Assurant 2005 Annual Report Download - page 62

4. Conduct all necessary and appropriate inquiries into the backgrounds and qualifications of possible candidates. In that connection, the
Committee shall have sole authority to retain and to terminate any search firm to be used to assist it in identifying candidates to serve as
directors of the corporation, including sole authority to approve the fees payable to such search firm and any other terms of retention.
5. Consider questions of independence and possible conflicts of interest of members of the Board of Directors and executive officers.
6. Review and make recommendations, as the Committee deems appropriate, regarding the composition and size of the Board of Directors
in order to ensure the Board has the requisite expertise and its membership consists of persons with sufficiently diverse and independent
backgrounds.
7. Develop and oversee (with the assistance of the Chairman of the Board and Secretary) an orientation program for all newly elected
directors and continuing education program for all directors in order to ensure that the directors are fully informed as to their responsibilities
and the means at their disposal for the effective discharge of those responsibilities.
8. Oversee evaluation of, at least annually, and as circumstances otherwise dictate, the Board of Directors and management.
Committee Selection, Composition and Evaluation
1. Recommend members of the Board of Directors to serve on the committees of the Board, giving consideration to the criteria for service
on each committee as set forth in the charter for such committee, as well as to any other factors the Committee deems relevant, and where
appropriate, make recommendations regarding the removal of any member of any committee.
2. Recommend members of the Board of Directors to serve as the Chair of the committees of the Board of Directors.
3. Establish, monitor and recommend the purpose, structure and operations of the various committees of the Board of Directors, the
qualifications and criteria for membership on each committee of the Board and, as circumstances dictate, make any recommendations regarding
periodic rotation of directors among the committees and impose any term limitations of service on any Board committee.
4. Periodically review the charter, composition and performance of each committee of the Board of Directors and make recommendations
to the Board for the creation of additional committees or the elimination of Board committees.
Corporate Governance
1. Consider the adequacy of the certificate of incorporation and by-laws of the corporation and recommend to the Board of Directors, as
conditions dictate, that it propose amendments to the certificate of incorporation and by-laws for consideration by the shareholders.
2. Develop and recommend to the Board of Directors a set of corporate governance principles and keep abreast of developments with
regard to corporate governance to enable the Committee to make recommendations to the Board of Directors in light of such developments as
may be appropriate.
3. Consider policies relating to meetings of the Board of Directors. This may include meeting schedules and locations, meeting agendas and
procedures for delivery of materials in advance of meetings.
Continuity/ Succession Planning Process
1. Oversee and approve the management continuity planning process. Review and evaluate the succession plans relating to the CEO and
other executive officer positions and make recommendations to the Board of Directors with respect to the selection of individuals to occupy
these positions.
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