Statement of Corporate Governance

 

This Statement of Corporate Governance is intended to provide an overview of the corporate governance of American Media, Inc. (“AMI”) and AMI’s directly and indirectly owned subsidiaries (collectively, the “Subsidiaries”).

 

AMI and the Subsidiaries are governed by their respective Certificates of Incorporation of Incorporation and bylaws. In addition, AMI is party to, and governed by, that certain Stockholders’ Agreement dated January 30, 2009 (the “Stockholders’ Agreement”).

 

 

Board of Directors

The Board of Directors oversees the business and operations of AMI and the Subsidiaries by establishing company policy, formulating strategic direction, reviewing performance, approving annual budgets and seeking to enhance the interests of stockholders.

 

Size, Composition and Term of the Board of Directors

The Stockholders’ Agreement provides that the Board of Directors shall be comprised of seven (7) members. Six (6) members of the Board of Directors are appointed by AMI’s shareholders and the final member is the individual holding the office of Chief Executive Officer of AMI. The Stockholders’ Agreement provides that each member of the Board of Directors shall serve until removed by the AMI shareholder(s) who appointed such member (or, in the case of the Chief Executive Officer of AMI, until such person ceases to hold such office) or until death, disability or resignation.

 

 

Meetings of the Board of Directors
The bylaws provide that regular meetings of the Board of Directors may be held at such time and at such place as may be determined by the Board of Directors from time to time. The bylaws also provide that special meetings of the Board of Directors may be called by the Chairman, if there be one, the President, or any two directors.

 

 

Committees of the Board of Directors
The Board of Directors has established the following three (3) committees to a: an Audit Committee, a Compensation Committee and a Nominating Committee. The Audit Committee is charged with the oversight of financial reporting and disclosure. The Compensation Committee is charged with the oversight of financial compensation to company executives. The Nominating Committee is charged with developing criteria forfilling vacancies on the Board of Directors.

 

 

Access to Management and Independent Advisors
The Board of Directors receives monthly, quarterly and annual operating and financial reports of AMI. The Board of Directors also has unrestricted access to senior management, financial advisors, auditors, legal counsel and other consultants.