auditor, (6) discussing earnings press releases, as well as financial information and earnings guidance provided to analysts and rating agencies from time to time, (7) discussing
policies with respect to risk assessment and risk management, (8) meeting separately, periodically, with management, internal auditors and our independent auditor, (9) reviewing with our independent auditor any audit problems or
difficulties and managements response, (10) setting clear hiring policies for employees or former employees of our independent auditors, (11) handling such other matters that are specifically delegated to the audit committee by the
board of directors from time to time and (12) reporting regularly to the full board of directors.
Prior to the completion of this offering, Messrs. Jacobson, Peffer and Ward will be appointed to the audit committee. Messrs. Jacobson and
Peffer each qualifies as an independent director according to the rules and regulations of the SEC and the New York Stock Exchange with respect to audit committee membership, and we believe that Mr. Peffer will qualify as an audit committee
financial expert as such term is defined in Item 401(h) of Regulation S-K. We expect to add one additional independent director to our audit committee in order to comply with applicable rules and regulations of the New York Stock
Exchange. In that regard, at least one additional independent director will need to be added to our audit committee within one year after the effective date of the registration statement of which this prospectus is a part.
Upon the completion of this offering, the compensation
committee will be responsible for (1) reviewing compensation policies, plans and programs, (2) reviewing and approving the compensation of our executive officers, (3) reviewing and approving employment contracts and other similar
arrangements between us and our executive officers, (4) reviewing and consulting with the chief executive officer on the selection of officers and evaluation of executive performance and other related matters, (5) administration of stock
plans and other incentive compensation plans and (6) such other matters that are specifically delegated to the compensation committee by the board of directors from time to time. Prior to the completion of this offering, Messrs. Ward and Zide
will be appointed to the compensation committee.
and Governance Committee
and governance committees purpose will be to assist our board of directors by identifying individuals qualified to become members of our board of directors consistent with criteria set by our board of directors and to develop our corporate
governance principles. Upon the completion of this offering, this committees responsibilities will include: (1) evaluating the composition, size and governance of our board of directors and its committees and making recommendations
regarding future planning and the appointment of directors to our committees, (2) establishing a policy for considering shareholder nominees for election to our board of directors, (3) evaluating and recommending candidates for election to
our board of directors, (4) overseeing the performance and self-evaluation process of our board of directors and developing continuing education programs for our directors, (5) reviewing our corporate governance principles and providing
recommendations to the board of directors regarding possible changes and (6) reviewing and monitoring compliance with our code of ethics and our insider trading policy. Prior to the completion of this offering, Messrs. Edgerley, Lewis, Ward and
Wroe will be appointed to the nominating and governance committee.
Code of Ethics
Prior to the
completion of this offering, we plan to adopt a code of ethics that will apply to our principal executive, financial and accounting officers and all persons performing similar functions. Following the completion of this offering, we intend to
satisfy the requirements under Item 5.05 of Form 8-K regarding disclosure of amendments to, or waivers from, provisions of our code of ethics that apply to our principal executive, financial and accounting officers by posting such information
on our website.