U-Haul 2004 Annual Report Download - page 13

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Mr. Brogan any duties, obligations or liability that are greater than are generally imposed on him as a member
of the Audit Committee and the Board of Directors, and his designation as an audit committee Ñnancial
expert pursuant to this SEC requirement does not aÅect the duties, obligations or liability of any other
member of the Audit Committee or Board of Directors.
Executive Finance Committee. The Executive Finance Committee is authorized to act on behalf of the
Board of Directors in approving any transaction involving the Ñnances of the Company. It has the authority to
give Ñnal approval for the borrowing of funds on behalf of the Company without further action or approval of
the Board of Directors. The Executive Finance Committee is composed of Edward J. Shoen, John P. Brogan
and Charles J. Bayer.
Compensation Committee. The Compensation Committee reviews the Company's executive compensa-
tion plans and policies, including beneÑts and incentives, to ensure that they are consistent with the goals and
objectives of the Company. It reviews and makes recommendations to the Board of Directors regarding
management recommendations for changes in executive compensation. The Compensation Committee also
monitors management plans and programs for the retention, motivation and development of senior manage-
ment. The Compensation Committee is composed of John P. Brogan and James J. Grogan, non-employee
independent directors of the Company.
Independent Governance Committee. The Independent Governance Committee is co-chaired by two
independent members of the Board, James J. Grogan and John P. Brogan. Thomas W. Hayes, the former
State Treasurer of California, and Paul A. Bible, a partner in the Reno-based law Ñrm of Bible, Hoy &
Trachok, are also members of this committee. Neither Mr. Hayes nor Mr. Bible are members of the
Company's Board of Directors. The Independent Governance Committee evaluates speciÑc corporate
governance principles and standards and proposes to the Board any modiÑcations thereto as deemed
appropriate. In addition, this committee reviews potential candidates for Board membership. The committee
may review other matters as referred to it by the Board. The committee has the authority to and a budget from
which to retain professionals. The committee membership term is one year and each member is determined by
the Board to be free of any relationship that would interfere with his exercise of independent judgment as
member of this committee.
Advisory Board Members. In addition to the four committees described above the Board of Directors
authorized up to two (2) Advisory Board Members. On June 4, 2003, the Board of Directors appointed
Michael L. Gallagher as a member of the Advisory Board. Mr. Gallagher is a senior partner in the law Ñrm
Gallagher & Kennedy. Mr. Gallagher is also a director of Pinnacle West Capital Corporation and the Omaha
World Herald Company. As of June 9, 2004 The Board appointed Daniel R. Mullen as a second Advisory
Board member. Mr. Mullen is a retired Ñnancial executive with public company experience.
Recent Developments
Emergence from Chapter 11 Restructuring
On March 15, 2004, we emerged from Chapter 11 (less than nine months from our petition date) with
full payment to our creditors while preserving the interests of our stockholders. In connection with our
emergence from bankruptcy, we believe our balance sheet is strengthened, having restructured its debt and
lease obligations. For a detailed description of our new Ñnancial structure, see footnote 9, ""Borrowings'' on
page F-18.
As background, on June 20, 2003, AMERCO Ñled a voluntary petition for relief under Chapter 11 of the
United States Bankruptcy Code. Amerco Real Estate Company also Ñled a voluntary petition for relief under
Chapter 11 on August 13, 2003. The other subsidiaries of AMERCO were not included in either of the Ñlings.
The Chapter 11 Ñling was undertaken to facilitate a restructuring of the debt of AMERCO in response to
liquidity issues, which developed in the second half of 2002. These liquidity issues began when our prior
independent auditors advised the Company in 2002 that its Ñnancial statements would have to be restated.
This restatement, and the resulting lack of clarity regarding the operating results and Ñnancial condition of
AMERCO, contributed substantially and directly to a series of signiÑcant developments adversely impacting
8