Chairman of the Audit Committee received an annual retainer of $20,000. Effective July 1, 2012 annual compensation for outside directors on committees changed from an activity-based to a role-based retainer. The annual retainer for each outside director will be as follows: David A. Lemoine $40,000; Richard B. Kennedy $38,000; Ralph G. Lawrence $37,000; and Terry A. Piper $35,000. There will be no further meeting fees for outside directors. Non-employee directors may elect to defer part or all of their director’s fees, in which event such deferred fees and interest thereon will generally be payable in five equal installments after they cease to be a director.
The Board of Directors as a whole evaluates and approves any transactions with related parties. The
Company has not adopted a written policy or procedure used to evaluate and approve transactions with related parties. Instead, transactions are considered by the Board of Directors at meetings or through written consents.
There have not been any transactions, or proposed transactions, during the last two fiscal years, to which the
Company was or is to be a party, in which any director or executive officer of the Company, any nominee for election as a director, any security holder owning beneficially more than 5% of the Common Stock of the Company, or any member of the immediate family of the aforementioned persons had or is to have a direct or indirect material interest.
A. Audit Committee Report The Audit Committee operates in accordance with a written charter adopted by the Board and reviewed
annually by the Committee. The Committee is responsible for overseeing the quality and integrity of the Company’s accounting, auditing and financial reporting practices. It is composed solely of members who are independent, as defined by the applicable rules of the New York Stock Exchange and under Rule 10A-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Further, Mr. Lemoine is an “audit committee financial expert” as defined by the rules of the Securities and Exchange Commission (the “SEC”). The Audit Committee is chaired by Mr. Lemoine, who is a certified public accountant and is a retired partner of a large public accounting firm.
Management has the primary responsibility for the financial statements and the financial reporting process.
Management is also responsible for assessing and maintaining the effectiveness of internal controls over the financial reporting process in compliance with Sarbanes-Oxley Section 404 requirements. The Audit Committee oversees the Company’s financial reporting process and internal controls on behalf of the Board. In this regard, the Audit Committee helps to ensure the independence of the Company’s auditors, its internal audit function, and the integrity of management and the adequacy of disclosure to stockholders. Representatives of the Company’s independent auditors, Grant Thornton LLP, and financial management and other management personnel have unrestricted access to the Audit Committee.
The Company’s independent auditors are responsible for auditing the Company’s annual financial statements
and expressing an opinion as to whether the statements are fairly stated in conformity with accounting principles generally accepted in the United States. In addition, the Company’s independent auditors are responsible for auditing the Company’s internal controls over financial reporting. The Company’s independent auditors perform their responsibilities in accordance with the standards of the Public Company Accounting Oversight Board.
For fiscal 2012, management, Grant Thornton LLP and the Audit Committee met seven times including
meetings to discuss the Company’s annual and quarterly earnings reports and financial statements prior to each public release of such reports or statements.
With respect to fiscal 2012, the Audit Committee met prior to the issuance of the Company’s Annual Report on Form 10-K, to:
review and discuss the audited financial statements with the Company’s management; discuss with Grant Thornton LLP the matters required to be discussed by Statement on Auditing Standards No. 61 (Communications with Audit Committees); and
discuss with Grant Thornton LLP its independence and receive from Grant Thornton LLP the written disclosures and the letter required by applicable requirements of the Public Company Accounting Oversight Board regarding Grant Thornton LLP’s communications with the Audit Committee concerning independence.
9 A6
Proxy
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