Governance
Corporate Governance Principles
The Corporate Governance Principles, adopted by the Board of Directors on February 12, 2003, describe the principles and practices that guide the Board in carrying out its responsibilities. The Principles address subjects including the Board's composition, responsibilities, meetings, and structure. Together with the charters of the Board committees, the Principles provide the framework for the governance of SonoSite. Last amended April 21, 2009.
View Corporate Governance Principles (PDF)
Code of Conduct
On February 11, 2004, the Board adopted a Code of Conduct to guide the Company's officers, directors and employees in complying with the law and maintaining the highest standards of ethical conduct. All of the Company's employees must carry out their duties in accordance with the policies set forth in the Code of Conduct and with applicable laws and regulations. The Code of Conduct also sets forth the Company's procedures for reporting possible wrongdoing to executive management and establishes a confidential procedure for reporting to the Audit Committee.
View Code of Conduct (PDF)
Articles of Incorporation
Amended and Restated as of April 29, 2010
View Articles of Incorporation (PDF)
Bylaws
Amended and restated as of April 12, 2009
View Bylaws (PDF)
Stock Ownership Guidelines
The Board of Directors of SonoSite, Inc. believes that the Company's executive officers and members of the Board of Directors should own and hold common stock of the Company to further align their interests and actions with the interests of the Company's shareholders. Therefore, the Board of Directors has adopted Stock Ownership Guidelines.
Stock Ownership Guidelines (PDF)
SonoSite's Comprehensive Compliance Program and Statement of Compliance
SonoSite's Comprehensive Compliance Program and Statement of Compliance (PDF)
Committee Membership and Charters
The Board of Directors has four standing committees: the Executive Committee, the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee. Each committee is composed entirely of independent Directors. The Board of Directors has adopted charters for each of its four standing committees, which describe the committee's composition, responsibilities, and operations.
View Committee Membership and Charters
Board of Directors Communication Policy
The Board of Directors maintains a process for shareholders to communicate with the Board of Directors. Shareholders wishing to communicate with the Board of Directors should send any communication to Secretary, SonoSite, Inc. 21919 30th Drive SE, Bothell, WA 98021. Any such communication must state the number of shares beneficially owned by the shareholder making the communication. The Secretary will forward such communication to the full Board of Directors or to any individual director or directors to whom the communication is directed unless the communication is unduly hostile, threatening, illegal or similarly inappropriate, in which case the Secretary has the authority to discard the communication or take appropriate legal action regarding the communication.