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Corporate Governance

CORPORATE GOVERNANCE

The Board of Directors of Mistras Group, Inc. (the "Company") sets high standards for the Company's employees, officers and directors. Implicit in this philosophy is the importance of sound corporate governance. It is the duty of the Board of Directors to serve as a prudent fiduciary for shareholders and to oversee the management of the Company's business. To fulfill its responsibilities and to discharge its duty, the Board of Directors follows the procedures and standards that are set forth in these guidelines. These guidelines are subject to modification from time to time as the Board of Directors deems appropriate in the best interests of the Company or as required by applicable laws and regulations.

Title Documents

Audit Committee Charter

Code of Conduct

Code of Ethics for Principal Executive and Senior Financial Officers

Compensation Committee Charter

Complaint Procedures for Accounting and Auditing Matters

Corporate Governance Guidelines

Insider Trading Compliance Policy

Corporate Governance Committee Charter

Director Nominating Process and Policy

Securityholder Communication Policy

Second Amended and Restated Certificate of Incorporation

Amended and Restated Bylaws

Director Qualification Criteria

Director Resignation Policy

Stock Ownership Guidelines

Related Person Transaction Policy

Incentive Compensation Recoupment Policy For Executive Officers, as adopted 7/19/2016.