HR Block 2006 Annual Report Download - page 35

ADDITIONAL INFORMATION CONCERNING THE BOARD OF DIRECTORS
BOARD OF DIRECTORS’ MEETINGS AND COMMITTEES –The Mr. Frigon’s ability to effectively serve on the Audit Committee.
Board of Directors is responsible for managing the property and The Board of Directors adopted a revised charter for the Audit
business affairs of the Company. The Board of Directors reviews Committee in March, 2006, a copy of which is included as
significant developments affecting the Company and acts on Appendix B to this proxy statement. The functions of the
matters requiring Board approval. During the 2006 fiscal year, the Committee are described in the Audit Committee Charter and
Board of Directors held 13 meetings and the standing Board include making recommendations to the Board of Directors with
committees held 21 meetings. Each of the incumbent directors respect to the appointment of the Company’s independent
attended at least 75% of the aggregate of the total number of accountants, evaluating the independence and performance of
meetings of the Board of Directors and of committees of the such accountants, reviewing the scope of the annual audit, and
Board of which he or she was a member. reviewing and discussing with management and the independent
The standing committees of the Board include the Executive accountants the audited financial statements and accounting
Committee, the Audit Committee, the Compensation Committee, principles. See the ‘‘Audit Committee Report’’ beginning
the Finance Committee and the Governance and Nominating on page 15.
Committee. The Company’s Corporate Governance Guidelines, The Compensation Committee, whose members are
Code of Business Ethics and Conduct, Board of Director Ms. Ecton (Chairman) and Messrs. Frigon, Hale, Seip and Smith,
Independence Standards and charters for Audit, Compensation held five meetings during fiscal year 2006. The functions of the
and Governance and Nominating Committees are available on the Committee primarily include reviewing the compensation of the
Company’s website at www.hrblock.com under the tab ‘‘Our executive officers of the Company and its subsidiaries,
Company’’ and then under the heading ‘‘Block Investors’’ and recommending to the Board of Directors the salaries and any
then under ‘‘Corporate Governance.’’ These documents are also bonus or cash incentive plans for such executive officers, and
available in print to shareholders upon written request to: administering the Company’s long-term incentive compensation
Corporate Secretary, H&R Block, Inc., 4400 Main Street, Kansas plans. All of the members of the Compensation Committee are
City, Missouri 64111 (such address to change to One H&R Block independent under the New York Stock Exchange listing
Way, Kansas City, Missouri 64105 in September 2006). Set forth standards and the Board’s Director Independence Standards. See
below is a description of the duties of each committee and the ‘‘Compensation Committee Report on Executive
its members. Compensation’’ beginning on page 17.
The Executive Committee, whose members are Mr. Hale The Finance Committee, whose members are Mr. Frigon
(Chairman), Ms. Ecton and Messrs. Ernst, Frigon and Smith, held (Chairman), Ms. Ecton and Messrs. Bloch, Ernst, Lewis and
no meetings during fiscal year 2006. The primary function of the Wilkins, held three meetings during fiscal year 2006. The primary
Executive Committee is to control and manage, between duties of the Finance Committee are to provide advice to
meetings of the Board, the property and business of the Company management and the Board of Directors concerning the financial
in all matters in which exclusive authority has not been given to structure of the Company, the funding of the operations of the
the entire Board of Directors or in which specific direction has Company and its subsidiaries and the investment of
not been given by the Board. Company funds.
The Audit Committee, whose members are Mr. Smith The Governance and Nominating Committee, whose
(Chairman) and Messrs. Choate, Frigon, Hale, Lauer, Lewis and members are Mr. Seip (Chairman), Ms. Ecton and Messrs. Hale,
Wilkins, held 10 meetings during fiscal year 2006. All of the Smith and Wilkins, held three meetings during fiscal year 2006.
members of the Audit Committee are independent under The Governance and Nominating Committee is responsible for
regulations adopted by the Securities and Exchange Commission, corporate governance matters, the initiation of nominations for
New York Stock Exchange listing standards and the Board’s election as a director of the Company, the evaluation of the
Director Independence Standards. The Board has determined that performance of the Board of Directors, and the determination of
each of Mr. Smith, Mr. Choate, Mr. Frigon, Mr. Hale, Mr. Lauer, compensation of outside directors of the Company. All of the
Mr. Lewis and Mr. Wilkins is an audit committee financial expert, members of the Governance and Nominating Committee are
pursuant to the criteria prescribed by the Securities and independent under the New York Stock Exchange listing
Exchange Commission. The Board has also determined that standards and the Board’s Director Independence Standards.
Mr. Frigon’s service on the audit committees of more than three DIRECTOR’S COMPENSATION –Directors, excluding those
public companies has not impaired and will not impair who are employed by the Company or its subsidiaries, received
H&R BLOCK 2006 Proxy Statement
7