these directors, and none of the current members of our Compensation Committee, is an officer or employee of our Company, nor has any of them ever been an officer or employee of our Company,
including during fiscal year 2018.
Code of Business Conduct and Ethics; Corporate Governance Guidelines
We have adopted a written code of ethics that applies to our directors, executive officers and employees, and we also have adopted corporate
governance guidelines. A copy of our code of ethics is posted on our website, which is located at www.zosanopharma.com, under InvestorsCorporate Governance. If we make any substantive amendments to, or grant any waivers from, a
provision of our code of ethics for any officer or director, we will disclose the nature of such amendment or waiver on our website.
Meetings of the Board of Directors
Our Board of Directors met in person or by telephone eight times during fiscal year 2018. No
director attended fewer than 75% of the aggregate number of meetings of the Board of Directors and of any committee of the Board of Directors on which he served, in each case held during the period in which he served as a director, in fiscal year
2018.
Policy Regarding Board Attendance
Our directors are expected to attend meetings of the Board of Directors and meetings of committees of the Board of Directors on which they
serve. Our directors are expected to spend the time needed at each meeting and to meet as frequently as necessary to properly discharge their responsibilities. We encourage members of our Board of Directors to attend our annual meetings of
stockholders, but we do not have a formal policy requiring them to do so. Our last annual meeting of stockholders was held on May 31, 2018 and was attended by one of the members of our Board of Directors.
Director Candidates and Selection Process
Our Nominating and Corporate Governance Committee, in consultation with our Board of Directors, is responsible for identifying and reviewing
candidates to fill open positions on the Board of Directors, including positions arising as a result of the removal, resignation or retirement of any director, an increase in the size of the Board of Directors or otherwise, and recommending to our
full Board of Directors candidates for nomination for election as directors. In evaluating the qualifications of candidates, the Nominating and Corporate Governance Committee will consider any requirements of applicable law and Nasdaq listing
standards, a candidates strength of character, judgment, business experience and specific areas of expertise, familiarity with our industry, principles of diversity, factors relating to the composition of our Board of Directors (including its
size and structure), and such other factors as the Nominating and Corporate Governance Committee deems to be appropriate. The goal of the Nominating and Corporate Governance Committee is to assemble a Board of Directors that consists of individuals
who bring a variety of complementary attributes and who, taken together, have the appropriate skills and experience to oversee our business. The Nominating and Corporate Governance Committee is responsible for reviewing from time to time the
criteria it uses to evaluate the qualifications of candidates.
Our Nominating and Corporate Governance Committee has not adopted any
formal policy, guidelines or procedures regarding the diversity of our Board of Directors. Our priority in selection of Board members is identification of members who will further the interests of our stockholders through an established record of
professional accomplishment, the ability to contribute positively to the collaborative culture among Board members, knowledge of our business and understanding of the competitive landscape.
Stockholders may recommend individuals to the Nominating and Corporate Governance Committee for consideration as potential director candidates
by submitting their names, together with appropriate biographical
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