Assurant 2005 Annual Report Download - page 33

Communicating with the Presiding Director and the Board of Directors
To contact the presiding director and the other non-management members of the Board of Directors you may write to: Dr. John M. Palms,
Chairman of the Board, c/o the Legal Department, Assurant, Inc., One Chase Manhattan Plaza, 41
st
Floor, New York, NY 10005 or submit
your question or concern via email to the following address:
[e-mail] . Communications are distributed to the Board, or to
any individual directors as appropriate. Items that are unrelated to the duties and responsibilities of the Board are sent to the appropriate
department of the Company.
Audit Committee Financial Expert
Pursuant to the applicable rules of the SEC, the Board undertook a review of the qualifications and expertise of the Audit Committee
members in March 2005. Based on this review, the Board of Directors determined that all three members of the Audit Committee are
independent as that term is used in the NYSE rules and Rule 10A-3(b)(1) of the Exchange Act and are financially literate as that qualification
has been interpreted by the Board of Directors in its business judgment. Mr. Carver has been designated as the “audit committee financial
expert” and meets the criteria for being the “audit committee financial expert” set out in SEC Regulation S-K, Item 401.
Consideration of Stockholder Candidates and Selection Criteria
The Nominating Committee will consider candidates recommended by our stockholders for nomination for election to the Board of
Directors at an annual meeting. A stockholder who wishes to recommend a candidate for nomination to the Board of Directors must submit
such recommendation to the Corporate Secretary of Assurant. In accordance with our Bylaws, the stockholder must deliver the notice not less
than ninety days nor more than one hundred twenty days prior to the first anniversary date of the preceding year’s annual meeting. All such
recommendations will be forwarded by the Corporate Secretary to the chairman of the Nominating Committee. A stockholder may also satisfy
these notice requirements if the stockholder notifies us of his or her intention to present a proposal at an annual meeting in compliance with
Rule 14a-8 under the Exchange Act and such stockholder’s proposal has been included in a proxy statement that has been prepared by us to
solicit proxies for our annual meeting. We did not receive any stockholder nominations of persons for election to the Board of Directors in
connection with the 2005 Annual Meeting.
All stockholder recommendations of candidates for nomination for election to our Board must be in writing and must set forth as to each
director candidate recommended the following: (1) name, age, business address and residence address of the individual proposed to be
nominated; (2) the principal occupation or employment of the person during the five-year period preceding the date of the recommendation;
(3) the class and number of shares of capital stock of Assurant that are owned beneficially or of record by the individual; and (4) any other
information relating to the person that would be required to be included in a proxy statement prepared in connection with the solicitation of
proxies for an election of directors pursuant to applicable law and regulations. The information must also include certain information as to the
stockholder providing the recommendation, which includes the name and address of the stockholder and the class and number of shares of
capital stock of Assurant which are owned beneficially or of record by the stockholder. Each recommendation must be accompanied by the
written consent of each individual recommended, which must include a statement that if the individual were to be nominated and elected, the
individual would serve as a director of Assurant.
The Nominating Committee will consider prospective nominees for the Board of Directors, whether selected by the Nominating Committee
or by the stockholders, based on the need for additional Board members to fill vacancies or to expand the size of the Board. Once the
Nominating Committee has identified a prospective nominee, the Nominating Committee makes an initial determination as to whether to
conduct a full evaluation of the candidate. This initial determination is based on whatever information is provided to the Nominating
Committee with the recommendation of the prospective candidate, as well as the Nominating Committee’s own knowledge of the prospective
candidate, which may be supplemented by inquiries to the person making the recommendation. The Nominating Committee then evaluates the
prospective nominee
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