The Board annually reviews the independence of each of its members to make the affirmative determination of independence that is called for by our Corporate Governance Policies and required by the listing standards of the New York Stock Exchange (NYSE).
The Board will adhere to the definition of an "independent" Director as promulgated from time to time by the NYSE and the SEC. As currently defined by such organizations, an independent Director is one for whom the Board has affirmatively determined that, individually or through a member of his or her immediate family, he or she does not or has not had management responsibility with the Company or otherwise been affiliated with the Company three years prior to his or her Directorship and who has no material relationship with the Company, either directly or as a partner, shareholder or officer of an organization with such a relationship with the Company.
While this definition generally leaves to the Board the discretion to determine, on a case by case basis and consistent with applicable SEC and NYSE rules and regulations, what constitutes a "material relationship" with the Company, the Corporate Governance Committee will review the following relationships to determine if such relationships are material:
The Director is:
- an officer, partner, or shareholder of a business enterprise that is a consultant or advisor to the Company;
- an officer, partner, or shareholder of a significant supplier to the Company;
- a person with any business relationship with the Company that is required to be disclosed under Section 404 of Regulation S-K of the rules and regulations promulgated by the SEC;
- a person who has any other significant commercial, industrial, banking, consulting, legal, accounting, or charitable relationship with the Company;
- a member of the immediate family of a person with any of the relationships described in the foregoing.
If a Director has one or more of the relationships listed above, that Director is not an independent Director, unless the Corporate Governance Committee recommends, and the Board of Directors approves the recommendation, affirmatively determining that such relationship or relationships are not material. Any such determination and the bases therefore shall be disclosed in the Company's annual proxy statement.
Additionally, the Board will adhere to a definition of an independent Director as being one who is not, and in the past three years has not been, affiliated with or employed by a present or former independent auditor of the Company or an affiliate thereof; is not a member of the immediate family of a person who is, or in the past three years has been, employed by the Company in an officer position; or who otherwise has not been barred from being independent as described above.
Compliance with the definition of independence is reviewed annually by the Corporate Governance Committee. Additionally, should any independent Director learn of changes to his or her information that was used to determine independence, such Director shall, as soon as practicable, notify the Corporate Secretary of the relevant information. The Corporate Governance Committee, through its Chair, shall notify the entire Board upon receipt of such notification from the Director or Corporate Secretary.
The ownership of stock in the Company by Directors is encouraged and the ownership of a substantial amount of stock is not in itself a basis for a Director to be considered as not independent.
Based on its most recent review, the Board determined that all directors are independent, except President and Chief Executive Officer - Anthony J. Alexander.
To view a director's biographical information, click on the director's name.
