Assurant 2005 Annual Report Download - page 45

Notwithstanding the foregoing, the following relationships may not disqualify any director or nominee from being considered
“independent” and such relationships may be deemed to be an immaterial relationship with the corporation:
In addition, ownership of the corporation’s stock, even a significant amount of stock, is not by itself a bar to an independence finding.
In addition to meeting the general director independence requirements described in paragraph 3, no director may serve on the Audit
Committee of the Board unless such director meets all of the criteria established for audit committee service by each audit committee member
by the NYSE, the Securities and Exchange Commission, the Securities Exchange Act of 1934, as amended, the Sarbanes-Oxley Act, any other
law and any other rule or regulation of any other regulatory body or self-regulatory body applicable to the corporation.
A-2
corporation is not independent until three years after the end of the affiliation or the employment or auditing relationship.
d. A director who is employed, or whose immediate family member is employed, as an executive officer of another corporation where
any of the listed corporation’s present executives serve on that corporation’s compensation committee is not “independent” until three
years after the end of such service or the employment relationship.
e. A director who is an executive officer or an employee, or whose immediate family member is an executive officer, of a corporation
that makes payments to, or receives payments from, the listed corporation for property or services in an amount which, in any single fiscal
year, exceeds the greater of $1 million, or 2% of such other corporation
’s consolidated gross revenues, is not “independent” until three
years after falling below such threshold.
a. direct and indirect contributions in any fiscal year by the corporation to a non-profit organization for which a director serves as an
executive officer, provided, however, that the corporation must disclose in its annual proxy statement if, within the preceding three years,
any such contributions in a single fiscal year exceeded the greater of $1 million or 2% of such charitable organization’s gross consolidated
revenues ;
b. a director’s affiliation as an employee or an executive officer (or an immediate family member’s affiliation as an executive officer)
of a company that makes payment to or receives payments from the corporation in an amount in any fiscal year less than $1 million or 2%
of the company
’
s consolidated gross revenues;
4.
Additional
“
independence
”
requirements for Audit Committee membership
5.
Additional Director Qualifications
a. No director may serve as a director of the corporation if, such director would be 70 years of age or older on the date of election or re-
election.
b. In light of the mandatory retirement policy and the evaluation of director performance, the Board does not believe that term limits
are necessary. Term limits could deprive the Board of the contribution of directors who, over time, have developed increasing insight into
the corporation and its operation.
c. No director may simultaneously serve as Chair of the Audit Committee of more than two public companies.
d. Directors who retire from employment or whose principal position of employment changes should advise the Board of any such
retirement or change and volunteer to resign from the Board. This creates an opportunity for the Board, through its Nominating and
Corporate Governance Committee, to review the continued appropriateness of Board membership under such circumstances.
e. No Audit Committee member may simultaneously serve on the audit committees of more than three public companies.