AKAO 2018 Proxy Statement

21 make a nomination for director review a copy of our bylaws, as amended and restated to date, which is available, without charge, from our Corporate Secretary, at 1 Tower Place, Suite 300, South San Francisco, California 94080. Dr. Bernstein was appointed to the board of directors in July 2017 to fill a vacancy on the board of directors, and therefore is standing for election as a director by stockholders for the first time. Dr. Bernstein was recommended to our board of directors and its nominating and corporate governance committee upon the recommendation of our chief executive officer and certain non-management directors. Meetings of the Board of Directors, Board and Committee Member Attendance and Annual Meeting Attendance Our board of directors met ten times during 2017. The audit committee met five times, the compensation committee met four times and the nominating and corporate governance committee met two times. During 2017, each board member attended 75% or more of the aggregate of the meetings of the board of directors and of the committees on which he or she served, which occurred while such director was a member of the board of directors and such committees. We encourage all of our directors and nominees for director to attend our annual meetings of stockholders; however, attendance is not mandatory. All nine of the directors then serving on our board attended our annual meeting of stockholders in 2017. Stockholder Communications with the Board of Directors Should stockholders wish to communicate with the board of directors or any specified individual directors, such correspondence should be sent to the attention of our Corporate Secretary, at 1 Tower Place, Suite 300, South San Francisco, California 94080. The Corporate Secretary will forward the communication to the board of directors members. Compensation Committee Interlocks and Insider Participation During 2017, our compensation committee consisted of Messrs. Doyle, Stea and Smither. Dr. Colowick served as a member of the compensation committee during the 2017 fiscal year until July 2017, at which time Mr. Stea joined the committee. As noted above, Mr. Doyle served as our Chief Operating Officer from August 2009 to November 2009 and from February 2011 to November 2012, and as our Chief Financial Officer from November 2009 to February 2011. Other than this prior service by Mr. Doyle, no individual who served as a member of our compensation committee during 2017 has at any time been one of our officers or employees. None of our executive officers currently serves, or in the past fiscal year has served, as a member of the board of directors or compensation committee of any entity that has one or more executive officers on our board of directors or compensation committee. Compensation Risk Assessment Consistent with the SEC’s disclosure requirements, we have assessed our compensation programs for all employees. We have concluded that our compensation policies and practices do not create risks that are reasonably likely to have a material adverse effect on us. Management has evaluated our executive and employee compensation and benefits programs to determine if these programs’ provisions and operations create undesired or unintentional risk of a material nature. The risk assessment process includes a review of program policies and practices; analysis to identify risks and risk controls related to our compensation programs; and determinations as to the sufficiency of risk identification, the balance of potential risk to potential reward, the effectiveness of our risk controls and the impacts of our compensation programs and their risks to our strategy. Although we periodically review all compensation programs, we focus on the programs with variability of payout, with the ability of a participant to directly affect payout and the controls on participant action and payout. In relation to this, we believe that our incentive compensation arrangements provide incentives that do not encourage risk taking beyond our ability to effectively identify and manage significant risks and are compatible with effective internal controls and our risk management practices. The Compensation Committee monitors our compensation programs on an annual basis and expects to make modifications as necessary to address any changes in our business or risk profile.