Emisphere’s business is managed by a Board of Directors. It is the paramount duty of the Board of Directors to oversee the Chief Executive Officer and other senior management in the competent and ethical operation of the Company and to assure that the long-term interests of the stockholders are being served. To satisfy this duty, Emisphere’s directors take a proactive, focused approach to their position, and set standards to ensure that the Company is committed to business success through maintenance of the highest standards of responsibility and ethics. The Board of Directors is kept advised of Emisphere’s business through regular verbal or written reports, Board of Directors meetings, and analysis and discussions with the Chief Executive Officer and other officers of the Company.
Members of the Board of Directors bring to Emisphere a wide range of experience, knowledge and judgment. These varied skills mean that governance is far more than a “check the box” approach to standards or procedures. The Company’s governance organization is designed to be a working structure for principled actions, effective decision-making and appropriate monitoring of both compliance and performance.