Corporate Governance
Highlights
- All Board members are elected annually by shareholders.
- Six of the eight (75%) Board members are independent outsiders.
- The positions of chairman and CEO are separated.
- All stock-based incentive plans have been approved by shareholders.
- The Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee are all comprised entirely of independent directors.
- The Audit Committee meets with auditors at least quarterly.
- The Company began expensing stock options in 2002.
- The Company's option plans do not provide for company loans to employees.
- The average shares granted to employees and directors in the past three years as a percentage of basic shares outstanding is less than 1%.
Standing Committees—Board of Directors
| Outside Directors | Audit | Compensation | Nominating and Corporate Governance |
|---|---|---|---|
| D. Pike Aloian | M | M | |
| H.C. Bailey, Jr. | M | ||
| Hayden C. Eaves III | C | M | |
| Frederic Gould | M | ||
| David M. Osnos | C | ||
| Mary Beth McCormick | M | C | |
| C - Chairperson M - Member | |||
Corporate Governance Guidelines
(revised 5/27/09)- Code of Ethics and Business Conduct
(revised 9/1/08) - Whistleblower Line
Committee Charters:
- Audit
(revised 4/27/09) - Compensation
- Nominating and Corporate Governance
(revised 5/29/08)
Related Links:
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