Assurant 2005 Annual Report Download - page 47

fulfilling its responsibilities. Directors are expected to use judgment to be sure that this contact is not distracting to the business operations of
the corporation and that the CEO is appropriately informed of significant contacts between the Board members and management.
The Board encourages management to, from time to time, invite to Board meetings managers who (a) can provide additional insight into
the items being discussed because of responsibility for and/or personal involvement in these areas, and/or (b) are managers with future potential
that the senior management believes should be given exposure to the Board.
The Board shall have the autonomy to retain such outside professionals to act as advisors to the Board and/or management as may be
deemed necessary or appropriate in the discharge of their duties.
Board committees may wish to hire their own outside counsel, consultants and other professionals to advise them in the discharge of their
duties. The parameters for any such retention shall be set forth in the respective committee charters.
The corporation shall provide appropriate funding as determined by the Audit Committee, for payment of compensation: (i) to the
registered public accounting firm employed by the corporation for the purposes of rendering an audit report or performing other audit, review
or attest services for the corporation; and (ii) to any other advisers employed by the Audit Committee. In addition, the corporation shall provide
appropriate funding as determined by the Nominating and Corporate Governance Committee and the Compensation Committee, respectively,
to any advisers employed by such committees.
The corporation shall disclose its policy regarding compensation for directors in its annual proxy statement. The Board, with the assistance
of the Compensation Committee and any outside advisor as appropriate, shall periodically review director compensation (including additional
compensation for committee members) in comparison to corporations that are similarly situated to ensure that such compensation is reasonable,
competitive and customary. Directors may be awarded compensation sufficient to compensate them for the time and effort they expend to
fulfill their duties.
If a director serves as an officer of or is compensated by a charitable organization and such charitable organization receives contributions
from the corporation and/or the Assurant Foundation, such director will report such contributions to the Nominating and Corporate Governance
Committee. Contributions made under the corporation’s charitable gift matching program are excluded from such reporting requirement. The
Board shall review all consulting contracts with the corporation, or other arrangements that provide other indirect forms of compensation from
the corporation to any director or former director.
As part of a director’s total compensation and to more closely align the interests of directors and the corporation’s shareholders, the Board
believes that a meaningful portion of a director’s compensation should be paid in the form of common stock of the corporation.
The corporation shall establish an orientation program for all newly elected directors in order to ensure that the corporation’s directors are
fully informed as to their responsibilities and are able to effectively
A-4
2.
Director Access to Independent Advisors
3.
Funding for Committee Advisors
D.
Director Compensation
1. Compensation Generally
2.
Other Compensation
3.
Stock Ownership
E.
Director Orientation and Continuing Education