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SEC Filings

10-K
TERRAFORM GLOBAL, INC. filed this Form 10-K on 12/21/2016
Entire Document
 

governance and compensation committee. We currently rely on the exceptions with respect to establishing a compensation committee or nominating committee and annual performance evaluations of such committees. Accordingly, you will not have the same protections afforded to stockholders of companies that are subject to all of the applicable stock exchange rules. The controlled company exemption does not modify the independence requirements for the audit committee, and we comply with the requirements of the Sarbanes-Oxley Act and the applicable NASDAQ rules, which require that our audit committee be composed of at least three members, each of whom is independent. In addition, we maintain a Corporate Governance and Conflicts Committee comprised of at least three independent directors.
Information regarding the Board and its Committees
The standing committees of our Board consists of an Audit Committee and a Corporate Governance and Conflicts Committee. Each of the committees reports to the Board as they deem appropriate and as the board may request. The composition, duties and responsibilities of these committees are set forth below. The following table provides membership and meeting information for each of the board committees during 2015:
Name
 
Audit
 
Corporate Governance & Conflicts
Ahmad Chatila(a)
 
 
Peter Blackmore(d)
 
 
Member
Brian Wuebbels(b)
 
 
Carlos Domenech Zornoza(c)
 
 
Hanif “Wally” Dahya(d)
 
Chairperson
 
Member
Steven Tesoriere(c)
 
 
Martin Truong(e)
 
 
Mark Lerdal(c),(d)
 
Member
 
Member
Francisco “Pancho” Perez Gundin(c)
 
 
Mark Florian(c)
 
 
Christopher Compton(d)
 
Member
 
Member
John F. Stark(d)
 
Member
 
Chairperson
Total meetings held in fiscal year 2015
 
7
 
6
(a)
Effective May 26, 2016, Mr. Chatila resigned from his position as director on our Board.
(b)
Effective March 30, 2016, Mr. Wuebbels resigned as our President and Chief Executive Officer. Mr. Wuebbels also resigned from his position as director on our Board.
(c)
These board members served during part of the period covered by the Company’s Annual Report on Form 10-K, but were no longer serving on our Board at the end of the year ended December 31, 2015. Mr. Lerdal rejoined the Board on October 13, 2016.
(d)
Effective November 20, 2015, Mr. Dahya and Mr. Lerdal were removed from, and Mr. Blackmore, Mr. Stark and Mr. Compton were appointed to, the Corporate Governance and Conflicts Committee.
(e)
Effective August 30, 2016, Mr. Truong resigned from his position as director on our Board.

Below is a description of each committee of the board of directors:
Audit Committee
The Audit Committee is responsible for, among other matters: (i) appointing, retaining and evaluating our independent registered public accounting firm and approving all services to be performed by it, (ii) overseeing our independent registered public accounting firm’s qualifications, independence and performance, (iii) overseeing the financial reporting process and discussing with management and our independent registered public accounting firm the interim and annual financial statements that we file with the SEC, (iv) reviewing and monitoring our accounting principles, accounting policies, financial and accounting controls and compliance with legal and regulatory requirements, (v) establishing procedures for the confidential anonymous submission of concerns regarding questionable accounting, internal controls or auditing matters, and (vi) reviewing and approving related person transactions.
Our Audit Committee consists of Messrs. Dahya, Compton and Stark. We believe that Messrs. Dahya, Compton and Stark qualify as independent directors according to the rules and regulations of the SEC and the NASDAQ with respect to audit committee membership. We also believe that Mr. Dahya qualifies as our “audit committee financial expert,” as such term is defined in Item 407(d)(5) of Regulation S-K. Mr. Dahya has been designated as the chairperson of the Audit Committee. Our


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