Governance

Audit Committee Charter
The purpose of the Audit Committee is to assist the Board of Trustees of MSO, Inc., in its oversight of the integrity and audit of the Company’s financial statements.  This includes the Company’s accounting, financial reporting, disclosure processes, the adequacy of systems of disclosure, and internal control established by management, processes established by management to provide compliance with legal and regulatory requirements, and the independent auditor’s qualifications, performance and independence.

The Company’s management is responsible for the preparation, presentation and integrity of the Company’s financial statements and the independent auditor is responsible for auditing the Company’s financial statements.

The independent auditor shall report directly to the Audit Committee. The Committee will recommend to the Board and for ratification by members the selection of the independent auditor. The Committee will oversee, evaluate, retain, and set compensation for the independent auditor.

Organization
The Committee shall consist of a Chairman and not less than two additional independent Trustees as selected by the Chairman of the Board as detailed in the By Laws.

Responsibilities

  • Appoint the independent auditor and pre-approve all audit and engagement services and fees.  The Chair of the Audit Committee will sign the annual audit letter with the MSO Financial Officer.
  • Review and evaluate at least annually the qualifications, independence and performance of the independent auditor, taking into account opinions of management, and present findings to the Board annually.
  • Receive periodic reports from the Financial Officer related to significant accounting developments, emerging issues, impact of regulatory and accounting initiatives.
  • Meet to review and discuss with management and the independent auditor the Company’s annual financial statement, and recommend to the Board the acceptance of the annual financial report and Form 990 for filing.
  • Review and discuss with management and the independent auditor their reports regarding the adequacy and the effectiveness of the Company’s internal control over financial reporting.
  • Review and recommend to the Board the annual Auditor’s Agreed Upon Procedures Review of the MSO Retirement Plans.
  • Meet at least twice per year or more frequently as determined by the Board and the Chair of the Committee.
  • Annually review the Audit Committee Charter.

2018

Compensation Committee Charter
The purpose of the Compensation Committee of MSO, Inc. is to oversee, on behalf of the Board of Trustees, the promotion and compensation of senior management and the human resource policies of MSO, Inc., including salary and benefit policies. The Committee will review Trustee compensation on an annual basis. It will also oversee the succession planning process.

Organization
The Committee shall consist of a Chairman and not less than two additional independent Trustees as selected by the Chairman of the Board as detailed in the By Laws.

Responsibilities
Among their specific duties and responsibilities, the Committee shall have the authority to:

  • Review and approve executive compensation philosophy and strategy including appropriate peer group and target compensation positioning.
  • Review annually and recommend to the Board Trustees’ the Trustees’ compensation.
  • In their discretion, retain the advice of consultants to assist them in the performance of their duties, including the evaluation of the CEO and executive officer compensation.
  • Review and approve compensation, incentive, pension, and employee benefit plans and any significant changes to those plans and periodically review compensation plans to determine whether policies established by the Committee have been executed as intended and are achieving the intended results.
  • Review and oversee management development, practices and plans for senior management succession.
  • Review and approve the MSO Benefit and Retirement plans for employees.
  • Annually review the MSO Investment Guidelines for the Retirement Plan.
  • Annually review the MSO Employee Handbook.
  • Meet at least twice per year or more frequently as determined by the Board and the Chair of the Committee.
  • Annually review the Compensation Committee Charter.

2018

Nominating and Governance Committee Charter
The role of the Nominating and Governance Committee is to oversee, on behalf of the Board of Trustees of MSO, Inc., its corporate governance procedures and practices, including the recommendation of individuals for election to the Board of Trustees and to oversee the ethics and conflict of interest policies of MSO, Inc. and the Board of Trustees.

Organization
The Committee shall consist of members as selected by the Chairman of the Board as detailed in the By Laws.

Responsibilities
Among their specific duties and responsibilities, the Committee shall have the authority to:

  • Oversee corporate governance procedures and practices and make recommendations with respect to such procedures and practices.
  • Review the current composition of the Board of Trustees and recommend to Board of Trustees criteria for recruitment of future members.
  • Recommend to the Board of Trustees the names of individuals to be nominated by the Board to stand for election at each year’s annual meeting of members.
  • Establish and maintain a procedure for consideration of Trustee candidates recommended for consideration.
  • Oversee the conduct of the annual self-evaluation process of the Board of Trustees and its Committees.
  • Review the policies on business ethics and conflicts of interest for the Board and the corporation.
  • Review the MSO, Inc. Enterprise Risk Management plan at least annually and work with the Board on risk related issues including Cyber Risk.
  • Annually review MSO contractual documents, i.e. subscriber agreement & NDA.
  • Develop and review annually the investment policy for the MSO emergency funds.
  • Meet at least twice per year or more frequently as determined by the Board and the Chair of the Committee.
  • Annually review the Nominating & Governance Committee Charter.

2018