ACHN 2018 Proxy Statement

• reviewing and discussing with management and the independent registered public accounting firm our annual and quarterly financial statements and related disclosures; • monitoring our internal control over financial reporting, disclosure controls and procedures and code of business conduct and ethics as relates to its areas of oversight; • monitoring our risk management and investment policies; • establishing policies regarding hiring employees from the registered public accounting firm and procedures for the receipt and retention of accounting related complaints and concerns; • meeting independently with our independent registered public accounting firm and management; • reviewing and approving or ratifying any related party transactions; • considering the adequacy of our internal accounting controls, critical accounting policies and audit procedures; • approving (or, as permitted, pre-approving) all audit and non-audit services to be performed by our independent registered public accounting firm; and • preparing the Audit Committee Report required by SEC rules. Compensation Committee Our Compensation Committee’s responsibilities include: • annually reviewing and approving corporate goals and objectives relevant to our Chief Executive Officer and our other named executive officers’ compensation; • determining our Chief Executive Officer’s compensation; • reviewing and approving, and reporting to our Board of Directors with respect to, the compensation of our other executive officers; • overseeing and administering discretionary cash bonus awards and our equity incentive plans; • reviewing and making recommendations to our Board of Directors with respect to director compensation; • reviewing and discussing annually with senior executives our “Compensation Discussion and Analysis;” and • preparing the report of the Compensation Committee required by SEC rules. The processes and procedures followed by our Compensation Committee in considering and determining compensation are described below in “Compensation Discussion and Analysis” under the heading “Compensation Processes.” The Compensation Committee is authorized to retain advisors and consultants and to compensate them for their services. Additionally, the Compensation Committee may delegate authority to one or more subcommittees as it deems appropriate. Nominating and Corporate Governance Committee Our Nominating and Corporate Governance Committee’s responsibilities include: • identifying individuals qualified to become members of our Board of Directors; 31