Assurant 2005 Annual Report Download - page 52

such member to effectively serve on the Committee and (ii) discloses such determination in the annual proxy statements;
All members should have a working familiarity with basic finance and accounting practices (or acquire such familiarity within a reasonable
period after his or her appointment) and at least one member must be an “audit committee financial expert” as such term is defined by Rule 401
(h) of Regulation S-K. Committee members may enhance their familiarity with finance and accounting by participating in educational
programs conducted by the Company or by an outside consultant;
No member of the Committee shall receive any consulting, advisory, or other compensatory fees from the Company or any of its
subsidiaries other than (i) director’s fees for service as a director of the Company, including reasonable compensation for serving on the
Committee and regular benefits that other directors receive, or (ii) fixed amounts of compensation under a retirement plan (including deferred
compensation) for prior service with the listed issuer (provided that such compensation is not related in any way to continued service, including
any obligation to provide consulting services);
Chairperson(s) and other members of the Committee will be appointed by the Board for a period consistent with the Corporate Governance
Guidelines. The members of the Committee may be removed, with or without cause, by a majority vote of the Board;
Unless a Chairperson is elected by the full Board, the members of the Committee shall designate a Chairperson by the majority vote of the
full Committee membership. The Chairperson shall be entitled to cast a vote to resolve any ties. The Chairperson will chair all regular sessions
of the Committee and set the agendas for Committee meetings; and
The secretary of the Committee will be the Board’s Secretary.
Meetings shall be held not less than four times a year and may be held telephonically. Special meetings may be convened as required. The
Chairperson or any member of the Committee may call meetings of the Committee. Internal auditors or the independent auditors may convene
a meeting if they consider that it is necessary;
A quorum for any meeting will be a majority;
The Committee should meet with the independent auditors and management quarterly to review the Company’s financial statements in a
manner consistent with that outlined in section IV.B.2 of this Charter;
The Committee shall periodically meet separately with each of management, the directors of the internal audit group and the independent
auditors to discuss any matters that the Committee or each of the groups believe would be appropriate to discuss privately;
The internal and independent auditors should be invited to make presentations to the Committee as appropriate;
All non-management directors that are not members of the Committee may attend meetings of the Committee but may not vote.
Additionally, the Committee may invite to its meetings any director, management of the Company and such other persons as it deems
appropriate in order to carry out its responsibilities. The Committee may also exclude from its meeting any persons it deems appropriate in
order to carry out its responsibilities; and
Minutes will be made of all meetings and activities of the Committee.
The Committee, in discharging its role, is empowered to study or investigate any matter of interest or concern that the Committee deems
appropriate. In this regard, the Committee shall have the authority to
B-2
B.
Meetings
IV. ROLES AND RESPONSIBILITIES
A.
Roles