Assurant 2005 Annual Report Download - page 48

discharge those responsibilities. The orientation program shall, at a minimum, familiarize new directors with the corporation’s (i) strategic
plans, (ii) financial control systems and procedures and any significant financial, accounting and risk-management issues, (iii) compliance
programs, including with SEC reporting obligations and NYSE corporate governance listing standards, (iv) code of ethics, conflict policies and
other controls, (v) principal officers, (vi) internal and independent auditors and (vii) the corporation’s business. The new directors shall be
introduced to such management and other personnel, and representatives of the corporation’s outside legal, accounting and other outside
advisors as is appropriate to familiarize them with the resources available to them. Each director shall be required periodically to attend a
continuing education program for directors approved by the Nominating and Corporate Governance Committee.
The Nominating and Corporate Governance Committee shall establish policies, principles and procedures for the selection of the CEO and
his or her successors, including policies regarding succession in the event of an emergency or the retirement of the CEO. The Board, with the
assistance of the Nominating and Corporate Governance Committee, shall review annually with the CEO management succession planning and
development.
The CEO shall communicate to the Board from time to time the CEO’s successor recommendation should the CEO be unexpectedly
disabled.
The Nominating and Corporate Governance Committee coordinates the process of evaluating the performance of the individual directors,
Board committees and the Board as a whole. The purpose of this evaluation is to increase the effectiveness of the Board as a whole, and
specifically review areas in which the Board and/or management believes a better contribution could be made from the Board. This evaluation
shall include an overview of the talent base of the Board as a whole as well as an individual assessment of each outside director’s qualification
as independent under the NYSE corporate governance rules and all other applicable laws, rules and regulations regarding director
independence; consideration of any changes in a director’s responsibilities that may have occurred since the director was first elected to the
Board; and such other factors as may be determined by the Nominating and Corporate Governance Committee to be appropriate for review.
Each committee conducts an annual self-evaluation of its performance. The Nominating and Corporate Governance Committee reviews the
self-assessments and incorporates the results into its annual assessment of the effectiveness of the full Board. The Nominating and Corporate
Governance Committee evaluates the performance of individual directors when their class terms expire and they are considered for reelection.
As appropriate, the Board shall then meet in executive session to discuss these assessments.
The Nominating and Corporate Governance Committee shall establish policies, principles and procedures for evaluation of the CEO. The
CEO submits an annual self assessment of performance to the Chair of the Nominating and Corporate Governance Committee for review by
such Committee. The Compensation Committee reviews data from comparable companies and develops a range of appropriate compensation
for the CEO. The Chair of the Nominating and Corporate Governance Committee and the Chair of the Compensation Committee lead the
discussion, and the directors evaluate the CEO’s performance and establish the appropriate compensation. The Nominating and Corporate
Governance Committee coordinates the Board’s establishment of the CEO’s performance criteria.
A-5
F.
Management Succession
G.
Annual Performance Evaluations
1. Board Evaluation
2.
Evaluation of CEO