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SEC Filings

DEF 14A
BRISTOW GROUP INC filed this Form DEF 14A on 06/21/2018
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Our Board requires that all members of the Audit Committee meet the financial literacy standard required under the NYSE rules and that at least one member qualifies as having accounting or related financial management expertise under the NYSE rules. In addition, the SEC has adopted rules requiring that the Company disclose whether or not the Company’s Audit Committee has an “audit committee financial expert” as a member, as defined by the SEC.
Our Board has reviewed the criteria set by the SEC and determined that all four members meet the financial literacy standards required by NYSE rules and qualify under the NYSE rules as having accounting or related financial management expertise. Our Board has also determined that Messrs. King and Porter qualify as audit committee financial experts.
Compensation Committee
The Compensation Committee, among other matters:
approves the compensation of the Chief Executive Officer and all other executive officers;
evaluates the performance of the Company, Chief Executive Officer and all other executive officers against approved performance goals and other objectives and reports its findings to our Board;
reviews and approves changes in certain employee benefits and incentive compensation plans which affect executive officer compensation;
reviews and makes recommendations with respect to changes in equity-based plans and director compensation; and
prepares a report to be included in the Company’s annual proxy statement.
In order to assist the Compensation Committee in satisfying its responsibilities set forth above, the Compensation Committee from time to time engages independent legal counsel as well as an independent compensation consultant. Awards under equity-based plans are considered and approved by the Compensation Committee, which consists entirely of “non-employee directors,” as defined by Rule 16b-3 under the Exchange Act, all of whom satisfy the requirements of an “outside director” for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended (“Section 162(m)”).
Corporate Governance and Nominating Committee
The Corporate Governance and Nominating Committee assists our Board in:
identifying individuals qualified to become members of our Board consistent with criteria approved by our Board;
recommending to our Board the director nominees to fill vacancies and to stand for election at the next Annual Meeting;
developing and recommending to our Board the corporate governance guidelines to be applicable to the Company;
recommending committee assignments and chairperson designations for directors to our Board;
recommending to the Board the size and structure of the Board and each committee;
overseeing the evaluation process by which our Board or any committee thereof reviews our Board’s, any committee’s or management’s performance; and
overseeing the succession plan process for each of the Company’s senior executive officers, our Board and the Chairman of our Board.


 
BRISTOW GROUP INC.2018 Proxy Statement – 11


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