Assurant 2005 Annual Report Download - page 49

The corporation shall have an internal audit function.
The corporation shall have an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee,
each to be comprised of a number of independent directors as set forth in the respective charter for each committee. The corporation shall have
an Executive Committee, which shall have and may exercise, when the Board of Directors is not in session, the powers of the Board of
Directors in the management of the business affairs of the corporation, including the power to authorize the seal of the corporation to be affixed
to all papers that may require it, provided that in no case shall the Executive Committee or any other committee act in respect to dividends to
shareholders, election of principal officers or the filling of vacancies in the Board of Directors or other committees. The Audit Committee,
Compensation Committee, and Nominating and Corporate Governance Committee shall be comprised of all independent directors (as
described in paragraph 3, above) within the time period required by the NYSE.
The Board shall select the directors to serve on each committee and its Chair, giving consideration to the independence and other
requirements of the NYSE (and any other applicable law or any rule or regulation of any other regulatory body or self-regulatory body
applicable to the corporation) and to any recommendations put forth by the Nominating and Corporate Governance Committee.
Because of each committee’s demanding role and responsibilities, and the time commitment attendant to membership on each committee,
each prospective committee member, prior to being nominated, should be encouraged to evaluate carefully the existing demands on his or her
time before accepting any nomination.
The Board, or the applicable committee pursuant to a Board delegation of authority, shall adopt a charter for such committee in compliance
with all applicable rules and regulations. The charters for each of the Nominating and Corporate Governance Committee, the Compensation
Committee and the Audit Committee shall include, at a minimum, those responsibilities required to be set forth therein by the rules of the
NYSE, by law or by the rules or regulations of any other regulatory body or self
-regulatory body applicable to the corporation.
The Board of Directors represents the shareholders’ interests. As such, the Board shall conduct its business activities so as to enhance
corporate profit and shareholder gain. In pursuing this objective, the Board’s role is to select and oversee a well-qualified and ethical CEO and
management team to run the corporation on a daily basis.
In addition to fulfilling its obligations for increased shareholder value, the Board has responsibility to the corporation’s customers,
employees, suppliers and the communities where it operates. These responsibilities are founded upon the successful perpetuation of the
business.
The Board should determine, with the assistance of the Nominating and Corporate Governance Committee, the appropriate Board size,
taking into consideration any parameters set forth in the corporation’s certificate of incorporation and by-laws as well as any contractual
agreements, and periodically assess overall Board composition to ensure the most appropriate and effective Board membership mix. The Board
should
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H. Financial Reporting
I.
Board Committees
1. Number and Independence of Committees
2.
Selection of Committee Members
3.
Responsibilities
II. Further Corporate Governance Guideline Recommendations
A.
Corporate Objective and Mission of the Board of Directors
B.
Board Size