Assurant 2005 Annual Report Download - page 32

as well as pension or other deferred compensation payments for prior service, provided such payments are not contingent on continued service,
are excluded from the calculation of direct compensation.
iii. A director who is affiliated with or employed by, or whose immediate family member is affiliated with or employed in a professional
capacity by, a present or former internal or external auditor of Assurant is not independent until three years after the end of the affiliation or the
employment or auditing relationship.
iv. A director is not independent if he, she or a member of his or her immediate family is, or in the past three years has been, employed as
an executive officer of another company where any of Assurant’s present executives serve on the compensation committee of the other
company.
v. A director who is an executive officer or employee of, or whose immediate family member is an executive officer of, another company
that makes payments to or receives payments from Assurant for property or services in an amount that in any single fiscal year exceeds the
greater of $1 million or 2% of the other company’s consolidated gross revenues, is not independent until 3 years after falling below such
threshold.
Audit Committee of the Board of Directors
In addition to satisfying the independence standards for directors in general, as set forth above, a director must satisfy the requirements of
the of Rule 10A-3(b)(1) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) in order to serve on the Audit
Committee. In order to satisfy the requirements of Rule 10A-3(b)(1):
i. The director must not accept directly or indirectly, as a partner, member, executive officer, or occupant of a similar position in an
organization, any consulting, advisory or other compensatory fees from Assurant. This excludes (a) fees for services as a director or committee
member, or (b) fixed amounts of compensation received as compensation under a retirement plan, including deferred compensation, for prior
service with Assurant, so long as this compensation is not contingent in any way on continued service. Disqualifying fees would include fees
for accounting, consulting, legal, investment banking or financial advisory services provided by the director to Assurant.
ii. The director must not be an affiliated person, as defined in the Exchange Act, of Assurant or any of its subsidiaries.
Compensation Committee of the Board of Directors
In addition to satisfying the independence standards for directors in general, as set forth above, a director must satisfy the requirements of
Section 16 of the Exchange Act and the rules promulgated thereunder, as well as the requirements of Rule 162(m) under the Internal Revenue
Code of 1986, as amended, in order to serve on the Compensation Committee.
It was according to these standards that the Nominating Committee and the Board of Directors undertook its annual review of director
independence in March 2005. Based on the review, it was affirmatively determined that Dr. Blendon, Ms. Bronner, Mr. Carver, Mr. Mackin,
Ms. Mayes and Dr. Palms are independent of Assurant and its management under the criteria established by the Nominating Committee.
Therefore, 60% of the members of our Board of Directors are independent. In addition, it was determined that each member of the Audit
Committee and the Compensation Committee are independent of Assurant and its management under the criteria established by the
Nominating Committee.
Our Corporate Governance Guidelines, which we have attached to this proxy statement as Appendix A, state that if the Chairman of the
Board is an independent director, then the Chairman shall serve as the presiding director. In accordance with the Corporate Governance
Guidelines, the Board of Directors in March 2005 designated Dr. Palms, the independent Chairman of the Board, as the presiding director to
serve until his successor is duly appointed. As presiding director, Dr. Palms chairs the executive sessions of the Board meetings, in which the
non-management directors meet. The Board of Directors met in executive session at five of its ten meetings in 2004, including one session
consisting exclusively of the independent directors.
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