Assurant 2005 Annual Report Download - page 46

The corporation shall disclose in its annual proxy statement its independence determination, including the basis for determining that a
relationship is not material, with respect to each director standing for election and each continuing director. The corporation shall promptly
disclose the independence of any director elected by the Board. If the Board has adopted categorical standards for independence
determinations, as described in paragraph 3, it may make a general disclosure that the independent directors meet the standards set by the Board
without detailing particular aspects of any immaterial relationships between a director and the corporation.
Regular meetings of the Board shall be held at least five times per year and special meetings shall be held as required. Without limiting the
foregoing, the Board shall meet as frequently as needed for directors to properly discharge their responsibilities. Every effort should be made to
schedule meetings sufficiently in advance to ensure maximum attendance at each meeting. All directors are expected to participate, whether
telephonically or in person, in all Board meetings, review relevant materials, serve on Board committees (if eligible), and prepare appropriately
for meetings and for discussions with management. Accordingly, each director is expected to devote the time and attention necessary to
properly discharge his or her responsibilities as director. The type of individual that the corporation seeks as a director may be involved with
many other activities, which would add to his/her desirability as a director and which may occasionally cause such director to be unable to
attend a Board meeting.
Board meetings shall be run by the Chairman, and shall be conducted in accordance with customary practice in a manner that ensures open
communication, meaningful participation and timely resolution of issues. The Chairman shall set the agenda for each meeting together with the
Chief Executive Officer. All directors should be given the opportunity to raise items for consideration to be placed on the agenda. Management
and any committees of the Board should provide directors with materials concerning matters to be acted upon well in advance of the applicable
meeting. Directors should review such materials carefully prior to the applicable meeting.
Those directors of the corporation who are not officers of the corporation shall hold regular executive sessions at which management,
including the CEO, is not present. These sessions shall occur, at a minimum, prior to each regularly scheduled meeting of the Board. If one or
more independent directors is chosen to preside at all executive sessions to be held in the coming year, the corporation shall identify such
directors in the corporation’
s annual proxy statement. As an alternative, the Board may choose to alternate directors who will lead the executive
sessions and establish a procedure (which must be disclosed in the annual proxy statement) by which the presiding director will be selected for
each executive session. If the Chairman of the Board is an independent director, then the Chairman shall serve as presiding director. In order
that interested parties may be able to make their concerns known to the non-management directors, the corporation shall post a statement on its
web site indicating that such parties may contact the non-management directors by writing to the Chairman of the Board at the corporation’s
headquarters. In addition, the “independent directors” shall hold at least one executive session a year, which shall include only the
“independent directors.”
Directors shall have complete access to the corporation’s management in order to become and remain informed about the corporation’s
business and for such other purposes as may be helpful to the Board in
A-3
6.
Disclosure of Independence Determinations
B.
Director Responsibilities
1. Board Meetings
2.
Conduct of Meetings
3.
Executive Sessions of Directors
C.
Director Access to Management and Independent Advisors
1. Board Access to Management