TravelCenters of America LLC considers proper corporate governance to be important. A majority of our Board of Directors are independent, and all of our Board of Committees, including our Audit Committee, are comprised solely of Independent Trustees.
We have a five member Board of Directors, of which three are Independent Trustees. The Board operates with three separate committees: an Audit Committee, a Compensation Committee and a Nominating and Governance Committee. The Board has also adopted Governance Guidlines and Committee Charters for each of its Committees.
The Board's Audit Committee currently has a qualified Audit Committee "financial expert" as defined by SEC rules. We also have Director of Internal Audit and Compliance who reports directly to the Board's Audit Committee.
All of the company's Trustees, officers and personnel follow a Code of Business Conduct and Ethics. On December 2, 2014, TravelCenters of America's Code of Business Conduct and Ethics (the "Code") was amended to provide additional guidance with respect (i) which persons are subject to the Code, (ii) limitations on political contributions and activities by or on behalf of TravelCenters of America and (iii) compliance with laws restricting the ability of TravelCenters of America and its employees to give gifts to public officials. The Code was also amended to clarify policies and procedures related to reporting possible violations of the Code, and reflect the adoption of a new insider trading policy. We also have a Governance Hotline that allows users to report matters directly to Senior Management, the Board of Trustees or the Audit Committee.