Assurant 2005 Annual Report Download - page 31

CORPORATE GOVERNANCE
General
We adopted Corporate Governance Guidelines on April 16, 2004 and the Nominating and Corporate Governance Committee of the Board
of Directors (the “Nominating Committee”) will review those standards periodically to ensure they incorporate recent corporate governance
developments and generally meet our corporate governance needs. You may obtain the Corporate Governance Guidelines and the charters of
each of the Board’s committees, including the charter of the Nominating Committee, by accessing the “Corporate Governance” subsection of
the “Investor Relations” section of our website located at www.assurant.com , or by writing to our Corporate Secretary at Assurant, Inc., One
Chase Manhattan Plaza, 41
st
Floor, New York, New York, 10005. The charters of the Board’s committees and the Corporate Governance
Guidelines are also attached to this proxy statement.
Corporate Governance Arrangements
Composition of Board of Directors. The current Board of Directors consists of ten members and the Nominating Committee is in the
process of searching for two more directors. If at any time in the future while there are no vacancies on our 12-member Board of Directors, our
Board of Directors, or a committee thereof, adopts a resolution (1) recommending to our stockholders that a particular candidate be elected to
our Board of Directors to replace one of the Fortis director designees or (2) appointing to our Board of Directors a new member, then Fortis
will cause one of the Fortis director designees to resign from our Board of Directors promptly following the adoption of such resolution. In
addition, if at any time Fortis ceases to own more than 5% of our outstanding shares of Common Stock, Fortis will promptly cause any
remaining Fortis director designees to resign from our Board of Directors.
Fortis Proxy. If at any time while at least one Fortis director designee remains on our Board of Directors, our Board of Directors, including
any Fortis director designee, votes in favor of any of the following actions at any Board meeting at which a quorum is present or by written
consent, Fortis will agree to vote its shares of our Common Stock in favor of such action and Fortis has granted the Company an irrevocable
proxy coupled with an interest to effect such vote:
Director Independence and Presiding Director
New York Stock Exchange (the “NYSE”) rules require that we have a majority of independent directors. NYSE rules further provide that
no director will qualify as “independent” unless the Board of Directors has affirmatively determined that the director has no material
relationship with Assurant and its subsidiaries either directly or as a partner, stockholder or officer of an organization that has a relationship
with the Company. In March 2005, the Nominating Committee and the Board of Directors adopted categorical standards, as described below,
to assist in evaluating the independence of Assurant’s directors.
Board of Directors
i. A director who is an employee, or whose immediate family member, as defined in the NYSE rules, is an executive officer of Assurant
cannot be independent until three years after the end of the employment relationship.
ii. A director who receives, or whose immediate family member receives, more than $100,000 per year in direct compensation from
Assurant, cannot be independent until three years after he or she, or the family member, ceases to receive more than $100,000 per year. Fees
for service as a director or committee member,
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•
any recapitalization, reclassification, spin
-
off or combination of any of our securities or any of those of our significant subsidiaries; or
• any liquidation, dissolution, winding up or commencement of voluntary bankruptcy, insolvency, liquidation or similar proceedings with
respect to us or our subsidiaries.