INVESTOR RELATIONS
CORPORATE GOVERNANCE
Our Board of Directors oversees corporate governance matters for the Company. It also performs continuous reviews of the Company's corporate governance policies.
The Company currently has seven (7) members on its Board of Directors all of whom were approved, recommended and nominated for election to the Board of Directors by the Company's Nominating and Corporate Governance Committee and by the Board of Directors. Each of the Directors was elected by the stockholders at the 2012 Annual Meeting of Stockholders held on May 9, 2012 (the "2012 Annual Meeting"). Effective as of the 2012 Annual Meeting, Thomas Lockburner retired as a member of the Board of Directors, the Nominating and Corporate Governance Committee, and as the Chairman of the Finance and Audit Committee. Additionally, Daniel F. Schmitt was elected to the Board of Directors and replaced Mr. Lockburner as Chairman of the Finance and Audit Committee and as a member of the Nominating and Corporate Governance Committee. The Board of Directors has determined that each of its current Directors, except for Thomas M. Joyce, our Chairman and Chief Executive Officer, is independent within the meaning of the Securities and Exchange Commission ("SEC") and The New York Stock Exchange ("NYSE") director independence standards, as currently in effect.
During 2011, the Company's Board of Directors met ten (10) times and did not take action by unanimous written consent. The Company's independent Directors also met at regularly scheduled executive sessions on at least a quarterly basis. William L. Bolster serves as the Company's Lead Director. All members of the Board of Directors attended at least 90% of its meetings and 100% of the meetings of any committees of the Board of Directors of which they were members in 2011. Although the Company does not have a formal policy requiring Director attendance at the Company's Annual Meeting of Stockholders, all of our current directors, with the exception of Mr. Schmitt, attended the 2012 Annual Meeting.
The Company has, as standing committees, a Finance and Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee.
The Finance and Audit Committee operates under a written charter adopted by the Board of Directors, which was most recently amended October 18, 2011. The Finance and Audit Committee is established to assist the Company's Board of Directors oversight of: (1) the integrity of the financial statements and its risk and control environment; (2) the qualification of, and relationship with, the independent registered public accounting firm; (3) the Company's internal audit function; (4) compliance with applicable legal and regulatory requirements; and (5) compliance with the Company's Code of Business Conduct and Ethics. The Finance and Audit Committee also (A) reviews and makes recommendations to the Board regarding (i) any proposed material capital formation plans, including planned issuances of equity securities and debt instruments, and stock repurchase programs and (ii) certain acquisitions, investments, new business ventures, and divestitures by the Company and (B) annually reviews and approves the Company's: (x) treasury investment policy outlining the general investment objectives of the Company and the specific instruments for which investments are permitted; (y) liquidity risk management policy; and (z) contingency funding plan.
The current members of the Finance and Audit Committee are Messrs. Bolster, Lewis and Schmitt, each of whom is not an officer or employee of the Company. Effective as of the 2012 Annual Meeting, Mr. Schmitt replaced Mr. Lockburner as the Chairman of the Finance and Audit Committee. The Board of Directors has determined in its business judgment that each member is in compliance with the independence, experience and financial literacy requirements set forth by NYSE, The Sarbanes-Oxley Act of 2002 and rules adopted by the SEC pursuant to The Sarbanes-Oxley Act of 2002, as currently in effect. The Board of Directors has also determined in its business judgment that, effective as of the 2012 Annual Meeting, Mr. Schmitt is an "audit committee financial expert" as defined under SEC rules. The SEC provides that an "audit committee financial expert" does not have additional duties, obligations, or liabilities and is not considered an expert under the U.S. Securities Act of 1933. Mr. Lockburner was deemed an "audit committee financial expert" up to the date of the 2012 Annual Meeting. The Finance and Audit Committee held eight (8) meetings during 2011 and did not take any action by unanimous written consent.
The Compensation Committee operates pursuant to a written charter adopted by the Board of Directors, which was most recently amended on April 1, 2011. The Compensation Committee has responsibility for approving and evaluating executive officer compensation, incentive compensation and equity-based plans, policies and programs of the Company and its subsidiaries. The Compensation Committee also evaluates the performance of the Company's Chief Executive Officer, and based on such evaluation, reviews and approves his annual salary, cash incentives and long-term equity incentive bonus. The Compensation Committee is also responsible for producing an annual report on executive compensation and assisting management in the preparation of a compensation discussion and analysis. Additionally, the Compensation Committee provides assistance to the Board of Directors by setting performance-based compensation criteria for the Company's Chief Executive Officer and other key executives, certifying the results of such performance at the end of the annual performance period and awarding the resulting performance-based cash and equity compensation to such key executives. The current members of the Compensation Committee are Messrs. Bolster, Milde and Quick and Ms. Shahon, each of whom is independent within the meaning of NYSE's independence standards, as currently in effect. Ms. Shahon serves as the Chairwoman of the Compensation Committee. During 2011, the Compensation Committee held ten (10) meetings and did not take any action by unanimous written consent.
The Nominating and Corporate Governance Committee ("NCGC") is governed by a written charter adopted by the Board of Directors, which was most recently amended on May 25, 2010. A primary function of the NCGC is to identify and recommend to the Board individuals qualified to serve as Directors of the Company, consistent with the criteria included in our NCGC charter and our Corporate Governance Guidelines. The NCGC also considers nominee recommendations from stockholders of the Company. In connection with the identification and recommendation of nominees, the NCGC reviews the skills, backgrounds and experience of Board members, as well as the composition of the Board as a whole, with a view toward constituting a Board that has the best skill set, background and experience to oversee the Company's business. As stated in the Company's Corporate Governance Guidelines, this assessment includes a consideration of independence and diversity of age, professional experience (including skills and industry background), gender, ethnic background and country of citizenship, as well as the ability of current and prospective directors to devote sufficient time to performing their duties in an effective manner. Other functions of the NCGC include: (i) recommending the size of, and Directors to serve on, committees of the Board; (ii) advising the Board with respect to matters of Board composition and procedures; (iii) developing and recommending to the Board a set of corporate governance principles applicable to the Company and overseeing corporate governance matters generally; and (iv) overseeing the annual evaluation of the Board and the Company's management. The current members of the NCGC are Messrs. Bolster, Lewis, Milde, Quick and Schmitt and Ms. Shahon. Each member of our NCGC is independent within the meaning of NYSE's independence standards, as currently in effect. The NCGC held one (1) meeting in 2011 and did not take any action by unanimous written consent.
Our Board of Directors oversees corporate governance matters for the Company. It also performs continuous reviews of the Company's corporate governance policies.
The Company currently has seven (7) members on its Board of Directors all of whom were approved, recommended and nominated for election to the Board of Directors by the Company's Nominating and Corporate Governance Committee and by the Board of Directors. Each of the Directors was elected by the stockholders at the 2012 Annual Meeting of Stockholders held on May 9, 2012 (the "2012 Annual Meeting"). Effective as of the 2012 Annual Meeting, Thomas Lockburner retired as a member of the Board of Directors, the Nominating and Corporate Governance Committee, and as the Chairman of the Finance and Audit Committee. Additionally, Daniel F. Schmitt was elected to the Board of Directors and replaced Mr. Lockburner as Chairman of the Finance and Audit Committee and as a member of the Nominating and Corporate Governance Committee. The Board of Directors has determined that each of its current Directors, except for Thomas M. Joyce, our Chairman and Chief Executive Officer, is independent within the meaning of the Securities and Exchange Commission ("SEC") and The New York Stock Exchange ("NYSE") director independence standards, as currently in effect.
During 2011, the Company's Board of Directors met ten (10) times and did not take action by unanimous written consent. The Company's independent Directors also met at regularly scheduled executive sessions on at least a quarterly basis. William L. Bolster serves as the Company's Lead Director. All members of the Board of Directors attended at least 90% of its meetings and 100% of the meetings of any committees of the Board of Directors of which they were members in 2011. Although the Company does not have a formal policy requiring Director attendance at the Company's Annual Meeting of Stockholders, all of our current directors, with the exception of Mr. Schmitt, attended the 2012 Annual Meeting.
The Company has, as standing committees, a Finance and Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee.
The Finance and Audit Committee operates under a written charter adopted by the Board of Directors, which was most recently amended October 18, 2011. The Finance and Audit Committee is established to assist the Company's Board of Directors oversight of: (1) the integrity of the financial statements and its risk and control environment; (2) the qualification of, and relationship with, the independent registered public accounting firm; (3) the Company's internal audit function; (4) compliance with applicable legal and regulatory requirements; and (5) compliance with the Company's Code of Business Conduct and Ethics. The Finance and Audit Committee also (A) reviews and makes recommendations to the Board regarding (i) any proposed material capital formation plans, including planned issuances of equity securities and debt instruments, and stock repurchase programs and (ii) certain acquisitions, investments, new business ventures, and divestitures by the Company and (B) annually reviews and approves the Company's: (x) treasury investment policy outlining the general investment objectives of the Company and the specific instruments for which investments are permitted; (y) liquidity risk management policy; and (z) contingency funding plan.
The current members of the Finance and Audit Committee are Messrs. Bolster, Lewis and Schmitt, each of whom is not an officer or employee of the Company. Effective as of the 2012 Annual Meeting, Mr. Schmitt replaced Mr. Lockburner as the Chairman of the Finance and Audit Committee. The Board of Directors has determined in its business judgment that each member is in compliance with the independence, experience and financial literacy requirements set forth by NYSE, The Sarbanes-Oxley Act of 2002 and rules adopted by the SEC pursuant to The Sarbanes-Oxley Act of 2002, as currently in effect. The Board of Directors has also determined in its business judgment that, effective as of the 2012 Annual Meeting, Mr. Schmitt is an "audit committee financial expert" as defined under SEC rules. The SEC provides that an "audit committee financial expert" does not have additional duties, obligations, or liabilities and is not considered an expert under the U.S. Securities Act of 1933. Mr. Lockburner was deemed an "audit committee financial expert" up to the date of the 2012 Annual Meeting. The Finance and Audit Committee held eight (8) meetings during 2011 and did not take any action by unanimous written consent.
The Compensation Committee operates pursuant to a written charter adopted by the Board of Directors, which was most recently amended on April 1, 2011. The Compensation Committee has responsibility for approving and evaluating executive officer compensation, incentive compensation and equity-based plans, policies and programs of the Company and its subsidiaries. The Compensation Committee also evaluates the performance of the Company's Chief Executive Officer, and based on such evaluation, reviews and approves his annual salary, cash incentives and long-term equity incentive bonus. The Compensation Committee is also responsible for producing an annual report on executive compensation and assisting management in the preparation of a compensation discussion and analysis. Additionally, the Compensation Committee provides assistance to the Board of Directors by setting performance-based compensation criteria for the Company's Chief Executive Officer and other key executives, certifying the results of such performance at the end of the annual performance period and awarding the resulting performance-based cash and equity compensation to such key executives. The current members of the Compensation Committee are Messrs. Bolster, Milde and Quick and Ms. Shahon, each of whom is independent within the meaning of NYSE's independence standards, as currently in effect. Ms. Shahon serves as the Chairwoman of the Compensation Committee. During 2011, the Compensation Committee held ten (10) meetings and did not take any action by unanimous written consent.
The Nominating and Corporate Governance Committee ("NCGC") is governed by a written charter adopted by the Board of Directors, which was most recently amended on May 25, 2010. A primary function of the NCGC is to identify and recommend to the Board individuals qualified to serve as Directors of the Company, consistent with the criteria included in our NCGC charter and our Corporate Governance Guidelines. The NCGC also considers nominee recommendations from stockholders of the Company. In connection with the identification and recommendation of nominees, the NCGC reviews the skills, backgrounds and experience of Board members, as well as the composition of the Board as a whole, with a view toward constituting a Board that has the best skill set, background and experience to oversee the Company's business. As stated in the Company's Corporate Governance Guidelines, this assessment includes a consideration of independence and diversity of age, professional experience (including skills and industry background), gender, ethnic background and country of citizenship, as well as the ability of current and prospective directors to devote sufficient time to performing their duties in an effective manner. Other functions of the NCGC include: (i) recommending the size of, and Directors to serve on, committees of the Board; (ii) advising the Board with respect to matters of Board composition and procedures; (iii) developing and recommending to the Board a set of corporate governance principles applicable to the Company and overseeing corporate governance matters generally; and (iv) overseeing the annual evaluation of the Board and the Company's management. The current members of the NCGC are Messrs. Bolster, Lewis, Milde, Quick and Schmitt and Ms. Shahon. Each member of our NCGC is independent within the meaning of NYSE's independence standards, as currently in effect. The NCGC held one (1) meeting in 2011 and did not take any action by unanimous written consent.
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