Assurant 2005 Annual Report Download - page 34

against the standards and qualifications set forth in our Corporate Governance Guidelines, including relevant experience, industry and financial
expertise, integrity, leadership, business judgment and high performance standards.
Code of Ethics
The Assurant Guidelines on Business Conduct — Our Code of Ethics, is applicable to all of our employees, officers and directors,
including the principal executive officer, the principal financial officer and the principal accounting officer. You may obtain the Assurant
Guidelines on Business Conduct 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
Fl., New York,
NY 10005. We intend to post any amendments to or waivers from our code of ethics that apply to our executive officers or directors at this
location on our website.
Board Meetings, Committees and Attendance
Each Board member is expected to dedicate sufficient time, energy and attention to ensure the diligent performance of his or her duties to
Assurant. In addition to attendance at Board and Committee meetings, each member of the Board is expected to attend each of our annual
meetings of stockholders. The Board of Directors held ten meetings, in person or by telephone, during 2004.
Our Board of Directors has an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee.
The Audit Committee’s purpose, as discussed in detail in the Audit Committee Charter, attached to this proxy statement as Appendix B, is
(1) to assist the Board of Directors in its oversight of our quarterly and annual financial statements, our compliance with legal and regulatory
requirements, our Independent Registered Public Accounting Firm’
s qualifications and independence, and the performance and effectiveness of
the Company’s internal controls over financial and management information and of the Independent Registered Public Accounting Firm; (2) to
review and advise the Board of Directors on other matters at their request; and (3) to review and approve reports and other financial
information provided by us to our stockholders and others. The Audit Committee consists of Messrs. Carver, Mackin and Palms. The chairman
of the committee is Mr. Carver. The Board of Directors has determined that all three members of the Audit Committee are independent as that
term is defined by the NYSE rules and in 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 is the audit committee financial expert and meets the criteria set out
in SEC Regulation S-K, Item 401. The Audit Committee held eleven meetings in 2004.
The Compensation Committee, as discussed in detail in the Compensation Committee Charter, attached to this proxy statement as
Appendix C, establishes, reviews and monitors our compensation philosophy and practices in order to assist the Board in the discharge of its
responsibilities relating to (1) the fair and competitive compensation of our Chief Executive Officer and our other executives, and (2) the
production of an annual report on executive compensation for inclusion in our proxy statement. In addition, the Compensation Committee
oversees management’s administration of our executive compensation plans, deferred compensation plan and defined benefit pension plan, and
monitors our executive compensation programs. The Compensation Committee consists of Ms. Bronner, Ms. Mayes and Dr. Palms. The Board
of Directors has determined that all three members of the Compensation Committee are independent as that term is defined by the NYSE rules.
The chairman of the committee is Dr. Palms. Additionally, each of these directors satisfies the requirements of Section 16 of the Exchange Act
as well as the requirements of Rule 162(m) under the Internal Revenue Code of 1986, as amended. The Compensation Committee held three
meetings in 2004.
The Nominating and Governance Committee, as discussed in detail in the Nominating and Corporate Governance Committee Charter,
attached to this proxy statement as Appendix D, sets guidelines for corporate governance and monitors our governance to assure that we have a
“best practices” corporate governance program. Specifically the Nominating Committee reviews and recommends to the Board of Directors,
among
28