ACHN 2018 Proxy Statement

• recommending to our Board of Directors the persons to be nominated for election as directors and to each of the Board’s committees; • corporate governance; • corporate governance structure, including recommending committee assignments for members of the Board of Directors; • reviewing and making recommendations to the Board of Directors with respect to management succession planning; • developing and recommending to the Board of Directors corporate governance principles; and • overseeing an annual evaluation of the Board of Directors and its committees. The processes and procedures followed by the Nominating and Corporate Governance Committee in identifying and evaluating director candidates are described above under the heading “Director Nomination Process.” The Nominating and Corporate Governance Committee is authorized to retain advisors and consultants and to compensate them for their services. Compliance Committee Our Compliance Committee’s responsibilities include: • overseeing the Company’s activities in the area of compliance with laws, regulations and industry standards except where the oversight responsibility is with the Audit Committee; • reviewing significant compliance risk areas and the steps management takes to monitor, control, and report such compliance risk exposures; • reviewing and monitoring the development and effectiveness of the Company’s Compliance Program and recommending improvements as necessary or appropriate; • reviewing and recommending to the full Board of Directors any changes to the Company’s Code of Business Conduct and Ethics; • ensuring proper communication of significant compliance issues to the full Board of Directors; • reviewing efforts to promote an ethical culture; and • overseeing the mechanisms for employees to seek guidance and report concerns regarding matters of compliance with laws, regulations, and regulatory standards. Strategy Committee Our Strategy Committee’s responsibilities include: • reviewing and providing guidance to management and the Board of Directors with respect to the Company’s strategy and business model; • assisting management and the Board of Directors in discussions on material changes in the Company’s strategy; and • periodically reviewing with management prospective candidates for corporate strategic transactions or potential collaboration partners, when and as appropriate. Communicating with the Directors Our Board of Directors will give appropriate attention to written communications that are submitted by stockholders and will respond if and as appropriate. The Chairman of the Board is primarily responsible for monitoring communications from stockholders and for providing copies or summaries to the other directors as he considers appropriate. 32