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OTHER INFORMATION
Code of Ethics
We adopted a Code of Ethical Conduct on March 25, 2008 that includes provisions ranging from conflicts of interest to compliance with all applicable laws and regulations. All officers, directors and employees are bound by this Code of Ethical Conduct, violations of which may be reported to the Code of Ethics Contact Person and/or any member of the Audit Committee.
Board Committees
Our board does not have a separately-designated standing audit committee. Currently, our entire board acts as the audit committee. Our board has determined that Mr. Fater is an ‘‘audit committee financial expert,’’ as that term is defined in Item 401(e)(2) of Regulation S-B. Mr. Fater, however, would not be considered ‘‘independent,’’ as that term is defined under the NASDAQ listing standards. At such time as we expand our board of directors to include additional independent directors, we intend to establish a separate standing Audit Committee. Based on our small size, early development stage and limited financial and human resources, we did not believe that creating an audit committee separate and distinct from our full board of directors would be cost-effective at this time.
Acting in its audit committee function, our board reviews, with our independent accountants, our annual financial statements prior to publication, and reviews the work of, and approves non-audit services performed by, such independent accountants. Our board appoints the independent accountants for the ensuing year.
Our board does not have a nominating committee. The entire board makes the selection of nominees for our board. At the present time, we do not believe that maintaining a nominating committee would lead to the identification of a broader pool of candidates eligible and willing to serve as the directors of the Company. Our board anticipates establishing a nominating committee with ‘‘independent’’ directors within the next twelve months.
Our board believes that all directors, including nominees, should possess the highest personal and professional ethics, integrity, and values, and be committed to representing the long-term interests of its stockholders. Our board will consider criteria including the nominee’s current or recent experience as a senior executive officer, whether the nominee is independent, as that term is defined in Rule 4200(a)(15) of the NASDAQ listing standards, the business experience currently desired on its board, geography, the nominee’s expertise in biotechnology and the nominee’s general ability to enhance the overall composition of its board. Our board does not have a policy with regard to the consideration of candidates recommended by stockholders. Our board has made no determination as to whether or not such a policy should be adopted. Our board will consider candidates recommended by stockholders. To be considered for nomination by our board of directors at the next Annual Meeting of stockholders, our board must receive stockholder recommendations at least 120 calendar days before the anniversary date of its proxy statement for the previous year’s Annual Meeting. To recommend a candidate, a stockholder should send the candidate’s name, age, credentials (including principal occupation and employment), contact information and the candidate’s consent to be considered to our board at our principal executive office address. The stockholder should also provide the stockholder’s contact information, describe the stockholder’s relationship with the candidate, and include a statement as to the number of shares owned by the stockholder and the length of time such shares have been owned. All nominations made by stockholders will be given the same consideration as nominees made by our board.
Our board has a Compensation Committee and Dr. Wiesmeier is the sole member of the Compensation Committee. Although Dr. Wiesmeier acted on the behalf of the Compensation Committee, there were no formal meetings of the Compensation Committee last year. On compensation matters, the Compensation Committee considers and recommends payroll expenditures, salaries, stock options, stock incentive and bonus proposals for our executive officers.
Independent Certified Public Accountants: Daszkal, Bolton, LLP.
Securities Counsel: Akerman Senterfitt
Patent Counsel Arnall Golden Gregory, LLP
Common Stock listed on the Over-The-Counter Bulletin Board (OTC:BB)
Ticker Symbol: VCRT.OB
Approximate Shares Outstanding 27,000,000