Assurant 2005 Annual Report Download - page 61

Delegation to Subcommittees
In fulfilling its responsibilities, the Committee shall be entitled to delegate any or all of its responsibilities to a subcommittee of the
Committee.
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. All meetings of the Committee may be held telephonically. 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.
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.
Board Selection, Composition and Evaluation
1. Establish criteria for the selection of new directors to serve on the Board of Directors.
2. Subject to any pre-existing shareholders’ agreements, identify individuals believed to be qualified as candidates to serve on the Board of
Directors and select, or recommend that the Board of Directors select, the candidates for all directorships to be filled by the Board of Directors
or by the shareholders at an annual or special meeting. In identifying candidates for membership on the Board of Directors, the Committee shall
take into account all factors it considers appropriate, which may include strength of character, mature judgment, career specialization, relevant
technical skills, diversity and the extent to which the candidate would fill a present need on the Board of Directors.
Review and make recommendations to the full Board of Directors, or determine, whether members of the Board should stand for re-
election. Consider matters relating to the retirement of Board members, including term limits or age caps.
In the case of a director nominated to fill a vacancy on the Board of Directors due to an increase in the size of the Board, recommend to the
Board of Directors the class of directors in which the director-nominee should serve.
D-2
III.
MEETINGS
IV.
RESPONSIBILITIES AND DUTIES