GNPX 2017 Annual Report

87 The responsibilities of our audit committee include: • appointing, approving the compensation of, and assessing the independence of our registered public accounting firm; • overseeing the work of our registered public accounting firm, including through the receipt and consideration of reports from such firm; • reviewing and discussing with management and the 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; • discussing our risk management policies; • reviewing and approving or ratifying any related person transactions; and • preparing the audit committee report required by SEC rules. Compensation Committee Our compensation committee consists of David Friedman and Robert Pearson. The chair of our compensation committee is Mr. Pearson. The responsibilities of our compensation committee include: • reviewing and approving, or recommending that our board of directors approve, the compensation of our chief executive officer and our other executive officers; • reviewing and recommending to our board of directors the compensation of our directors; • selecting independent compensation consultants and advisers and assessing whether there are any conflicts of interest with any of the committees compensation advisers; and • reviewing and approving, or recommending that our board of directors approve, incentive compensation and equity plans. Nominating and Corporate Governance Committee Our nominating and corporate governance committee consists of David Friedman and Robert Pearson. The chair of our nominating and corporate governance committee is Mr. Friedman. The responsibilities of our nominating and corporate governance committee include: • identifying individuals qualified to become members of our board; • recommending to our board the persons to be nominated for election as directors and for appointment to each of the board’s committees; • reviewing and making recommendations to our board with respect to management succession planning; • developing and recommending to our board corporate governance principles; and • overseeing a periodic evaluation of our board. Role of the Board in Risk Oversight The audit committee of our board is primarily responsible for overseeing our risk management processes on behalf of our board. Going forward, we expect that the audit committee will receive reports from management on at least a quarterly basis regarding our assessment of risks. In addition, the audit committee reports regularly to our board, which also considers our risk profile. The audit committee and our board focus on the most significant risks we face and our general risk management strategies. While our board oversees our risk management, management is responsible for day-to-day risk management team processes.