Assurant 2005 Annual Report Download - page 58

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The Committee shall meet at least two times annually, or more frequently as circumstances dictate. The Chairman of the Board or any
member of the Committee may call meetings of the Committee. At any meeting of the Committee, the presence of a majority of its members
then in office shall constitute a quorum for the transaction of business; and the act of a majority of its members present at a meeting at which a
quorum is present shall be the act of the Committee. The Committee may also, as necessary or appropriate to address unusual issues that cannot
be deferred to a Committee meeting, take action by unanimous written consent of its members. Minutes of all meetings of the Committee shall
be kept.
As part of its review and establishment of the performance criteria and compensation of designated key executives, the Committee should
meet separately at least on an annual basis with the CEO, the corporation’s principal human resources executive, and any other corporate
officers, as it deems appropriate. However, the Committee should meet regularly without such officers present, and in all cases such officers
shall not be present at meetings at which their performance and compensation are being discussed and determined. All meetings of the
Committee may be held telephonically.
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 corporation and such other persons as it deems
appropriate in order to carry out its responsibilities. The Committee may also exclude from its meetings any persons it deems appropriate in
order to carry out its responsibilities.
The following functions shall be the common recurring activities of the Committee in carrying out its responsibilities outlined in Section I
of this Charter. These functions should serve as a guide with the understanding that the Committee may carry out additional functions and
adopt additional policies and procedures as may be appropriate in light of changing business, legislative, regulatory, legal or other conditions.
The Committee shall also carry out any other responsibilities and duties delegated to it by the Board of Directors from time to time related to
the purposes of the Committee outlined in Section I of this Charter.
The Committee, in discharging its oversight role, is empowered to study or investigate any matter of interest or concern that the Committee
deems appropriate and shall have the sole authority to retain outside counsel or other experts for this purpose, including the authority to
approve the fees payable to such counsel or experts and any other terms of retention.
Setting Compensation for Executive Officers and Directors
1. Establish and review the overall compensation philosophy of the corporation.
2. Review and approve corporate goals and objectives relevant to CEO and other executive officers compensation, including annual
performance objectives.
3. Evaluate the performance of the CEO and other executive officers in light of these criteria and, based on such evaluation, either as a
committee or together with other independent directors (as directed by the Board of Directors), review and approve the annual salary, bonus,
stock options and other benefits, direct and indirect, of the CEO and other executive officers.
4. Monitor the effectiveness of the compensation plans in terms of supporting both the company’s succession objectives and the motivation
and retention of any other executives deemed to be of high potential (those who are seen as succeeding to management board positions within
three years). An annual report on succession to management board positions will be provided to the Compensation and Governance committees
in September annually. This report will address the performance and capabilities of all incumbents in management board positions and those
who are viewed as successors to those positions.
C-2
III. MEETINGS
IV.
RESPONSIBILITIES AND DUTIES