SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report: May 3, 2006
Date of Earliest Event Reported: April 28, 2006
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NATURAL GAS SYSTEMS, INC.
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(Exact Name of Registrant as Specified in its Charter)
Nevada
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(State or Other Jurisdiction of Incorporation)
0-27862 41-1781991
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(Commission File Number) (I.R.S. Employer Identification No.)
820 Gessner, Suite 1340, Houston, Texas 77024
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(Address of Principal Executive Offices) (Zip Code)
(713) 935-0122
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(Registrant's Telephone Number, Including Area Code)
(Former Name or Former Address, if Changed Since Last Report)
TABLE OF CONTENTS
Item 5.05 Amendments to the Registrant's Code of Ethics, or Waiver of a
Provision of the Code of Ethics.
Item 8.01 Other Events
Item 9.01 Financial Statements and Exhibits.
Signatures
Item 5.05 Amendments to the Registrant's Code of Ethics, or Waiver of a
Provision of the Code of Ethics.
On April, 28 2006, the Board of Directors (the "Board") of Natural Gas Systems,
Inc. (the "Company") adopted a new Code of Ethics that applies to the Company's
officers, directors and employees. The Board's adoption of the new code of
ethics policies effectively amends the Company's previous unwritten code of
ethics policies. However, the adoption of the new code of ethics policies did
not result in any waiver, explicit or implicit, of any provision of the
Company's previous code of ethics policies.
A copy of the Code of Ethics is attached to this Current Report on Form 8-K as
Exhibit 14.1, and is incorporated by reference into this Item 5.05.
Item 8.01 Other Events.
On April 28, 2006, the Board of the Company also approved the charters for each
of the Audit Committee, the Compensation and the Nominating Committees of the
Board. The committee charters will be posted on the Company's website at
www.natgas.us as soon as practicable.
A copy of the Audit Committee Charter, the Compensation Committee Charter and
the Nominating Committee Charter, are attached to this Current Report on Form
8-K as Exhibits 99.1, 99.2 and 99.3, respectively, and are incorporated by
reference into this Item 8.01
Item 9.01 Financial Statements and Exhibits
Exhibits.
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The following exhibit is filed as an exhibit to this Current Report on
Form 8-K:
Exhibit No. Description
14.1 Code of Ethics for Natural Gas Systems, Inc.
99.1 Audit Committee Charter of the Board of Directors of Natural
Gas Systems, Inc.
99.2 Compensation Committee Charter of the Board of Directors of
Natural Gas Systems, Inc.
99.3 Nominating Committee Charter of the Board of Directors of
Natural Gas Systems, Inc.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
NATURAL GAS SYSTEMS, INC.
Date: May 3, 2006 By: /s/ Robert Herlin
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Robert Herlin, Chief Executive Officer
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EXHIBIT D
NATURAL GAS SYSTEMS, INC.
CODE OF BUSINESS CONDUCT AND ETHICS
Introduction.
Natural Gas Systems, Inc. (the "Company") will conduct its business
honestly and ethically wherever we operate. We will constantly attempt to
improve the quality of our services, products and operations and will maintain a
reputation for honesty, fairness, respect, responsibility, integrity, trust and
sound business judgment. No illegal or unethical conduct on the part of our
directors, officers or employees or their affiliates is in the Company's best
interest. The Company will not compromise its principles for short-term
advantage. The honest and ethical performance of the Company is the sum of the
ethics of the men and women who work here. Therefore, we are all expected to
adhere to high standards of personal integrity.
This Code of Business Conduct and Ethics (this "Code") covers a wide
range of business practices and procedures. It does not cover every issue that
may arise, but it sets out basic principles to guide all directors, officers and
employees of the Company. All of our directors, officers and employees must
conduct themselves accordingly. This Code should also be provided to and
followed by the Company's other agents and representatives, including
consultants.
In accordance with applicable law, this Code will be filed with the
Securities and Exchange Commission (the "SEC"), posted on the Company's website
and/or otherwise made available for examination by our stockholders.
1. Compliance with Applicable Laws, Rules and Regulations.
Obeying the law, both in letter and in spirit, is the foundation on
which the Company's ethical standards are built. All directors, officers and
employees must respect and obey the laws of the United States and of the cities,
states and countries in which we operate. In particular, all directors, officers
and employees must comply with federal securities laws, rules and regulations
that govern the Company.
2. Avoidance of Conflicts of Interest.
The Company's directors, officers and employees must not permit their
personal interests to conflict with the interests of the Company. A "conflict of
interest" exists when an officer, director or employee of the Company directly
or indirectly participates in, or owns any interest in any business that (i)
Directly Competes with the Company or any of its subsidiaries ,or (ii) provides
material amounts of services or products to the Company, provided, however, that
this definition shall not prohibit officers directors or employees' ownership of
not more than five (5) percent of the voting stock of any publicly held
corporation. For purposes of this Code of Ethics, "Directly Compete" means to
engage in the same activities of the Company, or otherwise inhibit the
activities of the Company, in an oil or gas field in which the Company owns an
interest or in which the Company is actively seeking to own an interest. For
clarification, officers, directors and employees can engage in activities in the
same line of business as the Company and its subsidiaries, including working in
the same state, provided that such activities do not Directly Compete with the
Company.
A "conflict of interest" also exists when a person's private interests
interfere with the Company's interests. A conflict situation can arise when a
director, officer or employee takes actions, or has interests, that may make it
difficult to perform his or her Company work objectively and effectively.
Conflicts of interest may also arise when a director, officer or employee, or a
member of his or her family, receives improper personal benefits as a result of
his or her position with the Company. Loans to, or guarantees of the obligations
of, directors, officers and employees and their family members may create
conflicts of interest. Conflicts of interest are prohibited under this Code
except in limited cases under guidelines or exceptions specifically approved in
advance by the Board of Directors.
Conflicts of interest may not always be clear-cut, so if you have a
question, you should consult with our Chief Financial Officer, Mr. Sterling
McDonald. Mr. McDonald's telephone number and address are set forth in Section
15 below. Any director, officer or employee who becomes aware of any transaction
or relationship that is a conflict of interest or a potential conflict of
interest should bring it to the attention of Mr. McDonald.
3. Bribes, Kickbacks and Gifts.
No bribes, kickbacks or other similar remuneration or consideration may
be given to any person or organization in order to attract or influence business
activity. The United States Foreign Corrupt Practices Act prohibits giving
anything of value, directly or indirectly, to officials of foreign governments
or foreign political candidates in order to obtain or retain business.
Therefore, this Code strictly prohibits making illegal payments to government
officials of any country.
The Company's directors, officers and employees are also prohibited
from receiving or providing gifts, gratuities, fees or bonuses as an inducement
to attract or influence business activity. No entertainment should ever be
offered, given or accepted by any director, officer or employee (or any family
member of any such person) in connection with our business activities unless it:
(a) is consistent with customary business practices; (b) is not excessive in
value; (c) cannot be construed as a bribe or payoff; and (d) does not violate
any laws or regulations. Please discuss with your supervisor or our Chief
Financial Officer any entertainment that you are not certain is appropriate.
4. Confidential Information.
Our directors, officers and employees will often come into contact
with, or have possession of, confidential information about the Company or our
operating or non-operating interest owners, suppliers, customers or affiliates,
and they must take all appropriate steps to assure that the confidentiality of
such information is maintained. Confidential information includes all material
nonpublic information that might be of use to competitors or harmful to the
Company if disclosed. It also includes material nonpublic information that our
operating or non-operating interest owners, suppliers, customers or affiliates
have entrusted to us.
Confidential information, whether it belongs to the Company or any of
our operating or non-operating interest owners, suppliers, customers or
affiliates, may include, among other things, oil & gas prospect information
(including maps, technical data, interpretations, sensitive acreage positions
and proprietary oil and gas information of every kind), strategic business
plans, actual operating results, projections of future operating results,
marketing strategies, customer lists, personnel records, proposed acquisitions
and divestitures, new investments, changes in dividend policies, the proposed
issuance of additional securities, management changes or manufacturing costs,
processes and methods. Confidential information about our Company and other
companies, individuals and entities must be treated with sensitivity and
discretion and only be disclosed to persons within the Company whose positions
require use of that information or if disclosure is required by applicable laws,
rules and regulations. Confidential information may not be used on behalf of
third parties to the detriment of the Company.
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5. Insider Trading.
Trading in the Company's securities is covered by the Company's Insider
Trading Policy previously distributed to all employees, which Policy is hereby
incorporated in its entirety in this Code. If you would like to receive another
copy of the Insider Trading Policy or have any questions regarding such Policy,
please contract our Chief Financial Officer.
6. Public Disclosure of Information Required by the
Securities Laws.
The Company is a public company that is required to file various
reports and other documents with the SEC. An objective of this Code is to ensure
full, fair, accurate, timely and understandable disclosure in the reports and
other documents that we file with, or otherwise submit to, the SEC and in the
press releases and other public communications that we distribute.
The federal securities laws, rules and regulations require the Company
to maintain "disclosure controls and procedures," which are controls and other
procedures that are designed to ensure that financial information and
non-financial information that is required to be disclosed by us in the reports
that we file with or otherwise submit to the SEC (i) is recorded, processed,
summarized and reported within the time periods required by applicable federal
securities laws, rules and regulations and (ii) is accumulated and communicated
to our management, including our Chief Executive Officer and Chief Financial
Officer, in a manner allowing timely decisions by them regarding required
disclosure in the reports.
Some of our directors, officers and employees will be asked to assist
management in the preparation and review of the reports that we file with the
SEC, including recording, processing, summarizing and reporting to management
information for inclusion in these reports. If you are asked to assist in this
process, you must comply with all disclosure controls and procedures that are
communicated to you by management regarding the preparation of these reports.
You must also perform with diligence any responsibilities that are assigned to
you by management in connection with the preparation and review of these
reports, and you may be asked to sign a certification to the effect that you
have performed your assigned responsibilities.
SEC regulations impose upon our Chief Executive Officer and Chief
Financial Officer various obligations in connection with annual and quarterly
reports that we file with the SEC, including responsibility for:
o Establishing and maintaining disclosure controls and
procedures and internal control over financial reporting that,
among other things, ensure that material information relating
to the Company is made known to them on a timely basis;
o Designing the Company's internal control over financial
reporting to provide reasonable assurances that the Company's
financial statements are fairly presented in conformity with
generally accepted accounting principles;
o Evaluating the effectiveness of the Company's disclosure
controls and procedures and internal control over financial
reporting;
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o Disclosing (i) specified deficiencies and weaknesses in the
design or operation of the Company's internal control over
financial reporting, (ii) fraud that involves management or
other employees who have a significant role in the Company's
internal control over financial reporting, and (iii) specified
changes relating to the Company's internal control over
financial reporting; and
o Providing certifications in the Company's annual and quarterly
reports regarding the above items and other specified matters.
This Code requires our Chief Executive Officer and Chief Financial
Officer to carry out their designated responsibilities in connection with our
annual and quarterly reports, and this Code requires you, if asked, to assist
our executive officers in performing their responsibilities under these SEC
regulations.
7. Record-Keeping.
The Company requires honest and accurate recording and reporting of
information in order to make responsible business decisions. For example, only
the true and actual number of hours worked should be reported. Also, business
expense accounts must be documented and recorded accurately. If you are not sure
whether a certain expense is legitimate, ask your supervisor or our Chief
Executive Officer.
All of the Company's books, records, accounts and financial statements
must be maintained in reasonable detail, must accurately and appropriately
reflect the Company's transactions and must conform both to applicable legal
requirements and to the Company's internal control over financial reporting and
disclosure controls and procedures. All transactions must be recorded in a
manner that will present accurately and fairly our financial condition, results
of operations and cash flows and that will permit us to prepare financial
statements that are accurate, complete and in full compliance with applicable
laws, rules and regulations. Unrecorded or "off the books" funds or assets
should not be maintained unless expressly permitted by applicable laws, rules
and regulations.
Business records and communications often become public, and we should
avoid exaggeration, derogatory remarks, guesswork or inappropriate
characterizations of people and companies that can be misunderstood. This
applies equally to e-mail, internal memoranda and formal reports.
Records should be retained in accordance with the Company's record
retention policies, and records should be destroyed only if expressly permitted
by our record retention policies and applicable laws, rules and regulations. If
you become the subject of a subpoena, lawsuit or governmental investigation
relating to your work at the Company, please contact our Chief Financial Officer
immediately.
8. Corporate Opportunities.
Directors, officers and employees are prohibited from taking for
themselves personally opportunities that are discovered through the use of the
Company's property or confidential information or as a result of their position
with the Company, except upon the prior written consent of the Board of
Directors. No director, officer or employee may use corporate property,
information or position for improper personal benefit; no director, officer or
employee may use Company contacts to advance his or her private business or
personal interests at the expense of the Company or its customers, suppliers or
affiliates; and no director, officer or employee may Directly or indirectly
Compete with the Company as defined in Section 2. Directors, officers and
employees owe a duty to the Company to advance its legitimate interests when the
opportunity to do so arises.
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9. Competition and Fair Dealing.
We seek to outperform our competition fairly and honestly. We seek
competitive advantages through superior performance, never through unethical or
illegal business practices. Stealing proprietary information, possessing trade
secret information that was obtained without the owner's consent, or inducing
such disclosures by past or present employees of other companies is prohibited.
No director, officer or employee should take unfair advantage of anyone through
abuse of privileged information, misrepresentation of material facts or any
other intentional unfair-dealing practice.
To maintain the Company's valuable reputation, compliance with our
quality processes and safety requirements is essential. In the context of
ethics, quality requires that our products and services be designed to meet our
obligations to customers. All inspection and testing documents must be handled
in accordance with all applicable laws, rules and regulations.
10. Protection and Proper Use of Company Assets.
Directors, officers and employees should endeavor to protect the
Company's assets and ensure their efficient use. Theft, carelessness and waste
have a direct impact on the Company's profitability. Any suspected incident of
fraud or theft should be immediately reported for investigation. Company
equipment should not be used for material non-Company business, though
incidental personal use of items such as telephones and computers is permitted.
The obligation of directors, officers and employees to protect the
Company's assets includes its proprietary information. Proprietary information
includes intellectual property such as trade secrets, patents, trademarks and
copyrights, as well as business, marketing and service plans, engineering and
manufacturing ideas, designs, databases, records, salary information and any
unpublished financial data and reports. Unauthorized use or distribution of this
information would violate Company policy. It could also be illegal and result in
civil or even criminal penalties.
11. Discrimination and Harassment.
We are firmly committed to providing equal opportunity in all aspects
of employment and will not tolerate any illegal discrimination or harassment or
any kind. Examples include derogatory comments based on racial or ethnic
characteristics and unwelcome sexual advances.
12. Health and Safety.
The Company strives to provide each director, officer and employee with
a safe and healthful work environment. Each director, officer and employee has
responsibility for maintaining a safe and healthy workplace for all other
persons by following safety and health rules and practices and reporting
accidents, injuries and unsafe equipment, practices or conditions.
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Violence and threatening behavior are not permitted. Directors,
officers and employees should report to work in condition to perform their
duties, free from the influence of illegal drugs or alcohol. The use of illegal
drugs or alcohol in the workplace will not be tolerated.
13. Waivers and Amendments of the Code of Business Conduct and Ethics.
A waiver of any provision of this Code may be granted to any director,
officer or employee only by the Company's Board of Directors, and any such
waiver promptly will be publicly disclosed to the extent required by law.
This Code can be amended only by the Board of Directors, and any such
amendment promptly will be publicly disclosed as required by law.
14. Enforcement of the Code of Business Conduct and Ethics.
A violation of this Code by any director, officer or employee will be
subject to disciplinary action, including possible termination of employment.
The degree of discipline imposed by the Company may be influenced by whether the
person who violated this Code voluntarily disclosed the violation to the Company
and cooperated with the Company in any subsequent investigation. In some cases,
a violation of this Code may constitute a criminal offense that is subject to
prosecution by federal or state authorities.
15. Compliance Procedures; Reporting Misconduct or Other Ethical
Violations.
Directors, officers and employees should promptly report any unethical,
dishonest or illegal behavior, or any other violation of this Code or of other
Company policies and procedures, to Mr. McDonald, our Chief Financial Officer.
Mr. McDonald's telephone number is (713) 935-0122, and his address is c/o
Natural Gas Systems, Inc., 820 Gessner, Suite 1340, Houston, Texas 77024. If you
ever have any doubt about whether your conduct or that of another person
violates this Code or compromises the Company's reputation, please discuss the
issue with your supervisor or with our Chief Financial Officer.
The Company's policy is not to allow retaliation for a report of
unethical, dishonest or illegal behavior, or of any other violation of this Code
or of other Company policies and procedures, if the report about another
person's conduct is made in good faith by a director, officer or employee.
Directors, officers and employees are expected to cooperate in internal
investigations regarding possible unethical, dishonest or illegal behavior or
any other possible violation of this Code or of other Company policies and
procedures.
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ACKNOWLEDGMENT AND CERTIFICATION
The undersigned hereby acknowledges and certifies that the undersigned:
(a) has read and understands the Natural Gas Systems, Inc. Code of
Business Conduct and Ethics (the "Code of Ethics");
(b) understands that the Chief Financial Officer is available to
answer any questions the undersigned has regarding the Code of
Ethics; and
(c) will continue to comply with the Code of Ethics for as long as
the undersigned is subject thereto.
Signature:
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Date:
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Print Name:
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EXHIBIT B
NATURAL GAS SYSTEMS, INC.
AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
CHARTER
I. PURPOSE
The primary function of the Audit Committee (the "Committee") is to
assist the Board of Directors ("Board") in fulfilling its oversight
responsibilities relating to (1) the quality and integrity of the financial
reports of the Company, (2) the independent auditor's qualifications and
independence, (3) the performance of the Company's internal audit function, and
(4) the compliance by the Company with legal and regulatory requirements.
Consistent with these functions, the Committee should encourage continuous
improvement of, and should foster adherence to, the Company's policies,
procedures and practices at all levels.
II. STATEMENT OF POLICY
In carrying out its responsibilities, the Committee's policies and
procedures should remain flexible, in order to best react to changing
circumstances. The Committee shall provide assistance to the Board in fulfilling
its oversight responsibility to the stockholders, potential stockholders, the
investment community, and others relating to the Company's financial statements
and the financial reporting process, the systems of internal accounting and
financial controls, the internal audit function, the annual independent audit of
the Company's financial statements and the legal compliance and ethics programs
as established by management and the Board. In so doing, it is the
responsibility of the Committee to maintain free and open communication between
the Committee, the independent auditors and the management of the Company. In
discharging its oversight role, the Committee is empowered to investigate any
matter brought to its attention with full access to all books, records,
facilities and personnel of the Company and the power to retain outside counsel,
or other experts for this purpose.
The Committee will fulfill these responsibilities by carrying out the
activities enumerated in Part V of this Charter.
III. COMPOSITION
The Committee shall be comprised of no fewer than three Directors as
determined by the Board, each of whom shall meet the independence and experience
requirements as defined in the applicable rules for AMEX-listed issuers, as well
the Securities Exchange Act of 1934, as amended, and the rules and regulations
of the Securities and Exchange Commission (the "SEC").
At least one member of the Committee shall be an "audit committee
financial expert" as defined by the SEC.
The members of the Committee shall be appointed by the full Board. The
Board may replace Committee members. Unless a Chair is elected by the full
Board, the members of the Committee may designate a Chair by majority vote of
the full Committee membership.
IV. MEETINGS
The Committee shall meet at least four times annually, or more
frequently as circumstances dictate. As part of its job to foster open
communication, the Committee shall meet periodically with management and the
independent auditors in separate executive sessions to discuss any matters that
the Committee or either of these groups believes should be discussed privately.
The Committee may request any officer or employee of the Company or the
Company's outside counsel or independent auditors to attend a meeting of the
Committee or meet with any members of, or consultants to, the Committee.
V. AUDIT COMMITTEE AUTHORITY and RESPONSIBILITIES
The Committee shall:
1. Make regular reports to the Board.
2. Have the authority, to the extent it deems necessary or
appropriate, to retain and determine funding for independent legal,
accounting or other advisors and administrative expenses.
3. Review and update this Charter periodically, at least annually,
as conditions dictate.
4. Prepare an annual report to the Company's shareholders as
required by the SEC. The report should be included in the Company's annual proxy
statement.
Authority Over and Oversight of Relationship with the Independent
Auditors
5. Have the sole authority to appoint or replace, determine funding
for, and oversee the independent auditors (subject, if applicable, to
shareholder ratification). The independent auditors shall report directly to the
Committee.
6. Pre-approve all audit services and permitted non-audit services
(including the fees and terms thereof) to be performed for the Company by its
independent auditors, subject to the de minimis exceptions for non-audit
services described in Section 10A(i)(1)(B) of the Securities Exchange Act of
1934 which are approved by the Committee prior to completion of the audit. The
Committee may form and delegate authority to subcommittees consisting of one or
more members when appropriate, including the authority to grant pre-approvals of
audit and permitted non-audit services, provided that decisions of such
subcommittees to grant pre-approvals shall be presented to the full Committee at
its next scheduled meeting.
7. Be directly responsible for the compensation and oversight of the
work of the independent auditors (including resolution of disagreements between
management and the independent auditors regarding financial reporting) for the
purpose of preparing or issuing an audit report or related work.
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8. Review and evaluate the lead partner of the independent auditor
team.
9. Obtain and review a report from the independent auditors at least
annually regarding (a) the independent auditors' internal quality-control
procedures, (b) any material issues raised by the most recent internal quality
control review, or peer review, of the firm, or by any inquiry or investigation
by governmental or professional authorities within the preceding five years
respecting one or more independent audits carried out by the firm, (c) any steps
taken to deal with any such issues, and (d) all relationships between the
independent auditors and the Company.
10. Evaluate the qualifications, performance and independence of the
independent auditors, including considering whether the auditors' quality
controls are adequate and the provision of permitted non-audit services is
compatible with maintaining the auditors' independence, taking into account the
opinions of management. The Committee shall present its conclusions with respect
to the selection or change of independent auditors to the Board.
11. Ensure the rotation of the audit partners as required by law.
12. Meet with the independent auditors prior to the audit to discuss
the overall planning and staffing of the audit.
13. Recommend to the Board policies for the Company's hiring of
employees or former employees of the independent auditors who participated in
any capacity in the audit of the Company.
Financial Statement and Disclosure Matters
14. Review and discuss with management and the independent auditors
the Company's annual financial statements, including management's discussion and
analysis, and any reports or other financial information submitted to any
governmental body, or the public, including any certification, report, opinion
or review rendered by the independent auditors, and recommend to the Board
whether the audited financial statements should be included in the Company's
Form 10-KSB.
15. Review and discuss with management and the independent auditors
the Company's quarterly financial statements prior to filing of its Form 10-QSB,
or prior to the release of earnings.
16. Discuss with management and the independent auditors, together
and in separate executive sessions, significant financial reporting issues and
judgments made in connection with the preparation of the Company's financial
statements, including any significant changes in the Company's selection or
application of accounting principles, any major issues as to the adequacy of the
Company's internal controls, financial reporting process and any special steps
adopted in light of material deficiencies.
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17. Review and discuss quarterly reports from the independent
auditors on:
a. All critical accounting policies and practices to be
used;
b. All alternative treatments of financial information
within generally accepted accounting principles ("GAAP")
that have been discussed with management, ramifications
of the use of such alternative disclosures and
treatments, and the treatment preferred by the
independent auditors; and
c. Other material written communications between the
independent auditors and management, such as any
management letter or schedules of unadjusted
differences.
18. Discuss with management the Company's earnings press releases,
including the use of "pro forma" non-GAAP information, as well as financial
information and earnings guidance provided to analysts and rating agencies. Such
discussion may be done generally (consisting of the types of information to be
disclosed and the types of presentations to be made).
19. Discuss with management and the independent auditors the effect
of regulatory and accounting initiatives as well as off-balance sheet structures
on the Company's financial statements.
20. Discuss with the independent auditors matters (required by
Statement on Auditing Standard No. 61) relating to the conduct of the audit,
including any difficulties encountered in the course of the audit work, any
restrictions on the scope of the activities or access to requested information,
and any significant disagreements with management.
21. Review with the independent auditors and financial and
accounting personnel, the adequacy and effectiveness of the accounting and
financial controls of the Company and related disclosure controls, and elicit
any recommendations offered for the improvement of such internal control and
disclosure control procedures or particular areas where new or more detailed
controls or procedures are desirable. Particular emphasis should be given to the
adequacy of such internal controls to expose any payments, transactions or
procedures that might be deemed illegal or otherwise improper. Further, the
Committee periodically should review Company policy statements to determine
their adherence to the Company's Code of Ethics.
22. Discuss with management and the independent auditors the
Company's major financial risk exposures (including potential or pending
litigation) and steps management has taken to monitor and control such
exposures, including the Company's risk assessment and risk management policies.
Compliance Oversight Responsibilities
23. Obtain from the independent auditors assurance that Section
10A(b) of the Exchange Act has not been implicated.
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24. Discuss with or obtain reports from management and the
independent auditors that the Company and its affiliated entities are in
conformity with applicable legal requirements and the Company's Code of Ethics.
Review reports and disclosures on insider and affiliated party transactions.
Advise the Board with respect to the Company's policies and procedures regarding
compliance with applicable laws and regulations and with the Company's Code of
Ethics.
25. Investigate any matter brought to its attention within the scope
of its duties, with the power to retain outside counsel for this purpose without
seeking Board approval if, in its judgment, that is appropriate.
26. Establish procedures for receiving, retaining and addressing
complaints concerning accounting, internal audit controls and other audit
matters.
27. Establish procedures for the confidential, anonymous submission
of employee concerns regarding questionable accounting or auditing matters.
28. Discuss with the Company's general counsel legal matters that
may have material impact on the financial statements or the Company's compliance
policies.
29. Review and oversee the Company's related party transactions.
30. Submit the minutes of all meetings of the Committee to the Board
and discuss, through its Chairman, the matters discussed at each Committee
meeting with the Board.
VI. LIMITATION OF THE AUDIT COMMITTEE'S ROLE
While the Committee has the responsibilities and powers set forth in
this Charter, it is not the duty of the Committee to plan or conduct audits or
to determine that the Company's financial statements and disclosures are
complete and accurate and are in accordance with GAAP and applicable rules and
regulations. These are the responsibilities of management and the independent
auditors.
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EXHIBIT A
NATURAL GAS SYSTEMS, INC.
COMPENSATION COMMITTEE BOARD OF DIRECTORS
CHARTER
Purpose
The purpose of the Compensation Committee of Natural Gas Systems, Inc. (the
"Corporation") is to aid the Board of Directors in meeting its responsibilities
with regard to oversight and determination of executive compensation. Among
other things, the Committee reviews, recommends and approves salaries and other
compensation of Corporation's executive officers, and administers the
Corporation's 2004 Stock Plan (including reviewing, recommending and approving
stock grants, option grants or other forms of equity compensation to executive
officers).
Membership and Structure
The Compensation Committee shall consist of independent directors (as defined in
the applicable rules for AMEX-listed issuers as well as applicable federal law.
Appointment to the Committee, including designation of the Chair of the
Committee, shall be made on an annual basis by the full Board. Meetings of the
Compensation Committee shall be held at such times and places as the
Compensation Committee shall determine, including by written consent. When
necessary, the Committee shall meet in executive session outside of the presence
of any senior executive officer of the Corporation. The Chair of the
Compensation Committee shall report on activities of the Committee to the full
Board. In fulfilling its responsibilities, as set forth below, the Compensation
Committee shall have authority to delegate its authority to subcommittees,
including subcommittees consisting solely of one or more of the Corporation's
employees, in each case to the extent permitted by applicable law.
Responsibilities The Compensation Committee shall:
1. Meet in executive session to determine the compensation of the Chief
Executive Officer of the Corporation. In determining the amount,
form, and terms of such compensation, the Compensation Committee
shall consider the annual performance evaluation of the CEO
conducted by the Board of Directors in light of corporate goals and
objectives relevant to CEO compensation, competitive market data
pertaining to CEO compensation at comparable companies, and such
other factors as it shall deem relevant, and shall be guided by, and
seek to promote, the best interests of the Corporation and its
shareholders.
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2. Determine salaries, bonuses, and other matters relating to
compensation of the executive officers of the Corporation. In
determining the amount, form, and terms of such compensation, the
Committee shall consider the officer's performance in light of
corporate goals and objectives relevant to executive compensation,
competitive market data pertaining to executive compensation at
comparable companies, and such other factors as it shall deem
relevant, and shall be guided by, and seek to promote, the best
interests of the Corporation and its shareholders. The CEO of the
Corporation may be present at meetings during which such
compensation is under review and consideration but may not vote,
3. Review and make recommendations with respect to stockholder
proposals related to compensation matters.
4. Review and make recommendations from time to time on the adequacy
and effectiveness of Board compensation in relation to other similar
companies.
5. Review and make recommendations to the Board regarding executive
compensation and benefit plans and programs.
6. As requested by the Corporation's management, review, consult and
make recommendations and/or determinations regarding employee and/or
advisor compensation and benefit plans and programs generally,
including employee bonus and retirement plans and programs (except
to the extent specifically delegated to a Board appointed committee
with authority to administer a particular plan).
7. Administer the Corporation's stock option or other equity-based
plans, including the review and grant of stock options to all
eligible employees under the Corporation's existing stock option
plans.
8. Review and approve the Report of the Compensation Committee on
Executive Compensation to be included in the Corporation's annual
proxy statement.
9. When appropriate, be authorized to designate one or more of its
members to perform certain of its duties on its behalf, subject to
such reporting to or ratification by the Committee as the Committee
shall direct.
10. Annually review and reassess the adequacy of its charter and
recommend any changes to the full Board,
In fulfilling its responsibilities, the Compensation Committee shall have the
authority, and shall be afforded resources sufficient, to engage independent
compensation consultants or legal advisers when determined by the Committee to
be necessary or appropriate. The Compensation Committee shall have sole
authority to retain and terminate any such consultant or legal adviser,
including sole authority to approve the fees and other retention terms.
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EXHIBIT C
NATURAL GAS SYSTEMS, INC.
CHARTER OF THE NOMINATING COMMITTEE
OF THE BOARD OF DIRECTORS
The Board of Directors of Natural Gas Systems, Inc., a Nevada corporation (the
"Corporation"), has constituted and established a Nominating Committee (the
"Committee") with authority, responsibility and specific duties as described
herein. This Charter and the composition of the Committee are intended to comply
with the rules of the American Stock Exchange ("AMEX").
I. Purpose
The Committee is appointed by the Board of Directors to assist the Board in
fulfilling its responsibilities relating to (i) identification of individuals
qualified to become Board members and recommendation of director nominees to the
Board of Directors prior to each annual meeting of shareholders; and (ii)
recommendation of nominees for any committee of the Board.
II. Committee Composition
The Committee shall consist of no fewer than two members of the Corporation's
Board of Directors. The members of the Committee shall be non-employee Directors
who meet the independence requirements of the AMEX rules and any applicable SEC
rules and regulations. The Board of Directors will assess and determine such
qualifications of the Committee members.
The members of the Committee shall be annually appointed by the Board of
Directors. The Board of Directors may also select a Chair of the Committee. If
the Chair is not designated or present, the members of the Committee may
designate a Chair by majority vote of the Committee membership. Committee
members are subject to removal by the Board of Directors in its discretion.
III. Committee Authority and Responsibilities
The Committee shall meet as often as it determines is appropriate. Such meetings
may be held in person or telephonically and may be held at such times and places
as the Committee determines. The Chair of the Committee should prepare and/or
approve an agenda in advance of each meeting. The Committee may form and
delegate authority to subcommittees when appropriate.
This Charter is intended to be flexible so that the Committee is able to meet
changing conditions. The Committee is authorized to take such further actions as
are consistent with its responsibilities and to perform such other actions as
applicable law, AMEX and the Corporation's Bylaws or the Board of Directors may
require.
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The Committee shall perform the following duties:
A. General
1. Obtain, as deemed necessary or appropriate, advice and
assistance from internal or external legal, accounting and
other advisers. The Committee shall have the sole authority to
select any such advisors and approve the fees paid to such
advisors and other retention terms.
2. Make regular reports to the Board of Directors.
3. Annually review the adequacy of this Charter and recommend any
proposed changes to the Board of Directors for approval.
B. Nominating
1. Determine desired board skills and attributes.
2. Actively seek individuals whose skills and attributes reflect those
desired.
3. Evaluate and propose nominees for election to the Board of
Directors.
4. Review the slate of directors who are to be re-nominated to
determine whether they are meeting the Board's expectations of them.
5. Annually review committee chairs and membership and recommend any
changes to the full Board.
6. Periodically consider and make recommendations to the Board
regarding what experience, talents, skills and other characteristics
the Board as a whole should possess in order to maintain its
effectiveness.
IV. Desired Standards for Board Members
The Committee has established the following general guidelines for outside Board
members.
Directors should possess the highest personal and professional ethics, integrity
and values, and be committed to representing the long-term interests of the
Corporation's stockholders. They must also have an inquisitive and objective
perspective, practical wisdom and mature judgment. The Corporation endeavors to
have a Board representing diverse experience in areas that are relevant to the
Corporation's business activities.
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Directors must be willing to devote sufficient time to carrying out their duties
and responsibilities efficiently, and should be committed to serve on the Board
for an extended period of time. Directors should offer their resignation in the
event of any significant change in their personal circumstances, including a
change in their principal job responsibilities.
A Director should disclose the Director's consideration of new directorships
with other organizations so that the Board can consider and express its views
regarding the impact on the Director's service to the Corporation. The Committee
and the Board will consider service on other boards in considering potential
candidates for nomination to stand for election or re-election to the
Corporation's Board. Current positions held by Directors may be maintained
unless the Board determines that doing so would impair the Director's service to
the Corporation's Board.
V. Nomination Process
The Committee will take the following actions in connection with the nomination
or renomination of individuals for election as Directors at meetings of
stockholders of the Corporation:
A. In determining whether to nominate an incumbent Director for reelection, the
Committee will evaluate each incumbent's continued service, in light of the
Board's collective requirements, at the time such Director's class comes up for
reelection.
B. When the need for a new Director arises (whether because of a newly created
Board seat or vacancy), the Committee will proceed by whatever means it deems
appropriate to identify a qualified candidate or candidates. The Committee will
review the qualifications of each candidate. The Committee anticipates that
final candidates will be interviewed by the Corporation's Chairman of the Board
and one or more other Board members. The Committee will then make a
recommendation to the Board based on its review, the results of interviews with
the candidate and all other available information. The Board will make the final
decision on whether to invite the candidate to join the Board.
C. Any stockholder may nominate a person for election as a Director at a meeting
of stockholders at which the nominating stockholder is entitled to vote by
following certain procedures. These procedures generally require that written
information about the nominee and nominating stockholder be delivered or mailed
and received at the Corporation's principal executive offices, to the attention
of the Corporation's corporate secretary, not less than 120 calendar days in
advance of the date of the notice of annual meeting released to stockholders in
connection with the previous year's annual meeting of stockholders.
D. In addition, the Committee will consider for inclusion in the Board's annual
slate of Director nominees candidates recommended by significant, long-term
stockholders. A significant long-term stockholder is a stockholder, or group of
stockholders, that
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beneficially owned more than 5% of the Corporation's voting
stock for at least two years as of the date the recommendation was made and at
the record date for the stockholder meeting. In order for such a nominee to be
considered for inclusion with the Board's slate, the nominating stockholder
shall submit a timely nomination notice in accordance with the procedures above.
The nominating stockholder should expressly indicate in the notice that such
stockholder desires that the Board and Committee consider the stockholder's
nominee for inclusion with the Board's slate of nominees for the meeting. The
nominating stockholder and stockholder's nominee should undertake to provide, or
consent to the Corporation's obtaining, all other information the Board and
Committee request in connection with their evaluation of the nominee.
E. A stockholder nominee submitted for inclusion in the Board's slate of
nominees pursuant to paragraph B or C above should meet the criteria for a
Director described in Section IV of this Charter. In addition, in evaluating
stockholder nominees for inclusion with the Board's slate of nominees, the Board
and Committee may consider all information relevant in their business judgment
to the decision of whether to nominate a particular candidate for a particular
Board seat, taking into account the then current composition of the
Corporation's Board.
F. The Committee intends to continue to evaluate its policies and procedures
regarding stockholder nominations in light of changing industry practices and
regulation. The policies and procedures described in this Section V are subject
to change.
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