American Home Shield 2007 Annual Report Download - page 89

Dennis R. Sutton has served as President and Chief Operating Officer, TruGreen LawnCare since November 2004. Mr. Sutton
served as Senior Vice President, TruGreen LawnCare from July 2004 to November 2004. He served as Division Vice President,
TruGreen LawnCare from August 1994 to July 2004.
FINANCIAL CODE OF ETHICS
ServiceMaster has a Financial Code of Ethics that applies to the Chief Executive Officer, Chief Financial Officer and Controller, or
persons performing similar functions, and other designated officers and employees, including the Chief Financial Officer of each
ServiceMaster business unit and the Treasurer. ServiceMaster also has a Code of Conduct that applies to directors, officers and
employees. The Financial Code of Ethics and Code of Conduct each address matters such as conflicts of interest, confidentiality,
fair dealing and compliance with laws and regulations. Copies of the Financial Code of Ethics and the Code of Conduct are
available on ServiceMaster's website at http://www.svm.com under "Corporate Governance" and is also available in print to any
shareholder who requests it by writing to the Corporate Secretary at the following address: The ServiceMaster Company, 3250
Lacey Road, Suite 600, Downers Grove, Illinois 60515.
DIRECTOR NOMINATIONS, AUDIT AND FINANCE COMMITTEE AND AUDIT AND FINANCE COMMITTEE
FINANCIAL EXPERT
Director Candidates and Changes in Board Membership
The Governance and Nominating Committee is responsible for reviewing the qualifications of, and recommending to the Board,
nominees for membership on the Board. Consideration of Board candidates typically involves a series of internal discussions,
review of information concerning candidates and interviews with selected candidates. In general, candidates for nomination to the
Board are suggested by Board members or by management. The Governance and Nominating Committee has also utilized the
services of a search firm to identify director candidates. The Governance and Nominating Committee will consider candidates
suggested by shareholders. A shareholder seeking to recommend a prospective nominee for the Governance and Nominating
Committee's consideration should submit the candidate's name and qualifications to the Corporate Secretary at the following
address: The ServiceMaster Company, 3250 Lacey Road, Suite 600, Downers Grove, Illinois 60515.
In considering whether to recommend a candidate for membership on the Board, the Governance and Nominating Committee
evaluates the nominee against the standards and qualifications set forth in ServiceMaster's Corporate Governance Principles. The
Governance and Nominating Committee evaluates candidates proposed by shareholders using the same criteria that are used to
evaluate other candidates. The Governance and Nominating Committee reviews a candidate's qualifications in light of the needs of
the Board and ServiceMaster at that time given the then existing mix of director skill sets. ServiceMaster strives to create a Board
that has a diversity of gender, ethnicity, culture and race. Members should, in general, have skills, experience or expertise in one or
more of the following areas: corporate finance, accounting, information technology, senior management of a major company,
federal or state government agencies or contracting practices, marketing, strategic planning, human resources, ethical training, law,
and regulatory compliance.
Audit and Finance Committee
The Audit and Finance Committee functions as the standing audit committee established in accordance with Section 3(a)(58)(A) of
the Securities Exchange Act of 1934. This Committee, in its capacity as an audit committee, assists the Board in its oversight of the
integrity of ServiceMaster's financial statements; ServiceMaster's compliance with legal and regulatory requirements; the
independent auditor's qualifications and independence; the performance of ServiceMaster's internal audit function and independent
auditor; and prepares an audit committee report for inclusion in the proxy statement. This Committee, in its capacity as a finance
committee, assists our Board in its oversight of financial matters affecting ServiceMaster. In addition, this Committee is responsible
for appointing, retaining, compensating, evaluating, and terminating, when appropriate, the independent auditor; reviewing with
management the adequacy of, and related disclosures in ServiceMaster's quarterly and annual reports concerning ServiceMaster's
disclosure controls and procedures and internal control over financial reporting; discussing with management and the independent
auditor, ServiceMaster's annual and quarterly financial statements, including disclosures under "Management's Discussion and
Analysis of Financial Condition and Results of Operations"; and discussing policies with respect to risk assessment and risk
management, including guidelines and policies to govern the process by which risk assessment and risk management is undertaken.
Audit Committee Financial Expert
Our Board has determined that each of Roberto Herencia and Eileen Kamerick is an "audit committee financial expert" as defined
under Securities and Exchange Commission regulations and is independent under New York Stock Exchange listing standards.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires our directors and executive officers to file reports of holdings and
transactions in our common stock with the Securities and Exchange Commission. An amended Form 4 was filed on November 20,
2006 on behalf of Betty Jane Hess reflecting that certain shares acquired through the Director Deferred Fees trust were omitted
from the original Form 4 filed on February 16, 2006; a late Form 4 was filed on December 1, 2006 on behalf of Dennis Sutton for a
transaction occurring on November 22, 2006; and a Form 5 was filed on February 14, 2007 on behalf of Scott Cromie reflecting a
sale of 27,000 shares on June 30, 2004, which was not reported on the Form 4 filed on July
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