Corporate Governance | Callisto Pharmaceuticals

Code of Business Conduct and Ethics
Compensation Committee Charter
Audit Committee Charter
Nominating Committee Charter

CODE OF BUSINESS CONDUCT AND ETHICS

Callisto Pharmaceuticals, Inc. (the “Company”) has adopted the following Code of Business Conduct and Ethics (this “Code”) for directors and executive officers of the Company. This Code is intended to focus the Board and each director and executive officer on areas of ethical risk, provide guidance to directors and executive officer to help them recognize and deal with ethical issues, provide mechanisms to report unethical conduct, and help foster a culture of honesty and accountability. Each director and executive officer must comply with the letter and spirit of this Code.

No code or policy can anticipate every situation that may arise. Accordingly, this Code is intended to serve as a source of guiding principles for directors and executive officers. Directors and executive officers are encouraged to bring questions about particular circumstances that may implicate one or more of the provisions of this Code to the attention of the Chairman of the Audit Committee, who may consult with inside or outside legal counsel as appropriate.

1. Maintain Fiduciary Duties
Directors and executive officers must be loyal to the Company and must act at all times in the best interest of the Company and its shareholders and subordinate self-interest to the corporate and shareholder good. Directors and executive officers should never use their position to make a personal profit. Directors and executive officers must perform their duties in good faith, with sound business judgment and with the care of a prudent person.

2. Conflict of Interest.
A “conflict of interest” occurs when the private interest of a director or executive officer interferes in any way, or appears to interfere, with the interests of the Company as a whole. Conflicts of interest also arise when a director or executive officer, or a member of his or her immediate family, receives improper personal benefits as a result of his or her position as a director or executive officer of the Company. Loans to, or guarantees of the obligations of, a director or executive officer, or a member of his or her family, may create conflicts of interest.
Directors and executive officers must avoid conflicts of interest with the Company. Any situation that involves, or may reasonably be expected to involve, a conflict of interest with the Company must be disclosed immediately to the Chairman of the Governance Committee and the Chairman of the Board.

This Code does not attempt to describe all possible conflicts of interest which could develop. Some of the more common conflicts from which directors and executive offices must refrain, however, are set out below.

Relationship of Company with third-parties.
Directors and executive officers may not engage in any conduct or activities that are inconsistent with the Company’s best interests or that disrupt or impair the Company’s relationship with any person or entity with which the Company has or proposes to enter into a business or contractual relationship.
Compensation from non-Company sources.
Directors and executive officers may not accept compensation, in any form, for services performed for the Company from any source other than the Company.
Gifts.
Directors and executive officers and members of their families may not offer, give or receive gifts from persons or entities who deal with the Company in those cases where any such gift is being made in order to influence the actions of a director as member of the Board or the actions of an executive officer as an officer of the Company, or where acceptance of the gifts would create the appearance of a conflict of interest.

3. Corporate Opportunities.
Directors and executive officers owe a duty to the Company to advance its legitimate interests when the opportunity to do so arises. Directors and executive officers are prohibited from: (a) taking for themselves personally opportunities that are discovered through the use of corporate property, information or the director’s or executive officer’s position; (b) using the Company’s property, information, or position for personal gain; or (c) competing with the Company, directly or indirectly, for business opportunities, provided, however, if the Company’s disinterested directors determine that the Company will not pursue an opportunity that relates to the Company’s business, a director or executive officer may do so.

4. Confidentiality.
Directors and executive officers must maintain the confidentiality of information entrusted to them by the Company or its customers, and any other confidential information about the Company that comes to them, from whatever source, in their capacity as director or executive officer, except when disclosure is authorized or required by laws or regulations. Confidential information includes all non-public information that might be of use to competitors, or harmful to the Company or its customers, if disclosed.

5. Protection and Proper Use of Company Assets.
Directors and executive officers must protect the Company’s assets and ensure their efficient use. Theft, loss, misuse, carelessness and waste of assets have a direct impact on the Company’s profitability. Directors and executive officers must not use Company time, employees, supplies, equipment, tools, buildings or other assets for personal benefit without prior authorization from the Chairman of the Governance Committee or as part of a compensation or expense reimbursement program available to all directors or executive officers.

6. Fair Dealing.
Directors and executive officers shall deal fairly and oversee fair dealing by employees and officers with the Company’s directors, officers, employees, customers, suppliers and competitors. None should take unfair advantage of anyone through manipulation,, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair dealing practices.

7. Compliance with Laws, Rules and Regulations.
Directors and executive officers shall comply, and oversee compliance by employees, officers and other directors, with all laws, rules and regulations applicable to the Company, including insider-trading laws. Transactions in Company securities are governed by Company Policy entitled “Insider Trading Policy.”

8. Waivers of the Code of Business Conduct and Ethics.
Any waiver of this Code may be made only by the Board or a Board committee and must be promptly disclosed to the Company’s shareholders.

9. Encouraging the Reporting of any Illegal or Unethical Behavior.
Directors and executive officers should promote ethical behavior and take steps to ensure the Company (a) encourages employees to talk to supervisors, managers and other appropriate personnel when in doubt about the best course of action in a particular situation; (b) encourages employees to report violations of laws, rules or regulations to appropriate personnel; and (c) informs employees that the Company will not permit retaliation for reports made in good faith.

10. Failure to Comply; Compliance Procedures.
A failure by any director or executive officer to comply with the laws or regulations governing the Company’s business, this Code or any other Company policy or requirement may result in disciplinary action, and, if warranted, legal proceedings.

Directors and executive officers should communicate any suspected violations of this Code promptly to the Chairman of the Audit Committee. Violations will be investigated by the Board or by a person or persons designated by the Board and appropriate action will be taken in the event of any violations of this Code.

COMPENSATION COMMITTEE CHARTER

Organization
There shall be a committee appointed by the Board of Directors of Callisto Pharmaceuticals, Inc., a Delaware corporation (the “Corporation”), of members of the Board of Directors, all of which shall be independent non-employee directors known as the compensation committee (the “Committee”). The number of Committee members shall be as determined by the Board of Directors consistent with the Corporation’s certificate of incorporation and by-laws as the same may be amended from time to time. The Board shall, in the exercise of its business judgment, determine the “independence of directors for this purpose. Members of the Committee shall also qualify as “non-employee directors” with the meaning of Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended, and as “outside directors” within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended. The Committee Chair and members shall be designated annually by a majority of the full Board, and may be removed, at any time, with or without cause, by a majority of the full Board. Vacancies shall be filled by a majority of the full Board.

Statement of Policy
The Committee shall provide assistance to the Board of Directors in fulfilling their responsibility to the shareholders, potential shareholders, and investment community relating to developing policies and making specific recommendations to the Board of Directors with respect to the direct and indirect compensation of the Company’s executive officers. The goal of these policies is to ensure that an appropriate relationship exists between executive pay and the creation of shareholder value, while at the same time motivating and retaining key employees. In so doing, it is the responsibility of the Committee to maintain free and open means of communication between the Board of Directors, executive management of the Corporation and the Corporation’s employees and associates.

Responsibilities
In carrying out its responsibilities, the Committee believes its policies and procedures should remain flexible, in order to best react to changing conditions and to ensure to the Board of Directors and shareholders that the corporate compensation practices of the Corporation are in accordance with all applicable requirements and are of the highest quality. The Committee shall also produce an annual report on executive compensation for inclusion in the Corporation’s proxy statement, in accordance with applicable rules and regulations.

In carrying out these responsibilities, the Committee will:

Review and approve the Corporation’s goals and objectives relevant to the compensation of the Chief Executive Officer (“CEO”), evaluate the CEO’s performance with respect to such goals, and subject to existing contractual obligations, set the CEO’s compensation level based on such evaluation;
Consider the chief executive officer’s recommendations with respect to other executive officers;
Evaluate the Corporation’s performance both in terms of current achievements and significant initiatives with long-term implications;
Assess the contributions of individual executives and recommend to the Board levels of salary and incentive compensation payable to executive officers of the Corporation;
Compare compensation levels with those of other leading companies in similar or related industries;
Review financial, human resources and succession planning within the Corporation;
Recommend to the Board the establishment and administration of incentive compensation plans and programs and employee benefit plans and programs;
Recommend to the Board the payment of additional year-end contributions by the Corporation under certain of its retirement plans;
Grant stock incentives to key employees of the Corporation and administer the Corporation’s stock incentive plans;
Monitor compliance with legal prohibition on loans to directors and executive officers of the Corporation;
Review and recommend for Board approval compensation packages for new corporate officers and termination packages for corporate officers as requested by management;
Determine whether to retain or terminate any compensation consulting firm used by the Corporation to assist in the evaluation of director, CEO or senior executive compensation. Exercise sole authority to approve the terms and fees relating to such retention;
The Committee shall review at least annually the adequacy of this charter and recommend any proposed changes to the Board for its approval;
Submit the minutes of all meetings of the Committee to, or discuss the matters discussed at each committee meeting with, the Board of Directors;
Investigate, within the scope of its duties, any matter brought to its attention; and
Report to the Shareholders in the Corporation’s proxy statement on the executive compensation of the CEO and other executive officers of the Corporation in accordance with applicable rules and regulations.

Committee Performance Evaluation
The Committee shall annually conduct an evaluation of its performance in fulfilling its responsibilities and meeting its goals, as outlined above.

Meetings
A majority of Committee members shall constitute a quorum for the transaction of business. The action of a majority of those present at a meeting at which a quorum is attained, shall be the act of the Committee. The Committee may delegate matters within its responsibility to subcommittees composed of certain of its members. The Committee shall meet in executive session without the presence of any members of management as often as it deems appropriate. The Committee shall meet as required, keep a record of its proceedings, if appropriate or needed, and report thereon from time to time to the Board of Directors.

AUDIT COMMITTEE CHARTER

Organization
There shall be a committee appointed by the Board of Directors of Callisto Pharmaceuticals, Inc., a Delaware corporation (the “Corporation”) of members of the Board of Directors all of which shall be independent non-employee directors to be known as the audit committee (the “Committee”). The number of Committee members shall be as determined by the Board of Directors consistent with the Corporation’s certificate of incorporation and by-laws as the same may be amended from time to time. The Committee shall be composed of directors who are independent of the management of the Corporation and are free of any relationship that, in the opinion of the Board of Directors, would interfere with their exercise of independent judgment as a Committee member. All members of the Committee shall have a working familiarity with basic finance and accounting practices and at least one member of the Committee shall be a “financial expert” as defined by the Securities and Exchange Commission in its rules. The Committee Chair and members shall be designated annually by a majority of the full Board, and may be removed, at any time, with or without cause, by a majority of the full Board. Vacancies shall be filled by a majority of the full Board.

Statement of Purpose
The Committee shall provide assistance to the Board of Directors in fulfilling their responsibility to the shareholders, potential shareholders and investment community relating to corporate accounting, reporting practices of the Corporation, the quality and integrity of the financial reports of the Corporation and the Corporation’s compliance with legal and regulatory requirements. In so doing, it is the responsibility of the Committee to maintain free and open means of communication between the directors, the independent auditors and the financial management to the Corporation.

In carrying out these responsibilities, the Committee will:

Serve as an independent and objective party to monitor the Corporation’s financial reporting process and internal control system and complaints or concerns relating thereto.
To recommend, for shareholder approval, the independent auditor to examine the Corporation’s accounts, controls and financial statements. The Committee shall have the sole authority and responsibility to select, evaluate and if necessary replace the independent auditor. The Committee shall have the sole authority to approve all audit engagement fees and terms and the Committee, or a member of the Committee, must pre-approve any non-audit service provided to the Corporation by the Corporation’s independent auditor.
Meet with the independent auditors and financial management of the Corporation to review the scope of the proposed audit for the current year and the audit procedures to be utilized, and at the conclusion thereof review such audit, including any comments or recommendations of the independent auditors.
Obtain and review at least annually, a formal written report from the independent auditor setting forth its internal quality–control procedures; material issues raised in the prior five years by its internal quality–control reviews and their resolution. The Committee will review at least annually all relationships between the independent auditor and the Corporation.
Ensure that the lead audit partner assigned by the independent auditor as well as the audit partner responsible for reviewing the audit of the corporation’s financial statements shall be changed at least every five years.
Review and appraise the audit efforts of independent auditors of the Corporation and, where appropriate, recommend the replacement of the independent accountants.
Consider and approve, if appropriate, major changes to the Corporation’s accounting principles and practices as suggested by the independent auditors or management.
Establish regular and separate systems of reporting to the Committee by management and the independent auditors regarding any significant judgements made in management’s preparation of the financial statements and the view of each as to appropriateness of such judgments and additional items as required under the Sarbanes-Oxley Act including critical accounting policies.
Review with the independent auditors and financial accounting personnel, the adequacy and effectiveness of the accounting and financial controls of the Corporation, and elicit any recommendations for the improvement of such internal 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 assess and manage financial risk exposure and to expose any payments, transactions or procedures that might be deemed illegal or otherwise improper.
Review and approve the internal corporate audit staff functions, including (i) purpose, authority and organizational reporting lines; (ii) annual audit plan, budget and staffing; (iii) concurrence in the appointment, compensation and rotation of the internal audit management function; and (iv) results of internal audits.
Review the financial statements contained in the annual report and quarterly report to shareholders with management and the independent auditors to determine that the independent auditors are satisfied with the disclosure and content of the financial statements to be presented to the shareholders. Any changes in accounting principles should be reviewed.
Prepare and publish an annual Committee report in the proxy statement of the Corporation.
Review with management of the Corporation any financial information, earnings press releases and earnings guidance filed with the Securities and Exchange Commission or disseminated to the public, including any certification, report, opinion or review rendered by the independent auditors.
Provide sufficient opportunity for the independent auditors to meet with the members of the Committee without members of management present. Among the items to be discussed in these meetings are the independent auditors’ evaluation of the Corporation’s financial, accounting and auditing personnel, and the cooperation that the independent auditors received during the course of the audit.
Establish procedures for receiving and treating complaints received by the Corporation regarding accounting, internal accounting controls and auditing matters, and the confidential anonymous submission by employees of concerns regarding questionable accounting or auditing matters.
Submit the minutes of all meetings of the Committee to, or discuss the matters discussed at each Committee meeting with, the board of directors.
Investigate any matter brought to its attention within the scope of its duties, with the power to retain outside advisors for this purpose if, in its judgment, that is appropriate.

Committee Performance Evaluation
The Committee shall annually conduct an evaluation of its performance in fulfilling its responsibilities and meeting its goals, as outlined above.

NOMINATING COMMITTEE CHARTER

1. Mission Statement
The Corporate Governance/Nominating Committee has been established by the Board of Directors of Callisto Pharmaceuticals, Inc. (the “Company”), in order, among other things to:

develop and recommend to the Board the Corporate Governance Guidelines of the Company and oversee compliance therewith;
assist the Board in effecting Board organization, membership and function including identifying qualified Board nominees;
assist the Board in effecting the organization, membership and function of Board committees including the composition of Board committees and recommending qualified candidates therefor;
evaluate and provide successor planning for the Chief Executive Officer and other executive officers; and
to develop criteria for Board membership, such as independence, term limits, age limits and ability of former employees to serve on the Board and the evaluation of candidates’ qualifications for nominations to the Board its committees as well as removal therefrom, respectively.

2. Objectives, Responsibilities and Authority
In carrying out its mission, the Corporate Governance/Nominating Committee shall have the following objectives, responsibilities and authority:

Board of Directors/Committees

periodically evaluate the desirability of, and recommend to the Board, any changes in the size and composition of the Board;
identify and evaluate candidates for director in accordance with the general and specific criteria set forth herein or determined in accordance herewith;
evaluate each new director candidate and each incumbent director before recommending that the Board nominate or re-nominate such individual for election or re-election (or that the Board elect such individual on an interim basis) as a director based on the extent to which such individual meets the general criteria set forth herein and will contribute significantly to satisfying the overall mix of specific criteria identified herein and remedying any deficiencies therein; each annual decision to nominate incumbent directors should be based on a careful consideration of each such individual’s contributions, including the value of his or her experience as a director of the Company, the availability of new director candidates who may offer unique contributions and the Company’s changing needs;
diligently seek to identify potential director candidates who will strengthen the Board and remedy any perceived deficiencies in the specific criteria identified herein;
establish procedures for soliciting and reviewing potential nominees from directors and for advising those who suggest nominees of the outcome of such review;
submit to the Board the candidates for director to be recommended by the Board for election at each annual meeting of shareholders and to be added to the Board at any other times due to Board expansions, director resignations or retirement or otherwise;
monitor performance of directors based on the general criteria and the specific criteria applicable to each such director and, if any serious problems are identified, work with such director to resolve such problems or, if necessary, seek such director’s resignation or recommend to the Board such person’s removal;
develop and periodically evaluate initial orientation guidelines and continuing education guidelines for each member of the Board and each member of each Board committee regarding his or her responsibilities as a director generally and as a member of any applicable Board committee, and monitor and evaluate annually (and at any additional time a new member joins the Board or any Board committee) each director’s cooperation in fulfilling such guidelines which shall take into account all relevant factors, including the nature of each individual’s responsibilities and related background and any particular complexities relating to the Company’s business, financial statements or other characteristics and which guidelines may impose higher standards for directors who are members of certain Board committees than for those who are not and may, in appropriate circumstances, impose higher or lower requirements for a particular director based upon his or her background and/or occupation; and
retain and terminate any search firm used to identify director candidates and to approve any such search firm’s fees and other terms of retention.

Board Committees

evaluate at least annually the performance, authority, operations, charter and composition of each standing or ad hoc Board committee, including this charter, (including any authority of a committee to delegate to a subcommittee) and the performance of each committee member and recommend any changes considered appropriate in the authority, operations, charter, number or membership of each committee and, if any serious problems are identified with a committee member, the Corporate Governance/Nominating Committee shall work with such person to resolve such problems or, if necessary, seek such person’s resignation or recommend to the Board such person’s removal from the applicable committee(s); and
submit to the Board annually (and at any additional times that any committee members are to be selected) candidates for membership on each Board committee and for the chairperson of each committee.

Evaluation of and Successor Planning for the Chief Executive Officer and Other Executive Officers

assist the Board in evaluating the performance of and other factors relating to the retention of the Chief Executive Officer and assist the Board in overseeing the evaluation of the performance of other executive officers, subject to the Chief Executive Officer’s primary responsibility for evaluating the performance of other executive officers;
develop and periodically review and revise as appropriate, a management succession plan and related procedures including consideration and recommendation of candidates for successor to the Chief Executive Officer to the Board and, with appropriate consideration of the Chief Executive Officer’s recommendations, consideration and recommendation of candidates for successors to other executive officers, in each case when vacancies shall occur in those offices.

Corporate Governance

develop and recommend to the Board Corporate Governance Guidelines and any changes therein, setting forth the corporate governance principles applicable to the Company and, at least annually, review and reassess the adequacy of such Corporate Governance Guidelines;
oversee compliance with the Company’s Corporate Governance Guidelines and report on such compliance to the Board and review requests for waivers compliance with the Company’s Corporate Governance Guidelines
review potential conflicts of interest involving directors and determine whether such directors may vote on issues as to which there may be a conflict;
monitor and make recommendations to the Board on other matters of Board policy and practices relating to corporate governance;
review and make recommendations to the Board regarding proposals of shareholders that relate to corporate governance.

3. Composition, Membership and Qualification
The number of members comprising the Corporate Governance/Nominating Committee shall be as determined by the Board consistent with the Company’s certificate of incorporation and by-laws and applicable law, as the same may be amended from time to time, but shall not be less than three (3) members each of whom shall be independent non-employee directors. A majority of the full Board shall appoint the members of the Corporate Governance/Nominating Committee annually and as vacancies or newly created positions occur. Members of the Corporate Governance/Nominating Committee may also be removed, at any time, with or without cause, by a majority of the full Board. The Board shall designate the Chairperson of the Corporate Governance/Nominating Committee.
The Board shall, in the exercise of its business judgment, determine the “independence” of directors within the meaning of applicable law, SEC rules and American Stock Exchange regulations for this purpose. Members of the Corporate Governance/Nominating Committee shall also qualify as “non-employee directors” within the meaning of Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended, and as “outside directors” within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended.

4. Meetings and Other Actions
The Corporate Governance/Nominating Committee shall meet at least once a year and at such additional times as may be necessary to carry out its responsibilities. Meetings may be called by the Chairperson of the Corporate Governance/Nominating Committee or the Chairperson of the Board. All meetings of and other actions by the Corporate Governance/Nominating Committee shall be held and taken pursuant to the by-laws of the Company including by-law provisions governing notice of meetings and waiver thereof, action by written consent and other related matters.

A majority of the Corporate Governance/Nominating Committee members shall constitute a quorum for the transaction of business. The action of a majority of those present at a meeting at which a quorum is attained, shall be the act of the Corporate Governance/Nominating Committee and when only two (2) members are present and this constitutes a quorum, the unanimous vote of the two (2) members, shall constitute the act of the Corporate Governance/Nominating Committee.

The Corporate Governance/Nominating Committee shall meet in executive session without the presence of any members of management as often as it deems appropriate. The Corporate Governance/Nominating Committee shall meet as required and report thereon from time to time to the Board of Directors. Reports of meetings of and actions taken at meetings or by consent by the Corporate Governance/Nominating Committee shall be made by the Chairperson or his or her delegate to the Board at its next regularly scheduled meeting following the Corporate Governance/Nominating Committee meeting or action and shall be accompanied by any recommendations from the Corporate Governance/Nominating Committee to the Board.
Except as expressly provided by this charter, the Company’s certificate of incorporation, by-laws or Corporate Governance Guidelines or as required by law, regulations or American Stock Exchange rules, the Corporate Governance/Nominating Committee shall establish its own rules of procedure.

5. Nominating Criteria
The Corporate Governance/Nominating Committee shall identify and evaluate candidates for director in accordance with the general and specific criteria set forth in the Company’s by-laws and below or determined as provided below:

A. General Criteria. Director selection should include at least enough independent directors, as defined under applicable law and rules, to satisfy the requirement that a majority of the Company’s directors be independent and such independent directors should have appropriate skills, experiences and other characteristics to provide qualified persons to fill all Board committee positions required to be filled by independent directors. Subject to the right of the Corporate Governance/Nominating Committee and the Board to decide otherwise when deemed appropriate, the Chief Executive Officer of the Company should be a director and, depending on the circumstances, certain other members of management, as well as certain individuals having relationships with the Company that prevent them from being independent directors, may be appropriate members of the Board. Each director should:

be an individual of the highest character and integrity and have an inquiring mind, vision, a willingness to ask hard questions and the ability to work well with others;
be free of any conflict of interest that would violate any applicable law or regulation or interfere with the proper performance of a director’s responsibilities;
be willing and able to devote sufficient time to the affairs of the Company and be diligent in fulfilling the responsibilities of a director and Board committee member (including developing and maintaining sufficient knowledge of the Company and its industry, reviewing and analyzing reports and other information important to Board and committee responsibilities, preparing for, attending and participating in Board and committee meetings and satisfying appropriate orientation and continuing education guidelines); and
have the capacity and desire to represent the best interests of the shareholders as a whole and not primarily a special interest group or constituency.

B. Specific Criteria. In addition to the foregoing general criteria, the Corporate Governance/Nominating Committee shall develop, reevaluate at least annually and modify as appropriate a set of specific criteria outlining the skills, experiences (whether in business or in other areas such as public service, academia or scientific communities), particular areas of expertise, specific backgrounds (such as biotechnology) and other characteristics that should be represented on the Board to enhance the effectiveness of the Board and Board committees. The specific criteria should:

take into account any particular needs of the Company based on its business, size, ownership, growth objectives, community, customers and other characteristics and will need to be adjusted and refocused as these Company characteristics change and evolve;
reflect the Company’s belief that gender and ethnic diversity provide additional perspectives that are helpful; and
prepare at least annually a list of any specific criteria so identified that are not adequately represented on the Board and, when practical, the Corporate Governance/Nominating Committee should indicate the most significant deficiencies that should be given the highest- priority in recruiting new director candidates possessing the missing criteria.

6. Additional Resources
The Corporate Governance/Nominating Committee shall have the right to use reasonable amounts of time of the Company’s internal and independent accountants, internal and outside lawyers and other internal staff and also have the authority to hire independent experts, lawyers and other consultants to assist and advise it in connection with its responsibilities (provided that the Corporate Governance/Nominating Committee shall keep the Company’s finance department advised as to the general range of anticipated expenses for outside consultants and shall obtain the concurrence of the full Board in advance for non-routine and/or extraordinary expenses).