Board Leadership Structure
Our board of directors monitors and performs an oversight role with respect to the business and affairs of Solar Senior Capital, including with
respect to investment practices and performance, compliance with regulatory requirements and the services, expenses and performance of service providers to Solar Senior Capital. Among other things, our board of directors approves the appointment of
Solar Capital Partners, our investment adviser, and officers, reviews and monitors the services and activities performed by Solar Capital Partners and executive officers and approves the engagement, and reviews the performance of, our independent
public accounting firm.
Under Solar Senior Capitals bylaws, our board of directors may designate a chairman to preside over the
meetings of the board of directors and meetings of the stockholders and to perform such other duties as may be assigned to him by the board of directors. We do not have a fixed policy as to whether the chairman of the board of directors should be an
independent director and believe that we should maintain the flexibility to select the chairman and reorganize the leadership structure, from time to time, based on the criteria that is in the best interests of Solar Senior Capital and its
stockholders at such times.
Presently, Mr. Gross serves as the Chairman of our board of directors. Mr. Gross is an
interested person of Solar Senior Capital as defined in Section 2(a)(19) of the 1940 Act because he is the President and Chief Executive Officer of Solar Senior Capital, serves on the investment committee of Solar Capital Partners
and is a managing member of Solar Capital Partners. We believe that Mr. Gross history with Solar Senior Capital, familiarity with its investment platform, and extensive knowledge of the financial services industry and the investment
valuation process in particular qualify him to serve as the Chairman of our board of directors. We believe that Solar Senior Capital is best served through this existing leadership structure, as Mr. Gross relationship with Solar Senior
Capital Partners provides an effective bridge and encourages an open dialogue between management and the board of directors, ensuring that both groups act with a common purpose.
Our board of directors does not currently have a designated lead independent director. We are aware of the potential conflicts that may arise
when a
non-independent
director is chairman of the board of directors, but believe these potential conflicts are offset by our strong corporate governance policies. Our corporate governance policies include
regular meetings of the independent directors in executive session without the presence of interested directors and management, the establishment of the Audit Committee, the Nominating and Corporate Governance Committee, and the Compensation
Committee, which are comprised solely of independent directors and the appointment of a chief compliance officer, with whom the independent directors meet regularly without the presence of interested directors and other members of management, for
administering our compliance policies and procedures.
We recognize that different board leadership structures are appropriate for
companies in different situations. We
re-examine
our corporate governance policies on an ongoing basis to ensure that they continue to meet Solar Senior Capitals needs.
Boards Role in Risk Oversight
Our
board of directors performs its risk oversight function primarily through (a) its three standing committees, which report to the entire board of directors and are comprised solely of independent directors, and (b) active monitoring of our
Chief Compliance Officer and our compliance policies and procedures.
As described below in more detail under Committees of the
Board of Directors, the audit committee, the nominating and corporate governance committee and the compensation committee assist the board of directors in fulfilling its risk oversight responsibilities. The audit committees risk
oversight responsibilities include overseeing Solar Senior Capitals accounting and financial reporting processes, Solar Senior Capitals systems of internal controls regarding finance and accounting, and audits of Solar Senior
Capitals financial statements. The nominating and corporate governance committees risk oversight responsibilities include selecting, researching
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