The Board of Directors (the “Board”) of Preferred Apartment Communities, Inc. (the “Company”) has developed and adopted these Corporate Governance Guidelines (the “Guidelines”) to promote the functioning of the Board and its committees and to set forth a common set of expectations with respect thereto.
Preferred Apartment Communities, Inc. (the “Company”) is dedicated to maintaining the highest integrity and standards of ethics. We will treat our tenants, property managers, suppliers, employees, shareholders and the community with honesty, dignity, fairness and respect.
The purpose of the Committee shall be to assist the Board in its oversight of (i) the integrity of the Company’s financial statements, (ii) the Company’s compliance with legal and regulatory requirements, (iii) the qualifications and independence of any independent registered public accounting firm engaged by the Company (the “independent auditors”) and (iv) the performance of the Company’s internal audit functions and independent auditors.
The purpose of the Committee shall be (i) the evaluation of services provided by the individuals who serve as the President and Chief Executive Officer and other executive officers of the Company; (ii) the evaluation of compensation paid by the Company directly, if any, to any individual who serves as President and Chief Executive Officer or other executive officers of the Company; (iii) the approval, evaluation and administration of all equity compensation plans of the Company; and (iv) to take a leadership role in shaping the Company’s compensation policies.
The Committee’s purpose shall be to (i) assist the Board by identifying individuals qualified to become Board members, consistent with criteria approved by the Board and Committee; (ii) recommend for selection by the Board the director nominees for each election of directors; (iii) annually review and reassess corporate governance principles, codes of conduct and compliance mechanisms applicable to the Company, including the Code of Business Conduct and Ethics; (iv) provide general oversight in the evaluation of the Board and each committee; and (v) take a leadership role in shaping the Company’s corporate governance policies.
The purpose of the Committee shall be (i) the evaluation of performance by the manager under the Management Agreement among the Company, Preferred Apartment Communities Operating Partnership, L.P., and Preferred Apartment Advisors, LLC (the “Manager”), dated as of November 19, 2010, as the same may be amended from time to time (the “Management Agreement”); (ii) the evaluation of the compensation paid under the Management Agreement; (iii) to carry out the duties set forth in Section 3.10 of the Second Amended and Restated ByLaws (the “By-Laws”) of the Company with respect to contracts or transactions with John A. Williams, Williams Opportunity Fund, LLC, the Manager, any member of the Board or any of their respective affiliates; and (iv) to investigate, review and act on matters referred or disclosed to it where a conflict of interest exists or arises.