Rayovac 2006 Annual Report Download - page 61

SPECTRUM BRANDS | 2006 ANNUAL REPORT 49
Mr. Schoen has served as one of our directors since February
2005. He is Co-President of Thomas H. Lee Partners, L.P. Prior to
joining Thomas H. Lee Partners, L.P. in 1986, Mr. Schoen was in
the Private Finance Department of Goldman, Sachs & Co. Mr.
Schoen is a director of Simmons Company and is a member of the
Board of Trustees of Spaulding Rehabilitation Hospital Network.
He is also a member of the Board of Advisors of the Yale School of
Management and a member of the Yale Development Board.
Ms. Thomas has served as one of our directors since May
2002. Ms. Thomas most recently served as Interim Chief
Executive Offi cer of The Ocean Spray Company from November
2002 to April 2003. Previously, Ms. Thomas was President of
Warner-Lambert Consumer Healthcare, the over-the-counter
pharmaceuticals business of the Warner-Lambert Company, until
July 2000. From 1993 to 1997, Ms. Thomas was employed by the
Pillsbury Company, serving last as President of Pillsbury Canada
Ltd. Prior to joining Pillsbury, Ms. Thomas served as Senior Vice
President of Marketing for Nabisco Brands, Inc. Ms. Thomas
serves as a director of the Bank of Nova Scotia and a privately-
held company. From 1997 to March 2004, Ms. Thomas served as
a director of the Dial Corporation. Ms. Thomas is the Chairperson
of our Nominating and Corporate Governance Committee and a
member of our Audit Committee.
Audit Committee Financial Expert and
Audit Committee
Audit Committee Financial Expert
Our Board of Directors has determined that William P.
Carmichael, Director, is our Audit Committee Financial Expert, as
defi ned under Section 407 of the Sarbanes-Oxley Act of 2002
and the rules promulgated by the SEC in furtherance of Section
407. Mr. Carmichael is independent of our management.
Audit Committee
We have a separately-designated standing audit committee
that was established in accordance with Section 3(a)(58)(A) of
the Exchange Act for the overall purpose of overseeing our
accounting and fi nancial reporting processes and audits of our
fi nancial statements. The current members of our Audit
Committee are John D. Bowlin, William P. Carmichael and
Barbara S. Thomas.
Section 16(a) Beneficial Ownership
Reporting Compliance
Section 16(a) of the Exchange Act requires our directors,
offi cers and persons who own more than 10% of a registered
class of our equity securities to fi le reports of ownership and
changes in ownership with the SEC. Based solely upon review of
Forms 3, 4 and 5 (and amendments thereto) furnished to us dur-
ing or in respect of the fi scal year ended September 30, 2006, we
are not aware of any director or executive offi cer who has not
timely fi led reports required by Section 16(a) of the Exchange
Act during or in respect of such fi scal year, except for the inad-
vertent late reporting by Mr. Neil Defeo, former director of the
Company, of the forfeiture of his unvested, restricted common
stock upon his resignation from service as a member of the
Company’s Board of Directors.
Code of Ethics
We have adopted the Code of Ethics for Principal Executive
Offi cer and Senior Financial Offi cers, a code of ethics that applies
to our Chief Executive Offi cer, Chief Financial Offi cer and other
senior fi nance organization employees. The Code of Ethics for
Principal Executive Offi cer and Senior Financial Offi cers is pub-
licly available on our website at www.spectrumbrands.com under
“Investor Relations—Corporate Governance.” We intend to dis-
close substantive amendments to, and, if applicable, waivers of,
this code of ethics on that website.
We have also adopted the Spectrum Brands, Inc. Code of
Business Conduct and Ethics, a code of ethics that applies to all of
our directors, offi cers and employees. The Spectrum Brands, Inc.
Code of Business Conduct and Ethics is publicly available on our
website at www.spectrumbrands.com under “Investor Relations—
Corporate Governance.” Any waiver of this code of ethics for
executive offi cers or directors may be made only by our Board of
Directors as a whole or our Audit Committee and will be
promptly disclosed to our shareholders via that website.
2006 Form 10-K Annual Report
Spectrum Brands, Inc.