U-Haul 2006 Annual Report Download - page 91

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Board Committees
The Board currently has an Audit, Executive Finance, Compensation, and Independent Governance Committees,
as well as an Advisory Board.
Audit Committee. The Audit Committee assists the Board in fulfilling its oversight responsibilities as to financial
reporting, audit functions and risk management. The Audit Committee monitors the financial information that is
provided to stockholders and others, the independence and performance of the Company’ s independent registered
public accounting firm and internal audit department and the systems of internal control established by management
and the Board.
The Audit Committee operates pursuant to a written charter approved by the Board. The Audit Committee is
comprised of Charles J. Bayer, John M. Dodds, Daniel R. Mullen, and John P. Brogan, each qualifying as
“independent” under special standards developed by the SEC and NASDAQ for members of audit committees, and
each member has been determined by the Board to meet the qualifications of an “audit committee financial expert.”
Mr. John P. Brogan is designated the audit committee financial expert. Stockholders should understand that this
designation is a disclosure requirement of the SEC related to Mr. Brogan’ s experience and understanding with
respect to certain accounting and auditing matters. The designation does not impose on 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, and his designation as an audit committee financial expert pursuant to this SEC requirement does not
affect the duties, obligations or liability of any other member of the Audit Committee or Board.
Executive Finance Committee. The Executive Finance Committee is authorized to act on behalf of the Board in
approving any transaction involving the finances of the Company. The committee has the authority to give final
approval for the borrowing of funds on behalf of the Company without further action or approval of the Board. The
Executive Finance Committee is comprised of Edward J. Shoen, John P. Brogan and Charles J. Bayer.
Compensation Committee. The Compensation Committee reviews the Company’ s executive compensation plans
and policies, including benefits and incentives, to ensure that they are consistent with the goals and objectives of the
Company. The committee reviews and makes recommendations to the Board regarding management
recommendations for changes in executive compensation and monitors management plans and programs for the
retention, motivation and development of senior management. The Compensation Committee is composed of John
P. Brogan and John M. Dodds, independent directors of the Company.
Independent Governance Committee. The Independent Governance Committee is chaired by John P. Brogan, an
independent member of the Board. Thomas W. Hayes, the former State Treasurer of California, and Paul A. Bible, a
partner in the Reno-based law firm of Bible, Hoy & Trachok, are also members of this committee. Neither Mr.
Hayes nor Mr. Bible are members of the Company’ s Board. The Independent Governance Committee evaluates the
Company’ s corporate governance principles and standards and proposes to the Board any modifications which are
deemed appropriate for sound corporate governance. The committee may review 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 ability to exercise
independent judgment as a member of this committee.
Advisory Board Members. In addition to the four committees described above, the Board authorized up to two
Advisory Board Members. On June 4, 2003, the Board appointed Michael L. Gallagher as a member of the
Advisory Board. Mr. Gallagher is a senior partner in the law firm Gallagher & Kennedy. Mr. Gallagher is also a
director of Pinnacle West Capital Corporation, Action Performance Companies, Inc. and the Omaha World Herald
Company. On October 5, 2005 the Board appointed Barbara Smith Campbell as a second Advisory Board Member.
Ms. Campbell is President of Consensus, LLC. and is also a trustee for the Donald W. Reynolds Foundation.
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