U-Haul 2005 Annual Report Download - page 20
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Please find page 20 of the 2005 U-Haul annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.19 I AMERCO ANNUAL REPORT
Business Description
TheBoardanditscommitteesmeetthroughouttheyear
on a set schedule, and also hold special meetings and
act by written consent from time to time as needed.
The Board has delegated various responsibilities and
authority to different Board committees as generally
described below. Committees regularly report on their
activitiesandactionstothefullBoard.
Board Committees
The Board currently has Audit, Executive Finance,
Compensation,andIndependentGovernanceCommittees,
aswellasanAdvisoryBoard.
Audit Committee. The Audit Committee assists
the Board of Directors in fulfilling its oversight
responsibilities as to financial reporting and audit
functions and risk management. The Audit Committee
monitors the financial information that is provided
to stockholders and others, the independence and
performanceoftheCompany’sindependentauditorsand
internal audit department and the systems of internal
controlestablishedbymanagementandtheBoard.
The members of the Audit Committee of the Board,
Charles J. Bayer, John M. Dodds and John P. Brogan,
each qualify as “independent” under special standards
developed by the Securities and Exchange Commission
(SEC)andNASDAQformembersofauditcommittees,
and the AuditCommittee includes atleastonemember
whoisdeterminedbytheBoardtomeetthequalifications
of an “audit committee financial expert.” Mr. John
P. Brogan is the independent director who has been
determined to be an audit committee financial expert.
Stockholders should understand that this designation
is a disclosure requirement of the SEC related to Mr.
Brogan’s experience and understanding with respect to
certainaccountingandauditingmatters.Thedesignation
doesnotimposeonMr.Brogananyduties,obligationsor
liability that are greater than are generally imposed on
himasamemberoftheAuditCommitteeandtheBoard
ofDirectors,andhis designationasanauditcommittee
financial expert pursuant to this SEC requirement does
notaffecttheduties,obligationsorliabilityofanyother
memberoftheAuditCommitteeorBoardofDirectors.
Executive Finance Committee. The Executive Finance
Committee is authorized to act on behalf of the Board
of Directors in approving any transaction involving the
finances of the Company. It has the authority to give
finalapprovalfortheborrowingoffundsonbehalfofthe
CompanywithoutfurtheractionorapprovaloftheBoardof
Directors.TheExecutiveFinanceCommitteeiscomposed
ofEdwardJ.Shoen,JohnP.BroganandCharlesJ.Bayer.
CompensationCommittee.TheCompensationCommittee
reviews the Company’s executive compensation plans
andpolicies,includingbenefitsandincentives,toensure
thattheyareconsistentwiththegoalsandobjectivesof
the Company. It reviews and makes recommendations
to the Board of Directors regarding management
recommendationsforchangesinexecutivecompensation.
TheCompensationCommitteealsomonitorsmanagement
plans and programs for the retention, motivation and
development of senior management. The Compensation
CommitteeiscomposedofJohnP.BroganandJohnM.
Dodds,independentdirectorsoftheCompany.
Independent Governance Committee. The Independent
GovernanceCommitteeischairedbyJohnP.Brogan,an
independent member of the board. Thomas W. Hayes,
the former State Treasurer of California, and Paul A.
Bible, a partner in the Reno-based law firm of Bible,
Hoy & Trachok, are also members of this committee.
Neither Mr. Hayes nor Mr. Bible are members of
the Company’s Board of Directors. The Independent
Governance Committee evaluates specific corporate
governance principles and standards and proposes to
the Board any modifications deemed appropriate. In
addition,thiscommitteemayreviewpotentialcandidates
forBoardmembership.Thecommitteemayreviewother
matters as referred to it by the Board. The committee
has the authority to and a budget from which to retain
professionals. The committee membership term is one
year and each member is determined by the Board to
be free of any relationship that would interfere with
his exercise of independent judgment as member of
thiscommittee.
Advisory Board Members. In addition to the four
committees described above, the Board of Directors
authorized up to two (2) Advisory Board Members.
On June 4, 2003, the Board of Directors appointed
Michael L. Gallagher as a member of the Advisory
Board.Mr.Gallagherisaseniorpartnerinthelawfirm
Gallagher&Kennedy.Mr.Gallagherisalsoadirectorof
PinnacleWestCapitalCorporation,ActionPerformance
Companies,Inc.andtheOmahaWorldHeraldCompany.
OnJune9,2004,theBoardappointedDanielR.Mullen
as a second Advisory Board Member. On February 23,
2005,Mr.MullenlefttheAdvisoryBoardandbecamea
memberoftheAMERCOBoardofDirectors.
Recent Developments
Preferred Stock Dividends
On May 4, 2005, the Board of Directors of AMERCO
declared a regular quarterly cash dividend of $0.53125
pershareontheCompany’sSeriesA81/2%Preferred
Stock.ThedividendwaspaidonJune1,2005toholders
ofrecordonMay15,2005.