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Governance - Committee Composition

Highlights | Board | Management | Committee Composition
Composition of the Board of Directors
The Board of Directors consists of eight members and is divided into three classes pursuant to our articles of incorporation. Each of the directors is elected for a three year term. Class I directors were elected in 2008 for a 3-year term that will expire in 2010, Class II directors will be elected in 2008 and Class III directors will be elected in 2009. In all cases, the terms of the directors will continue until their respective successors are duly elected. Class I directors are Donald L. Endres and Paul A. Schock. Class II directors are T. Jack Huggins III and Steven T. Kirby. Class III director is D. Duane Gilliam.
Committees of the Board of Directors
Our Board of Directors has an audit committee, a compensation committee and a nominating and governance committee, each of which has the composition and responsibilities described below.
Audit Committee. Messrs. Gilliam, Huggins and Kirby, each of whom is a non-employee member of our Board of Directors, comprise our audit committee. Mr. Huggins is the chairman of our audit committee. Our board has determined that each member of our audit committee meets the requirements for independence and financial literacy under New York Stock Exchange requirements and SEC rules and regulations. The Board of Directors has also determined that Mr. Huggins is an “audit committee financial expert” as defined in SEC rules and satisfies the financial sophistication requirements of the New York Stock Exchange. The audit committee is responsible for, among other things:

  • selecting and hiring our independent auditors, and approving the audit and non-audit services to be performed by our independent auditors;
  • evaluating the qualifications, performance and independence of our independent auditors;
  • monitoring the integrity of our financial statements and our compliance with legal and regulatory requirements as they relate to financial statements or accounting matters;
  • reviewing the adequacy and effectiveness of our internal control policies and procedures; and
  • preparing the audit committee report that the SEC requires in our annual proxy statement.

Compensation Committee. Messrs. Huggins, Kirby, Dauwalter and Gilliam, each of whom is a non-employee member of our Board of Directors, comprise our compensation committee. Mr. Gilliam is the chairman of our compensation committee. Our board has determined that each member of our compensation committee meets the requirements for independence under New York Stock Exchange requirements. The compensation committee is responsible for, among other things:

  • reviewing and approving our chief executive officer and other executive officers’ annual base salaries and annual incentive bonuses, including the specific goals and amount, equity compensation, employment agreements, severance arrangements and change in control agreements/provisions, and any other benefits, compensation or arrangements;
  • evaluating and recommending to the board incentive compensation plans;
  • administering our stock incentive plan; and
  • preparing or reviewing disclosures regarding compensation that the SEC requires in our annual proxy statement.

Nominating and Governance Committee. Messrs. Gilliam, Huggins, Dauwalter and Kirby, each of whom is a non-employee member of our Board of Directors, comprise our nominating and governance committee. Mr. Kirby is the chairman of our nominating and governance committee. Our board has determined that each member of our nominating and governance committee meets the requirements for independence under New York Stock Exchange requirements. The nominating and governance committee is responsible for, among other things:

  • assisting the board in identifying prospective director nominees and recommending to the board director nominees for each annual meeting of shareholders;
  • developing and recommending to the board governance principles applicable to us;
  • overseeing the evaluation of the Board of Directors and management; and
  • recommending members for each board committee.
Compensation Committee Interlocks and Insider Participation
None of the members of our compensation committee is an officer or employee of our company. None of our executive officers serves, or in the past year has served, as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving on our Board of Directors or compensation committee.