Assurant 2005 Annual Report Download - page 44

APPENDIX A
CORPORATE GOVERNANCE GUIDELINES
OF ASSURANT, INC.
The Board of Directors (the “Board”) is responsible for nominating directors. In nominating a slate of directors, the Board’s objective, with
the recommendation of the Nominating and Corporate Governance Committee, is to select individuals with skills and experience such that they
can properly represent the shareholders and provide oversight of the corporation’s management and be of assistance to management in
operating the corporation’s business. When evaluating the recommendations of the Nominating and Corporate Governance Committee, the
Board should consider whether individual directors possess the following personal characteristics: integrity, accountability, informed judgment,
financial literacy, mature confidence, interpersonal skills and high performance standards. The Board as a whole should possess all of the
following core competencies, with each candidate contributing knowledge, experience and skills in at least one domain: accounting and
finance, business judgment, management, industry knowledge, leadership and strategy/vision.
To increase the quality of the Board’s oversight and to lessen the possibility of damaging conflicts of interest, the Board shall have a
majority of “independent directors”, as defined from time to time by the New York Stock Exchange, Inc. (the “NYSE”), by law or by any rule
or regulation of any other regulatory body or self-regulatory body applicable to the corporation.
No director will be considered “independent” unless the Board affirmatively determines that the director has no material relationship with
the corporation (either directly or as a partner, shareholder or officer of an organization that has a relationship with the corporation). When
making “independence” determinations, the Board shall broadly consider all relevant facts and circumstances, as well as any other facts and
considerations specified by the NYSE, by law or by any rule or regulation of any other regulatory body or self-regulatory body applicable to
the corporation. When assessing the materiality of a director’s relationship with the corporation the Board shall consider the issue not merely
from the standpoint of the director, but also from that of persons or organizations with which the director has an affiliation. Material
relationships can include commercial, industrial, banking, consulting, legal, accounting, charitable and familial relationships (among others).
The Board may adopt categorical standards to assist it in making independence determinations and these categorical standards, as well as
whether a director meets the standards, must be disclosed in the corporation’s annual proxy statement.
The following relationships shall be determinative of a director’s independence:
A-1
I.
NYSE Corporate Governance Guidelines
A.
Director Qualification Standards
1. Selection of Directors
2.
Independent Directors
3.
Board Determination of Independence
a. A director who is an employee or whose immediate family member is an executive officer, of the corporation is not independent
until three years after the end of such employment relationship.
b. A director who receives, or whose immediate family member receives, more than $100,000 per year in direct compensation from the
listed corporation, other than director and committee fees and pension or other forms of deferred compensation for prior service (provided
such compensation is not contingent in any way on continued service), is not independent until three years after he or she ceases to receive
more than $100,000 per year in such compensation.
c. 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 the