HR Block 2005 Annual Report Download - page 35

ADDITIONAL INFORMATION CONCERNING THE BOARD OF DIRECTORS
BOARD OF DIRECTORS’ MEETINGS AND COMMITTEES ⬎⬎⬎ the Securities and Exchange Commission, New York Stock
Exchange listing standards and the Board’s Director
The Board of Directors is responsible for managing the property
Independence Standards. The Board has determined that each of
and business affairs of the Company. The Board of Directors
Mr. Smith, Mr. Frigon, Mr. Hale, Mr. Lewis and Mr. Wilkins is an
reviews significant developments affecting the Company and acts
audit committee financial expert, pursuant to the criteria
on matters requiring Board approval. During the 2005 fiscal year, prescribed by the Securities and Exchange Commission. The
the Board of Directors held seven meetings and the standing Board has also determined that Mr. Frigon’s service on the audit
Board committees held 20 meetings. Each of the incumbent committees of more than three public companies has not
directors attended at least 75% of the aggregate of the total impaired and will not impair Mr. Frigon’s ability to effectively
number of meetings of the Board of Directors and of committees serve on the Audit Committee. The functions of the Committee
of the Board of which he or she was a member, except for are described in the Audit Committee Charter and include making
Mr. Frigon who attended a combined total of 74% of the meetings recommendations to the Board of Directors with respect to the
and Mr. Seip who attended a combined total of 73% of the appointment of the Company’s independent accountants,
meetings. Mr. Seip’s absences arose primarily from a scheduling evaluating the independence and performance of such
conflict with the March 2005 Board and committee meetings, accountants, reviewing the scope of the annual audit, and
during which the Board and two of the committees on which reviewing and discussing with management and the independent
Mr. Seip serves met. Excluding this one scheduling conflict, accountants the audited financial statements and accounting
Mr. Seip attended 92% of the aggregate total number of Board and principles. See the ‘‘Audit Committee Report’’ beginning
applicable committee meetings. The Company has adjusted its on page 12.
schedule of regular Board meetings in fiscal year 2006 to The Compensation Committee, whose members are
eliminate this scheduling conflict. Ms. Ecton (Chairman) and Messrs. Frigon, Hale, Seip and Smith,
The standing committees of the Board are the Executive held three meetings during fiscal year 2005. The functions of the
Committee, the Audit Committee, the Compensation Committee, Committee primarily include reviewing the compensation of the
the Finance Committee and the Governance and Nominating executive officers of the Company and its subsidiaries,
Committee. The Company’s Corporate Governance Guidelines, recommending to the Board of Directors the salaries and any
Code of Business Ethics and Conduct, Board of Director bonus or cash incentive plans for such executive officers, and
Independence Standards and charters for Audit, Compensation administering the Company’s long-term incentive compensation
and Governance and Nominating Committees are available on the plans. All of the members of the Compensation Committee are
Company’s website at www.hrblock.com under the tab ‘‘Our independent under the New York Stock Exchange listing
Company’’ and then under the heading ‘‘Block Investors’’ and standards and the Board’s Director Independence Standards. See
then under ‘‘Corporate Governance.’’ These documents are also the ‘‘Compensation Committee Report on Executive
available in print to shareholders upon written request to: Compensation’’ beginning on page 13.
Corporate Secretary, H&R Block, Inc., 4400 Main St., Kansas City, The Finance Committee, whose members are Mr. Frigon
Missouri 64111. Set forth below is a description of the duties of (Chairman), Ms. Ecton and Messrs. Baum, Bloch, Ernst and
each committee and its members. Wilkins, held three meetings during the 2005 fiscal year. The
The Executive Committee, whose members are Mr. Hale primary duties of the Finance Committee are to provide advice to
(Chairman), Ms. Ecton and Messrs. Baum, Ernst, Frigon and management and the Board of Directors concerning the financial
Smith, held no meetings during fiscal year 2005. The primary structure of the Company, the funding of the operations of the
function of the Executive Committee is to control and manage, Company and its subsidiaries, and the investment of Company
between meetings of the Board, the property and business of the funds.
Company in all matters in which exclusive authority has not been The Governance and Nominating Committee, whose
given to the entire Board of Directors or in which specific members are Mr. Baum (Chairman), Ms. Ecton and Messrs. Hale,
direction has not been given by the Board. Seip and Wilkins, held three meetings during the 2005 fiscal year.
The Audit Committee, whose members are Mr. Smith The Governance and Nominating Committee is responsible for
(Chairman) and Messrs. Frigon, Hale, Lewis and Wilkins, held corporate governance matters, the initiation of nominations for
11 meetings during the 2005 fiscal year. All of the members of the election as a director of the Company, the evaluation of the
Audit Committee are independent under regulations adopted by performance of the Board of Directors, and the determination of
H&R BLOCK 2005 Proxy Statement
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