textid,cik,year,text,duality
1,1800,2011,"mr. scott retired as  cotb , president and ceo of corn products international in 2009, after having served in those positions since 1997. he was president of the corn refining division of cpc international from 1995 through 1997, when cpc international spun off corn products international as a separate corporation. mr. scott currently serves on the board of directors of bank of new york mellon corporation, motorola solutions, inc. (formerly motorola, inc.), the chicago council on global affairs, the chicago urban league, northwestern healthcare, and chicago sister cities. mr. scott graduated from fairleigh dickinson university. as the  cotb , president and ceo of corn products international, mr. scott acquired strong management experience with a major public company with successful multinational operations and experience in finance matters, which he contributes to abbott's board.",1
2,2488,2010,"mr. claflin, who is independent in accordance with sec and nyse rules, is our chairman of the board. our chairman presides at meetings of our stockholders and directors and leads the board in fulfilling its responsibilities. for the reasons set forth below, the board of directors has determined that its current leadership structure, including an independent chairman of the board, is appropriate at the present time and allows the board to fulfill its duties effectively and efficiently based on amd's current needs. historically, our board of directors relied on a lead independent director who worked with our chief executive officer who was also the chairman of the board. however, with the transition to a new chief executive officer in 2008 and with the retirement of our executive chairman and chairman of the board in march 2009, our board of directors determined that it was appropriate to appoint an independent chairman of the board. our new chief executive officer was assuming his position at time when the pc industry was facing its worst recession in history, and amd was experiencing a number of financial and operational challenges. in addition, during 2009 our chief executive officer was managing an array of strategic, yet time- consuming, initiatives. at the same time, our board was pursuing a number of governance initiatives in order to optimize our practices and assure that we factored into account the changing landscape of stockholder rights as well as sec and nyse pronouncements. this resulted in adjusting the roles of our board committees, changing the chairs of these committees and recruiting new members to our board. given the time- consuming nature of these and other board activities, we believe that at this time they are best left to a dedicated, independent chairman. however, if circumstances change in the future, our board of directors may revert to a structure that relies on a lead independent director who works with our chief executive officer who is also chairman of the board.",0
3,2488,2012,"mr. claflin, who is independent in accordance with sec and nyse rules, is our chairman of the board. mr. claflin presides at meetings of our stockholders and directors and leads the board in fulfilling its responsibilities. for the reasons set forth below, the board has determined that its current leadership structure, including an independent chairman of the board, is appropriate at the present time and allows the board to fulfill its duties effectively and efficiently based on amd's current needs. historically, our board relied on a lead independent director who worked with our chief executive officer who was also the chairman of the board. however, with the transition to a new chief executive officer, derrick r. meyer, in 2008 and the retirement of our executive chairman and chairman of the board in march 2009, our board of directors determined that it was appropriate, based on the condition of the company and overall industry environment, to appoint mr. claflin as our independent chairman of the board. mr. meyer assumed his position at time when the pc industry was facing its worst recession in history, and amd was experiencing a number of financial and operational challenges. in january 2011, mr. meyer resigned as our president and chief executive officer and member of our board, and thomas j. seifert, who joined amd in october 2009 as our senior vice president and chief financial officer, was appointed interim chief executive officer. at the same time, mr. claflin was appointed as our independent, non-employee executive chairman of the board. during his tenure as executive chairman, mr. claflin provided additional oversight during the transition period while also leading the ceo recruitment process on behalf of the board. however, mr. claflin was neither an officer nor an employee of the company, and he did not receive any compensation from the company other than in connection with his board service. mr. seifert and mr. claflin served in these interim positions until august 25, 2011. on august 25, 2011, mr. rory p. read was appointed as our new president and chief executive officer and a member of our board. since assuming these roles, mr. read has been focusing on amd's strategy and market opportunities as well as on amd's organizational structure and execution capabilities. given the time-consuming nature of these activities and in light of the senior leadership transition during 2011, we believe that at this time a structure that relies on a dedicated, independent chairman is appropriate. mr. claflin resumed his position as chairman of the board on august, 25, 2011. ",0
4,2969,2010,"as provided in our governance guidelines, the board does not have a policy on whether the roles of  cotb  and ceo should be separate or whether the  cotb  should be independent. the board determines which structure is in the best interests of the company at any given time. at present mr. mcglade serves as both ceo and  cotb  and the board also has an independent presiding director. mr. mcglade became ceo in 2007. the board determined that mr. mcglade should also serve as  cotb  in 2008 after an in-depth review of alternative leadership structures. the board decided to combine the roles because it has a high level of confidence in mr. mcglade's leadership and willingness to work closely and transparently with the independent directors, and believes the company is best served at this time by unified leadership of operations and oversight of the company, which ensures that the board and management act with common purpose. the board also believes that maintaining equality among the independent directors fosters collegiality and openness among directors which leads to probing discussions, robust debate, and open exchange of ideas. finally, the board is satisfied that the independent directors have ample opportunities to execute their responsibilities independently through numerous executive sessions held throughout the year at both the board and committee level, substantial interactions with members of the management team other than the ceo , and the leadership of the presiding director and the committee chairs. the company's governance guidelines provide that the presiding director's responsibilities include: presiding at executive sessions of the board and any other time the  cotb  is not present and communicating feedback to the ceo . determining agenda for executive sessions of non-management directors. leading evaluation of ceo performance in concert with the management development and compensation committee. principal authority to convene a meeting of independent directors. the presiding director is elected by majority vote of the board for a two-year term. mr. davis is currently the presiding director. ",1
5,2969,2010,"as provided in our governance guidelines, the board does not have a policy on whether the roles of chairman of the board and ceo should be separate or whether the chairman of the board should be independent. the board determines which structure is in the best interests of the company at any given time. at present mr. mcglade serves as both ceo and chairman and the board also has an independent presiding director. mr. mcglade became ceo in 2007. the board determined that mr. mcglade should also serve as chairman in 2008 after an in-depth review of alternative leadership structures. the board decided to combine the roles because it has a high level of confidence in mr. mcglade's leadership and willingness to work closely and transparently with the independent directors, and believes the company is best served at this time by unified leadership of operations and oversight of the company, which ensures that the board and management act with common purpose. the board also believes that maintaining equality among the independent directors fosters collegiality and openness among directors which leads to probing discussions, robust debate, and open exchange of ideas. finally, the board is satisfied that the independent directors have ample opportunities to execute their responsibilities independently through numerous executive sessions held throughout the year at both the board and committee level, substantial interactions with members of the management team other than the ceo, and the leadership of the presiding director and the committee chairs. the company's governance guidelines provide that the presiding director's responsibilities include: presiding at executive sessions of the board and any other time the chairman is not present and communicating feedback to the ceo. determining agenda for executive sessions of non-management directors. leading evaluation of ceo performance in concert with the management development and compensation committee. principal authority to convene a meeting of independent directors. the presiding director is elected by majority vote of the board for a two-year term. mr. davis is currently the presiding director. ",1
6,3116,2014,"our bylaws do not require that the positions of  cotb  and ceo ( ceo ) be separate. our bylaws allow for the flexibility to decide how the two positions should be filled based on the circumstances existing at any given time. further, the board does not have a formal policy relating to the separation of the offices of  cotb  and ceo . our offices of  cotb  and ceo have been separate since 2002, when our  cotb , john kapoor last served as both  cotb  and ceo . currently, with the separation of the positions, the  cotb  oversees strategic planning for the company, and the ceo oversees the day-to-day planning, execution and operational matters. the board believes that the separation of the two roles provides a balance of these important responsibilities and best suits the skills of dr. kapoor and mr. rai. however, the board believes that retaining the flexibility to unify the two roles is beneficial to the company, and as such, the board intends to continue to exercise its discretion in combining or separating these positions depending on the particular circumstances and needs of the company at any time.",0
7,3197,2016,"the positions of ceo and  cotb  are held by different individuals: jason dezwirek serves as  cotb  and jeffrey lang serves as  ceo . our bylaws provide that any two or more offices may be held by the same person, but the board believes that the current separation of the offices of ceo and  cotb  reflects the difference in the roles of those positions. the ceo is responsible for determining the strategic direction and the day-to-day leadership of the company. the  cotb  determines the agenda for and presides over board meetings. the separation of the roles of ceo and  cotb  and the independence of a majority of the board members helps ensure independent oversight of management. all of the directors on the current board, other than the  cotb , jason dezwirek, the  ceo , jeffrey lang, and jonathan pollack qualify as independent under the nasdaq rules. the standing committees the audit committee and the compensation committee are comprised entirely of independent directors and provide independent oversight of management. ceco's management is responsible for identifying, assessing and managing the material risks facing ceco. the board performs an important role in the review and oversight of these risks, and generally oversees ceco's risk management practices and processes, with a strong emphasis on financial controls. the board has delegated primary oversight of the management of (i) financial and accounting risks and related-party transaction risks to the audit committee and (ii) compensation risk to the compensation committee. to the extent that the audit committee or compensation committee identifies any material risks or related issues, the risks or issues are addressed with the full board.",0
8,3499,2017," currently, our  cotb , steven roth, also serves as our  ceo . while our board has determined that a majority of its members are independent for purposes of the listed company standards under the rules and regulations of the nyse, we do not have an independent lead director. our board has determined that this leadership structure is appropriate in light of the circumstances affecting the company, including its current activities and business strategy. accordingly, the board believes it has the best individual serving both roles. the board is free to select its  cotb  and the company's ceo in the manner it considers in the best interests of the company at any given point in time. these positions may be filled by one individual or by two different individuals. ",1
9,4281,2010,"for the past two years we have split the roles of chairman of the board and chief executive officer in order to provide a transition in leadership. mr. belda, who had been chairman and chief executive officer, continued as chairman of the board after mr. kleinfeld was elected president and chief executive officer in may 2008. a similar transition process was in place when mr. belda was elected chief executive officer. on august 1, 2009, mr. belda retired as an executive officer of the company, remaining chairman of the board until his term expires at the 2010 annual meeting of shareholders. it is anticipated that mr. kleinfeld will become chairman and chief executive officer at that time. alcoa has had a strong, independent lead director for a number of years and we believe this role adequately addresses the need for leadership and an organizational structure for the independent directors. of our 14 directors, only messrs. kleinfeld and belda are not independent under the rules of the new york stock exchange and our corporate governance guidelines. our independent directors meet every regular meeting without management or the inside directors present. to provide for a transition in board leadership, henry b. schacht, chairman of the audit committee and franklin a. thomas, lead director, each have agreed to serve as senior advisors to the board of directors following their retirement from the board when their terms expire in april 2010. the board of directors has elected judith m. gueron lead director effective april 23, 2010. the lead director's role is defined as follows: 1. preside at all meetings of the board at which the chairman is not present including executive sessions of the independent directors; 2. respond directly to shareholder and other stakeholder questions and comments that are directed to the lead director or to the independent directors as a group, with such consultation with the chairman or other directors as the lead director may deem appropriate; 3. review meeting agendas and schedules for the board; 4. ensure personal availability for consultation and communication with independent directors and with the chairman, as appropriate; and 5. call special meetings of the independent directors in accordance with the by-laws of the company, as the lead director may deem to be appropriate the chief legal and compliance officer and the corporate secretary provide support to the lead director in fulfilling the lead director's role. ",0
10,4281,2014,"the company's current board leadership structure is composed of a combined  cotb  and  ceo , an independent director serving as the lead director and strong, active independent directors. alcoa has had a strong, independent lead director for a number of years. the board believes this structure provides a very well-functioning and effective balance between strong company leadership and appropriate safeguards and oversight by independent directors. by serving in both positions, the  cotb  and ceo is able to draw on his detailed knowledge of the company to provide the board, in coordination with the lead director, leadership in focusing its discussions and review of the company's strategy. in addition, a combined role of  cotb  and ceo ensures that the company presents its message and strategy to its stakeholders with a unified voice. it also allows for efficient decision making and focused accountability. the board believes that it is in the best interest of the company and its shareholders for mr. kleinfeld to serve as  cotb  and  ceo , considering the strong role of our independent lead director and other corporate governance practices providing independent oversight of management as set forth below. 2014 proxy statement",1
11,4447,2011,"at present, the board of directors of the company has chosen to combine the positions of ceo and  cotb . while the board believes it is important to retain the organizational flexibility to determine whether the roles of  cotb  and ceo should be separated or combined in one individual, the board currently believes that the interests of the company and its shareholders are better served with one individual serving in both roles. while there may be circumstances in which an independent  cotb  is appropriate, the board currently believes that the ceo is the individual with the necessary experience, commitment and support of the other board members to effectively carry out the role of  cotb . the board believes this structure promotes better alignment of strategic development and execution, more effective implementation of strategic initiatives, and clearer accountability for their success or failure. moreover, the board believes that combining the  cotb  and ceo positions does not impede independent oversight. ten of the thirteen members of the board of directors are independent under new york stock exchange rules. mr. nicholas brady,  cotb  of the corporate governance and nominating committee, acts as the lead independent director for the board. the independent directors meet in an executive session after each regular board meeting and mr. brady acts as  cotb  of these sessions, at which the independent directors have the opportunity to frankly discuss management performance. ",1
12,4447,2012,"at present, the board of directors of the company has chosen to combine the positions of ceo and  cotb . the board currently believes that the interests of the company and its stockholders are better served with one individual serving in both roles and that the ceo is the individual with the necessary experience, commitment and support of the other board members to also effectively carry out the role of  cotb . the board is aware that in the future, there may be circumstances under which an independent  cotb  is appropriate and believes it is important to retain the organizational flexibility to determine whether the roles of  cotb  and ceo should be separated or combined in one individual. the board believes this structure promotes better alignment of strategic development and execution, more effective implementation of strategic initiatives, and clearer accountability for their success or failure. moreover, the board believes that combining the  cotb  and ceo positions does not impede independent oversight. ten of the thirteen members of the board of directors are independent under new york stock exchange rules. mr. nicholas brady,  cotb  of the corporate governance and nominating committee, acts as the lead independent director for the board. the independent directors meet in an executive session after each regular board meeting and mr. brady acts as  cotb  of these sessions, at which the independent directors have the opportunity to frankly discuss management performance. ",1
13,4457,2013,"currently, the roles of president and cotb are combined, which we believe fosters clear accountability, effective decision-making, and alignment on corporate strategy. specifically, our board believes that its current leadership structure, with edward j. shoen serving as both president and board cotb , is appropriate and best serves the interests of our company and our stockholders. the company does not have a lead independent director. management is responsible for managing the risks that the company faces. the board is responsible for overseeing management's approach to risk management and supports the achievement of the company's objectives, including strategic objectives, to improve long-term performance and enhance stockholder value. a fundamental part of risk management is not only understanding the risks the company faces and what steps management is taking to manage those risks, but also understanding what level of risk is appropriate for the company. the involvement of the full board in reviewing our strategic objectives and plans is a key part of the board's assessment of management's approach and tolerance to risk. while the board has ultimate oversight responsibility for overseeing management's risk management process, various committees of the board assist them in fulfilling that responsibility. the board has delegated to its various committees the oversight of risk management practices for categories of risk relevant to their functions. for example, through its audit committee, our board oversees the management by our finance group of our financial statement disclosure controls, systems of internal control over financial reporting, significant financial and accounting matters, as well as the company's compliance with legal and regulatory requirements. through its compensation committee, our board manages potential business risks inherent in our compensation programs to ensure that they do not encourage unacceptable levels of risk. the executive finance committee oversees risks associated with the company's credit and debt positions and liquidity, monitors the level of risk associated with investment policies and investment portfolios, and evaluates current strategic endeavors by evaluating both short and long term debt structures.",0
14,4457,2013,"currently, the roles of president and  cotb  are combined, which we believe fosters clear accountability, effective decision-making, and alignment on corporate strategy. specifically, our board believes that its current leadership structure, with edward j. shoen serving as both president and board  cotb , is appropriate and best serves the interests of our company and our stockholders. the company does not have a lead independent director. management is responsible for managing the risks that the company faces. the board is responsible for overseeing management's approach to risk management and supports the achievement of the company's objectives, including strategic objectives, to improve long-term performance and enhance stockholder value. a fundamental part of risk management is not only understanding the risks the company faces and what steps management is taking to manage those risks, but also understanding what level of risk is appropriate for the company. the involvement of the full board in reviewing our strategic objectives and plans is a key part of the board's assessment of management's approach and tolerance to risk. while the board has ultimate oversight responsibility for overseeing management's risk management process, various committees of the board assist them in fulfilling that responsibility. the board has delegated to its various committees the oversight of risk management practices for categories of risk relevant to their functions. for example, through its audit committee, our board oversees the management by our finance group of our financial statement disclosure controls, systems of internal control over financial reporting, significant financial and accounting matters, as well as the company's compliance with legal and regulatory requirements. through its compensation committee, our board manages potential business risks inherent in our compensation programs to ensure that they do not encourage unacceptable levels of risk. the executive finance committee oversees risks associated with the company's credit and debt positions and liquidity, monitors the level of risk associated with investment policies and investment portfolios, and evaluates current strategic endeavors by evaluating both short and long term debt structures.",0
15,4904,2011,"mr. morris is in his 13th year leading large, multi-state, publicly held electric utility companies. he has been the company's chairman, president and chief executive officer since early 2004. before that, he had held the same positions at another publicly held electric utility company from august 1997 to the end of 2003. mr. morris has extensive knowledge about and influence within the electric utility industry, as indicated from his current and past leadership positions with the institute of nuclear power operations, the edison electric institute and the business roundtable, among other organizations. in addition to serving on the company's board, mr. morris sits on the boards of directors of two other large public companies, and he has been a panelist at prominent corporate governance conferences. because of mr. morris longstanding experience with the company and other industry participants and the quality of his performance in these roles, and his extensive experience as a corporate director, the board believes that the company's best interests are currently best served by mr. morris being both  cotb  and  ceo . dr. hudson has been the presiding director of the board since 2003. the purpose of the presiding director is to promote the independence of the board in order to represent the interests of the shareholders. the presiding director is selected by non-management directors. the presiding director is responsible for working closely with the ceo to finalize information flow to the board, set meeting agendas and arrange meeting schedules. he also chairs meetings of the non-management directors and serves as principal liaison between the non-management directors and management. in addition, dr. hudson has the ability to call special meetings of the board, as needed. he has the authority to retain outside legal counsel or other advisors as needed by the board. he provides a channel of communications between the directors and management, assures that directors receive timely and necessary information in advance of meetings, and receives communications from shareholders on behalf of non-management directors. the board believes that the allocation of responsibilities between mr. morris and dr. hudson works well, so that, with these individuals in place, it is not necessary to have a separate board chair and chief executive. mr. morris intends to retire as ceo in late 2011, when he becomes 65 years old. whether his successor as ceo will also hold the office of  cotb  will be determined at the time in light of the successor's skills and experience and other relevant considerations. ",1
16,4904,2014,"we believe the company and its shareholders are best served by a board that has the flexibility to establish a leadership structure that fits the needs of the company at a particular point in time. under the company's principles of corporate governance, the board has the authority to combine or separate the positions of  cotb  and ceo , as well as to determine whether, if the positions are separated, the  cotb  should be an employee, non-employee, or an independent director. the board's judgment is that the functioning of the board is currently best served by maintaining a structure of having one individual serve as both  cotb  and ceo . the board believes that having a single person acting in those capacities promotes unified leadership and direction for both the board and management and also provides a single, clear focus to execute the company's strategy especially during this time of significant change in the utility business. however, in certain circumstances, such as the transition from one ceo to another, the board believes it may be appropriate for the role of  cotb  and ceo to be split. in november 2011, in order to promote an orderly ceo transition from mr. morris to mr. akins, the board made the determination that it was in the best interest of the company and its shareholders that the two offices be separated. now that mr. akins has served for over two years in his role as ceo , the board's judgment is that mr. akins should now serve as  cotb  and ceo . under the company's principles of corporate governance, in circumstances where the  cotb  is not independent or where the positions of  cotb  and ceo are filled by the same person, the board considers it useful and appropriate to designate a lead director. the company already has policies and practices in place to provide independent oversight of management and the company's strategy. the board currently includes 13 independent directors among its 15 members. the board routinely holds executive sessions at which only independent directors are present, and, each year, the independent directors select a lead director responsible for facilitating and chairing the independent directors sessions. mr. hoaglin has been the lead director of the board since april 2012. the purpose of the lead director is to promote the independence of the board in order to represent the interests of the shareholders. the lead director is selected by the independent directors. the lead director is responsible for working closely with the ceo to finalize information flow to the board, set meeting agendas and arrange meeting schedules. he also chairs meetings of the independent directors and serves as principal liaison between the independent directors and management. in addition, mr. hoaglin has the ability to call special meetings of the board, as needed. he has the authority to retain outside legal counsel or other advisors as needed by the board. he provides a channel of communications between the directors and management, assures that directors receive timely and necessary information in advance of meetings, and receives communications from shareholders on behalf of non-management directors.",1
17,4962,2011,"the company's governance principles provide that ordinarily and in normal circumstances, the ceo shall also serve as chairman of the board. the board believes that separating the position of chairman and ceo does not serve the best interests of the company at this time. the board believes that by serving as both chairman and ceo, mr. chenault is able to draw on his intimate knowledge of the daily operations of the company and its relationships with customers, employees and business partners to provide the board with leadership in setting its agenda and focusing its discussion. mr. chenault's combined role as chairman and ceo also ensures that the company presents its message and strategy to shareholders, employees and customers with a unified voice. the nominating committee reviews the board's leadership structure annually, and the chair of the nominating committee and of each of the other board committees lead an annual evaluation of the performance and effectiveness of the board of directors and of each committee. in 2009, the nominating committee determined to maintain the current leadership roles of our presiding director structure, which is described above. in making this determination, the nominating committee considered the leadership provided by each of the board committee chairs, the strength and independent-mindedness of the current directors, the quality of the board and committee agendas and discussions, the quality of the board's discussions at its executive sessions, the regular communications between mr. chenault and members of the board and mr. chenault's responsiveness to matters raised by the directors. the nominating committee concluded that multiple directors exercising important leadership roles has ensured that the board functions effectively and efficiently, receives high-quality, adequate and timely information, and acts independently in overseeing management and the company. ",1
18,5133,2012,"we separate the roles of ceo and  cotb  in recognition of the differences between the two roles. as  ceo , zev weiss is responsible for setting the strategic direction for the company and the day-to-day leadership and performance of the company. as the  cotb , morry weiss provides guidance in such critical functions as mergers and acquisitions and other strategic initiatives, works with the ceo in developing the company's long-range strategic plans, provides guidance to the ceo and other members of senior management and presides over meetings of the full board. in addition, the duties and responsibilities of the  cotb  include the following: determining an appropriate schedule of board meetings seeking to ensure that the independent directors can perform their duties responsibly while not interfering with the flow of the company's operations; seeking input from all directors as to the preparation of the agendas for board meetings, preparing agendas for board meetings, and providing input, as appropriate, to the committee chairs regarding agenda items for committee meetings; assessing the quality, quantity and timeliness of the flow of information from our management that is necessary for the independent directors to effectively and responsibly perform their duties, advise management as to the quality, quantity and timeliness of the flow of information from management that is necessary for the independent directors to effectively and responsibly perform their duties; directing, in consultation with the independent directors, the retention of consultants who report directly to the board; ensuring that the nominating committee oversees compliance with and implementation of our corporate governance policies and ensuring that the chairperson of the nominating committee oversees the process to recommend revisions to our corporate governance policies; ensuring that the compensation committee oversees compliance with and implementation of our policies and procedures for evaluating and undertaking executive and incentive-based compensation, including stock options; requiring at least three executive sessions of the board's independent directors per year; recommending the membership of the various board committees and ensuring that the independent directors select committee chairs for the audit and compensation committees; and providing the independent directors the authority to retain counsel or consultants as the independent directors deem necessary to perform their responsibilities as committee members. because mr. morry weiss, our  cotb , is not independent, our board has appointed mr. ratner to be the presiding director at the executive sessions of the non-management directors, as defined under the rules of the nyse. the board believes that this structure provides an effective leadership model for the company. in addition, to further enhance its governance, during fiscal 2013, the board expects to appoint one of its independent directors as a lead independent director. the lead independent director will be designated annually by the independent directors of the board. the lead independent director will be responsible for coordinating the activities of the independent directors of the board as follows: assisting in the determination of an appropriate schedule of board meetings to help ensure that independent directors of the board can attend meetings and perform their duties responsibly; seeking input from all directors of the board as to the preparation of agendas for board and committee meetings; advising the board as to the quality, quantity and timeliness of the flow of information from our management that is necessary for the independent directors of the board to effectively and responsibly perform their duties; coordinating, developing the agenda for, and moderating executive sessions of the board's independent directors when necessary, and, when necessary, act as a liaison between the independent directors of the board and the  cotb  and/or ceo on sensitive issues; and retaining such counsel or consultants as the lead independent director deems necessary to perform his or her responsibilities.",0
19,5513,2010,"currently, the positions of chairman of the board and chief executive officer are separate. our chairman is an independent director, and the board believes that the separation of the chairman and ceo positions allows the ceo to devote the significant time and focus necessary to manage our business given the difficult economic and regulatory environment. under our corporate governance guidelines, the board reserves the right to combine the offices of chairman of the board and ceo when appropriate. ",0
20,5513,2010,"currently, the positions of chairman of the board and chief executive officer are separate. our chairman is an independent director, and the board believes that the separation of the chairman and ceo positions allows the ceo to devote the significant time and focus necessary to manage our business given the difficult economic and regulatory environment. under our corporate governance guidelines, the board reserves the right to combine the offices of chairman of the board and ceo when appropriate. ",0
21,6176,2012,"the leadership structure of the corporation combines the positions of ceo and  cotb . the board believes that the full-time executive managing the day-to-day operation of the corporation is the person most knowledgeable and qualified to lead the group of individuals responsible for the higher level decisions such as strategic direction and protection of shareholder interests. the board also elects a new lead director each year. the lead director must be a non-management, independent director and is required to hold private sessions of the non-management directors after each board meeting as well as a meeting of independent directors at least once each year. the board believes these private meetings allow the non-management directors to evaluate and critique the leadership and performance of management and to develop an action plan if that performance is substandard. the board of directors has adopted categorical standards to assist it in evaluating the independence of its directors. the standards are attached to the corporate governance guidelines which are available on the corporation's website at www.ampcopittsburgh.com. after performing this evaluation in accordance with those guidelines, the board has determined that robert j. appel, leonard m. carroll, paul a. gould, william k. lieberman and carl h. pforzheimer, iii do not have material relationships with the corporation (other than as members of the board of directors) and are independent within the meaning of the corporation's independence standards and those of the nyse. in addition, our board of directors and its standing committees periodically request supplemental information or reports as they deem appropriate. the board of directors also considers risk oversight when evaluating the best leadership structure for the board of directors. under section 162(m) of the internal revenue code, a publicly held corporation may not deduct more than $1 million in a taxable year for certain forms of compensation paid to the ceo and other officers listed in the summary compensation table. our policy is generally to preserve the federal income tax deductibility of compensation paid to our executives. nevertheless, we retain the flexibility to authorize compensation that may not be deductible if we believe it is in the best interests of our corporation. while we believe that all compensation paid to our executives in 2012 was deductible, ",1
22,6281,2013,"our corporate governance guidelines provide that the offices of chairman of the board and ceo should be separate, unless otherwise determined by a majority of the board of directors. we currently separate the roles of ceo and chairman of the board. our ceo is responsible for setting the strategic direction for the company and the day to day leadership and performance of the company, while our chairman of the board provides guidance to the ceo, sets the agenda for board meetings and presides over meetings of the full board. because mr. stata, our chairman, is not an independent director under the nasdaq rules, our board of directors has appointed james a. champy as presiding director to preside at all executive sessions of independent directors. the board holds executive sessions at each regular meeting. ",0
23,6281,2013,"mr. stata, age 78, has served as our  cotb  since 1973 and served as an executive officer of our company from its inception until april 2012. mr. stata served as our ceo from 1973 to november 1996 and as our president from 1971 to november 1991. we believe mr. stata's qualifications to sit on our board of directors include his 48 years of experience and leadership in the semiconductor industry, including as our founder, our  cotb  for 40 years and formerly as our president for 20 years. it is expected that 2013 will be mr. stata's final year serving as our  cotb . our corporate governance guidelines provide that the offices of  cotb  and ceo should be separate, unless otherwise determined by a majority of the board of directors. we currently separate the roles of ceo and  cotb . our ceo is responsible for setting the strategic direction for the company and the day to day leadership and performance of the company, while our  cotb  provides guidance to the ceo , sets the agenda for board meetings and presides over meetings of the full board. because mr. stata, our  cotb , is not an independent director under the nasdaq rules, our board of directors has appointed james a. champy as presiding director to preside at all executive sessions of independent directors. the board holds executive sessions at each regular meeting. to elect the following ten nominees to our board of directors, each for a term of one year.",0
24,6314,2013,"the company's board of directors is comprised of all independent directors except for messrs. sala, and gerst. messrs. sala and gerst are employees of the company. the board has determined that directors patricia t. civil, louis j. de santis, dale f. eck, james g. gould, matthew s. robison and john l. smucker (who collectively comprise 75% of the board) are each independent as defined in the market place rules of the nasdaq stock market. under the rules of nasdaq, to be considered independent, the board must determine that a director does not have a direct or indirect material relationship with the company. as  cotb , mr. sala has developed an on-going management presentation schedule that enables key members of management to regularly present before the board regarding the company's various product lines, strategic programs, technologies, market strategies and other meaningful information which has been instrumental in assisting board members to carry out their oversight role. given mr. sala's extensive history with the company, his particular knowledge regarding the markets, products, technologies, key personnel and material risks affecting the company's operations, it is the board's judgment that it is in the best interest of the company's shareholders to have mr. sala hold both the ceo and  cotb  positions. the board of directors believes that continuing to maintain a classified board is advantageous to the company and its shareholders. under the board's current classified structure, the company's directors are divided into three classes and serve staggered three-year terms rather than one year terms, which has significantly helped maintain continuity and stability in the board and the policies and strategies formulated by the board. company directors have developed substantial knowledge of the company, its business groups and its long term strategies and goals. directors who have experience with the company, who understand the company's culture and industry position, and who are committed to enhancing long term shareholder value, are invaluable resources and are better positioned to make strategic decisions that are in the best interests of the company and its shareholders. in addition, the company's classified board structure is time-tested, having been in place since the shareholders approved the structure in november, 1999. during this 13 year period, company directors have overseen substantial growth in the company's revenue, and earnings. specifically, company revenue has grown at a 9% compound annual growth rate (cagr) and earnings before interest, taxes, depreciation and amortization (ebitda) and earnings per share (eps) have experienced an 8% gagr. under the classified board structure, the company also successfully launched a china based subsidiary as well as successfully acquired and integrated multiple acquisitions, all of which have helped strengthen the company's ability to successfully compete in the world economy. the board believes that electing directors to three-year terms, as provided under the current board structure rather than one-year terms, enhances the independence of non-management directors. specifically, the current structure provides directors with longer assured terms of office, thereby insulating them from undo pressures from special interest groups that might have an agenda contrary to the long-term interests of all shareholders. the importance of maintaining truly independent directors is critical to help insure directors do not make short-term decisions that may be detrimental to the company long term, simply out of fear of being replaced each year. accordingly, through this proposal, the company's board of directors are allowing shareholders to vote on amendment to the company's rights plan in order to, in effect, have shareholders decide whether they believe maintaining the rights plan is in the best interests of shareholders. if the shareholders approve the proposal to amend the rights plan, the company's board of directors would enter into an amendment to change the expiration time as defined in the rights plan, by accelerating the expiration time from april 27, 2021 to a date as soon as practical after the annual meeting of shareholders. pursuant to the rights plan, the defined term expiration time currently reads as follows:",1
25,6769,2010,"board leadership structure and risk oversight throughout much of apache's history, the company has ascribed to the traditional u.s. board leadership structure, under which our CEO has also served as the cotb of our board of directors. from 1969 until 2002, both of these positions were held by our founder, mr. raymond plank. however, upon mr. raymond plank's retirement as CEO of the company in 2002, mr. farris was appointed as the company's CEO and mr. raymond plank remained as the company's cotb . upon mr. plank's retirement as cotb in january 2009, mr. farris was appointed the company's cotb , once again unifying the roles of cotb and CEO . as apache's history demonstrates, we believe it is important to maintain the flexibility to have either a combined or a separated chair and CEO structure as circumstances dictate. each structure has served us well in the past. currently, as we transform the company following retirement of its founder, we believe that the efficiencies created by a combined position work best especially with our newly created lead director position assuring strong board leadership. our board regularly reviews all the aspects of our governance profile, including this one, and will make changes as circumstances warrant. this is the model that the company has utilized for much of its history and we believe that it is the most effective way to lead the company going forward. the company's governance principles state that in addition to its general oversight of management, the board of directors is responsible for a number of specific functions, including assessing major risks facing the company and reviewing options for their mitigation. our board of directors has four standing independent committees with separate chairs audit, management development and compensation, executive, and corporate governance and nominating. our audit committee is primarily responsible for overseeing the company's risk management processes on behalf of the board. the audit committee charter provides that the audit committee should assess and manage the company's exposure to risk, and discuss the company's major financial risk exposure and the steps management has taken to monitor, control, and report such exposures. in addition, the audit committee reports to the board of directors, which also considers the company's risk profile. the audit committee and the board of directors focus on the most significant risks facing the company, and the company's risk management strategy and ensure that the risks undertaken are consistent with the board's tolerance for risk. while the board is responsible for setting, monitoring and maintaining the company's risk management policies and practices, the company's executive officers and members of our management team are responsible for implementing and overseeing our day-to-day   risk management processes. the board has created a risk management committee composed of members of our management team. the risk management committee monitors and manages risks related to, among other things, our commodity hedging activities and foreign currency exchange exposure. the company believes that this division of responsibility is the most effective way to monitor and control risk. in addition to the oversight provided by our full board of directors, audit committee, executive officers and members of our management team, our independent (non-employee) directors hold regularly scheduled executive sessions as often as they deem appropriate, but in any event at least twice each year. these executive sessions are chaired by a lead director, and provide an additional avenue through which we monitor the company's risk exposure and policies regarding risk management. ",0
26,6951,2012,"under our corporate governance guidelines, the roles of chairman and chief executive officer may be filled by the same or different individuals. this allows the board flexibility to determine whether the two roles should be combined or separated based upon the needs of the company and the board's assessment of its leadership from time to time. the board believes that, at this time, it is in the best interests of applied and its stockholders for mr. splinter to serve as the chairman and chief executive officer, and for mr. roelandts, an independent director, to serve as lead independent director. mr. splinter does not serve on any committees of the board. combining the roles of chairman and chief executive officer promotes unified leadership and direction for applied, allowing for operational effectiveness and efficiencies that facilitate the implementation of strategic initiatives and business plans to optimize stockholder value. mr. splinter's industry and management experience enables him to understand the priorities and perspectives of applied's customers, suppliers and workforce, as well as the competitive landscape. in addition, mr. splinter has a strategic vision for applied and an understanding of the complex industry and global challenges and opportunities, creating a vital link that enables the board to perform its oversight function with the benefit of management's key perspectives. the board believes the combined role of chairman and chief executive officer, together with the role of the lead independent director, provide an appropriate balance in applied's leadership. the lead independent director helps ensure a strong, independent and active board. the lead independent director presides over executive sessions of independent directors without the presence of non-independent directors or members of applied's management at least twice per year during regularly scheduled board meetings and otherwise from time to time as deemed necessary or appropriate. the lead independent director regularly communicates with other directors between scheduled board meetings. the lead independent director also has the authority to call meetings of the independent directors and is available for consultation or direct communication. the board, including each of its committees, also has complete and open access to any member of management and the authority to retain independent advisors as the board or such committees deem appropriate. in addition, all members of the audit committee, the corporate governance and nominating committee, and the human resources and compensation committee are independent directors, and the committee chairs have authority to hold executive sessions without management and non-independent directors present. ",1
27,6951,2012,"under our corporate governance guidelines, the roles of chairman and chief executive officer may be filled by the same or different individuals. this allows the board flexibility to determine whether the two roles should be combined or separated based upon the needs of the company and the board's assessment of its leadership from time to time. the board believes that, at this time, it is in the best interests of applied and its stockholders for mr. splinter to serve as the chairman and chief executive officer, and mr. roelandts, an independent director, to serve as lead independent director. mr. splinter does not serve on any committees of the board. combining the roles of chairman and chief executive officer promotes unified leadership and direction for applied, allowing for operational effectiveness and efficiencies that ensure the implementation of strategic initiatives and business plans to optimize stockholder value. mr. splinter's industry and management experience enables him to understand the priorities and perspective of applied's customers, suppliers and workforce, as well as the competitive landscape. in addition, mr. splinter has a strategic vision for applied and an understanding of the complex industry and global challenges and opportunities, creating a vital link that enables the board to perform its oversight function with the benefit of management's key perspectives. the board believes the combined role of chairman and chief executive officer, together with the role of the lead independent director, provide an appropriate balance in applied's leadership. the lead independent director helps ensure a strong, independent and active board. the lead independent director presides over executive sessions without the presence of the non-independent directors or members of applied's management at least twice per year during regularly scheduled board meetings and otherwise from time to time as deemed necessary or appropriate. the lead independent director also has the authority to call meetings of the independent directors and is available for consultation or direct communication. the board, including each of its committees, also has complete and open access to any member of management and the authority to retain independent advisors as the board or such committees deem appropriate. in addition, the members of the audit committee, the corporate governance and nominating committee, and the human resources and compensation committee are independent directors, and the committee chairs have authority to hold executive sessions without management and non-independent directors present. ",1
28,6955,2011,"our board of directors currently believes it is in the best interest of the company to combine the positions of  cotb  and ceo because it provides the company with unified leadership and direction. in addition, our current  cotb  and ceo has an in-depth knowledge of our business that enables him to effectively set appropriate board agendas and ensure appropriate processes and relationships are established with both management and the board. section 162(m) of the internal revenue code limits the company's federal income tax deduction to $1,000,000 per year for compensation paid to its ceo or any of the other neos. performance-based compensation (i.e. annual cash incentive, mtip awards and ltip cash incentives) is not, however, subject to the deduction limit, provided certain requirements of section 162(m) are satisfied. the company believes that its plans comply with section 162(m) regulations. in order to preserve the deductibility of performance-based compensation, the company will generally seek to comply with section 162(m) of the code to the extent such compliance is practicable and in the best interests of the company and its shareholders. ",1
29,7084,2011,"our company's board of directors does not have a current requirement that the roles of ceo and  cotb  be either combined or separated, because the board believes it is in the best interests of our company to make this determination based on the position and direction of our company and the constitution of the board and management team. the board regularly evaluates whether the roles of ceo and  cotb  should be combined or separated. the board has determined that having our company's ceo serve as  cotb  is in the best interest of our stockholders at this time. the ceo is responsible for the day-to-day management of our company and the development and implementation of our company's strategy, and has access to the people, information and resources necessary to facilitate board function. therefore, the board believes that combining the roles of ceo and  cotb  contributes to an efficient and effective board. the non-management directors elect a lead director at the board's annual meeting. the board believes that naming an independent lead director more accurately reflects the accountability and responsibilities that accompany a non-executive position and does not believe that our stockholders would benefit at this time by having the roles of ceo and  cotb  filled by different individuals. our lead director provides the board with independent leadership and facilitates the independence of the board from management. the duties and responsibilities of the lead director are set forth in our corporate governance guidelines as follows: (i) organize, convene and preside over executive sessions of the non-management and independent directors and promptly communicate the messages and directives approved by such directors at each such meeting to the  cotb  and  ceo ; (ii) preside at all meetings of the board at which the  cotb  is not present; (iii) consult with the  cotb  and ceo in establishing meeting schedules and agendas, and in determining the information to be forwarded to the directors both in conjunction with such meetings and otherwise; (iv) facilitate communication among the directors and between the board and the  cotb  and  ceo ; (v) serve as an advisor to the board committees, chairmen of the board committees and other directors; and (vi) such other duties and responsibilities as assigned from time-to-time by the non-management directors consistent with the lead director's role. in addition to appointing a lead director, our non-management directors facilitate the board's independence by meeting frequently as a group and fostering a climate of transparent communication. the high level of contact between our lead director and our  cotb  between board meetings and the specificity contained in the board's delegation of authority parameters also serve to foster effective board leadership.",1
30,7084,2011," our company's board of directors does not have a current requirement that the roles of chief executive officer and chairman of the board be either combined or separated, because the board believes it is in the best interests of our company to make this determination based on the position and direction of our company and the constitution of the board and management team. the board regularly evaluates whether the roles of chief executive officer and chairman of the board should be combined or separated. the board has determined that having our company's chief executive officer serve as chairman is in the best interest of our stockholders at this time. the chief executive officer is responsible for the day-to-day management of our company and the development and implementation of our company's strategy, and has access to the people, information and resources necessary to facilitate board function. therefore, the board believes that combining the roles of chief executive officer and chairman contributes to an efficient and effective board. the non-management directors elect a lead director at the board's annual meeting. the board believes that naming an independent lead director more accurately reflects the accountability and responsibilities that accompany a non-executive position and does not believe that our stockholders would benefit at this time by having the roles of chief executive officer and chairman of the board filled by different individuals. our lead director provides the board with independent leadership and facilitates the independence of the board from management. the duties and responsibilities of the lead director are set forth in our corporate governance guidelines as follows: (i) organize, convene and preside over executive sessions of the non-management and independent directors and promptly communicate the messages and directives approved by such directors at each such meeting to the chairman and chief executive officer; (ii) preside at all meetings of the board at which the chairman of the board is not present; (iii) consult with the chairman and chief executive officer in establishing meeting schedules and agendas, and in determining the information to be forwarded to the directors both in conjunction with such meetings and otherwise; (iv) facilitate communication among the directors and between the board and the chairman and chief executive officer; (v) serve as an advisor to the board committees, chairmen of the board committees and other directors; and (vi) such other duties and responsibilities as assigned from time-to-time by the non-management directors consistent with the lead director's role. in addition to appointing a lead director, our non-management directors facilitate the board's independence by meeting frequently as a group and fostering a climate of transparent communication. the high level of contact between our lead director and our chairman between board meetings and the specificity contained in the board's delegation of authority parameters also serve to foster effective board leadership. ",1
31,7332,2011,"the board of directors has determined that the most effective leadership structure for the company at this time is to have a  cotb  who is not also the ceo . historically, our board leadership has been structured to have our ceo also act as the  cotb , which the board believes served the company and its stockholders well. the decision to separate of the role of the  cotb  from the ceo position was made in the context of the retirement of our former executive  cotb  as part of the board's management succession plans. the board may modify this structure in the future to ensure that the board leadership structure for the company remains effective and advances the best interests of our stockholders. in addition to the foregoing, because the  cotb  is our former executive  cotb , the board has retained the role of presiding director as part of the board's leadership structure. one of the company's non-management directors (as defined by the rules of the nyse) serves as the presiding director of executive sessions of the non-employee directors of the company, which are held at every meeting of the board of directors. the presiding director is appointed by the non-employee directors each year at the annual meeting of the board of directors, which is generally held in may. the independent directors, to the extent not identical to the non-management directors, are required to meet in executive session as appropriate matters for their consideration arise, but, in any event, at least once a year. the agenda of these executive sessions shall include such topics as the participating directors shall determine. the presiding director acts as the chair of all executive sessions and is responsible for coordinating the activities of the other outside directors, as required by our corporate governance guidelines and the nyse listing standards. the presiding director also acts as the liaison director for any informal, confidential communications with the ceo outside of the normal committee and board procedures. mr. robert l. howard is the current presiding director. ",0
32,8818,2011,"combined chairman and chief executive officer as described in our corporate governance guidelines, our board has no specific policy with regard to the combination or separation of the offices of chairman of our board ( chairman ) and ceo. our board believes that, in part because assigning the responsibilities of these roles can be a useful component of succession planning, our board leadership structure and who should serve as chairman and, if appropriate, lead independent director, should be reevaluated periodically by our board through the governance and social responsibility committee. mr. scarborough was elected by our board as president and ceo in may 2005, having served as president and chief operating officer since may 2000, when he also became a member of our board. as president and ceo, mr. scarborough is responsible for the general supervision, direction and control of the business and affairs of the company, for which he has served in various leadership positions since 1983. on february 26, 2010, our board elected mr. scarborough to the additional role of chairman (in an executive session at which he was not present), effective upon the retirement of kent kresa, our former chairman, on april 22, 2010. mr. kresa retired as chairman due to his reaching the age of 72, in accordance with our corporate governance guidelines. in making its decision to combine the roles of chairman and ceo in february 2010, our board determined that it was in the best interests of the company and its stockholders to leverage mr. scarborough's in-depth operational, financial and managerial experience and knowledge as president and ceo with his extensive familiarity with the discharge of our board's oversight responsibilities as a director, particularly in light of the challenging business environment the company had been facing during the global economic downturn. the governance and social responsibility committee reevaluated our board leadership structure in february 2011 and recommended to our board that mr. scarborough continue to serve as chairman because he (i) remains best positioned to identify matters of operating and strategic importance for our board as our board looks to support management in achieving our long-term goals, and (ii) has served as an effective bridge between management and our board since his election as chairman, noting that evaluations of his performance in such role had been favorable during the 2010 board evaluation process. our board determined to continue mr. scarborough's service as chairman, based on its view that the combined leadership structure enhances the chairman/ceo's ability to provide insight and direction on important strategic initiatives to both our board and management. lead independent director with the combined roles of chairman and ceo and to provide independent oversight of board decision-making, our board believes that it is appropriate to have a lead independent director. our corporate governance guidelines describe the duties of the lead independent director, which include the following: (i) to preside over executive sessions of our board and meetings of our board at which the chairman is not present; (ii) to serve as liaison between the chairman and the non-management directors; (iii) to approve information sent to our board; (iv) to approve meeting agendas and meeting schedules to ensure that appropriate items are discussed and there is sufficient time for discussion of all agenda items; (v) to have the authority to call meetings of the non-management directors; and (vi) to consult and communicate directly with our major stockholders if and as requested. on february 26, 2010, in conjunction with its election of mr. scarborough as chairman, our board elected mr. pyott as lead independent director (with mr. pyott abstaining from the vote), effective upon mr. kresa's retirement as chairman on april 22, 2010. in electing mr. pyott, our board recognized his familiarity with the company and the operations of our board having served as our director since 1999, as well as his external qualifications to fulfill the duties described above, having served as  cotb  of allergan, inc. since february 2006. in connection with its review of our board leadership structure in february 2011, the governance and social responsibility committee recommended to our board that mr. pyott remain as lead independent director, noting that evaluations of his performance in such role had been favorable during our board evaluation process. the governance and social responsibility committee further noted that mr. pyott's  cotb ship of the compensation and executive personnel committee and membership on the governance and social responsibility committee give him particular insights with regard to executive compensation and corporate governance matters, which are of significant concern to stockholders. our board determined to continue mr. pyott's service as lead independent director based on the governance and social responsibility committee's recommendation. our board believes it is important to have executive sessions, with and without the chairman/ceo. during 2010, mr. pyott presided as lead independent director at the two executive sessions of non-management directors (which excluded mr. scarborough) and one executive session of independent directors only (which also excluded mr. mullin) that were held after mr. pyott was elected as lead independent director. our former non-executive chairman, mr. kresa, presided at the executive session of non-management directors held in 2010 before mr. pyott's election. mr. pyott is expected to preside at all executive sessions in 2011. ",1
33,8818,2012,"our president and ceo currently serves as chairman and we have a lead independent director with broad authority and responsibility. we believe that this structure is appropriate for us because it allows for one individual to speak as our leader with a cohesive vision for our company, the ability to execute that vision, and the understanding of the significant enterprise risks that need to be mitigated or overcome to achieve that vision. further, combined leadership at the top allows for the necessary flexibility for us to respond to the changing needs of our diverse businesses in today's challenging economic environment. balancing our combined chairman and ceo roles is our lead independent director who has critical duties in the boardroom to ensure effective and independent oversight. together with robust and candid discussions at frequent executive sessions led by the lead independent director (who is also the chairman of the compensation committee) and with three other directors serving in leadership roles as chairmen of the three other committees, we believe our board structure clearly delineates responsibility, ensures accountability and provides transparency. our board believes that, in part because assigning the responsibilities of the roles of chairman and ceo can be a useful component of succession planning, our board leadership structure should be reevaluated periodically by our board through the governance committee. the governance committee performed this evaluation in february 2012. chairman & chief executive officer dean scarborough mr. scarborough currently serves as our chairman. mr. scarborough joined the board in may 2000 when he was elected our president and chief operating officer. he was elected by our board as president and ceo in may 2005 and in that capacity is responsible for the general supervision, direction and control of our businesses and affairs. in february 2010, our non-management directors first elected mr. scarborough to the additional role of chairman, effective april 2010. in making its initial decision to combine the roles of chairman and ceo in executive session with mr. scarborough not present, our board determined that it was in the best interests of our stockholders to leverage mr. scarborough's in-depth operational, financial and managerial knowledge of our company as an employee in several leadership positions over almost thirty years with his extensive familiarity with the manner in which our board discharges its oversight responsibilities, having served as a director for ten years, particularly given the challenging business environment due to the global economic downturn. the governance committee reevaluated our board leadership structure in february 2012 and recommended to our board that mr. scarborough continue to serve as chairman because he (i) remains best positioned to identify matters of operating and strategic importance for our board, including the risks to which our businesses and strategies are subject, and (ii) has served as an effective bridge between management and our board since his election as chairman, noting that evaluations of his performance in the role had been favorable during the 2010 and 2011 board evaluation processes. our non-management directors determined to continue mr. scarborough's service as chairman, based on their view that the combined leadership structure enhances the chairman/ceo's ability to provide insight and direction on important strategic initiatives to both our board and management. mr. scarborough was re-elected by our non-management directors as chairman in february 2012; the one-year term to which he was most recently elected will begin, subject to his election by our stockholders, immediately following the annual meeting. ",1
34,8868,2012,"the board currently combines the positions of ceo and chairman, coupled with a lead independent director. in december 2011, we announced that in 2012, we will separate the roles of chairman and ceo and that ms. jung, our present chairman and ceo, will be named executive chairman upon a new ceo joining the company. a committee of the board of directors is working with ms. jung to undertake an external search for a ceo. ms. jung will continue to serve in her dual roles throughout the recruitment process and will work closely with the new ceo to assure a successful transition. the board believes that separating the chairman and ceo roles is an important step to help the company capture its future opportunities. a new ceo will provide a fresh lens and additional operational and executive leadership. as executive chairman, ms. jung will work closely with the new ceo in support of the company's overall strategic direction and brand positioning. she will continue to be involved in maintaining strong relationships with avon's key constituencies, including her role in motivating our representatives, and her critical advocacy on behalf of the avon foundation for women. ",0
35,9346,2013,"between 1997 and december, 2010, gary w. miller served as the corporation's ceo as well as its  cotb . effective december, 2010, mr. miller became the executive  cotb . in determining that mr. miller was the appropriate person to serve in the role of executive  cotb , the board relied on several important measures. mr. miller's leadership, integrity and vision have been instrumental in the successful growth of the corporation for over 45 years. he has served an active role in the corporation's continued strong performance, despite challenging economic and market conditions. mr. miller has the confidence of the board and the board believes that mr. miller, working closely with the ceo , joseph j. devito, has the ability to assist mr. devito and his executive staff in with the roles of  cotb  and ceo separated, the board believes that the office of executive  cotb  can function in an appropriate manner with the understanding that mechanisms are in place to ensure that the corporation maintains the highest standards of corporate governance which insures the continued accountability of the ceo to the board. these mechanisms include: the board does not have a policy as to whether the role of the ceo and the  cotb  should be separate, or whether the  cotb  should be a management or non-management director. thus, while the board has determined that mr. miller will serve in the role of executive  cotb , the board has the right to determine, in the future, if the roles will be combined or remain separate, as well as to determine whether or not a management or non-management  cotb  would be in the best interest of the corporation and its stockholders.",0
36,9389,2010," although the corporation's bylaws do not require that the roles of  cotb  and ceo be combined, we believe our corporation and its shareholders have been well-served by this traditional board leadership model. having a single person lead the corporation and the board provides clear leadership, helps to maintain uniform management vision for the corporation and the board and provides efficiency. pursuant to sec and nyse rules, regularly scheduled executive sessions of nonmanagement directors are held. executive sessions of independent directors are also held at least annually. such meetings promote open discussion by nonmanagement and independent directors, enabling them to serve as a check on management, if necessary. the meetings of the nonmanagement and independent directors are chaired by the presiding director, who is an independent director appointed by the board. one of the responsibilities of our board of directors is to evaluate the effectiveness of the board and make recommendations involving its organization and operation. we recognize that different board leadership structures may be appropriate for different companies. we believe our current leadership structure, with mr. hoover serving as ceo and  cotb , a board with a majority of independent directors, an independent  cotb  for each of our standing board committees and separate meetings of nonmanagement and independent directors, provides the most effective form of leadership for our corporation at this time. we believe that our directors provide effective oversight of risk management through the board's regular dialogue with ball management, the enterprise risk management process, and assessment of specific risks within each board committee's areas of responsibility. ' shall have the meaning assigned to such term in the awardee's change in control-related severance agreement or in the award agreement with the awardee or, if no such agreement exists or the agreement does not define cause, then cause shall mean, termination of an awardee's employment or service (a) upon the willful and continued failure by the awardee to substantially perform his or her duties (other than any such failure resulting from the awardee's incapacity due to physical or mental illness or any such actual or anticipated failure after either the awardee issued a notice of termination or on account of constructive termination, after a written demand for substantial performance is delivered to the awardee by the board of directors of the surviving corporation, which demand specifically identifies the manner in which the board of directors of the surviving corporation believes that the awardee has not substantially performed his or her duties, or (b) the willful engaging by the awardee in conduct which is demonstrably and materially injurious to the surviving corporation, monetarily or otherwise. for purposes of this definition, no act, or failure to act, on the awardee's part shall be deemed 'willful' unless done, or omitted to be done, by the awardee not in good faith and without reasonable belief that the awardee's action or omission was in the best interest of the surviving corporation. ",1
37,9389,2011,"on january 26, 2011, john a. hayes became our president and chief executive officer (""ceo"") and r. david hoover, our predecessor ceo, continues to serve as chairman of the board. the decision to split the position of chairman and ceo is part of an orderly succession plan by which mr. hayes has transitioned into his current role. mr. hayes has risen to the position of ceo after more than 11 years with ball, most recently serving as president and chief operating officer and a member of the board. mr. hayes has also previously served as president of ball packaging europe from 2006 to early 2008, and then as executive vice president and chief operating officer of the corporation. splitting the role of chairman and ceo at this time will allow mr. hayes the opportunity to focus on his new executive responsibilities in managing the corporation; while having mr. hoover as chairman will provide continuity. mr. hayes and mr. hoover have worked closely together for more than 11 years, and the board believes that their continued collaboration in their new respective roles will result in a smooth change in senior management that will be beneficial to shareholders. our board of directors is composed of mr. hoover, mr. hayes and nine other directors, eight of whom are independent directors. the board has four standing committees audit, nominating/corporate governance, human resources and finance. each of the committees, except for finance, is composed solely of independent directors (the finance committee is primarily composed of independent directors), with each of the four committees having an independent director serving as  cotb . pursuant to sec and nyse rules, regularly scheduled executive sessions of nonmanagement directors are held. executive sessions of independent directors are also held at least annually. such meetings promote open discussion by nonmanagement and independent directors, enabling them to serve as a check on management, if necessary. the meetings of the nonmanagement and independent directors are chaired by the presiding director, who is an independent director appointed by the board. in accordance with nyse requirements, our audit committee is responsible for overseeing the risk management function of the corporation. while the audit committee has primary responsibility for overseeing risk management, the entire board is involved in overseeing risk management for the corporation. additionally, each board committee considers the specific risks within its area of responsibility. our internal audit department has, for many years, analyzed various areas of risk to the corporation and has provided risk assessment and analysis to our audit committee. in 2007, the corporation established a comprehensive enterprise risk management process which is now supervised by our senior vice president and chief financial officer, whereby key corporate and divisional risks are systematically identified and assessed on a quarterly basis. the results of this ongoing risk assessment are reported to our audit committee and to our board at least annually. one of the responsibilities of our board of directors is to evaluate the effectiveness of the board and make recommendations involving its organization and operation. we recognize that different board leadership structures may be appropriate for different companies. we believe our current leadership structure, with mr. hayes serving as chief executive officer, mr. hoover as chairman of the board, a board with a majority of independent directors, an independent  cotb  for each of our standing board committees and separate meetings of nonmanagement and independent directors, provides the most effective form of leadership for our corporation at this time. we believe that our directors provide effective oversight of risk management through the board's regular dialogue with ball management, the enterprise risk management process, and assessment of specific risks within each board committee's areas of responsibility. ",0
38,9389,2012," in january 2011, john a. hayes became our president and chief executive officer (""ceo"") and r. david hoover, our predecessor ceo, continues to serve as chairman of the board. the decision to split the position of chairman and ceo was part of an orderly succession plan by which mr. hayes transitioned into his current role. mr. hayes rose to the position of ceo after more than 11 years with ball, most recently serving as president and chief operating officer and a member of the board. mr. hayes previously served as president of ball packaging europe from 2006 to early 2008, and then as executive vice president and chief operating officer of the corporation. splitting the role of chairman and ceo has allowed mr. hayes the opportunity to focus on his new executive responsibilities in managing the corporation; while having mr. hoover as nonmanagement chairman has provided continuity. mr. hayes and mr. hoover have worked closely together for more than 12 years, and their continued collaboration in their respective roles has resulted in a smooth change in senior management that has been beneficial to shareholders. ",0
39,9892,2011,"our chief executive officer, mr. ring, also serves as the chairman of the board of directors. the board of directors believes that the decision as to who should serve as chairman, and whether that office should be combined with the chief executive officer role, belongs to the board of directors. our directors possess significant experience and are in the best position to assess the structure of the board of directors and its committees, which includes matching the capabilities and expertise of each individual to their roles. the board also believes in the importance of maintaining a strongly independent board of directors. the board believes that its current structure ensures independent oversight. the board of directors believes that mr. ring is best-positioned, as the person responsible for the day-to-day operations of the business, to set the agenda and to identify and lead strategic discussions for the company. the board also believes that it is important to employ certain safeguards to ensure that the board of directors fulfills its duty to shareholders and to protect the interests of our shareholders. accordingly, the corporate governance guidelines require that the board make its own determination of what leadership structure works best for the company and retains the ability to separate the roles of chief executive officer and chairman of the board. in conjunction with the board of directors, the governance committee considers the appointment of an independent lead director if the position of chairman of the board is held by the ceo or another non-independent director. in order to ensure that the independent directors continue to play a leading role in the company's governance, in december 2010, the board of directors established the position of a lead director. mr. henkel was elected by the independent directors to serve a one year term as lead director. the duties of the lead director include: chairing the meetings of the independent directors when the  cotb  is not present; working with the ceo to develop the board and committee agendas and approve the final agendas; ensuring full participation and engagement of all board members in deliberations; leading the board in all deliberations involving the ceo's employment, including hiring, contract negotiations, performance evaluations, and dismissal; and counseling the ceo on issues of interest/concern to directors and encouraging all directors to engage with the ceo with their interests and concerns. see our corporate governance guidelines for a more detailed description of the roles and responsibilities of the lead director, which are available on our website at www.crbard.com. the board of directors has also appointed an independent (non-employee) director as the chairman of each committee of the board. the chairmen of the audit committee, the compensation committee and the governance committee, as appropriate, consult with management in advance of meetings to discuss the agenda for committee meetings as well as the materials intended for distribution and use at the meetings. many actions, such as determining the compensation of our executive officers and approving the financial statements and filings with the securities and exchange commission, are determined by committees of the board comprised solely of independent directors. in addition, our corporate governance guidelines, which were adopted by the board of directors, mandates that the board of directors hold regular executive sessions of non-management directors without management present. these sessions are typically held following each meeting of the board. in 2010, the presiding director of these executive sessions was rotated among the independent directors. in 2011, the lead director will preside. the chairman and the presiding director review the proposed agenda in advance of each meeting of the board of directors. this format ensures that the board considers issues independently outside the presence of management. ",1
40,9892,2012,"our  ceo , mr. ring, also serves as the  cotb . the board of directors believes that the decision as to who should serve as  cotb , and whether that office should be combined with the ceo role, belongs to the board of directors. our directors possess significant experience and are in the best position to assess the structure of the board of directors and its committees, which includes matching the capabilities and expertise of each individual to their roles. the board also believes in the importance of maintaining a strongly independent board of directors. the board believes that its current structure ensures independent oversight. the board of directors believes that mr. ring is best-positioned, as the person responsible for the day-to-day operations of the business, to set the agenda and to identify and lead strategic discussions for the company. the board also believes that it is important to employ certain safeguards to ensure that the board of directors fulfills its duty to shareholders and to protect the interests of our shareholders. accordingly, the corporate governance guidelines require that the board make its own determination of what leadership structure works best for the company and retains the ability to separate the roles of ceo and  cotb . in conjunction with the board of directors, the governance committee considers the appointment of an independent lead director if the position of  cotb  is held by the ceo or another non-independent director. in order to ensure that the independent directors continue to play a leading role in the company's governance, in december 2010, the board of directors established the position of a lead director. mr. henkel was elected by the independent directors to serve a one year term as lead director. the duties of the lead director include: chairing the meetings of the independent directors when the  cotb  is not present; working with the ceo to develop the board and committee agendas and approve the final agendas; ensuring full participation and engagement of all board members in deliberations; leading the board in all deliberations involving the ceo 's employment, including hiring, contract negotiations, performance evaluations, and dismissal; and counseling the ceo on issues of interest/concern to directors and encouraging all directors to engage with the ceo with their interests and concerns. see our corporate governance guidelines for a more detailed description of the roles and responsibilities of the lead director, which are available on our website at",1
41,10795,2010," as stated in the principles, the board currently is of the view that it is in bd's best interest for its ceo also to serve as the board's  cotb . the board believes this arrangement permits a clear, unified strategic vision for bd that ensures alignment between the board and management, provides clear leadership for bd and helps ensure accountability for bd's performance. the board's goal is to achieve the optimal model for effective oversight of bd's management. it believes that there is no single, generally accepted approach to providing board leadership, and that each of the possible leadership structures for a board must be considered in the context of the individuals involved and the specific circumstances facing a company. accordingly, given the dynamic and competitive environment in which bd operates, the right board leadership structure may vary as circumstances warrant, as has occurred at bd when deemed appropriate by the board. the board believes that its current leadership structure provides independent board leadership and engagement while deriving the benefit of having the ceo also serve as  cotb . as the individual with primary responsibility for managing bd's operations and with in-depth knowledge and understanding of bd, he is best positioned to lead the board through reviews of key business and strategic issues. having an independent lead director provides independent oversight of management, including risk oversight, while avoiding the risk of confusion regarding the board's oversight responsibilities and the management of business operations. bd's strong corporate governance practices have provided balance and accountability to the unified role of  cotb  and  ceo . this is evidenced by a substantial majority of independent and experienced non-management directors, including a lead director with specified responsibilities on behalf of the non-management directors, key board committees comprised entirely of independent directors, and strong and effective principles. the principles provide for a lead director to be designated by the independent directors whenever the  cotb  is not an independent director. the board has designated a lead director since 2002. while the designation is subject to the annual review of the corporate governance and nominating committee, the lead director is expected to serve in such capacity for several years. bd's lead director currently is henry p. becton, jr. bd's lead director plays a broad role that has expanded since the position was created, and currently includes the following responsibilities: presides over executive sessions of the non-management directors and over board meetings in the absence of the  cotb ; helps set board agendas and meeting schedules; ensures the adequacy of the flow of information from the ceo to non-management directors; coordinates the evaluation of the ceo by the non-management directors; acts as a liaison between the non-management directors and the  ceo ; and serves as a contact person to facilitate communications between bd's employees, shareholders and other constituents and the non-management directors. the lead director also is a valuable resource to the  cotb  and ceo as part of an informal consultative process on key board and corporate governance issues.",1
42,11199,2010,"the board does not have a policy on whether the positions of  cotb  and ceo are to be held by the same person. the positions are currently held by two different individuals. the executive  cotb  of our company is jeffrey h. curler, who was formerly our president and  ceo . mr. curler was named executive  cotb  in 2008. he was president from 1996 to 2007 and ceo from 2000 to 2008. henry j. theisen is our president and  ceo . he has been president of the company since 2007 and ceo since 2008. in making the determination to appoint mr. curler to  cotb , the board considered numerous factors, including mr. curler's significant operating experience and qualifications, his long history with the company, his years of exercising business judgment in leading the board, the size and complexity of our business, the significant business experience and tenure of our directors and the qualifications and role of our lead director. based on these factors, the board determined that it was in the best interests of the company and its shareholders to appoint mr. curler as  cotb  of the company. the board elected mr. theisen as president and ceo after carefully considering many factors, including his extensive experience with the company as an officer and leader in many different areas such as research and development, marketing, and management. the board also considered mr. theisen's leadership skills, operating experience, and his thorough knowledge of the industry, in accordance with the listing standards of the new york stock exchange, the board has appointed the chair of the nominating and corporate governance committee, william j. bolton, as lead director for independent director meetings. mr. bolton presides over meetings of the independent directors. responsibilities of the lead director include providing independent leadership to the board, acting as a liaison between the non-management directors and the company, and ensuring that the board operates independently of management. mr. bolton works closely with mr. curler to establish board agendas and to ensure the smooth operation of the board. mr. bolton is well qualified to serve as our lead director. he has extensive experience in the food and retail industries, is independent, and has 10 years of continuous service on the board, giving him considerable knowledge of our business. his long history with the company, combined with his leadership skills and background in the food industry make him an effective lead director.",0
43,11199,2010,"the board does not have a policy on whether the positions of chairman and chief executive officer are to be held by the same person. the positions are currently held by two different individuals. the executive chairman of our company is jeffrey h. curler, who was formerly our president and chief executive officer. mr. curler was named executive chairman in 2008. he was president from 1996 to 2007 and chief executive officer from 2000 to 2008. henry j. theisen is our president and chief executive officer. he has been president of the company since 2007 and chief executive officer since 2008. in making the determination to appoint mr. curler to chairman, the board considered numerous factors, including mr. curler's significant operating experience and qualifications, his long history with the company, his years of exercising business judgment in leading the board, the size and complexity of our business, the significant business experience and tenure of our directors and the qualifications and role of our lead director. based on these factors, the board determined that it was in the best interests of the company and its shareholders to appoint mr. curler as chairman of the company. the board elected mr. theisen as president and chief executive officer after carefully considering many factors, including his extensive experience with the company as an officer and leader in many different areas such as research and development, marketing, and management. the board also considered mr. theisen's leadership skills, operating experience, and his thorough knowledge of the industry, in accordance with the listing standards of the new york stock exchange, the board has appointed the chair of the nominating and corporate governance committee, william j. bolton, as lead director for independent director meetings. mr. bolton presides over meetings of the independent directors. responsibilities of the lead director include providing independent leadership to the board, acting as a liaison between the nonmanagement directors and the company, and ensuring that the board operates independently of management. mr. bolton works closely with mr. curler to establish board agendas and to ensure the smooth operation of the board. mr. bolton is well qualified to serve as our lead director. he has extensive experience in the food and retail industries, is independent, and has 10 years of continuous service on the board, giving him considerable knowledge of our business. his long history with the company, combined with his leadership skills and background in the food industry make him an effective lead director.",0
44,14272,2012,"on may 4, 2010, mr. cornelius retired as our ceo and became our non-executive chairman and mr. andreotti became our new ceo. the board determined at that time that it was appropriate to separate the roles of the chairman and the ceo in view of the completion of our transformation into a next generation biopharmaceutical company and mr. cornelius retirement as ceo. the board has determined to maintain a lead independent director at this time because mr. cornelius does not meet the new york stock exchange standards of independence due to his prior service as chief executive officer of the company. the independent directors have elected lewis b. campbell, the current chair of the compensation and management development committee, to serve as the lead independent director. the lead independent director is selected annually by the independent directors. the lead independent director's responsibilities include, among others, presiding at the meetings of independent directors, approving meeting agendas and meeting schedules, approving and advising the chairman as to the quality, quantity and timeliness of information sent to the board and serving as the principal liaison and facilitator between the independent directors and the chairman. a more detailed description of the roles and responsibilities of the lead independent director is available on our website at www.bms.com/ourcompany/governance. ",0
45,14272,2012,"on may 4, 2010, mr. cornelius retired as our ceo and became our non-executive  cotb  and mr. andreotti became our new ceo . the board determined at that time that it was appropriate to separate the roles of the  cotb  and the ceo in view of the completion of our transformation into a biopharmaceutical company and mr. cornelius retirement as ceo . the board has determined to maintain a lead independent director at this time because mr. cornelius does not meet the new york stock exchange standards of independence due to his prior service as ceo of the company. the independent directors have elected lewis b. campbell, the current chair of the committee on directors and corporate governance, to serve as the lead independent director. the lead independent director is selected annually by the independent directors. the lead independent director's responsibilities include, among others, presiding at the meetings of independent directors, approving meeting agendas and meeting schedules, approving and advising the  cotb  as to the quality, quantity and timeliness of information sent to the board and serving as the principal liaison and facilitator between the independent directors and the  cotb . a more detailed description of the roles and responsibilities of the lead independent director is available on our website at www.bms.com/ourcompany/governance. ",0
46,16160,2013,"mr. baker, our president and  ceo , was elected  cotb  following the resignation of mr. adams from that position during the fiscal year ended june 1, 2013. the company has not named a lead independent director. the board recognizes that the leadership structure and combination or separation of the ceo and  cotb  roles is prompted by the company's needs at any point in time. the company's leadership structure has varied over time and has included combining and separating these roles. as a result, the board has not established a firm policy requiring combination or separation of these leadership roles and the company's governing documents do not mandate a particular structure. this provides the board with flexibility to establish the most appropriate structure for the company at any given time. the board has determined that the company is currently best served by having one person serve as  cotb  and ceo as it promotes communication between management and the board of directors and provides essential leadership for addressing the company's strategic initiatives and challenges. mr. baker's service as  cotb  aids the board's decision-making process because he has firsthand knowledge of the company's operations and the major issues facing the company, and he chairs the board meetings where the board discusses strategic and business issues.",1
47,16732,2012,campbell has a longstanding tradition of separating the roles of chairman of the board and chief executive officer. the board continues to believe that this is the most appropriate leadership structure for the company. the principal responsibility of the chief executive officer is to manage the business. the principal responsibilities of the chairman of the board are to manage the operations of the board of directors and its committees and provide counsel to the chief executive officer on behalf of the board. ,0
48,17313,2011,"mr. martin currently serves as both our ceo and as the  cotb . as our  ceo , mr. martin is an interested person under section 2(a)(19) of the 1940 act. the board believes that the company's ceo is currently best suited to serve as  cotb  because he is the director most familiar with the company's business and industry, and most capable of effectively identifying strategic opportunities and leading the discussion and execution of strategy. independent directors and management have different perspectives and roles in strategy development. the company's independent directors bring experience, oversight and expertise from outside the company and industry, while the ceo brings both company-specific and industry-specific experience and expertise. the board believes that the combined role of  cotb  and chief executive office promotes strategy development and execution, and facilitates information flow between management and the board, which are essential to effective governance. the board has determined that messrs. burton, henderson, ligon and wilson are independent as defined by the nasdaq stock market director independence standards and they are not interested persons as defined by the investment company act of 1940. the board of directors currently has, and appoints the members of, standing audit, compensation and nominating/corporate governance committees. each of these committees has a written charter approved by the board of directors. the current members of the committees are identified in the following table. board committees nominating/corporate governance donald w. burton",1
49,17843,2013,"with the exception of the president and  ceo , all members of the board of directors qualify as independent directors ( independent directors ) under the applicable requirements of the sec and nyse. board committees also reflect applicable requirements for certain of their members to qualify as independent directors. in determining independence, each year the board affirmatively determines, among other things, whether directors have a material relationship with carpenter. when assessing the materiality of a director's relationship with carpenter, the board considers all relevant facts and circumstances, not merely from the director's standpoint, but from that of the persons or organizations with which the director has an affiliation. where an affiliation involves the delivery of services to or by carpenter, the board considers the frequency or regularity of the provision of services, whether the services are being carried out at arm's length in the ordinary course of business and whether the services are being provided substantially on the same terms to carpenter as those prevailing at the time from unrelated parties for comparable transactions. with respect to audit/finance committee members, the board must affirmatively determine that such directors, in addition to the general independence requirements described above, satisfy certain financial education requirements and do not, among other things, accept any consulting, advisory, or other compensatory fee from carpenter. the board has determined that the following directors are independent directors: carl g. anderson, jr., philip m. anderson, i. martin inglis, robert r. mcmaster, gregory a. pratt, peter n. stephans, kathryn c. turner, jeffrey wadsworth, and stephen m. ward, jr. gregory a. pratt and peter n. stephans are considered independent for all purposes except participation on the human resources committee due to application of section 162(m) of the internal revenue code. at carpenter, the roles of  cotb  and ceo are split into two separate positions. the board of directors believes that this is the most appropriate leadership structure for the company at this time in order to clearly distinguish the roles of the board and management. the separation of the  cotb  and ceo positions allows our ceo to direct his or her energy towards operational and strategic issues while the non-executive  cotb  focuses on governance and stockholders. the company believes that separating the  cotb  and ceo positions enhances the independence of the board, provides independent business counsel for our  ceo , and facilitates improved communications between company management and board members. ",0
50,18061,2012,"the board of directors believes that cascade's best interests will be served by a vote of its shareholders in favor of the amendment. the board further believes that the plan provides an important incentive that complements cascade's existing policies and other executive compensation programs by rewarding the building of long-term shareholder value. our corporate governance guidelines provide that a majority of the board must meet the criteria for independence established by applicable law and the requirements of the nyse. the board has determined that all of the current directors other than mr. warren, our president and  ceo , are independent in accordance with applicable law and nyse requirements. in making its determination, the board applied the following director independence standards, which reflect the nyse director independence standards currently in effect: ",0
51,18169,2011, the leadership structure of the board of directors is centered around the concept of an appropriate balance between management and the board of directors. the board believes that it is in the best interests of the company for the board to make a determination regarding whether or not to separate the roles of  cotb  and ceo based upon the circumstances. the board believes that presently it is in the best interests of the company that the executive officer positions of  cotb  and ceo are separate. the board believes that this separation is presently appropriate as it allows the ceo to focus primarily on leading the day to day operations of the company while the  cotb  can focus on leading the board in its consideration of strategic issues and monitoring corporate governance and other stockholder issues. ,0
52,18230,2012,"the board has elected the ceo as the chairman of the board of the company. the board has further elected the chairman of the governance committee as presiding director of the company. the presiding director's duties and responsibilities include: (i) presiding at all meetings of the board at which the chairman is not present; (ii) serving as a liaison between the chairman and the independent directors; (iii) approving information sent to the board; (iv) approving meeting agendas for the board; (v) approving meeting schedules to assure that there is sufficient time for discussion of all agenda items; (vi) authority to call meetings of the independent directors; and (vii) if requested by major stockholders, ensuring that he is available for consultation and direct communication. the board has determined that the combined role of chairman and ceo is appropriate for the company as it promotes unified leadership and direction for the company, allowing for a single, clear focus for management to execute the company's strategy and business plans. this structure also avoids the added costs and inefficiencies that would result by mandating an independent chairman. the board believes that the governance structure and role of the presiding director allow the board to effectively work with the combined role of the chairman and ceo.",1
53,18498,2012,"on april 1, 2010, robert j. dennis, the company's  ceo , assumed the additional office of  cotb  upon hal n. pennington's retirement from the latter office. prior to the appointment of mr. dennis as ceo in 2008, mr. pennington had served as both  cotb  and ceo since his predecessor as  cotb  and ceo relinquished the  cotb 's office in 2002, replicating a long-term succession plan that has been followed in the company's three most recent senior management transitions. having observed no differences in the functioning of the board or the performance of the company that it considers attributable to the separation or conjunction of the two offices, the board has retained flexibility in the corporate governance guidelines with respect to the structure of the board leadership. the corporate governance guidelines provide that the board will select the  cotb  and the ceo in the manner that it determines to be in the best interests of the company's shareholders. the corporate governance guidelines also provide that if the positions of  cotb  and ceo are held by the same person or if the  cotb  is otherwise employed by the company, the  cotb  of the nominating and governance committee will serve as lead director, with the following responsibilities: in consultation with the  cotb , approve the annual calendar for all meetings of the board and standing committees; provide the  cotb  with input as to the preparation of the agendas for the board; advise the  cotb  as to the quality, quantity and timeliness of the flow of information from company management that is necessary for the independent directors to effectively and responsibly perform their duties; coordinate the development of the agenda for and preside over executive sessions of the board's independent directors; act as principal liaison between the independent directors and the  cotb  on material issues; evaluate, along with the independent members of the full board, the  ceo 's performance and meet with the ceo to discuss the evaluation; act as a liaison to shareholders who request direct communication with the board; and perform such other roles and responsibilities as may be assigned from time to time by the nominating and governance committee or the full board. generally, the board believes that having a  cotb  who is also a member of the company's management team, whether or not the offices of  cotb  and ceo are held by the same person, has been highly effective for genesco avoiding the perception of a divergence of interests between the board and management; minimizing any potential disjunction between the development and execution of corporate strategies; and reducing the potential for confusion and duplication of effort in the areas of overlap between the responsibilities of the board and senior management. the board believes that the current leadership structure, in combination with strong governance policies, regular executive sessions, and a supermajority of independent directors, provides the appropriate balance of strategy, execution and oversight for the company at this time. ",1
54,18926,2011,"admiral william a. owens serves as our chairman and lead outside director. as explained further on our website, you may contact adm. owens by writing a letter to the chairman and lead outside director, c/o post office box 5061, monroe, louisiana 71211 or by sending an email to boardinquiries@centurylink.com. as indicated above, the non-management directors meet in executive session at least quarterly. adm. owens was appointed as our chairman and lead outside director on july 1, 2009, as required under our october 26, 2008 merger agreement with embarq. in may 2010, the board re-elected adm. owens to serve in these capacities. prior to july 1, 2009, adm. owens served as  cotb  of embarq, and, prior to that, as the chief executive of a communications equipment provider and a satellite company. we believe adm. owens service as our chairman has facilitated the post-merger integration of the management and operations of centurylink and embarq. the board believes that the separation of the chairman and ceo positions has functioned effectively over the past couple of years. separating these positions allows our ceo to have primary responsibility for the operational leadership and strategic direction of our business, while allowing our chairman to lead the board in its fundamental role of providing guidance to and independent oversight of management. while our by-laws and corporate governance guidelines do not require our chairman and ceo positions to be separate, the board believes that delegating responsibilities between adm. owens, as chairman, and mr. post, as ceo, is the appropriate leadership structure for our company at this time. our board, however, periodically reviews its leadership structure and may make such changes in the future as it deems appropriate. the board believes that its programs for overseeing risk would be effective under a variety of top leadership structures, and, accordingly, this factor has not materially affected its current choice of structure. ",0
55,18926,2012,"admiral william a. owens serves as our  cotb  and lead outside director. as explained further on our website, you may contact adm. owens by writing a letter to the  cotb  and lead outside director, c/o post office box 5061, monroe, louisiana 71211 or by sending an email to . as indicated above, the non-management directors meet in executive session at least quarterly. adm. owens was appointed as our  cotb  and lead outside director on july 1, 2009, in accordance with our october 26, 2008 merger agreement with embarq. prior to july 1, 2009, adm. owens served as  cotb  of embarq, and, prior to that, as the chief executive of a communications equipment provider and a satellite company. we believe adm. owens service as our  cotb  has facilitated the post-merger integration of the management and operations of centurylink and embarq. the board believes that the separation of the  cotb  and ceo positions has functioned effectively over the past couple of years. separating these positions allows our ceo to have primary responsibility for the operational leadership and strategic direction of our business, while allowing our  cotb  to lead the board in its fundamental role of providing guidance to and independent oversight of management. while our by-laws and corporate governance guidelines do not require our  cotb  and ceo positions to be separate, the board believes that delegating responsibilities between adm. owens, as  cotb , and mr. post, as ceo , is the appropriate leadership structure for our company at this time. our board, however, periodically reviews its leadership structure and may make such changes in the future as it deems appropriate. the board believes that its programs for overseeing risk would be effective under a variety of top leadership structures, and, accordingly, this factor has not materially affected its current choice of structure. . except as provided in article iv(g) hereof, any vacancy on the board (including any vacancy resulting from an increase in the authorized number of directors or from a failure of the shareholders to elect the full number of authorized directors) may, notwithstanding any resulting absence of a quorum of directors, be filled only by the board of directors, acting by vote of both (i) a majority of the directors then in office and (ii) a majority of all the continuing directors, voting as a separate group, and any director so appointed shall serve until the next shareholders meeting held for the election of directors of the class to which he shall have been appointed and until his successor is duly elected and qualified. new language is shown in bold face type; removed language is shown as being stricken. ",0
56,19446,2013," the ceo and  cotb  roles at cantel are separated between andrew a. krakauer and charles m. diker, respectively, in recognition of their differing responsibilities. the ceo is responsible for leading the organization's day-to-day performance, executing the company's strategies and ensuring the success of our acquisition program. the  cotb  is responsible for advising the ceo , collaborating on acquisitions, and presiding over meetings of the board. in addition, the  cotb  is principally responsible for setting the strategic direction of the company with assistance from the ceo . although we do not have a formal policy regarding whether the offices of  cotb  and ceo should be separate, our board believes that the existing leadership structure, with the separation of the  cotb  and ceo roles, enhances the accountability of the ceo to the board and strengthens the board's independence from management. in addition, the board believes that having a separate  cotb  creates an environment that is more conducive to the objective evaluation and oversight of management's performance, increasing management accountability, and improving the ability of the board to monitor whether management's actions are in the best interests of the company and our stockholders. ",0
57,19584,2012,the board has separated the functions of ceo and  cotb . mr. walsh currently serves as  cotb . the board believes this separation of function promotes independence and enhances corporate governance. ,0
58,19612,2010,"currently, chemical financial's ceo also serves as  cotb , in conjunction with a lead independent director. the board of directors has determined that this dual structure is appropriate for chemical financial due to the size of chemical financial relative to other companies. the board of directors also believes it is more efficient and effective to have the ceo also fill the role of  cotb . the board of directors believes this structure is appropriate from a governance perspective due to the extensive regulatory supervision exercised by bank examiners and other regulatory authorities. chemical financial has an independent director serving as the chairperson of each significant board committee, and only one member of management serves on chemical financial's board of directors. the duties and responsibilities of the lead independent director include: (i) acting as a liaison and channel for communication between the ceo and the independent directors; (ii) providing leadership to ensure the board works cohesively and independently and during times of crisis; (iii) advising the ceo as to the quality, quantity and timeliness of the flow of information from chemical financial's management to the independent directors; (iv) being available as a resource to consult with the ceo and other board members on corporate governance practices and policies; (v) together with management where appropriate, considering questions of conflicts of interest of the ceo and other board members; (vi) coordinating the assessment of board committee structure, organization and charters and evaluating the need for change, as well as committee membership; (vii) together with the chairperson of the corporate governance and nominating committee, interviewing all board candidates and making recommendations concerning such candidates; (viii) serving as non-executive chairperson in the event of incapacitation of the  ceo ; (ix) coordinating, developing the agenda and leading executive sessions of the independent directors and communicating the results thereof to the  ceo ; (x) ensuring the appropriate segregation of duties between board members and management; (xi) suggesting agenda items for board meetings; and (xii) together with the chairperson of the compensation and pension committee, communicating the board's evaluation of the performance of the  ceo . chemical financial has appointed a risk management committee of the board of directors. the risk management committee is composed entirely of independent directors. the risk management committee is responsible for oversight of chemical financial's risk management strategies, except to the extent that specific responsibilities have been delegated to other board committees. if responsibilities are delegated to other board committees, the risk management committee reviews the work of such other committees to ensure coordination among the committees and that all appropriate risks are monitored. ",1
59,20171,2011,"as noted in our corporate governance guidelines, the determination of our board's leadership structure is an integral part of our succession planning process. based on our board's current composition as well as mr. finnegan's business experience and day-to-day involvement in our operations, our board has determined that the most effective leadership structure for our board is for the roles of chief executive officer and chairman of the board to be combined. to ensure our board's independence and proper functioning, our board has also elected a lead director with substantial authority over our board's operations. our board has determined that this structure currently is beneficial because it fosters the development and implementation of business strategies, while also providing the balance of an empowered independent board. the lead director has the following authority: to act as a liaison between the chairman and the independent directors; to call special meetings of our board; to call special meetings of any committee of our board; with the consent of a majority of the members of our executive committee, to call special meetings of our shareholders; in the absence of the chairman of the board, to preside at meetings of our board; to preside at all executive sessions of the non-employee directors and the independent directors; in the absence of the chairman of the board, to preside at meetings of our shareholders; to provide direction regarding the meeting schedule, information to be sent to our board and the agenda for our board meetings to assure that there is sufficient time for discussion of all agenda items; at the lead director's discretion, to attend meetings of any committee on which he or she is not otherwise a member; to hire independent legal, financial or other advisors as he or she deems desirable or appropriate, without consulting or obtaining the approval of any member of management in advance; and to exercise such additional powers as may be conferred upon the office of lead director by resolution of our board or our governance committee from time to time. the lead director serves on our executive committee and is eligible to serve on any or all other committees of our board. the lead director is elected annually and is not subject to term limits. james m. zimmerman currently serves as our lead director. ",1
60,20171,2012,"as noted in our corporate governance guidelines, the determination of our board's leadership structure is an integral part of our succession planning process. based on our board's current composition as well as mr. finnegan's business experience and day-to-day involvement in our operations, our board has determined that the most effective leadership structure for our board is for the roles of chief executive officer and chairman of the board to be combined. to ensure our board's independence and proper functioning, our board has also elected a lead director with substantial authority over our board's operations. our board has determined that this structure currently is beneficial because it fosters the development and implementation of business strategies, while also providing the balance of an empowered independent board. ",1
61,20286,2010,"the  cotb  presides at all meetings of the board. the  cotb  is appointed on an annual basis by at least a majority vote of the remaining directors. currently, the offices of  cotb  and ceo are separated. the company has no fixed policy with respect to the separation of the offices of the  cotb  and  ceo . the board believes that the separation of the offices of the  cotb  and ceo is part of the succession planning process and that it is in the best interests of the company to make this determination from time to time. the chairs of our audit, compensation and nominating committees are our co- lead independent directors. these independent directors chair the executive sessions of board meetings without management present, and facilitate the communication between the independent directors and management on matters of interest. the independent directors meet in executive session, outside of the presence of management, at every regularly scheduled meeting of the board of directors.",0
62,20520,2011,"our corporate governance guidelines currently provide that we will have a chairman who will chair board meetings and perform such other duties as set forth in our charter and in the corporate governance guidelines or as are otherwise assigned to him or her by the board. the chairman and the ceo may be the same person; however, the board may separate these two positions if it deems it to be in the best interests of our company and our stockholders to do so. we will have a lead director if the chairman and ceo is the same person and the lead director will perform such duties as are assigned to him or her by the independent directors, including those set forth below. the independent directors as a group, acting through a resolution approved by a majority of all independent directors, will determine, based upon the recommendation of the nominating and corporate governance committee, which one of the independent directors will serve as lead director. a director must have served on the board for a minimum of one year in order to be eligible to be a lead director. at any time when the chairman is an independent director, the chairman can be the lead director if the independent directors, acting through a resolution approved by a majority of all independent directors, determine to have a lead director under such circumstances. as set forth in our corporate governance guidelines, the lead director will: preside at all meetings of non-management directors and meetings of the board where the chairman is not present; coordinate the flow of information to and among non-management directors and review and approve information sent to the board by the chairman/ceo or management of our company; review and approve all board meeting agendas; periodically solicit from other non-management directors comments or suggestions related to board operations, including the flow of information to directors, the setting of meeting agendas and the establishment of the schedule of board meetings, and communicate those suggestions to the chairman/ceo. the lead director will also seek to ensure that there is (a) an efficient and adequate flow of information to the non-management directors; (b) adequate time for the non-management directors to consider all matters presented to them for action; and (c) appropriate attention paid to all matters subject to oversight and actions by the non-management directors;. serve as the liaison between the non-management directors and the chairman/ceo and as the representative of the non-management directors in communications with the chairman and management outside of regular board meetings; serve as liaison and provide direction to advisers and consultants retained by the non-management directors; have the authority to call meetings of non-management directors (including those to be attended only by independent directors) when appropriate; and be available for consultation and direct communication with major stockholders of our company if requested by any such stockholder in accordance with the corporate governance guidelines. mary agnes wilderotter currently serves as our chairman of the board and chief executive officer and myron a. wick, iii currently serves as our lead director. the board of directors has given careful consideration to separating the roles of chairman and chief executive officer and has determined that our company and our stockholders are best served at this time by having mrs. wilderotter serve as both chairman and chief executive officer. the board of directors believes that our chief executive officer is best situated to serve as chairman because she is the director most familiar with the company's business and industry, and most capable of effectively identifying strategic priorities and leading the discussion and execution of strategy. independent directors and management have different perspectives and roles in strategy development. our independent directors bring experience, oversight and expertise from outside the company and industry. the board of directors also believes that the combined role of chairman and chief executive officer promotes information flow between management and the board of directors and strikes the appropriate balance between strategy development and independent oversight of management, which are essential to effective governance. ",1
63,21076,2010,"the board of directors believes that it is in the best interests of the company and its stockholders for the board of directors to make a determination on whether to separate or combine the roles of chairman and ceo based upon the company's circumstances at any particular point in time. the nominating and governance committee regularly reviews the leadership structure to determine if it is in the best interests of the company and stockholders. currently, the positions of chairman and ceo are combined and held by mr. knauss. mr. knauss's in-depth knowledge of the company's strategic priorities and operations enables him to facilitate effective communication between management and the board of directors and see that key issues and recommendations are brought to the attention of the board of directors, providing an effective leadership structure. having the ceo serve as the chairman also helps to ensure that the ceo understands and can effectuate the recommendations and decisions of the board of directors. because the board of directors also believes that independent leadership is important, the board of directors has established the position of lead director. an independent director, mr. gary michael, has been designated as the lead director of the company. the lead director is elected annually by and from the independent directors with clearly delineated and comprehensive duties and responsibilities and must have served as a director for a minimum of one year in order to qualify as the lead director. the duties of the lead director, which are also included in the governance guidelines, include: leading the activities of the independent directors; evaluating, along with the members of the management development and compensation committee and the other independent directors, the performance of the ceo; and providing feedback to the ceo and management in order to effectuate the decisions and recommendations of the independent directors. in addition, the lead director: (i) assists the board of directors and the company's officers in promoting compliance with and implementation of the governance guidelines; (ii) presides at the executive sessions of the independent directors and has the authority to call additional executive sessions or meetings of the independent directors; (iii) presides at meetings of the board of directors in the chairman's absence; (iv) approves information sent to the board of directors by management; (v) approves meeting agendas and approves meeting schedules for the board of directors to assure that there is sufficient time for discussion of all agenda items; and (vi) consults and directly communicates with major stockholders, if requested. in addition, ten of the company's eleven directors are independent as defined by the new york stock exchange rules. the board of directors believes that a single leader serving as chairman and ceo, together with the company's predominantly independent board of directors and independent lead director, promotes effective governance. accordingly, the board of directors has determined that, under the present circumstances, the current leadership structure is in the best interests of the company and its stockholders. ",1
64,21076,2010,"the board of directors has established five standing committees: the executive committee, the finance committee, the audit committee, the nominating and governance committee, and the management development and compensation committee. the finance, audit, nominating and governance, and management development and compensation committees consist only of non-management directors whom the board of directors has determined are independent under the new york stock exchange listing standards and the board of directors independence standards set forth in the company's governance guidelines, which are discussed below. the charters for these committees are available in the corporate governance section of the company's website at the board of directors believes that it is in the best interests of the company and its stockholders for the board of directors to make a determination on whether to separate or combine the roles of  cotb  and ceo based upon the company's circumstances at any particular point in time. the nominating and governance committee regularly reviews the leadership structure to determine if it is in the best interests of the company and stockholders. currently, the positions of  cotb  and ceo are combined and held by mr. knauss. mr. knauss's in-depth knowledge of the company's strategic priorities and operations enables him to facilitate effective communication between management and the board of directors and see that key issues and recommendations are brought to the attention of the board of directors, providing an effective leadership structure. having the ceo serve as the  cotb  also helps to ensure that the ceo understands and can effectuate the recommendations and decisions of the board of directors. because the board of directors also believes that independent leadership is important, the board of directors has established the position of lead director. an independent director, mr. gary michael, has been designated as the lead director of the company. the lead director is elected annually by and from the independent directors with clearly delineated and comprehensive duties and responsibilities and must have served as a director for a minimum of one year in order to qualify as the lead director. the duties of the lead director, which are also included in the governance guidelines, include: leading the activities of the independent directors; evaluating, along with the members of the management development and compensation committee and the other independent directors, the performance of the ceo ; and providing feedback to the ceo and management in order to effectuate the decisions and recommendations of the independent directors. in addition, the lead director: (i) assists the board of directors and the company's officers in promoting compliance with and implementation of the governance guidelines; (ii) presides at the executive sessions of the independent directors and has the authority to call additional executive sessions or meetings of the independent directors; (iii) presides at meetings of the board of directors in the  cotb 's absence; (iv) approves information sent to the board of directors by management; (v) approves meeting agendas and approves meeting schedules for the board of directors to assure that there is sufficient time for discussion of all agenda items; and (vi) consults and directly communicates with major stockholders, if requested. in addition, ten of the company's eleven directors are independent as defined by the new york stock exchange rules. the board of directors believes that a single leader serving as  cotb  and ceo , together with the company's predominantly independent board of directors and independent lead director, promotes effective governance. accordingly, the board of directors has determined that, under the present circumstances, the current leadership structure is in the best of the company and its stockholders.",1
65,21076,2012,"the board believes that it is in the best interests of the company and its stockholders for the board to make a determination on whether to separate or combine the roles of chairman and ceo based upon the company's circumstances at any particular point in time. the nominating and governance committee regularly reviews the leadership structure to determine if it is in the best interests of the company and stockholders. currently, the positions of chairman and ceo are combined and held by mr. knauss. mr. knauss in-depth knowledge of the company's strategic priorities and operations enables him to facilitate effective communication between management and the board and see that key issues and recommendations are brought to the attention of the board, providing an effective leadership structure. having the ceo serve as the chairman also helps to ensure that the ceo understands and can effectuate the recommendations and decisions of the board. ",1
66,21175,2010,"from 1992 to 2004, the company had separate individuals serving as  cotb  and as  ceo . this structure reflected the continuing involvement and leadership of two of the company's former  ceo s who had previously retired from the day to day business of managing the company. in 2004, the board approved the combination of the role of  cotb  and  ceo . the board continues to believe that this combined structure promotes unified leadership and direction for the company. notably, the  cotb  recently instituted a process whereby the board meets regularly in executive session with the  cotb , but without the presence of any other management of the company. in addition, the board has complete access to the company's entire management team. our independent directors meet regularly in executive session without management participation. we have a position of presiding director ( presiding director ) whose primary responsibility is to preside over the executive sessions of the independent directors. the chairmen of our audit and compensation committees alternate annually as the presiding director. mr. zonis, as  cotb  of our compensation committee, serves as presiding director until the annual meeting on april 28, 2010.",1
67,21344,2010,"our governance documents provide the board with flexibility to select the appropriate leadership structure for the company. in making leadership structure determinations, the board considers many factors, including the specific needs of the business and what is in the best interests of the company's shareowners. our current leadership structure is comprised of a combined chairman of the board and chief executive officer, an independent director serving as presiding director and strong, active independent directors. under the company's by- laws, the chairman of the board presides over meetings of the board of directors, presides over meetings of shareowners, consults and advises the board of directors and its committees on the business and affairs of the company, and performs such other duties as may be assigned by the board. the chief executive officer is in general charge of the affairs of the company, subject to the overall direction and supervision of the board of directors and its committees and subject to such powers as reserved by the board. muhtar kent serves as both chairman of the board and chief executive officer. the company also has designated the chairman of the committee on directors and corporate governance, who must be an independent director, as the presiding director. james d. robinson iii serves in this position. the presiding director: presides at all meetings of non- employee directors; presides at all meetings of independent directors; leads the evaluation of the performance of the chief executive officer; encourages and facilitates active participation of all directors; confers with the chief executive officer and other members of the board on meeting agendas; monitors and coordinates with management on corporate governance issues and developments; performs any other duties requested by the other non- employee directors; and acts as a liaison between shareowners and the board where appropriate. importantly, all directors play an active role in overseeing the company's business both at the board and committee level. as set forth in our corporate governance guidelines, the core responsibility of the directors is to exercise their business judgment to act in what they reasonably believe to be in the best interests of the company and its shareowners. our board is comprised of one director who serves as a member of management and 13 non- employee directors. our non- employee directors are skilled and experienced leaders in business, education, government and public policy. they currently serve or have served as ceos and members of senior management of fortune 500 companies and investment banking firms and members of the u.s. cabinet, the u.s. senate and academia. in these roles, our non- employee directors have been called upon to provide answers to various complex issues, and most importantly are expected to, and do, ask hard questions of management. we believe that this is one of the many reasons our non- employee directors are well- equipped to oversee the success of the business and to provide advice and counsel to the chief executive officer and other senior officers of the company. under our by- laws, regular meetings of the board are held at such times as the board may determine. as part of each regularly scheduled board meeting, the non- employee directors meet without the chief executive officer present. these meetings allow non- employee directors to discuss issues of importance to the company, including the business and affairs of the company as well as matters concerning management, without any member of management present. in addition, at each regularly scheduled board meeting, the independent directors meet separately. also, pursuant to our by- laws, a majority of the directors may call a special meeting of the board in addition to the chief executive officer or the secretary of the company. all of the board committees, except the management development committee and the executive committee, are chaired by independent directors. the board believes that this leadership structure a combined chairman of the board and chief executive officer, a presiding director, active and strong non- employee directors, and committees led primarily by independent directors is the most effective for the company at this time. the company's business is complex and our products are sold in more than 200 countries around the world. because the chief executive officer travels extensively and is closest to the many facets of our business, the board believes the chief executive officer is in the best position to lead most effectively and to serve in the critical role of chairman of the board. in addition, as he is directly involved in managing the company, having a chairman who also serves as the chief executive officer allows timely communication with the board on critical business matters given the complexity and global reach of our business. further, most of the company's products are manufactured and sold by bottling partners around the world, most of which are separate, unconsolidated companies. this franchise structure requires our leader to have strong relationships with the leaders of the bottlers. having a single person in both roles is important so that the company is represented by a single voice to bottlers, customers and consumers. the board believes that leadership of both the board and the company by mr. kent is the optimal structure to guide the company and maintain the focus required to achieve the business goals set forth in the company's 2020 vision. the board also believes there is a very well- functioning and effective balance between strong company leadership and appropriate safeguards and oversight by non- employee directors.",1
68,21344,2012,"the board believes that this leadership structure a combined chairman of the board and chief executive officer, a presiding director, active and strong non-employee directors and committees led primarily by independent directors is the most effective for the company at this time. the company's business is complex and its products are sold in more than 200 countries around the world. because the chief executive officer travels extensively and is closest to the many facets of the business, the board believes the chief executive officer is in the best position to lead most effectively and to serve in the critical role of chairman of the board. in addition, having a chairman who also serves as the chief executive officer allows timely communication with the board on critical business matters given the complexity and global reach of our business. further, most of the company's products are manufactured and sold by bottling partners around the world, most of which are separate, unconsolidated companies. this franchise structure requires the chief executive officer to have strong relationships with the leaders of the bottlers. having a single person as both chairman of the board and chief executive officer ensures that the company is represented by a single voice to bottlers, customers, consumers and other stakeholders. the board believes that leadership of both the board and the company by mr. kent is the optimal structure to guide the company and maintain the focus required to achieve the business goals set forth in the company's 2020 vision. ",1
69,21665,2011,"the nominating and corporate governance committee of the board (the governance committee ) regularly reviews board leadership trends and has determined that, at this time, combining the positions of  cotb  and ceo is best for colgate. currently, therefore, the offices of  cotb  and ceo are held by the same person, ian cook. colgate's board has adapted its approach over time and, during the transition of the position of ceo from reuben mark to ian cook during the second half of 2007 and 2008, mr. mark served as  cotb  while mr. cook served as  ceo . colgate has a small board that works very effectively together and ten of colgate's eleven directors are independent. in addition, the board's committees are composed solely of, and chaired by, independent directors. the independent directors meet at each regularly scheduled board meeting in separate executive sessions without mr. cook present, which are led by an independent presiding director. colgate has long been committed to having an independent lead director, having established the position of presiding director in 2003 and expanded the role in 2006. the role of the presiding director is to: (i) preside at all meetings of the board at which the  cotb  is not present (including the executive sessions); (ii) establish agendas for the executive sessions in consultation with the other directors and review proposed board meeting agendas; (iii) serve as liaison between the independent directors and the  cotb  in matters relating to the board as a whole (although all independent directors are encouraged to communicate freely with the  cotb ); (iv) review, at his or her discretion, the information to be sent to the board; (v) review meeting schedules to help ensure there is sufficient time for discussion of all agenda items; (vi) call meetings of the independent directors, as appropriate; and (vii) be available (as deemed appropriate by the board) for consultation and direct communication with shareholders. the role of presiding director is rotated among the independent directors each year in accordance with an established schedule. colgate's small, independent board, with its proactive presiding director and committee chairs, ensures that the board, and not the  cotb  alone, determines the board's focus. the  cotb  is guided by these strong independent leaders and having the ceo serve as the  cotb  presents a bridge to management that helps provide the board with the management support it needs. based on these considerations, the governance committee determined that combining the positions of  cotb  and ceo is best for colgate at this time.",1
70,23082,2010,"the board has the authority to elect the chairman and to determine whether the offices of chairman and ceo should be combined or separated. at this time, the board has decided to combine the offices of ceo and chairman, coupled with a lead independent director position (the lead director ) to strengthen corporate governance. the board believes that the combination of the chairman and ceo positions is an effective leadership model for the company as it enhances executive decision making and is appropriate in mr. laphen's case, given his more than 30 years of experience with the company and his familiarity with the global aspects of the company's business and operations. while the board acknowledges that in some instances combining the two roles may foster dominance of a board by management, the board believes that governance processes in place at csc are a sufficient counterbalance to any such tendency and are designed to ensure independent oversight and protect against the possibility of undue influence by management. in particular, the board has designated a lead director with the following duties and responsibilities: presiding over executive sessions; chairing meetings of the board of directors in the absence of the chairman of the board; acting as a liaison between the independent directors and the chairman of the board; coordinating with the chairman of the board regarding meeting agendas and schedules; coordinating with the chairman of the board regarding information flow to the board; being available for consultation and communication with stockholders, as appropriate; and calling meetings of the independent directors (executive sessions) as appropriate. other governance processes include executive sessions of the independent directors before and after every board meeting, annual evaluations by the independent directors of the chairman and ceo's performance, succession planning, annual board and committee self assessments and the governance processes contained in the guidelines and the charters of the various committees of the board, certain of which are described in this proxy statement",1
71,23082,2012,"under the guidelines, the board has the flexibility to select the appropriate leadership structure for the company. in making leadership structure determinations, the board considers many factors, including the specific needs of the business and what is in the best interests of the company's stockholders. in connection with the ceo search conducted by the board in fiscal 2012, the board reviewed its leadership structure and determined to separate the offices of chairman and ceo effective upon the commencement of employment of j. michael lawrie as president and ceo of the company on march 19, 2012. effective on that date, rodney f. chase became non-executive chairman of the board. the board believes that this structure provides independent board leadership and engagement as the ceo and chairman are distinct and separate roles. this structure will also assure constructive engagement among the board and the ceo, and will encourage objective viewpoints. in addition, this structure allows the ceo to focus on the company's business, while the chairman can focus on corporate governance matters.",0
72,23082,2014,"mr. rodney f. chase serves as the  cotb  of our board of directors. our independent directors determined that it is in the best interests of the stockholders of the company to separate the roles of  cotb  and ceo after thoughtful and rigorous consideration of its governance structure. separating the roles of  cotb  and ceo creates clear and unambiguous lines of authority. this strong counter balancing structure allows the board to focus on corporate governance and oversight and the ceo to focus on the company's business. separation of  cotb  and ceo roles non-executive  cotb , rodney f. chase strong committee chairs active engagement by all directors, including the independent directors the board believes that this structure provides effective oversight of management. csc's governance processes include executive sessions of the independent directors before and after every board meeting, annual evaluations by the independent directors of the ceo 's performance, succession planning, annual board and committee self assessments and the various governance processes contained in the guidelines and the board committee charters. as of the date of this proxy statement, the board has nine directors and four standing committees: the audit committee, the compensation committee, the nominating/corporate governance committee and the executive committee. each director serving on the audit committee, compensation committee or nominating/corporate governance committee must be independent. a majority of the members of the executive committee are independent. in addition: each audit committee member must meet heightened independence criteria under the rules and regulations of the nyse and the sec relating to audit committees, and must be financially literate. no member of the audit committee may simultaneously serve on the audit committees of more than three other public companies unless the board determines that such simultaneous service would not impair the member's ability to effectively serve on the audit committee. one member of the audit committee serves on no other public company audit committee, one serves on one other public company audit committee and one serves on three other public company audit committees. the board has determined that such simultaneous service does not impair the ability of the members of the audit committee who serve on the other public company audit committees to effectively serve in their csc audit committee roles. messrs. barram, macdonald and zimmerman each qualifies as an audit committee financial expert , for purposes of the rules of the sec, and all members of the committee are financially literate. mr. zimmerman has advised the company that he will not be standing for re-election when his current term expires at the annual meeting. mr. zimmerman's decision not to stand for re-election was not due to any dispute or disagreement with the company on any matter relating to the company's operations, policies or practices. mr. bruce b. churchill, a nominee for election to the board at the annual meeting, has extensive experience in corporation finance and accounting, including as former chief financial officer of directv. if elected, mr. churchill will serve on the company's audit committee. each compensation committee member must be a non-employee director for purposes of rule 16b-3 promulgated under the exchange act and an outside director for purposes of section 162(m) of the internal revenue code. the board has determined that each committee member satisfies all applicable requirements for membership on that committee. ms. judith r. haberkorn and dr. chong sup park have advised the company that they will not be standing for re-election when their current terms expire at the annual meeting. ms. haberkorn's and dr. park's decision not to stand for re-election was not due to any dispute or disagreement with the company on any matter relating to the company's operations, policies or practices. the honorable sean o keefe, a nominee for election to the board at the annual meeting, has extensive experience in executive compensation matters, including as former chief financial officer of the department of defense and as ceo of airbus group, inc. if elected, mr. o keefe will serve on the company's compensation committee. the current committee membership, the number of meetings during the last fiscal year and the function of each of the standing committees are described below.",0
73,23217,2010,"board leadership structure our board of directors believes that independent board leadership is a critical component of our governance structure. our corporate governance principles require us to have either an independent chairman of the board or a lead independent director if the positions of chairman and ceo are held by the same person. since 2005, our chairman and ceo roles have been separate, and the board continues to believe that this structure is appropriate at this time. by separating the roles of the chairman and ceo, our ceo can focus his time and energy on setting the strategic direction for the company, overseeing daily operations, engaging with external constituents, developing our future leaders, and promoting employee engagement at all levels of the organization. meanwhile, our independent chairman leads the board in the performance of its duties by establishing agendas and ensuring appropriate meeting content, engaging with the ceo and senior leadership team between board meetings on business developments, and providing overall guidance to our ceo as to the board's views and perspectives, particularly on the strategic direction of the company. if the positions of chairman and ceo are held by the same person in the future, our corporate governance principles provide that the board will select a lead director from the among the independent directors. ",0
74,23217,2012,"our board of directors believes that independent board leadership is a critical component of our governance structure. our corporate governance principles require us to have either an independent chairman of the board or a lead independent director if the positions of chairman and ceo are held by the same person. since 2005, our chairman and ceo roles have been separate. with separate chairman and ceo roles, our ceo can focus his time and energy on setting the strategic direction for the company, overseeing daily operations, engaging with external constituents, developing our leaders and promoting employee engagement at all levels of the organization. meanwhile, our independent chairman leads the board in the performance of its duties by establishing agendas and ensuring appropriate meeting content, engaging with the ceo and senior leadership team between board meetings on business developments, and providing overall guidance to our ceo as to the board's views and perspectives, particularly on the strategic direction of the company. ",0
75,23217,2012,"our board of directors believes that independent board leadership is a critical component of our governance structure. our corporate governance principles require us to have either an independent  cotb  or a lead independent director if the positions of  cotb  and ceo are held by the same person. since 2005, our  cotb  and ceo roles have been separate. with separate  cotb  and ceo roles, our ceo can focus his time and energy on setting the strategic direction for the company, overseeing daily operations, engaging with external constituents, developing our leaders and promoting employee engagement at all levels of the organization. meanwhile, our independent  cotb  leads the board in the performance of its duties by establishing agendas and ensuring appropriate meeting content, engaging with the ceo and senior leadership team between board meetings on business developments, and providing overall guidance to our ceo as to the board's views and perspectives, particularly on the strategic direction of the company. ",0
76,23675,2012," during 2012, the board of directors held five meetings. each incumbent director attended at least 75% of all meetings of the board and the committees of the board on which he or she served. the company currently has both a non-executive  cotb  (dr. kennedy) and a ceo (mr. stotlar), and except for the period from july 2004 through april 2005 when dr. kennedy served both as  cotb  and interim  ceo , has had a separate  cotb  and ceo at all times since 1998. separating these positions allows our ceo to focus on setting the strategic direction of the company and the day-to-day leadership and performance of the company, while the  cotb  leads the board in its role of providing advice to, and overseeing the performance of, the  ceo . although our bylaws and corporate governance guidelines do not require the separation of these positions, the board of directors believes that having an independent director serve as  cotb  is the appropriate leadership structure for the board at this time. pursuant to the company's corporate governance guidelines, dr. kennedy also serves as the board's lead non-management director. non-management members of the board of directors meet in executive session on a regularly scheduled basis, with dr. kennedy presiding at such executive sessions. neither the ceo nor any other member of management attends the meetings of non-management directors. for information regarding how to communicate with the lead non-management director and other members of the company's board of directors, see communications with directors below.",0
77,24090,2014,"board leadership structure and risk oversight according to our bylaws, the cotb is required to be the highest ranking officer of our company. our founder and controlling shareholder, harold e. riley, serves as our cotb and CEO . we determined our current board leadership structure is appropriate and helps ensure proper risk oversight for the company for a number of reasons, the most significant of which are the following: a combined cotb and CEO role allows for more productive meetings. the CEO manages the company on a day to day basis, and his direct involvement in the company's operations makes him best positioned to lead productive board strategic planning sessions and determine the time allocated to each agenda item in discussion of the company's short and long-term objectives. the majority of our board is comprised of independent directors. our independent directors meet in sessions without our cotb or management present. these sessions allow the board to review key decisions and discuss matters in a manner independent of management. our audit committee and compensation committee are comprised entirely of independent directors and chaired by independent directors. our operations are subject to extensive regulation and oversight by both state and federal regulatory authorities. the board is actively involved in oversight of risks that could affect the company. this oversight is conducted primarily through committees of the board, as disclosed in the descriptions of each of the committees below, but the full board has retained responsibility for general oversight of risks. the board satisfies this responsibility through full reports by each committee chair regarding the committees considerations and actions, as well as through regular reports directly from officers responsible for oversight of particular risks within the company. in accordance with nyse requirements, the audit committee has a primary role in overseeing the risk management function. in carrying out its responsibilities, the audit committee works closely with our executive management. the audit committee meets at least quarterly with our internal auditor and our chief financial officer and receives a comprehensive financial report discussing the company's risk exposures and the processes in place to monitor and control such exposures. in addition to the audit committee, the compensation committee considers the risks that may be implicated by our executive compensation. for a discussion of the compensation committee's review of our company's named executive officer compensation, please see the compensation discussion and analysis on page 15 of this proxy statement. meetings and committees of the board of directors our business affairs are conducted under the direction of our board of directors. the board of directors held four (4) meetings during 2009, at which all directors were present for at least 75% of the meetings. we do not have an attendance policy, although our directors are expected to attend board meetings. to promote open discussion, the non-management directors hold regularly scheduled executive sessions at our board meetings, in which those directors meet without management participation and with only independent directors present. the director chosen to preside at these sessions is determined on an informal basis at the time of the meeting. in addition, our board members are encouraged to attend our annual meetings of shareholders, and all of our board members attended our 2009 annual meeting of shareholders. to assist it in carrying out its duties, the board has delegated certain authority to three separately-designated standing committees: the audit committee, the compensation committee and the executive committee. as stated above, due to our status as a controlled company under nyse rules, we are not required to maintain a compensation committee; however, we do so as a best practice within our board structure. the specific functions of our committees are described below: ",0
78,24545,2012,"in the vote on the election of the 10 class a director nominees identified in this proxy statement to serve until the next annual meeting, holders of class a common stock and class a exchangeable shares may: vote in favor of all nominees; vote in favor of specific nominees; vote against all nominees; vote against specific nominees; abstain from voting with respect to all nominees; or abstain from voting with respect to specific nominees. directors will be elected by a plurality of the votes cast by the holders of the class a common stock and class a exchangeable shares, together as a class, voting in person or by proxy at the annual meeting. in the vote on the election of the 2 class b director nominees identified in this proxy statement to serve until the next annual meeting, holders of class b common stock and class b exchangeable shares may: vote in favor of all nominees; vote in favor of specific nominees; vote against all nominees; vote against specific nominees; abstain from voting with respect to all nominees; or abstain from voting with respect to specific nominees. directors will be elected by a plurality of the votes cast by the holders of the class b common stock and class b exchangeable shares, together as a class, voting in person or by proxy at the annual meeting. the company separates the roles of  cotb  and  ceo . according to the company's bylaws, the  cotb  is appointed by the class a-c nominating subcommittee, or the class a-m nominating subcommittee, alternating on a biennial basis. andrew t. molson was appointed  cotb  by the class a-m nominating subcommittee effective may 2011, and he will serve in this position until the 2013 annual meeting. following the 2013 annual meeting, the class a-c nominating subcommittee has the right to appoint the  cotb  to serve until the 2015 annual meeting of stockholders.",0
79,24741,2011,"corning has a board leadership structure under which our chief executive officer also serves as chairman of the board of directors. as stated in our corporate governance guidelines, we believe that having one person serve as both chief executive officer and chairman demonstrates to our employees, suppliers, customers and other stakeholders that the company is under strong leadership, with a single person setting the tone and having primary responsibility for managing our operations. this unity of leadership eliminates the potential for confusion or duplication of efforts, and provides clear leadership for the company. we believe that the company has been well-served by this structure. our board of directors is comprised of 12 independent directors, plus two management directors. all of our independent directors are highly accomplished and experienced business people in their respective fields, who have demonstrated leadership in significant enterprises and are familiar with board processes. for additional information about the backgrounds and qualifications of our directors, see nominees for election as directors and directors continuing in office in this proxy statement. our board has six standing committees audit, compensation, corporate relations, executive, finance, and nominating and corporate governance. three of the committees are comprised solely of independent directors, five of the committees have a separate, independent chair, and the executive committee has three independent plus two employee directors as members. the chair of each of these committees is responsible for directing the work of the committee in fulfilling its responsibilities, see meetings and committees of the board in this proxy statement. under our corporate governance guidelines, the board designates and utilizes a lead director, currently james j. o connor. the lead director plays an important role in our corporate governance structure. the lead director's responsibilities include: presiding at meetings of the board at which the chairman is not present, including executive sessions of the independent directors; serving as liaison between the chairman and the independent directors; convening meetings of the independent directors; consulting with the chairman on matters relating to board performance and corporate governance; and, if requested by major shareholders, ensuring that he is available for consultation and direct communication. the chairman consults with the lead director in advance of each board meeting to obtain his comments, suggestions, and approval for the meeting schedule and timing, for each agenda, and for the types of information to be sent to the board. we believe that, in addition to fulfilling our lead director responsibilities, mr. james j. o connor, has made valuable contributions to the company through his abilities to build board consensus, effectively coordinate board agendas and activities with the chairman, and by his judgment and decision-making for the company. mr. o connor, whose term as director expires at the 2011 annual meeting of shareholders, has reached the board's mandatory retirement age and will no longer serve as lead director. at the first meeting of the board of directors following the 2011 annual meeting of shareholders, the board will designate a new lead director. in february 2011, as part of our review of corporate governance and succession planning, the board (led by the nominating and corporate governance committee) re-evaluated our board leadership structure, to ensure that it remains optimal for the company and its shareholders. the board determined that the current board leadership structure continues to serve the company well, provides strong leadership and facilitates effective communication, oversight and governance of the company, while allowing for independent decision making as required. we recognize that different board leadership structures may be appropriate for companies with different histories and cultures, as well as companies with varying sizes and performance characteristics. we believe our current leadership structure under which our chief executive officer serves as chairman of the board, five of the six board committees are chaired by independent directors and our lead director assumes specified responsibilities on behalf of the independent directors remains the optimal board leadership structure for our company and our shareholders. ",1
80,24741,2012,"see page 7 proposal 1 election of directors for more information. corning has a board leadership structure under which our ceo also serves as  cotb . as stated in our corporate governance guidelines, we believe that having one person serve as both ceo and  cotb  demonstrates to our employees, suppliers, customers and other stakeholders that the company is under strong leadership, with a single person setting the tone and having primary responsibility for managing our operations. this unity of leadership eliminates the potential for confusion or duplication of efforts, and provides clear leadership for the company. we believe that the company has been well-served by this structure. our board of directors is comprised of 12 directors who are independent under the new york stock exchange listing requirements, one non-independent director, plus two management directors. all of our directors are highly accomplished and experienced people in the fields of business, technology or academics, who have demonstrated leadership in significant enterprises and are familiar with board processes. for additional information about the backgrounds and qualifications of our directors, see nominees for election as directors and directors continuing in office in this proxy statement. our board has six standing committees audit, compensation, corporate relations, executive, finance, and nominating and corporate governance. three of the committees are comprised solely of independent directors, five of the committees have a separate, independent chair, and the executive committee has three independent plus two management directors as members. the chair of each of these committees is responsible for directing the work of the committee in fulfilling its responsibilities, see meetings and committees of the board in this proxy statement. under our corporate governance guidelines, the board designates and utilizes a lead director, currently mr. william smithburg. the lead director plays an important role in our corporate governance structure. the lead director's responsibilities include: presiding at meetings of the board at which the  cotb  is not present, including executive sessions of the independent directors; serving as liaison between the  cotb  and the non-employee directors; convening meetings of the non-employee directors; consulting with the  cotb  on matters relating to board performance and corporate governance; and, if requested by major shareholders, ensuring that he is available for consultation and direct communication. the  cotb  consults with the lead director in advance of each board meeting to obtain his comments, suggestions, and approval for the meeting schedule and timing, for each agenda, and for the types of information to be sent to the board. mr. smithburg, whose term as director expires at the 2012 annual meeting of shareholders, has reached the board's mandatory retirement age and will no longer serve as lead director. at the first meeting of the board of directors following the 2012 annual meeting of shareholders, the board will designate a new lead director. in february 2012, as part of our review of corporate governance and succession planning, the board (led by the nominating and corporate governance committee) re-evaluated our board leadership structure, to ensure that it remains optimal for the company and its shareholders. the board determined that the current board leadership structure is working well, and facilitates effective communication, oversight and governance of the company, while allowing for independent decision making as required. we recognize that different board leadership structures may be appropriate for companies with different histories and cultures, as well as companies with varying sizes and performance characteristics. we believe our current leadership structure under which our ceo serves as  cotb , five of the six board committees are chaired by independent directors and our lead director assumes specified responsibilities on behalf of the other directors remains the optimal board leadership structure for our company and our shareholders.",1
81,25212,2012,"the board believes that the most effective leadership structure for the corporation at this time is one with a combined  cotb  and ceo , coupled with an independent lead director. the board believes that combining these roles benefits the corporation by providing a clear and consistent strategic focus and facilitating the execution of strategies in the short and long terms. the current  cotb  and ceo has a long and proven track record in his current role and many decades of experience in the printing and publishing industries. by combining the roles, he is better able to negotiate with the corporation's major customers who value a single unified decision maker and respond nimbly to their changing business needs and objectives. the open communications between our  cotb  and the rest of the board keeps the board informed of significant enterprise risks and major developments in operations. taken together with an experienced lead director like mr. thorndike, the board believes that the structure is currently optimal for the corporation. the board created the position of lead director to strengthen independent board oversight. pursuant to the corporation's corporate governance guidelines, since our  cotb  is also the ceo , the lead director is required to be independent and is elected by a majority of the independent directors. the lead director is charged with presiding over executive sessions of the corporation's independent directors. the lead director is also responsible for liaising with the  cotb  on matters raised by the independent directors and providing input on agendas and information presented to the board.",1
82,25354,2010,"effective april 19, 2010, mr. david meyer was appointed executive  cotb  and now serves in both executive officer and director capacities. the board believes that having an executive  cotb  and a board comprised of all independent directors, except for mr. meyer, is in the best interest of the company's stockholders as it provides the appropriate balance between strategic development and independent oversight of management. one of the key responsibilities of the board is to develop strategic direction and hold management accountable for the execution of strategies once they are developed. the board believes the executive  cotb  position promotes strategic development and execution, and facilitates information flow between management and the board, which are essential to ef fective governance. the executive  cotb 's oversight and responsibility for the operations of the company and the execution of the company's strategies enable the executive  cotb  to effectively identify strategic priorities and lead the directors in discussions of such strategies. independent directors and management have different perspectives and roles in strategic development. the company's independent directors bring experience, oversight and expertise from outside the company and industry, while the executive  cotb  brings company-specific experience and expertise. the board believes that strong, independent oversight of management is an important component of an effective board. all of the company's directors, except for mr. meyer, are independent under the rules of the new york stock exchange and the sec. because of this board composition, the board believes that its existing corporate governance practices achieve independent oversight and management accountability. the company's board composition and governance practices provide f or strong, independent discussion among directors and for independent evaluation of, and communication with, many members of senior management. the board of directors believes it to be in the best interests of the company, its subsidiaries and its stockholders for service providers to obtain or increase their stock ownership interest in the company, thereby attracting, retaining and rewarding such service providers. as of june 23, 2010, approximately 60 service providers were eligible to participate in the plan. as of june 23, 2010, a total of 216,348 shares remained available under the plan. to ensure sufficient availability of this important tool for the next few years, the board of directors believes it to be in the best interest of the company, its subsidiaries and its stockholders to amend the plan to authorize the issuance of an additional 300,000 shares of common stock pursuant to the plan, which would increase the total shares authorized for grant under the plan from 800,000 shares to 1.1 million shares. to be approved, a majority of the outstanding shares entitled to vote at the meeting must vote in favor of the proposal. the board of directors recommends a vote for the approval to amend the plan to authorize the issuance of an additional 300,000 shares of common stock pursuant to the plan.",0
83,25475,2010,"the  cotb  presides at all meetings of the board and the shareholders, and exercises such other powers and duties as the board may assign him. generally, the  cotb  provides leadership to the board and works with the board to define its structure and activities in the fulfillment of its responsibilities. the company believes that the members of the board possess considerable and unique knowledge of the challenges and opportunities the company faces, and therefore are in the best position to evaluate the needs of the company and how best to organize the capabilities of our directors and executives to meet those needs. as a result, the company believes that the decision as to who should serve as  cotb  and as president and  ceo , and whether the offices should be combined or separate, is properly the responsibility of the board, to be exercised from time to time in appropriate consideration of then-existing facts and circumstances. mr. ogburn has served as a member of the board since february 2009 and as non-executive  cotb  since january 1, 2010. the board currently believes that, based on the skills and responsibilities of the various board members and management, and in light of the general economic, business and competitive environment facing the company, such separation of the  cotb  and ceo roles enhances (i) appropriate oversight of management by the board, (ii) board independence, (iii) the accountability to our shareholders by the board and (iv) our overall leadership structure. furthermore, we believe that maintenance of separation of the  cotb  function from that of the ceo currently allows the ceo to properly focus on managing the business, rather than requiring a significant portion of his efforts to be spent on also overseeing board matters.",0
84,25743,2018,"we believe that effective board leadership structure can depend on the experience, skills, and personal interaction between persons in leadership roles as well as the needs of our company at any point in time. we currently maintain separate roles between the ceo and  cotb  in recognition of the differences between the two responsibilities. our ceo is responsible for setting our strategic direction and for day-to-day leadership and performance of our company. our  cotb  provides input to the  ceo , sets the agenda for board of directors meetings, and presides over meetings of the full board of directors as well as executive sessions of the board of directors. ",0
85,25743,2018,"we believe that effective board leadership structure can depend on the experience, skills, and personal interaction between persons in leadership roles as well as the needs of our company at any point in time. we currently maintain separate roles between the ceo and  cotb  in recognition of the differences between the two responsibilities. our ceo is responsible for setting our strategic direction and day-to-day leadership and performance of our company. the  cotb  provides input to the  ceo , sets the agenda for board meetings, and presides over meetings of the full board of directors as well as executive sessions of the board of directors. ",0
86,25793,2010,"the board of directors is committed to strong, independent board leadership and believes that objective oversight of management performance is a critical aspect of effective corporate governance. the board of directors has reviewed the relationship that each current and nominee director has with the company and with other parties. only those directors who do not have any of the categorical relationships that preclude them from being independent within the meaning of applicable nasdaq rules ( nasdaq rules ) and who the board of directors affirmatively determines have no relationships that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director, are considered to be independent directors. the board of directors has reviewed a number of factors to evaluate the independence of each of its members and prospective members. these factors include those persons current and historic relationships with the company and its competitors, suppliers and customers; their relationships with management and other directors; the relationships their current and former employers have with the company; and the relationships between the company and other companies of which the board members are directors or executive officers. specifically, the board considered that bernard v. buonanno and russell a. boss are cousins by marriage and that mr. buonanno is senior partner in a law firm that has in the past performed a relatively small amount of legal work for the company (less than $15,000 in 2009). after evaluating these factors, the board of directors has determined that the following directors and nominees for director are independent directors within the meaning of applicable nasdaq rules: bernard v. buonanno, jr; edward j. cooney; galal p. doss; susan m. gianinno, dwain l. hahs, harlan m. kent; and andrew j. parsons. in addition, we have an independent  cotb . the board of directors believes that separating the roles of  cotb  and ceo provides an independent viewpoint and focus at board meetings, and ensures that our ceo will be able to focus his entire energy on running the company. we believe this structure provides strong leadership for the board of directors, while also positioning the ceo as the leader of the company in the eyes of our customers, employees and shareholders. ",0
87,26076,2011," due to the relatively smaller size of the company and the fact that the ceo owns or controls about 40% of the outstanding shares, we combine the positions of  cotb  and ceo . the board's decision as to whether the roles of the  cotb  and ceo should be separate is to adopt the practice which best serves our needs at any particular time. the board believes that no single, one-size fits all, board-leadership model is universally or permanently appropriate. we believe that our current structure, which includes a lead independent director, effectively maintains independent oversight of management. the lead independent director also maintains enhanced contact with the ceo . additionally, the independent directors work with our enterprise risk management  cotb  and receive periodic updates to the activities of this group. independent directors chair all board committees. ",1
88,26172,2011,"our corporate governance principles describe in detail how our board must conduct its oversight responsibilities in representing and protecting our company's stakeholders. as stated in the principles, our board does not have a policy on whether or not the roles of our chief executive officer and chairman should be separate, and, if they are to be separate, whether the chairman should be selected from our non-employee directors or be an employee director. currently, our board believes it is in the best interests of our company for the roles of our chairman and chief executive officer to be combined and to appoint a lead director from among our independent directors. our board believes that this leadership structure currently assists our board in creating a unified vision for our company, streamlines accountability for our performance and facilitates our board's efficient and effective functioning. further, our board believes that mr. solso, our chief executive officer, is the person best qualified to serve as our chairman given his long history with our company and his skills and experience in the industries in which we operate. alexis m. herman is our lead director. ms. herman was selected for this position because of her service on our board since 2001, her experience as the u.s. secretary of labor and her other experiences in leadership positions in the private and public sectors. our lead director's responsibilities include: serving as chairman of the governance and nominating committee; conferring with the chairman on board meeting agendas and meeting schedules; calling and presiding over executive sessions of independent directors and communicating feedback on executive session to the chairman; leading the annual performance reviews of the chief executive officer and the board; ensuring that there is open communication between our independent directors and the chairman and other management members; and conferring with the chairman on other issues of corporate importance, as appropriate. ",1
89,26172,2012,"our corporate governance principles describe in detail how our board must conduct its oversight responsibilities in representing and protecting our company's stakeholders. as stated in the principles, our board does not have a policy on whether or not the roles of our chief executive officer and chairman should be separate, and, if they are to be separate, whether the chairman should be selected from our non-employee directors or be an employee director. currently, our board believes it is in the best interests of our company for the roles of our chairman and chief executive officer to be combined and to appoint a lead director from among our independent directors. our board believes that this leadership structure currently assists our board in creating a unified vision for our company, streamlines accountability for our performance and facilitates our board's efficient and effective functioning. further, our board believes that mr. linebarger, our chief executive officer, is the person best qualified to serve as our chairman given his history in executive positions with our company and his skills and experience in the industries in which we operate. alexis m. herman is our lead director. ms. herman was selected for this position because of her service on our board since 2001, her experience as the u.s. secretary of labor and her other experiences in leadership positions in the private and public sectors. ",1
90,26324,2010,"the company is focused on strong corporate governance practices and values independent board oversight as an essential component of strong corporate performance to enhance stockholder value. the company's commitment to independent oversight is demonstrated by the fact that, as discussed above, all of our directors, except our  cotb , are independent. in addition, as discussed above, all of the members of the board's audit committee, finance committee, executive compensation committee, and committee on directors and governance are independent. the  cotb  and ceo roles are to reside in one individual. martin r. benante is the company's  cotb  and  ceo . the board believes at this time it is in the best interests of the company and its stockholders for one person to serve as  cotb  and  ceo . the company believes this leadership structure is the most appropriate for it because mr. benante is able to utilize the in-depth focus and perspective gained in running the company as ceo for the past 10 years to guide the board effectively and efficiently in managing the property, affairs, and business of the company. mr. benante fulfills his responsibilities in chairing the board through close interaction with the lead director. the board appoints a lead director for each non-employee director executive session on a rotating basis. this board leadership structure works effectively for the company as demonstrated by the company's growth and performance. the board has structured the role of its lead director to strike an appropriate balance to the combined  cotb  and ceo role and to fulfill the important requirements of independent leadership on the board. the lead director serves as the focal point for independent directors regarding resolving conflicts with the  ceo , or other independent directors, and coordinating feedback to the ceo on behalf of independent directors regarding business issues and board management. the lead director is expected to foster a cohesive board that supports the  ceo 's ultimate goal of creating stockholder value. in this regard, the lead director's responsibilities include convening and presiding over executive sessions attended only by non-employee directors, communicating to the ceo the substance of discussions held during those sessions to the extent requested by the participants, serving as a liaison between the  cotb  and the board's independent directors on sensitive issues, consulting with the  cotb  on meeting schedules and agendas including the format and adequacy of information the directors receive and the effectiveness of the meeting process and presiding at meetings of the board in the event of the  cotb 's unavailability.",1
91,26780,2013," our board currently separates the role of  cotb  and the role of ceo . mr. muscari has served as our independent  cotb  since july 2012. mr. wood has served as our president and ceo since april 2011. the board believed at the time of his appointment that separating the  cotb  and ceo positions provided an efficient and effective leadership model for dana. separating the  cotb  and ceo positions has i) allowed mr. wood to devote his full attention on dana and to focus on his responsibilities as ceo without the additional responsibilities of  cotb , ii) created mentoring opportunities and iii) takes advantage of the business synergies created by two dynamic leaders. our board recognizes no single leadership model is right for all companies and at all times. our board believes that depending on the circumstances, other leadership models, such as a combined  cotb  and ceo role, might be appropriate. while there are benefits to separating the  cotb  and ceo position as discussed above, the combined role of  cotb  and ceo promotes unified leadership and direction for a board of directors and executive management and allows for a single, clear focus for the chain of command to execute a company's strategic initiatives and business plans. it is our board's intention to periodically review our leadership structure.",0
92,27419,2012," the board is led by mr. steinhafel in his role as chairman. mr. steinhafel is also the chief executive officer. the board also has designated a lead independent director position to complement the chairman's role, and to serve as the principal liaison between the non-management directors and the chairman. the board continues to believe that its current structure is the appropriate one for target at this time. specifically, the board believes that in light of target's clear strategy and the strength of its overall governance practices, a combined chairman/ceo role will more effectively unify the board and management around the specific initiatives to support target's strategy. the board continues to separately evaluate mr. steinhafel annually in each of his roles, and it has retained the discretion to separate the chairman/ceo roles at any time if the board believes it would better serve the interests of target. the board also concluded that its lead independent director position effectively balances any risk of concentration of authority that may exist with a combined chairman/ceo position. ",1
93,27419,2013,"the board is led by mr. steinhafel in his role as  cotb . mr. steinhafel is also the  ceo . the board has designated a lead independent director position to complement the  cotb 's role, and to serve as the principal liaison between the non-management directors and the  cotb . the board continues to believe that its current structure is appropriate for target at this time. specifically, the board believes that in light of target's clear strategy and the strength of its overall governance practices, a combined  cotb / ceo  role will more effectively unify the board and management around the specific initiatives to support target's strategy. the board continues to separately evaluate mr. steinhafel annually in each of his roles, and it has retained the discretion to separate the  cotb / ceo  roles at any time if the board believes it would better serve the interests of target. the board also concluded that its lead independent director position effectively balances any risk of concentration of authority that may exist with a combined  cotb / ceo  position. mr. johnson is our lead independent director. as lead director, mr. johnson: has the authority to convene meetings of the board, and executive sessions consisting solely of independent directors at every meeting; presides at all meetings of the board of directors at which the  cotb  is not present, including executive sessions of independent directors; conducts the annual performance reviews of the ceo and  cotb , with input from the other independent directors, and serves as the primary liaison between the ceo and the independent directors; approves meeting schedules, agendas and the information furnished to the board to ensure that the board has adequate time and information for discussion; and is available for consultation and direct communication with major shareholders as appropriate.",1
94,28412,2012,"our chief executive officer also serves as the chairman of the board. the board has chosen this structure because it believes the chief executive officer serves as a bridge between management and the board, ensuring that both groups act with a common purpose. separating the roles would risk creating the perception of having two chiefs, which could lead to fractured leadership and a weakened ability to develop and implement strategy. mr. babb has provided strong leadership to the board and management, instilling a clear focus on the company's strategy and business plans. although the board believes that it is more effective to have one person serve as the company's chairman and chief executive, it also believes that it is simultaneously important to have a strong governance structure to ensure a strong and independent board. all directors, with the exception of the chairman, are independent as defined under new york stock exchange rules, and the audit committee, the enterprise risk committee, the governance, compensation and nominating committee and the qualified legal compliance committee are comprised entirely of independent directors. the board also has an independent facilitating director (mr. lindner) who leads the non-management directors in regularly scheduled executive sessions.",1
95,28823,2014,"we currently separate the roles of our ceo ( ceo  ), and our  cotb ; however, in the past, we have combined them. the board initially separated the roles in 2005 to allow our ceo at the time to concentrate on re-aligning our business priorities and running our business operations as we transitioned to new leadership. we currently keep these roles separate; however, as disclosed in our proxy statement relating to our 2013 annual meeting of shareholders, on january 19, 2013, the board appointed henry d. g. wallace to temporarily serve as executive  cotb  during our search for a new ceo . the board appointed andreas w. mattes as president and ceo on june 6, 2013, and he assumed the role of principal executive officer as of august 15, 2013, at which time mr. wallace stepped down as executive  cotb  and assumed the role of non-executive  cotb . the company intends to maintain the separation between its ceo and  cotb  positions for the time being and at least through 2015. otherwise, the board does not have a specific policy with respect to separating versus combining these roles, or whether the  cotb  should be an employee or non-employee director. as such, the board, primarily under the guidance of the board governance committee, will continue to periodically review our leadership structure to determine whether to maintain this separation after 2015 in light of applicable corporate governance standards, market practices, our specific circumstances and needs, and any other factors that may be relevant to the analysis.",0
96,28917,2013," the board has determined that all of the class a nominees listed above qualify as independent persons as defined in the company's by-laws (discussed below). in addition, the board has determined that each of the class a nominees, as well as robert c. connor and h. lee hastings, iii, who are class b nominees, qualify as independent directors in accordance with the nyse corporate governance rules. pursuant to the company's by-laws, the principal executive officer shall be the  cotb . accordingly, the board has elected william dillard, ii, the company's  ceo , to serve as its  cotb . the board believes that this structure is best suited to the interests of the company and the stockholders because it enables mr. dillard to be personally involved in every aspect of leading the company. the board believes that mr. dillard is uniquely qualified to serve as  cotb  because his extensive experience with the company (over 40 years of service) provides him with the long-term perspective that builds stockholder value and protects the long-term interests of the stockholders. in this capacity, he sets the board agenda, ",1
97,29669,2011,"after careful consideration of this proposal, our board of directors has determined that it is appropriate and in the best interests of the company to hold a say-on-pay vote every year for a number of reasons, including the following: provide that the board must be composed of a majority of independent directors. no director qualifies as independent unless the board affirmatively determines that the director has no relationship which, in the opinion of the board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. the board has determined that messrs. chaden, johnson, pope, riordan, sockwell, wolf and mses. hamilton and ivey are independent in accordance with nasdaq stock market requirements. the board took into account all relevant facts and circumstances in making this determination. ",0
98,29834,2010,"currently, the board of directors believes that our ceo ( ceo ) is best positioned to serve as  cotb , due to his ability to provide clear insight and direction of business strategies and plans to both the board of directors and management. the board of directors believes american can most effectively execute its business strategies and plans if the  cotb  is also a member of the management team. a single person, acting in the capacities of  cotb  and ceo , provides unified leadership and focus. although our board of directors has historically determined that combining the role of ceo and  cotb  to be the most efficient and effective, we do not have formal guidelines that establish this approach as a policy. therefore, under different circumstances, the board of directors does have the flexibility to separate the two roles. the board of directors has not appointed a lead independent director due to the small size of the board of directors and because three of the five directors are independent and thus a lead independent director would not add significant value at this time.",1
99,29905,2010,"our board has adopted a structure whereby the  cotb  is an independent director. we believe that having a  cotb  independent of management provides strong leadership for the board and helps ensure critical and independent thinking with respect to our company's strategy and performance. our ceo is also a member of the board of directors as the management representative on the board. we believe this is important to make information and insight directly available to the directors in their deliberations. our board believes that risk oversight is the responsibility of the board as a whole and not of any one of its committees. the board periodically reviews the processes established by management to identify and manage risks, communicates with management about these processes and receives reports from each of its committees concerning, among other things, risks arising within its areas of responsibility. in 2009, with the input and involvement of our board and the assistance of a consultant, management prepared a study of enterprise risks the company may face, with plans to mitigate identified risks. ",0
100,29905,2012,"our board has adopted a structure whereby the  cotb  is an independent director. we believe that having a  cotb  independent of management provides strong leadership for the board and helps ensure critical and independent thinking with respect to our company's strategy and performance. our ceo is also a member of the board of directors as the management representative on the board. we believe this is important to make information and insight directly available to the directors in their deliberations. this structure gives us an appropriate, well-functioning balance between non-management and management directors that combines experience, accountability and effective risk oversight. ",0
101,29915,2011,"since 2006, andrew n. liveris has served as the chairman, chief executive officer, and president of the company, and paul g. stern has served as the presiding director. the board recognizes that the leadership structure and combination or separation of the ceo and chairman roles is driven by the needs of the company at any point in time. the leadership structure at the company has varied over time and has included combined roles, election of a presiding director, separation of roles, and other transition arrangements for succession planning. as a result, no policy exists requiring combination or separation of leadership roles and the company's governing documents do not mandate a particular structure. this has allowed the board the flexibility to establish the most appropriate structure for the company at any given time the board has determined that the company and its stockholders are currently best served by having one person serve as chairman and ceo as it allows for a bridge between the board and management and provides critical leadership for carrying out the company's strategic initiatives and confronting its challenges. mr. liveris' service as chairman facilitates the board decision- making process because mr. liveris has first- hand knowledge of the company's operations and the major issues facing the company, and he chairs the board meetings where the board discusses strategic and business issues. mr. liveris is the only member of executive management who is also a director. as part of the decision to elect mr. liveris as chairman, the independent directors on the board have elected dr. stern as the presiding director with clearly defined leadership authority and responsibilities. among other responsibilities, the presiding director works with the chairman to call board meetings, set the board agenda and determine the appropriate materials to be provided to the directors. he leads executive sessions of the board, facilitates communication between the board and management, and serves as focal point for stockholder communications addressed to independent directors. the presiding director may retain outside professionals on behalf of the board as the board may determine is necessary and appropriate. contact information for the presiding director is shown below under ""communication with directors"". the election of mr. liveris as both chairman and ceo promotes unified leadership and direction for the board and executive management. the appointment of the presiding director and the use of executive sessions of the board, along with the board's strong committee system consisting solely of independent directors and substantial majority of independent directors, allows the board to maintain effective risk oversight and provides that independent directors oversee such critical items as the company's financial statements, executive compensation, the selection and evaluation of directors and the development and implementation of our corporate governance programs",1
102,29989,2010,"our board of directors currently consists of 12 directors: 10 independent or outside directors, our chairman of the board (bruce crawford) and our president and chief executive officer (john d. wren). each director stands for election annually. biographical information and information about the committees on which our directors serve is included below in the section entitled ""items to be voted on: item 1 - election of directors."" we have maintained a separate chairman of the board and ceo since january 1, 1997, and we treat those positions as separate and distinct. the ceo is responsible for the overall execution of the company's strategy. the chairman of the board provides guidance and mentorship to the ceo, and presides over meetings of the full board. we believe that this leadership structure enhances the accountability of the ceo to the board and strengthens the board's independence from management. our chairman of the board, bruce crawford, has tremendous experience both with omnicom and in advertising. he began his career in advertising in 1956 and, in 1963, he joined bbdo worldwide. he held a variety of high- level positions at bbdo, including that of president and ceo. he was omnicom's president and ceo from 1989 until 1995, when he became omnicom's chairman of the board and ceo. upon mr. wren's appointment as president and chief executive officer in 1997, mr. crawford resigned from his role as ceo, while remaining chairman of the board as well as an executive officer. our board has determined that mr. crawford's continued role as chairman of the board allows us to further benefit from the depth of mr. crawford's prior experience and helps us preserve our distinctive culture and history. mr. wren is a member of the board in addition to being our president and ceo. separating the roles of ceo and chairman of the board allows mr. wren to focus his efforts on running our business and managing the company in the best interests of our stockholders. we believe our ceo and our chairman of the board have an excellent working relationship that has allowed mr. wren to focus on our company's challenges. our governance committee oversees the evaluation of the board and makes recommendations to the board with respect to the board's performance and standards and procedures for review of the board's performance. our governance committee is tasked with evaluating and making recommendations to the board with respect to the functions of our board committees including their structure, responsibilities, performance and composition. our board believes that the current board leadership structure is best for the company and its stockholders at this time. our outside directors are alan r. batkin, robert charles clark, leonard s. coleman, jr., errol m. cook, susan s. denison, michael a. henning, john r. murphy, john r. purcell, linda johnson rice and gary l. roubos. our board has determined that all of our outside directors are ""independent"" within the meaning of the rules of the new york stock exchange, inc. (""nyse""), as well as under our corporate governance guidelines. our corporate governance guidelines are posted on our website at http://www.omnicomgroup.com. in determining that each of our outside directors is independent, the board of directors took into consideration the answers to annual questionnaires completed by each of the directors, which covered any transactions with director- affiliated entities. the board also considered that omnicom and its subsidiaries occasionally and in the ordinary course of business, sell products and services to, and/or purchase products and services from, entities (including charitable foundations) with which certain directors are affiliated. the board determined that these transactions were not material to omnicom or the entity and that none of our directors had a material interest in the transactions with these entities. the board therefore determined that none of these relationships impaired the independence of any outside director. as a matter of policy, the independent non- management directors regularly meet in executive session, without management present. they met six times in 2009. our board has appointed mr. purcell, the chairman of our governance committee, to preside over executive sessions of the board. the board encourages stock ownership by directors and senior managers. directors may elect to receive some or all of their cash director compensation in our common stock. information about stock ownership by our directors and executive officers is included below in the section entitled ""stock ownership"", information about stock ownership guidelines for our named executive officers is included below in the section entitled ""executive",0
103,29989,2012," we have maintained a separate  cotb  and ceo since january 1, 1997, and we treat those positions as separate and distinct. the ceo is responsible for the overall execution of the company's strategy. the  cotb  provides guidance and mentorship to the ceo , and presides over meetings of the full board. we believe that this leadership structure enhances the accountability of the ceo to the board and strengthens the board's independence from management. mr. wren is a member of the board in addition to being our president and ceo . separating the roles of ceo and  cotb  allows mr. wren to focus his efforts on running our business and managing the company in the best interests of our shareholders. the company's management is responsible for day-to-day risk management. the ceo , cfo and general counsel periodically report on the company's risk management policies and practices to relevant board committees and to the full board. our treasury, legal, controller and internal audit functions work with management at the agency level, serving as the primary monitoring and testing function for company-wide policies and procedures, and managing the day-to-day oversight of risk management strategy for the ongoing business of the company. we believe the division of risk management responsibilities described above is an effective approach for addressing the risks facing the company and that our board leadership structure supports our approach. the board of directors has considered this proposal and concluded that its adoption is unnecessary in light of omnicom's existing and active commitment to diversity and not in the best interests of our shareholders. accordingly, the board for the above reasons, the board of directors does not believe that it is in the best interests of omnicom or its shareholders to adopt this proposal. doing so is unnecessary in light of omnicom's existing and active commitment to diversity and not in the best interests of our shareholders.",0
104,29989,2012,"we have maintained a separate chairman of the board and ceo since january 1, 1997, and we treat those positions as separate and distinct. the ceo is responsible for the overall execution of the company's strategy. the chairman of the board provides guidance and mentorship to the ceo, and presides over meetings of the full board. we believe that this leadership structure enhances the accountability of the ceo to the board and strengthens the board's independence from management. our chairman of the board, bruce crawford, has tremendous experience both with omnicom and in advertising. he began his career in advertising in 1956 and, in 1963, he joined bbdo worldwide. he held a variety of high-level positions at bbdo, including that of president and ceo. he was omnicom's president and ceo from 1989 until 1995, when he became omnicom's chairman of the board and ceo. upon mr. wren's appointment as president and chief executive officer in 1997, mr. crawford resigned from his role as ceo, while remaining chairman of the board as well as an executive officer. our board has determined that mr. crawford's continued role as chairman of the board allows us to further benefit from the depth of mr. crawford's prior experience and helps us preserve our distinctive culture and history. mr. wren is a member of the board in addition to being our president and ceo. separating the roles of ceo and chairman of the board allows mr. wren to focus his efforts on running our business and managing the company in the best interests of our shareholders. we believe our ceo and our chairman of the board have an excellent working relationship that has allowed mr. wren to focus on our company's successful performance. our governance committee oversees the evaluation of the board and makes recommendations to the board with respect to the board's performance and standards and procedures for review of the board's performance. our governance committee is tasked with evaluating and making recommendations to the board with respect to the functions of our board committees including their structure, responsibilities, performance and composition. our board believes that the current board leadership structure is best for the company and its shareholders at this time.",0
105,30554,2011,"the positions of chair of the board and ceo are held by the same person, except in specific circumstances. at this time, the board believes that the best interests of the company are served by having a single chair/ ceo  . the board has determined that, except for e. j. kullman, chair and  ceo , each of the nominees and each other person who served as director during 2010 is or was, as the case may be, independent within the independence requirements of the new york stock exchange listing standards and in accordance with the guidelines for determining the independence of dupont directors set forth in the board's corporate governance guidelines. see pages 3-7. as ceo of the company, mrs. kullman is best suited to ensure that critical business issues are brought before the board, which enhances the board's ability to oversee the development and implementation of business strategies and the company's risk management efforts. the board believes that the company is typically best served by combining the role of chair and  ceo . for a discussion of the board's leadership structure, refer to page 11 of this proxy statement. after careful consideration, our board of directors recommends that the shareholder 'say on executive pay' vote occur annually. an annual vote would be in the best interests of our shareholders because it would allow for ongoing input, provide more frequent interaction and foster a better understanding of our programs. our recommendation for an annual vote is also indicative of the strong belief that we have in our executive compensation programs and their effectiveness. although stockholders already have an efficient means of communicating with the board regarding executive compensation matters (see page 10 under the heading 'communications with the board and directors'), providing shareholders with an annual say on pay vote is consistent with that approach to shareholder communication. ",1
106,30554,2011,"the positions of chair of the board and ceo are held by the same person, except in specific circumstances. at this time, the board believes that the best interests of the company are served by having a single chair/ceo. the chair establishes the agenda for board meetings, in conjunction with the chairs of the board committees. as ceo, the chair is best suited to ensure that critical business issues are brought before the board, which enhances the board's ability to develop and implement business strategies and oversee the company's risk management efforts. the board appreciates that any advantages gained by having a single chair/ceo must be weighed against any associated independence concerns. however, the company has implemented adequate safeguards to address those concerns. regularly scheduled board meetings include a session of all directors and the ceo. each director is an equal participant in each decision made by the full board. in addition, the board meets in regularly scheduled executive sessions without the participation of the ceo or other senior executives. the presiding director is generally the chair of the corporate governance committee, unless there is a matter within the responsibility of another committee, such as ceo evaluation and compensation, when the chair of the responsible committee presides. the presiding director also serves as liaison between the chair and independent directors and has authority to call meetings of the independent directors. eleven of the board's twelve directors are independent directors in accordance with the standards of independence of the new york stock exchange and as described in the corporate governance guidelines. the corporate governance committee as well as the board annually reviews relationships that directors may have with the company to make a determination of whether there are any material relationships that would preclude a director from being independent. directors have access to the company's management. as necessary and appropriate, the board and its committees may also retain outside legal, financial or other advisors",1
107,30554,2012,"the positions of chair of the board and ceo are held by the same person, except in specific circumstances. at this time, the board believes that the best interests of the company are served by having a single chair/ceo. the chair establishes the agenda for board meetings, in conjunction with the chairs of the board committees. although directors are also encouraged to suggest items for inclusion on the agenda and may raise subjects not specifically on the agenda, the board believes that generally, as ceo, the chair is best suited to ensure critical business issues are brought before the board, enhancing the board's ability to consider, evaluate and maintain oversight over business strategies and the company's risk management efforts. ",1
108,30625,2010," the board has determined that, other than mark a. blinn, the company's president and  ceo , each member of the board, including all other persons nominated for re-election, meet the independence standards set forth in the applicable rules of the sec and the nyse corporate governance listing standards. we believe that mr. sheehan is well qualified to serve as a director due to his extensive knowledge of industrial manufacturing and cyclical end-markets that, when combined with his prior service as the company's interim president and  ceo , provides intimate familiarity with industrial challenges and opportunities faced by the company. in addition to his board experience, mr. sheehan also has corporate development expertise, financial markets knowledge and strategic planning expertise. ",0
109,30625,2011,"the positions of chairman of the board and chief executive officer have been separated at the company since 2005. james o. rollans, the company's current non-executive chairman of the board, presides over the meetings of the board, including executive sessions of the board where only non-employee directors are present. he reviews and approves the agendas for board meetings, among his other duties as chairman of the board. he also serves as a member of the audit committee, as a member of the corporate governance and nominating committee and as an alternate member for all other board committees. mr. rollans strives to attend all committee meetings when possible. we currently believe that separating the positions of chairman of the board and chief executive officer is most appropriate for the company because it places an independent director in a position of leadership on the board. we believe this independent leadership and the non-executive chairman's authority to call meetings of the non-employee directors adds value to our shareholders by facilitating a more efficient exercise of the board's fiduciary duties in the current structure. we also believe the non-executive chairman further enhances independent oversight by being responsible for establishing the board's annual schedule and collaborating with the chief executive officer on the agendas for all board meetings. the separation of chairman and chief executive officer also allows the non-executive chairman to provide support and advice to the chief executive officer, reinforcing the reporting relationship, and accountability, of the chief executive officer to the board. ",0
110,31235,2011,"the option of one year, two years or three years that receives the highest number of votes cast by shareholders will be the frequency for the advisory vote on executive compensation that has been selected by shareholders. however, because this vote is advisory and is not binding on the board of directors, the board may decide that it is in the best interests of our shareholders and the company to hold an advisory vote on executive compensation more or less frequently than the option approved by our shareholders. the board has determined that each of the following directors has no material relationship with the company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the company) and is independent under the company's director independence standards and, therefore, is independent within the meaning of the nyse's listing standards and the rules of the sec: richard s. braddock, herald y. chen, adam h. clammer, timothy m. donahue, michael j. hawley, william h. hernandez, douglas r. lebda, debra l. lee, kyle p. legg, delano e. lewis, william g. parrett, joel seligman, dennis f. strigl and laura d andrea tyson. the remaining director, antonio m. perez,  cotb  and ceo , is an employee of the company and, therefore, is not independent. the board recognizes that one of its key responsibilities is to determine the most appropriate leadership structure for the company and to ensure independent oversight of management. antonio m. perez has served as ceo and  cotb  since 2005. the board continuously evaluates whether this is the optimal leadership structure for the company. the board believes that mr. perez should continue to serve as  cotb  in addition to his role as ceo because it is essential that the board include at least one member who leads the development of the company's strategies and ensures alignment with management on the execution of those strategies. this level of interaction between the board and mr. perez is particularly important as the company seeks to complete its transformation and expand its four digital growth businesses.",1
111,31277,2012,"our governance structure follows a successful leadership model under which our chief executive officer also serves as chairman of the board. recognizing that different leadership models may work well for other companies at different times depending upon individual circumstances, we believe that our company has been well-served by the combined chief executive officer and chairman leadership structure, and that this approach has continued to be highly effective with the addition of a lead director. we believe we have greatly benefited from having a single person setting the tone and direction for the company and having primary responsibility for managing our operations, while allowing the board to carry out its oversight responsibilities with the equal involvement of each independent director. our board is comprised exclusively of independent directors, except for our chairman. of our ten non-employee directors, five are currently serving or have served as a ceo of a publicly-traded company. the audit, compensation and organization, finance and governance committees are chaired by independent directors. our chairman and chief executive officer has benefited from the extensive leadership experience of our board of directors. annually, the board evaluates the leadership structure and it will continue to do so as circumstances change, including when a new chief executive officer is elected. in its january 2012 annual evaluation, the board concluded that the current leadership structure under which our chief executive officer serves as chairman of the board, our board committees are chaired by independent directors, and a lead director assumes specified responsibilities on behalf of the independent directors remains the optimal board leadership structure for our company and our shareholders at the present time. ",1
112,31791,2012,"our board of directors selects a chairman of the board by evaluating the criteria and using a process that the board considers to be in the best interests of the company and its shareholders, pursuant to our corporate governance guidelines. our board of directors does not have a fixed policy on whether the chief executive officer and chairman should be separate positions or whether the chairman should be an employee or non-employee. currently, mr. friel serves as our chairman and chief executive officer. mr. friel has in-depth knowledge of the issues and opportunities facing the company, allowing him to effectively develop agendas designed to focus the board's time and attention on the most critical matters, while also leading the discussion of those matters and ultimately the execution of the resulting strategic initiatives. the combined role promotes decisive leadership and clear accountability. our corporate governance guidelines require that if the chief executive officer is also chairman, then there should be a lead director elected annually by the board from the independent directors. the chair of the nominating and corporate governance committee leads an annual process for electing a lead director. mr. lopardo currently serves as our lead director. the primary responsibilities of the lead director include communication with the chief executive officer, initiating and chairing meetings of the independent directors, and counseling the chief executive officer and directors as needed. our board holds executive sessions of the independent directors preceding or following each regularly scheduled board meeting. we believe the current leadership structure, which combines mr. friel's more than ten years of executive experience with the company in a variety of key leadership roles with mr. lopardo's demonstrated acumen for business leadership, allows the chairman and chief executive officer to set the overall direction of the company and provide day-to-day leadership, while having the benefit of the lead director's counsel and corporate governance experience. ",1
113,31791,2012,"our board of directors selects a  cotb  by evaluating the criteria and using a process that the board considers to be in the best interests of the company and its shareholders, pursuant to our corporate governance guidelines. our board of directors does not have a fixed policy on whether the ceo and  cotb  should be separate positions or whether the  cotb  should be an employee or non-employee. currently, mr. friel serves as our  cotb  and  ceo . mr. friel has in-depth knowledge of the issues and opportunities facing the company, allowing him to effectively develop agendas designed to focus the board's time and attention on the most critical matters, while also leading the discussion of those matters and ultimately the execution of the resulting strategic initiatives. the combined role promotes decisive leadership and clear accountability. our corporate governance guidelines require that if the ceo is also  cotb , then there should be a lead director elected annually by the board from the independent directors. the chair of the nominating and corporate governance committee leads an annual process for electing a lead director. mr. lopardo currently serves as our lead director. the primary responsibilities of the lead director include communication with the  ceo , initiating and chairing meetings of the independent directors, and counseling the ceo and directors as needed. our board holds executive sessions of the independent directors preceding or following each regularly scheduled board meeting. we believe the current leadership structure, which combines mr. friel's thirteen years of executive experience with the company in a variety of key leadership roles with mr. lopardo's demonstrated acumen for business leadership, allows the  cotb  and ceo to set the overall direction of the company and provide day-to-day leadership, while having the benefit of the lead director's counsel and corporate governance experience. ",1
114,31978,2012,"although not required by our bylaws, since 1996, the offices of  cotb  and ceo ( ceo ) of the company have been held by different individuals. the  cotb  of our board, mr. heitz, is an independent director. our interim ceo , mr. shockley, is the only member of management on the board. we believe that this leadership structure enhances the accountability of the ceo to the board and strengthens the board's independence from management. ",0
115,32166,2011,"our board currently does not separate the role of  cotb  from the role of our  ceo . our board believes that this gives us the benefits of the experience and knowledge of our  ceo , who has been overseeing our operations for over 32 years. karen j. curtin, who is an independent director (under nasdaq listing standards), is our lead director. the lead director of the board is chosen by the independent directors of the board, and has the general responsibility to preside at all meetings of the board when the  cotb  is not present and during executive sessions of the independent directors, as well as to assist in developing agendas for meetings of the board. ms. curtin has served as our lead director since april 2009. we believe that having a lead independent director provides additional oversight over the decisions of our management and places additional control in the hands of our independent directors. our board believes that this structure combines experience and accountability with effective oversight. each committee of our board is responsible for evaluating certain risks and overseeing the management of such risks. our compensation committee is responsible for overseeing the management of risks relating to our executive compensation plans and arrangements. our audit committee oversees the process by which our senior management and the relevant departments assess and manage our exposure to, and management of, financial risks as well as potential conflicts of interest. our nominating committee manages risks associated with the independence of our board. our entire board is regularly informed about these risks, oversees the management of these risks and regularly reviews information regarding our operations and finances as well as our strategic direction.",1
116,32198,2010,"the board believes that it can most effectively meet its responsibilities for supervising and evaluating the ceo , and for encouraging free and open communication among the non-employee directors, by separating the offices of ceo and  cotb , and has maintained this structure since 2001. further, this structure permits the ceo to focus on the management of the company's operations. at the present time, the company's ceo is not a member of the board of directors, and he is not a nominee for election at the annual meeting, because of a potential conflict between his canadian citizenship and requirements for maintaining the company's clearance to perform classified work for the us department of defense, pending reorganization of the defense & space division, as discussed further in the following paragraphs. in discharging its responsibilities, the board maintains various committees, as follows:",0
117,32604,2012,"the board believes that it should have the flexibility to make the determination of whether the same person should serve as both the chief executive officer and chairman of the board at any given point in time, or if the roles should be separate. the company has in the past combined the functions of chairman of the board with those of the chief executive officer and has also separated those positions. the board bases this determination on the way that it believes is best to provide appropriate leadership for the company at the time. the board believes that its current leadership structure, with mr. farr serving as both chief executive officer and as chairman of the board, as well as chairman of our executive committee, is appropriate given mr. farr's past success and extensive experience serving in these roles, the efficiencies of having the chief executive officer also serve in the role of chairman, the company's strong corporate governance structure and the company's financial success under mr. farr's leadership. as a result, our bylaws currently require that our chairman shall also be our chief executive officer. the board has not found it necessary to designate a lead director from among the non-management directors. however, as discussed above, the board does have an annual rotation of independent directors who serve as discussion leaders to preside at the periodic meetings of non-management directors. the chairman and chief executive officer consults periodically with the discussion leader and the chairs of our other board committees, all of whom are independent, on board matters and on issues facing the company. in addition, the discussion leader presides at an executive session of non-management directors at each regularly scheduled board meeting. ",1
118,33185,2011,"in accordance with our bylaws, the board elects our ceo and our chairman of the board, and each of these positions may be held by the same person or may be held by two persons. under the board's mission statement and guidelines on significant corporate governance issues (the corporate governance guidelines ), the board does not have a policy, one way or another, on whether the roles of the chairman and the ceo should be separate and, if it is to be separate, whether the chairman should be selected from among the non-employee directors or be an employee. if the chairman is not an independent director, however, the corporate governance guidelines require that a presiding director shall be recommended by the governance committee and elected by a majority of independent directors. the governance committee charter provides that it shall recommend to the board the corporate governance structure of the company. the chairman of the board is responsible for chairing board and shareholder meetings, setting the agenda for board meetings and providing information to the board members in advance of meetings and between meetings. the duties of the presiding director as provided in the corporate governance guidelines were enhanced by the board in november 2010 and include: advising the chairman and ceo of decisions reached, and suggestions made, at the executive sessions of the non-employee directors; calling meetings of the non-employee directors; presiding at each board meeting at which the chairman is not present; reviewing and approving the agenda, schedule and materials for board meetings; facilitating communication between the non-employee directors and the chairman and ceo; meeting directly with management and non-management employees of the company; and if requested by major shareholders, being available for consultation and direct communication. all directors may interact directly with the chairman and ceo and provide input on presentations by management at board and committee meetings, and each has complete access to our management and employees. the governance committee and the board have determined that our current board structure, combining the chairman and ceo positions and utilizing a presiding director, is the most appropriate leadership structure for the company and its shareholders at the present time. combining the chairman and ceo roles fosters clear accountability, effective decision-making, alignment with corporate strategy, direct oversight of management, full engagement of the independent directors, and continuity of leadership. as the officer ultimately responsible for the day-to-day operation of the company and for execution of its strategy, the board believes that the ceo is the director best qualified to act as chairman of the board and to lead board discussions regarding the performance of the company. the company's governance practices provide for strong independent leadership and oversight, independent discussion among directors, and independent evaluation of, and communication with, members of our senior leadership team. these governance practices are reflected in the corporate governance guidelines and the various charters of the board committees which are described below. some of the relevant practices include: the annual election by the independent directors of a presiding director with clearly defined leadership authority and responsibilities. at each regularly scheduled board meeting, the non-management directors meet in executive session and deliberate on matters such as ceo succession planning and performance. our corporate governance guidelines were revised by the board in 2010 to require that a substantial majority of our board be independent. eight of our nine current directors are independent, which is substantially above the nyse requirement that a majority of directors be independent. each director is an equal participant in decisions made by the full board. all of our board committees are comprised of independent directors. the company is phasing in the annual election of each director by our shareholders to enhance accountability to our shareholders. ",1
119,33185,2012,"the governance committee and the board have determined that our current board structure, combining the chairman and ceo positions and utilizing a presiding director, is the most appropriate leadership structure for the company and its shareholders at the present time. combining the chairman and ceo roles fosters clear accountability, effective decision-making, alignment with corporate strategy, direct oversight of management, full engagement of the independent directors, and continuity of leadership. as the officer ultimately responsible for the day-to-day operation of the company and for execution of its strategy, the board believes that the ceo is the director best qualified to act as chairman of the board and to lead board discussions regarding the performance of the company. ",1
120,33185,2014," the board believes in the value of an active, independent presiding director. the duties of the presiding director include chairing executive sessions of the board, calling meetings of the non-employee directors, reviewing and approving agenda, schedule and materials for board meetings, facilitating communication between the non-employee directors and the  cotb  and ceo , meeting directly with management and non-management employees of the company, and being available for consultation and direct communication with shareholders as appropriate. the governance committee and the board have determined that our current board structure, combining the  cotb  and ceo positions and utilizing a presiding director, is the most appropriate leadership structure for the company and its shareholders at the present time. combining the  cotb  and ceo roles fosters clear accountability, effective decision-making, alignment with corporate strategy, direct oversight of management, full engagement of the independent directors and continuity of leadership. as the officer ultimately responsible for the day-to-day operation of the company and for execution of its strategy, the board believes that the ceo is the director best qualified to act as  cotb  and to lead board discussions regarding the performance of the company. ",1
121,33619,2012,"information as to each nominee and each director whose term will continue after the 2012 annual meeting is provided below. unless otherwise instructed, it is the intention of the persons named in the accompanying proxy to vote shares represented by properly executed proxies for the election of the nominees named below. the board of directors knows of no reason why any of its nominees will be unable or unwilling to serve. if any nominee becomes unavailable to serve, the board of directors intends for the persons named as proxies to vote for the election of such other persons, if any, as the board of directors may recommend.",0
122,34067,2013," the board has determined that five of our eight current directors, messrs. cohen, ferris, graff, hueber and munera, all of whom are nominated for re-election, are 'independent' directors under the rules promulgated by the securities and exchange commission ('sec') and the applicable rules of the nasdaq. in making its determinations of independence, in addition to consideration of the relevant sec and nasdaq rules, the board considered factors for each director such as any other directorships, any employment or consulting arrangements, and any relationship with our customers or suppliers. the board determined that there were no related-party transactions or other relationships that needed to be considered in evaluating whether these directors are 'independent.' mr. longe, our president and  ceo , mr. cariou, our former president and  ceo , and mr. rospek, the former chief executive of our dynaenergetics subsidiary, are the only board members who are not independent based on these criteria. the company does not have a policy on whether the  cotb  and ceo positions should be separate or combined. currently we have separated the positions of  cotb  and  ceo . our ceo is responsible for setting the strategic direction for the company and the day to day leadership and performance of the company, while our  cotb  provides guidance to the ceo and sets the agenda for board meetings and presides over meetings of the full board. ",0
123,34408,2011,"mr. levine serves as our chairman of the board and chief executive officer. the company does not have a policy regarding whether the chairman and ceo roles should be combined or separated. rather, the company's corporate governance guidelines retain flexibility for the board to determine whether those roles should be combined or separated in light of prevailing circumstances. the board periodically reviews the appropriateness and effectiveness of its leadership structure given numerous factors. the board believes that having mr. levine serve as both chairman and ceo, coupled with strong independent director leadership, is the most appropriate and effective board leadership structure for the company at this time. a number of factors support the current leadership structure. mr. levine has more than 25 years of experience in the retail industry, and has served as the chairman and ceo of the company for the past eight years. the board believes that mr. levine's in-depth knowledge of the retail industry and of the businesses and operations of the company best equips him to lead board meetings as the directors discuss key business and strategic matters and best equips him to focus the board on the most critical issues. the board believes the current combined chairman and ceo structure has promoted decisive leadership, ensured clear accountability and enhanced our ability to communicate with a single and consistent voice to stockholders, customers, team members and other stakeholders. during the eight years mr. levine has served as both chairman and ceo, the company has enhanced shareholder value and improved performance in many critical financial metrics, including earnings per diluted share, return on shareholders equity and inventory productivity. in addition, the board believes that other aspects of the current leadership structure and corporate governance guidelines ensure effective independent board leadership and oversight of management. for example, the board regularly meets in executive session without the ceo or any other members of management present, and the independent lead director presides at such sessions and coordinates the activities of the independent directors. the independent lead director also acts as a liaison between the board and the chairman of the board and performs other duties set forth in the company's corporate governance guidelines. in accordance with the company's corporate governance guidelines, the chairman of the board consults with the lead director regarding the yearly schedule and agendas for board meetings. as a matter of practice, the chairman elicits input from the independent directors as to the matters they would like covered at the meetings and the information they would find most helpful in their deliberations and decision-making. strong independent director leadership is also enhanced by the fact that the board's audit, compensation and nominating/corporate governance committees are composed solely of, and chaired by, independent directors. in sum, the company's existing board leadership structure strikes an effective balance between strong, strategically advantageous chairman and ceo leadership and appropriate oversight of management provided by strong independent directors. the combined chairman and ceo structure has served the company and its stockholders well and remains the most appropriate leadership structure for the company at this time. the board believes that its programs for overseeing risk, as described under the board's role in risk oversight below, would be effective under a variety of leadership frameworks and therefore do not materially affect its choice of structure. ",1
124,34563,2010,"although the roles of  cotb  and ceo are currently filled by different individuals, no single leadership model is right for all companies at all times, and the company has no bylaw or policy in place that mandates this leadership structure. accordingly, the board of directors periodically evaluates its leadership structure to ensure that it remains the optimal structure for the company and its stockholders. the board of directors recognizes that although risk management is primarily the responsibility of the company's management team, the board plays a critical role in the oversight of risk. the board believes that an important part of its responsibilities is to assess the major risks which the company faces and review the company's options for monitoring and controlling these risks. the board has delegated to the audit committee responsibility for oversight of risks associated with financial accounting and audits, internal control over financial reporting and the company's major financial risk exposures, including risks relating to pension plan investments, commodity risk and hedging programs. the compensation committee oversees the risks relating to the company's compensation policies and practices, as well as management development and leadership succession at the company. at each regular meeting, or more frequently as needed, the board of directors considers reports from the audit committee and compensation committee which provide detail on risk management issues and management's response. the board of directors as a whole examines specific business risks in its periodic reviews of the individual business units and also on a company-wide basis as part of its regular reviews, including as part of the strategic planning process and annual budget review and approval. outside of formal meetings, the board and its committees have regular access to senior executives, including the company's ceo and chief financial officer. the company believes that its leadership structure promotes effective board oversight of risk management because the board directly, and through its various committees, is regularly provided by management with the information necessary to appropriately monitor, evaluate and assess the company's overall risk management, and all directors are actively involved in the risk oversight function. ",0
125,34903,2011,"during 2010, the board of trustees held nine meetings, four of which were designated solely for attendance by the non-management trustees. in addition, the non-management trustees (all of whom are independent) held four executive sessions at the meetings that were open for participation by all trustees. mr. vassalluzzo, the non-executive  cotb , presided over all board meetings as well as all executive sessions of the non-management trustees during 2010. the non-executive  cotb  is expected to preside over all future board meetings and executive sessions of non-management trustees. since 2003, we have operated under a governance structure where the  cotb  and ceo are separate positions held by different individuals. at its meetings in february 2010 and 2011, the board discussed whether this structure was still the best structure for us and concluded that it was. having the board operate under the leadership and direction of someone independent from management provides the board with the most appropriate mechanism to fulfill its oversight responsibilities and hold management accountable for the performance of the trust. it also allows our ceo to focus his time on running our day-to-day business. the board believes that one of the most important attributes for the board is independence from management and that belief has been reflected in the separation of the  cotb  and ceo roles as well as in our corporate governance guidelines which permit no more than one member of the board to be a non-independent trustee. ",0
126,35527,2012,"the same person does not serve as the company's chief executive officer and chairman. the company's chairman is a non-executive director and the company also uses an independent lead director who serves as the chair of its nominating and corporate governance committee. the board believes that the company's shareholders are best served by a board that has the flexibility to establish a leadership structure that fits the needs of the company at any particular point in time. under the company's code of regulations and corporate governance guidelines, the board of directors has the authority to combine or separate the positions of chairman and chief executive officer as well as determine whether, if the positions are separated, the chairman is an affiliated director or an independent director. the board believes this structure is appropriate at the current time in order to allow the chairman to provide support and guidance to the chief executive officer while also allowing the board to have a separate director handle governance matters and coordinate meetings of independent directors. these decision were based, in part, on the qualifications of the individuals serving in these roles including the experience of the chairman as the former chairman of the federal deposit insurance corporation and the experience of the lead director as the chief executive officer of a global manufacturing organization. from time to time the board may consider combining the role of chairman and chief executive officer or discontinuing its use of its lead director. these decisions will be dependent on the make-up of the board at that time, the availability and willingness of candidates for chairman and/or lead director who meet any expertise and experience criteria and qualifications indentified by the board, as well as other factors. ",0
127,36029,2016,"board leadership structure and role in risk oversight we are committed to a strong, independent board of directors and believe that objective oversight of the performance of our management is a critical aspect of effective corporate governance. as described under director independence below, we believe that all of our directors are independent with the exception of mr. dueser given his position as  COTB , president and  CEO . with the exception of our executive committee, which mr. dueser chairs, all of our committees are comprised solely of and chaired by independent directors. in addition, at each regularly scheduled board meeting, the non-management directors meet in executive session without management directors. we do not have an independent  COTB . mr. dueser serves as our  COTB . although the board of directors has considered appointing an independent  COTB , the board concluded that mr. dueser's leadership has served the company and its shareholders well, as he is intimately familiar with all aspects of the company's operations and provides the board of directors with effective oversight of management. the board of directors, together with the audit, executive, nominating/corporate governance and compensation committees of the board, coordinate with each other to provide enterprise-wide oversight of our management and handling of risk. these committees report regularly to the entire board of directors on risk-related matters and provide the board of directors with integrated insight about our management of strategic, credit, interest rate, financial reporting, technology, liquidity, compliance, operational and reputational risks. in addition each of our subsidiary banks have their own board of directors and audit, loan and asset liability management committees, which provide risk management at each of their respective banks. the management and boards of directors of our subsidiary banks also provide reports to our management and boards of directors regarding risk management. in addition, the consolidation of the management of our securities portfolio, loan review, internal audit, compliance and asset liability/liquidity management at the holding company level provides additional risk oversight which further mitigates overall risk to the company. while we have not developed an enterprise-wide risk statement, the board of directors believes that sound credit underwriting to manage credit risk and a conservative investment portfolio to manage liquidity and interest rate risk contribute to an effective oversight of the company's risk. at meetings of the board of directors and its committees, directors receive regular updates from management regarding risk management. the chief credit officer, chief operations officer and chief financial officer, who are responsible for instituting risk management practices that are consistent with our overall business strategy and risk tolerance, report directly to mr. dueser, our CEO , and lead management's risk discussions at board and committee meetings. outside of formal meetings, the board, its committees and individual board members have regular access to senior executives, including the chief credit officer, chief operations officer and chief financial officer. ",0
128,36104,2012,"our board has carefully considered the critical issue of board leadership. in the context of risk management, the leadership of each of the committees that is primarily responsible for risk management is vested in an independent committee chair. with regard to the leadership of the meetings of the full board, our board of directors has adopted a flexible policy regarding the issue of whether the positions of  cotb  and ceo should be separate or combined. this policy allows the board to evaluate regularly whether the company is best served at any particular time by having the ceo or another director hold the position of  cotb . if the position of  cotb  is not held by an independent director, an independent lead director is elected with powers virtually identical to those of an independent  cotb . at this time, mr. davis serves as  cotb  and as ceo. the board believes there are a number of important advantages to combining the positions of  cotb  and ceo at this time. critically, it most effectively utilizes mr. davis's extensive experience and knowledge regarding the company and provides for the most efficient leadership of our board and company. mr. davis, with over 18 years experience at u.s. bancorp, including over seven years as president and over five years as ceo, has the knowledge, expertise and experience to understand and clearly articulate to the board the opportunities and risks facing u.s. bancorp and to lead discussions on important matters affecting our business. the board believes that combining the ceo and  cotb  positions creates a firm link between management and the board and helps the board respond quickly and effectively to the many business, market and regulatory challenges resulting from the rapidly changing financial services industry. mr. davis's service as  cotb  also provides clarity of leadership for the company and more effectively allows the company to present its vision and strategy in a unified voice. ",1
129,36270,2010,"mr. wilmers serves as the chairman of the board and the chief executive officer of m&t bank corporation. he has held the post of chief executive officer for the past 27 years, excluding a period of 18 months during which mr. sadler held such title. he has also served as chairman of the board for the majority of these years. in light of mr. wilmers' significant leadership tenure with the organization, and the fact that he led the company through its growth from a local community bank to one of the top 20 largest commercial banking institutions in the country, the company believes this is an appropriate structure for leadership of the board of directors as it fosters, among other matters, effective decision- making and clear accountability. mr. pereira serves as the lead independent director, a position which he has held for over six years. as the lead independent director, mr. pereira presides over the executive sessions of the non- management directors of m&t bank corporation. the board of directors has delegated its risk oversight duties to the audit and risk committee. the board of directors receives reports from the audit and risk committee at each of its meetings. further, the enterprise wide risk management committee of m&t bank, which is the primary management- level risk committee, and the risk management officer make regular reports directly to the audit and risk committee.",1
130,36270,2011,"mr. wilmers serves as the chairman of the board and the chief executive officer of m&t bank corporation. he has held the post of chief executive officer for the past 28 years, excluding a period of 18 months during which mr. sadler held such title. he has also served as chairman of the board for the majority of these years. in light of mr. wilmers significant leadership tenure with the organization, and the fact that he led the company through its growth from a local community bank to one of the top 20 largest commercial banking institutions in the country, the company believes this is an appropriate structure for leadership of the board of directors as it fosters, among other matters, effective decision-making and clear accountability. mr. pereira serves as the lead independent director, a position which he has held for over seven years. as the lead independent director, mr. pereira presides over the executive sessions of the non-management directors of m&t bank corporation. ",1
131,36966,2012,"we believe that our current board leadership structure, with a combined ceo and chairman position, is most appropriate for our company at this time. given the challenging economic and regulatory environment we face and the headwinds created by a strategy pursued by former management, we have re- focused on our regional banking and capital markets businesses, endeavoring to control what is controllable and to prepare for what is not. we believe that combining the roles of ceo and chairman facilitates our prudent management of the company in this environment. holding both roles best positions mr. jordan as ceo and chairman to be aware of major issues facing the company on a day-to-day and long-term basis and to identify key risks and developments facing the company that should be brought to the board's attention. the combined role also provides a single point of leadership for the company at a time when it is crucial for the company to maintain a unified message and strategic direction. the combined ceo/chairman position is counterbalanced by our strong lead director position, currently held by mr. martin, a long-time director and chair of the executive & risk committee. the lead director, who has the responsibilities described above, provides an independent voice on issues facing the company and ensures that key issues are brought to the board's attention. the board and its committees also regularly hold executive sessions presided over by the lead director or committee chairs with no members of management present, thereby providing an opportunity for the independent directors to discuss their views freely. there were four such executive sessions of the board during 2011. the board itself has a high degree of independence, with all ten of the non-employee directors who are standing for election qualifying as independent under the nyse listing standards. we recognize that different board leadership structures may be appropriate for first horizon at different times and in different situations. as part of our board self-evaluation process, the board annually evaluates the company's leadership structure to ensure that it provides the most appropriate structure. as stated in our corporate governance guidelines, the board is free to select its chairman and first horizon's chief executive officer in the manner it considers in the best interests of the company at any given point in time. the board has separated the roles of chairman and ceo in the recent past and will consider doing so in the future should circumstances arise that make such separation appropriate.",1
132,37748,2010,"the board of directors does not have a policy on whether or not the role of the chairman of the board and the chief executive officer should be separate or, if it is to be separate, whether the chairman of the board should be selected from the non-employee directors or be an employee. currently, mr. blankenship serves as our chairman and chief executive officer. mr. blankenship has been our chairman and chief executive officer since november 30, 2000, and chairman and chief executive officer of a. t. massey since 1992. he served as our president since 2000 and a.t. massey's president since 1992, until mr. phillips was elected our and a.t. massey's president in november 2008. in order to assure that the independent directors play a leading role in our current leadership structure, the board of directors has provided for the position of a lead independent director in our corporate governance guidelines. admiral inman currently serves as our lead independent director. in may 2006, the board of directors appointed admiral inman as interim lead independent director. in may 2007, he was appointed for a two-year term as lead independent director and in may 2009, the board of directors reappointed him for an additional two years. in this role as lead independent director, admiral inman is in frequent contact with the chairman of the board and chief executive officer and is regularly consulted on material matters. stockholders and other interested persons may contact the lead independent director in the manner described under communications with the board of directors below. the lead independent director is elected by the independent directors and is responsible for presiding over the executive sessions of the independent directors and any other functions that may be delegated to the position. the lead independent director presides over the meetings of the non-management directors that occur prior to each regularly scheduled meeting of the board of directors. the lead independent director's primary responsibility is to ensure that the board of directors operates independently of management and that directors and stockholders have an independent leadership contact. the lead independent director also has the following additional duties: presides at all meetings of the board of directors at which the chairman of the board is not present, including executive sessions of the independent directors; serves as liaison between the chairman of the board and the independent directors; provides advice and counsel to the chairman of the board on board of directors meeting schedules to assure there is sufficient time for all agenda items; has the authority to call meetings of the independent directors; and is available for consultation and direct communication, under appropriate circumstances, if requested by major stockholders. the board of directors also has six standing committees: the audit, compensation, executive, finance, governance and nominating and safety, environmental and public policy committees. each committee has a separate chairperson and each of the audit, compensation and governance and nominating committees are comprised solely of independent directors. we believe that the current board leadership structure has served us well. as chairman of the board and chief executive officer, mr. blankenship is able to lead and execute strategy and business plans to maximize stockholder value. we believe having mr. blankenship serve as our chairman of the board and chief executive officer provides us with the following additional benefits: minimizes ambiguity concerning who is leading us; makes it clear who is accountable for strategic decisions; and eliminates the potential for conflicts between the chairman of the board and the chief executive officer. given our current circumstances and operating strategies, we believe having a combined chairman of the board and chief executive officer, as well as a lead independent director and independent standing board committees, is the most appropriate structure for us and our stockholders. we believe this structure demonstrates clear leadership to our employees, stockholders and other interested parties and eliminates potential for redundancies and confusion. the lead independent director protects the role of the independent directors by providing leadership to the independent directors and working closely with the chairman of the board. as part of our annual corporate governance and succession planning review, the governance and nominating committee and the board of directors evaluate our board leadership structure to ensure that it is appropriate for us. the board of directors recognizes that there may be circumstances in the future that would lead it to separate the offices of chairman of the board and chief executive officer but believes that the absence of a policy requiring either the separation or combination of the roles of chairman of the board and chief executive officer provides the board of directors with the flexibility to determine the best leadership structure for us. ",1
133,37785,2010,"currently the positions of chairman of the board and chief executive officer of the company are separate. due to the transition in 2010 to a new chief executive officer from outside the company, the board requested that the prior chief executive officer remain as chairman of the board for a limited period of time until his retirement (effective september 30, 2010) to aid with the transition. the board believes that this will provide needed continuity of management and is in the best interest of the company at this time. it is expected that upon mr. walter's retirement, mr. brondeau will be elected chairman. however, the board has also adopted a policy such that if at any time in the future the positions of chairman and chief executive officer are not separate, a lead independent director will be appointed",0
134,37996,2010,"the board of directors has chosen to separate the roles of ceo and chairman of the board of directors. alan mulally is our president and ceo and william clay ford, jr., is chairman of the board of directors as well as our executive chairman. we believe this structure is optimal for ford because it allows mr. mulally to focus on the day- to- day operation of the business, in particular the implementation of our one ford plan, while allowing mr. ford to focus on leadership of the board of directors in addition to providing the company with direction on company- wide issues such as sustainability and stakeholder relationships. furthermore, the board has appointed irvine o. hockaday, jr., as our presiding independent director. we believe this to be an important governance practice given that the chairman of the board, mr. ford, is not an independent director under our corporate governance principles. mr. hockaday chairs the executive sessions of our independent directors and works with mr. ford and mr. mulally to ensure management is adequately addressing the matters identified by the board. this structure optimizes the roles of ceo, chairman, and presiding independent director and provides ford with sound corporate governance practices in the management of its business",0
135,37996,2011,"the board of directors has chosen to separate the roles of ceo and chairman of the board of directors. alan mulally is our president and ceo and william clay ford, jr., is chairman of the board of directors as well as our executive chairman. we believe this structure is optimal for ford because it allows mr. mulally to focus on the day-to-day operation of the business, in particular the implementation of our one ford plan, while allowing mr. ford to focus on leadership of the board of directors in addition to providing the company with direction on company-wide issues such as sustainability and stakeholder relationships. furthermore, the board has appointed irvine o. hockaday, jr., as our presiding independent director. we believe this to be an important governance practice given that the chairman of the board, mr. ford, is not an independent director under our corporate governance principles. mr. hockaday chairs the executive sessions of our independent directors and works with mr. ford and mr. mulally to ensure management is adequately addressing the matters identified by the board. this structure optimizes the roles of ceo, chairman, and presiding independent director and provides ford with sound corporate governance practices in the management of its business. ",0
136,37996,2011,"the board of directors has chosen to separate the roles of ceo and  cotb . alan mulally is our president and ceo and william clay ford, jr., is  cotb  as well as our executive  cotb . we believe this structure is optimal for ford because it allows mr. mulally to focus on the operation of the business, in particular the implementation of our one ford plan, while allowing mr. ford to focus on leadership of the board of directors in addition to providing the company with direction on company-wide issues such as sustainability and stakeholder relationships. furthermore, the board has appointed irvine o. hockaday, jr., as our presiding independent director. we believe this to be an important governance practice given that the  cotb , mr. ford, is not an independent director under our corporate governance principles. mr. hockaday chairs the executive sessions of our independent directors and works with mr. ford and mr. mulally to ensure management is adequately addressing the matters identified by the board. this structure optimizes the roles of ceo ,  cotb , and presiding independent director and provides ford with sound corporate governance practices in the management of its business.",0
137,37996,2012,"ford determines the most suitable leadership structure from time to time. at present, the board of directors has chosen to separate the roles of ceo and chairman of the board of directors. alan mulally is our president and ceo and william clay ford, jr., is chairman of the board of directors as well as our executive chairman. we believe this structure is optimal for ford at this time because it allows mr. mulally to focus on the day-to-day operation of the business, in particular the implementation of our one ford plan, while allowing mr. ford to focus on leadership of the board of directors in addition to providing the company with direction on company-wide issues such as sustainability, personal mobility, and stakeholder relationships. furthermore, the board has appointed irvine o. hockaday, jr., as our presiding independent director. we believe this to be an important governance practice given that the chairman of the board, mr. ford, is not an independent director under our corporate governance principles. mr. hockaday chairs the executive sessions of our independent directors and works with mr. ford and mr. mulally to ensure management is adequately addressing the matters identified by the board. this structure optimizes the roles of ceo, chairman, and the presiding independent director and provides ford with sound corporate governance practices in the management of its business. ",0
138,38074,2010,"the board believes the interests of all stockholders are best served at the present time through a leadership model with a combined chairman and ceo position. however, the board retains authority to amend the by- laws to separate the positions of chairman and ceo at any time. mr. solomon, the current chairman and ceo, possesses detailed and in- depth knowledge of the issues, opportunities and challenges facing the company, and is thus best positioned to develop agendas that ensure that the board's time and attention are focused on the most critical matters. his combined role enables decisive leadership, ensures clear accountability, and enhances the company's ability to communicate its message and strategy clearly and consistently to our stockholders, employees, partners and customers. furthermore, the board believes that mr. solomon's experiences as ceo and other insights put him in the best position to provide broad leadership for the board as it considers strategy and as it exercises its fiduciary responsibilities to its stockholders the board has amended its corporate governance guidelines to provide for the position of a presiding director. the board is in the process of selecting a presiding director from among the company's independent directors. the presiding director will be responsible for, among other things, presiding at all meetings at which the chairman is not present, including executive sessions of the independent directors, and apprising the chairman of the issues considered at such meetings, and, in consultation with the other independent directors, advising the chairman as to an appropriate schedule of board meetings and reviewing and providing the chairman with input regarding the agenda for board meetings. in addition, the board believes that its governance practices support its independent oversight, including having open and direct communication with management, encouraging independent director input on meeting agendas, performing annual evaluations of director performance and holding regular executive sessions. in addition, each independent director has access to the ceo and other company executives upon request, may call meetings of the independent directors and may request agenda topics to be added or dealt with in more detail at meetings of the full board or an appropriate board committee",1
139,38074,2011,"the board believes the interests of all stockholders are best served at the present time through a leadership model with a combined chairman and ceo position. however, the board retains authority to amend the bylaws to separate the positions of chairman and ceo at any time. mr. solomon, the current chairman and ceo, possesses detailed and in-depth knowledge of the issues, opportunities and challenges facing the company, and is thus best positioned to develop agendas that ensure that the board's time and attention are focused on the most critical matters. his combined role enables decisive leadership, ensures clear accountability and enhances the company's ability to communicate its message and strategy clearly and consistently to our stockholders, employees, partners and customers. furthermore, the board believes that mr. solomon's experiences as ceo and other insights put him in the best position to provide broad leadership for the board as it considers strategy and as it exercises its fiduciary responsibilities to its stockholders. the board has amended its corporate governance guidelines to provide for the position of a presiding director. mr. goodman, who was appointed by the board to the position of presiding director on december 6, 2010, will be responsible for, among other things, presiding at all meetings at which the chairman is not present, including executive sessions of the independent directors, and apprising the chairman of the issues considered at such meetings; being available for consultation and direct communication with the company's stockholders; calling meetings of the independent directors when necessary and appropriate; and, in consultation with the other independent directors, advising the chairman as to an appropriate schedule of board meetings and reviewing and providing the chairman with input regarding the agenda for board meetings. in addition, the board believes that its governance practices support its independent oversight, including having open and direct communication with management, encouraging independent director input on meeting agendas, performing annual evaluations of director performance and holding regular executive sessions. in addition, each independent director has access to the ceo and other company executives upon request, and may call meetings of the independent directors and may request agenda topics to be added or dealt with in more detail at meetings of the full board or an appropriate board committee. ",1
140,38079,2012,"forest believes that its board is best characterized as independent. as noted above, six of the board's seven members are independent and unaffiliated, with our ceo being the only non-independent director. further, although not required by our governance documents, since 2003 forest has chosen to bifurcate the role of ceo and  cotb . we believe that having an independent, non-executive  cotb  represents an appropriate governance practice for forest at this time. this structure creates a separation of the day-to-day administrative and strategic planning activities of management from the board's oversight function. this separation in turn diffuses decision-making power and fosters the need for better and more purposeful communication between management and the board in order to achieve corporate goals that are aligned with shareholder interests. our board members have diverse backgrounds. from an educational standpoint, two of our directors have engineering backgrounds, two have geologic backgrounds, and three have economic and finance backgrounds. from a work experience standpoint, three of our directors' careers were spent primarily with independent oil and gas companies, one with finance and banking firms, one with a major oil and gas company, one with an oilfield service company, and one began his career primarily in banking and finance and has since devoted his career to consulting and investing in the domestic oil and gas industry. at the same time, all of our directors have extensive experience in the oil and gas industry. we believe that the breadth of our directors' experience, coupled with their diverse backgrounds, increases our board's collective ability to lead forest and to recognize and address risks to which forest is exposed. as described in detail below, there are four committees of the board of directors: the audit committee, the nominating and corporate governance committee, the compensation committee, and the executive committee. at the end of each quarter, the full board reviews and ratifies the actions that each committee took during that quarter. the board of directors and its committees play an important risk oversight role at forest. the entire board reviews and determines forest's overarching business strategy, the management of its balance sheet, and each year's annual business plan and budget. the business plan and budget includes our capital expenditures plan for the year. forest's annual business plan is also the source for most of the targets used in forest's annual incentive compensation plan, which the board's compensation committee oversees. the board also reviews all acquisition and disposition transactions entered into by forest and its subsidiaries, and all transactions with a value of $25 million or more must be approved in advance by the board. in addition, the board has approved and adopted a risk management policy governing forest's commodity price, interest, and foreign exchange risk management, including the allowable scope and terms of hedging contracts entered into by forest. any variations to the policy's mandates must be approved in advance by the board. in furtherance of the board's role under the risk management policy, senior management provides quarterly updates to the board regarding forest's existing hedges, the projected production volumes corresponding to the time periods of the hedges, and any outstanding hedging targets that senior management has developed. senior management will communicate with the board more frequently than through its quarterly reports if, for example, a variation to the policy's mandates is proposed. in addition, the audit committee of the board is specifically charged with reviewing forest's financial risk exposures, forest's internal oil and gas reserve estimates, and the annual audit of those estimates done by forest's independent reserve engineers. the audit committee reports to the full board regarding its review and assessment of forest's reserve estimating processes. further, both forest's independent auditors and forest's internal audit department report to the audit committee. the administration of the board's risk oversight role does not have any direct effect on the board's leadership structure. however, we believe that the board's structure, its committees, and the experience and diverse backgrounds of our directors all help to ensure the integrity of forest's risk management and oversight. as of the date of this proxy statement, our board has seven members and the following four standing committees: (1) audit committee; (2) compensation committee; (3) executive committee; and (4) nominating and corporate governance committee. the membership and function of each of the committees are described below. each of the committees operates under a written charter adopted by the board. during 2010, the board held five meetings. each director attended at least 75% of the aggregate of all meetings of the board and the standing committees on which he served during 2010. directors are encouraged to attend the annual meeting of shareholders. all of the directors attended the 2010 annual meeting of shareholders. the following table identifies the members of the board, the standing committees of the board on which they serve, and the  cotb  of each committee as of the date of this proxy statement.",0
141,38725,2015,"the board is led by mr. trumbull, who has served as  cotb  and ceo since 2003 (he retired as ceo on may 2, 2014). in connection with his retirement, he is continuing as non-executive  cotb  until the 2015 annual meeting. the board consists of mr. trumbull and eight other directors, seven of whom are independent directors. the board has three standing committees - audit, management organization and compensation and corporate governance. the audit committee is primarily responsible for risk oversight and the full board receives regular reports from the audit committee and from the company's officers and other management personnel regarding risk management. each of the other two committees also considers risk as it falls within its area of responsibility. the company does not have a lead independent director but the non-management directors meet in executive session at each regularly scheduled board meeting with a rotating chair. beginning may 2, 2014, mr. trumbull served as non-executive  cotb  and mr. sengstack served as president and  ceo . although the company has otherwise employed the same basic leadership structure of a combined  cotb  and ceo role for over ten years, during 2014 the company believed that a separate leadership structure was appropriate and effective for the company. the board of directors will continue to evaluate this structure and will determine if it should revert back to a combined  cotb / ceo  role, which has the benefit of providing the company with a unified leadership structure that allows it to carry out strategic initiatives with an understanding of the risks involved in the company's businesses and their interrelationships. the board believes that, under certain circumstances, the  cotb  and ceo should consist of a single individual who is seen by the company's customers, business partners, investors, and shareholders as someone who provides strong leadership for the company and is viewed as such in the industries in which the company competes. the company believes that the board committees, all of which are chaired by and consist of independent directors, and the full board of directors, provide effective oversight of the company's businesses and the risks involved in them.",0
142,38777,2013,"mr. charles b. johnson serves as our chairman of the board. in his capacity as chairman of the board, he leads the board in the fulfillment of its responsibilities and presides at all meetings of the board and stockholders. mr. c. b. johnson also advises the president and the board of directors on issues related to the company's strategic plans and material transactions and acts in concert with the president as a spokesperson for the company. mr. gregory e. johnson serves as our ceo. in his role as ceo, mr. g. johnson has general responsibility for the management and operations of the company. while the board does not have a fixed policy regarding the separation of the offices of the chairman and chief executive officer, the corporate governance committee reviews the board's leadership structure annually with the board. the board believes the current structure is appropriate and effective because mr. c. b. johnson is able to focus his efforts on leadership of the board in its oversight of the company's risks, business and strategy while mr. g. johnson focuses on the day-to-day leadership of the company while maintaining an engaged and open relationship with the board, of which he is a member. as mr. c. b. johnson and mr. g. johnson are not independent directors under the nyse rules, mr. charles crocker, an independent director, has been appointed to preside at the executive sessions of the independent directors. ",0
143,38777,2013,"mr. charles b. johnson serves as our chairman of the board. in his capacity as chairman of the board, he leads the board in the fulfillment of its responsibilities and presides at all meetings of the board and stockholders. mr. c. b. johnson also advises the president and the board of directors on issues related to the company's strategic plans and material transactions and acts in concert with the president as a spokesperson for the company. mr. gregory e. johnson serves as our ceo. in his role as ceo, mr. g. johnson has general responsibility for the management and operations of the company. while the board does not have a fixed policy regarding the separation of the offices of the chairman and chief executive officer, the corporate governance committee reviews the board's leadership structure annually with the board. the board believes the current structure is appropriate and effective because mr. c. b. johnson is able to focus his efforts on leadership of the board in its oversight of the company's risks, business and strategy while mr. g. johnson focuses on the day-to-day leadership of the company while maintaining an engaged and open relationship with the board, of which he is a member. as mr. c. b. johnson and mr. g. johnson are not independent directors under the nyse rules, mr. charles crocker, an independent director, has been appointed to preside at the executive sessions of the independent directors. ",0
144,39047,2011,"article ii, section 1 of the company's code of regulations provides that the business of the company shall be managed and conducted by a board of directors consisting of not less than five nor more than nine members. the shareholders previously set the number of directors at nine. pursuant to the code, shareholders entitled to elect directors have the right to fill any vacancy in the board (whether or not the vacancy has been filled by the remaining directors) at any meeting of the shareholders attended by a quorum of shareholders. the board's policy, which is set forth in the corporate governance guidelines, is that the positions of  cotb  and ceo should be held by separate persons. the board believes this structure is in the best interests of shareholders because it facilitates the board's oversight of management and the independent directors involvement in setting the priorities for the work of the board, and it is consistent with good corporate governance principles. the board of directors of the company held five meetings during the fiscal year ended may 29, 2012. all directors attended at least 75% of the aggregate number of meetings of the board held and all committees of the board on which the director served during the year (during the period he or she was a board or committee member during the year).",0
145,39263,2014,"as provided in our corporate governance guidelines, our board selects its  cotb , lead director and ceo in a way that it considers to be in the best interests of cullen/frost. the board does not have a policy on whether the role of  cotb  and ceo should be separate or combined, but believes that the most effective leadership structure for cullen/frost is to combine these responsibilities. this structure avoids the potential confusion and conflict over who is leading the company, both within the company and when dealing with investors, customers and counterparties, and the duplication of efforts that can result from the roles being separated. the board also believes that combining these roles in one person enhances accountability for the performance of cullen/frost. furthermore, as cullen/frost has traditionally combined these roles (for some 30+ years now), separating them could cause significant disruption in oversight and lines of reporting. nevertheless, depending upon the circumstances, the board could choose to separate the roles of  cotb  and ceo in the future. to help ensure strong oversight by our non-management directors, our audit committee, corporate governance and nominating committee and compensation and benefits committee are composed only of independent directors. in accordance with our corporate governance guidelines, the chair of the corporate governance and nominating committee acts as the lead director and presides at executive sessions of non-management directors and presents to the full board any matters that may need to be considered by the full board. mr. royce s. caldwell, the current lead director, also is the chair of the compensation and benefits committee and is a member of several other board committees. as a result, the lead director is fully informed of all activities of the board and all of its committees. in addition to presiding at the executive sessions of the non-management directors, the lead director also reviews the agenda, schedule and materials for each board meeting and board committee meeting and executive session, and facilitates communication between the non-management directors and the  cotb  and ceo . the board is responsible for overseeing all aspects of management of cullen/frost, including risk oversight, which is effected primarily through the audit committee. furthermore, members of the board of cullen/frost also serve as members of the board of directors of frost bank, and as such receive regular reports on the operations of frost bank. the board of frost bank has additional committees that are not committees of the board of cullen/frost. these frost bank board committees have a majority of independent directors and review risks and approve policy exceptions in lending and trust services. each standing committee of the boards of cullen/frost and frost bank has oversight responsibility for risks inherent within its area of oversight. the audit committee receives reports on, and reviews, the bank's principal risk exposure, including financial reporting, credit, and liquidity risk. the risk committee of the frost bank board receives reports on, and reviews the firm's credit and operational risk. cullen/frost management regularly discusses macro- and business-specific economic factors with the audit committee and the risk committee, as well as the potential impact of these factors on the risk profile (including the financial situation) of the company. cullen/frost management also periodically reviews with the board specific risk analyses, such as sensitivity and scenario analyses. in addition, the audit committee and the risk committee receive written packages and detailed oral postings on various types of risk and other matters (which come from a combination of the company's ceo , cfo, and chief risk officer/chief credit officer) at regularly scheduled meetings. the board also interacts on a regular basis with executive officers, from both the control and line of business sides of cullen/frost. it is through these various channels that the board seeks the information to oversee the company's risk management. the board must ratify the bonus payment amount determined and certified by the committee for mr. evans. cullen/frost's budget for a given year typically represents a meaningful increase in earnings per share over the previous year. in finalizing a budget, the current economic, regulatory and interest rate environments are considered as well as market expectations. the budget must be ratified by the board of directors. for 2013, the company's budgeted expectations for net income were $238 million. actual performance for 2013 was in alignment with these expectations, as the company realized actual net income of $238 million. actual net income was within 0.9% of budgeted expectations and therefore net income was deemed to have essentially met budget. for 2013, cullen/frost's financial performance was strong and in alignment with budgeted expectations as referenced above. in light of this, and taking into account the qualitative measures shown above, the committee exercised downward discretion from the initial cap of 0.8% of net income. the committee elected to pay a bonus to mr. evans of $895,000, or 100% of his base salary earnings, which was his target bonus. this was ratified by the board of directors on january 30, 2014, and can be seen in the summary compensation table. for 2014, the committee has again approved a cap for mr. evans of 0.8% of fiscal year net income. at its october 2013 meeting, the committee reviewed the competitiveness of the  ceo 's bonus target. the target level appeared to be consistent with prevailing target levels in the external market. therefore, the committee chose to maintain a 100% bonus target for the ceo for 2014.",1
146,39311,2014,"as a general matter, our board has separated the positions of the company's ceo and  cotb . effective january 1, 2013, mr. kessel was appointed to serve as our ceo , and mr. magee was appointed to serve as executive  cotb . in addition to this structure, the board regularly meets in executive session, without the presence of management. the board may also meet without the presence of any directors who are not considered independent directors. because mr. magee does not qualify as an independent director under nasdaq rules, mr. mccarty has been appointed as the lead independent director of the board to lead discussions of board sessions involving only independent directors. our board oversees the company's risk management, satisfying itself that our risk management practices are consistent with our corporate strategy and are functioning appropriately. while a degree of risk is inherent in any business activity, our board strives to ensure that risk management is incorporated into the company's culture, and to foster risk-aware and risk-adjusted decision-making throughout the organization. our risk management processes bring to the board's attention our most material risks and permit the board to understand and evaluate how those risks interrelate and how management addresses them. our board performs its risk oversight function in several ways. the board establishes standards for risk management by approving policies that address and mitigate the company's most material risks. these include policies addressing credit risk, interest rate risk, capital risk, and liquidity risk, as well as bank secrecy act/anti-money laundering compliance. the board also monitors, reviews, and reacts to our risks through various reports presented by management, internal and external auditors, and regulatory examiners. the board conducts certain risk oversight activities through its committees with direct oversight over specific functional areas. our audit committee's risk oversight functions include: approving the independent auditor and its annual audit plan, as well as our internal audit department annual plan; and receiving periodic reports from our independent auditors and our internal audit department. our compensation committee most closely monitors the risks to which our compensation policies and practices could subject us. in performing these functions, this committee considers input from the company's senior risk officers and outside legal counsel. in 2013, this committee reviewed the incentive plans for the company to determine whether those plans subject us to unnecessary or excessive risk or motivate staff members to manipulate the company's earnings. in conducting its review, this committee considered asset quality, asset valuations, oversight and treatment of certain non-performing assets and introduction of new products and services. as a result of that evaluation and an analysis of how the plans operate in practice, this committee concluded that our incentive plans do not subject the company to unnecessary or excessive risk or motivate staff members to manipulate the company's earnings. our nominating and corporate governance committee's role in risk oversight includes recommending director candidates with appropriate experience and skills who will set the proper tone for the company's risk profile and provide competent oversight over our material risks.",0
147,39368,2011,"our corporate governance guidelines provide that the board of directors has no policy with respect to the separation of the offices of  cotb  and  ceo . separation of these offices is an issue that is to be addressed as part of the company's succession planning. when the  cotb  and ceo are separate offices, the  cotb  will serve as the presiding director. however, when the ceo also holds the position of  cotb , a presiding director will be appointed by the board to further the achievement of a strong, independent board with an appropriate balance between the board and the  ceo . in such cases, the chair of the corporate governance and nominating committee shall serve as the presiding director. mr. mitau has served as our independent  cotb  since december 2006 and in this capacity has acted as the presiding director at board of director meetings and during executive sessions of the non-management directors. our board has separated the roles of  cotb  and ceo since 2006 because our current ceo and our previous ceo both had limited public company ceo experience at the time of each of their elections to the board. mr. mitau serves as the  cotb  of graco inc. and has significant public company experience. the ceo , in consultation with the  cotb , establishes the agenda for each board meeting. at the beginning of each fiscal year the  cotb  also publishes a schedule of topics to be discussed.",0
148,39648,2013,"ms. richter is a director and serves as chair of the audit committee of our board of directors. ms. richter is also one of our audit committee financial experts. ms. richter has been retired since june 2001. prior to her retirement, ms. richter was a certified public accountant with kpmg llp for 26 years. ms. richter joined kpmg's minneapolis office in 1975 and was admitted to the kpmg partnership in 1987. during her tenure at kpmg, ms. richter served as the national industry director of kpmg's u.s. food and beverage practice and also served as a member of the board of trustees of the kpmg foundation. ms. richter is a member of the boards of west marine, inc. (nasdaq: wmar), where she serves as chair of the audit committee, bluestem brands, inc., where she serves as the chair of the audit committee, and thrivent financial for lutherans, where she serves on the audit committee and the governance committee. ms. richter has also been recognized as a board leadership fellow by the national association of corporate directors. our board currently separates the office of  cotb  from the office of  ceo . mr. pippin serves as our independent  cotb , and his primary responsibilities include managing the board, facilitating communication among directors and between the board and management and leading the board self-evaluation process. our board understands that there is no single, generally accepted approach to providing board leadership and that, given the dynamic and competitive environment in which we operate, the right board leadership structure may vary as circumstances warrant. as such, our board will review periodically whether to retain a non-executive in the  cotb  position. ",0
149,39899,2011,"the company combines the positions of chairman and ceo. the company believes that this is the best leadership structure for the company because the ceo is the person best suited to set the agendas, priorities and procedures of the board and to lead discussions of the company's strategy due to his in-depth knowledge of the company's business. in addition, combining the positions of chairman and ceo makes clear who is responsible for managing the company's business, under the oversight and review of the board. combining the positions of chairman and ceo has not compromised the board's independent oversight of management. the board's independent oversight continues to be substantial. as referenced above, all directors on the board other than mr. dubow, our chairman and ceo, are independent under the rules governing nyse-listed companies. further, each of the board's audit, executive compensation and nominating and public responsibility committees are composed entirely of independent directors and these independent committees of the board are given the authority under their respective charters to hire independent advisors and consultants, at company expense, to assist them in carrying out their duties. in addition to the independence safeguards mentioned above, the company has established effective principles of corporate governance which describe the board's practices and methods of self-evaluation in detail in order to promote transparency with shareholders. as well, the company has an independent, non-management presiding director who chairs regularly scheduled executive sessions of the company's non-management directors. the presiding director's responsibilities are described above. ",1
150,40533,2010,"our board elects a  cotb  from among the directors. while we have historically combined the roles of  cotb  and  ceo , we combine or separate the roles based on what we believe best serves the needs of the company and its shareholders at any particular time. mr. johnson currently serves as the president and  ceo , and mr. chabraja currently serves as  cotb . we believe this structure supported the seamless transition in corporate leadership in 2009. the board continues to review and consider whether it is in the best interests of shareholders to separate or combine the roles of  cotb  and  ceo . as part of this review, in february 2010 the board amended the corporate governance guidelines to establish the position of a lead director. the board believes that this position will provide additional independent oversight of senior management and board matters in our current structure where the  cotb  is not an independent director. the selection of a lead director is meant to facilitate, and not to inhibit, communication among the directors or between any of them and the  cotb . accordingly, directors are encouraged to continue to communicate among themselves and directly with the  cotb . the lead director's authority and responsibilities are as follows: (1) acts as chair at board meetings when the  cotb  is not present, including meetings of the non- management directors; (2) has the authority to call meetings of the non- management directors; (3) coordinates activities of the non- management directors and serves as a liaison between the  cotb  and the non- management directors; (4) works with the  cotb  to develop and agree to meeting schedules and agendas, and agree to the nature of the information that will be provided to directors in advance of meetings; (5) is available for consultation and communication with significant shareholders, when appropriate; and (6) performs such other duties as the board may determine from time to time. the lead director will be selected annually by the board from among the independent directors. the board intends to select a lead director no later than its board meeting in may 2010",0
151,40533,2011," our board elects a  cotb  from among the directors and determines whether to separate or combine the roles of  cotb  and ceo based on what it believes best serves the needs of the company and its shareholders at any particular time. in july 2009, the board separated the roles to facilitate the seamless transition of the ceo position from mr. chabraja to mr. johnson. in may 2010, the board determined that it was in the best interests of the company and its shareholders to recombine the roles of  cotb  and  ceo , at which point mr. johnson began serving as the  cotb  and  ceo . the board believes that mr. johnson's in-depth knowledge and keen understanding of the company's operations and risk management practices position him to provide strong and effective leadership to the board and to ensure that the board is informed of important issues facing the company. the board also believes that having a combined role promotes a cohesive, strong and consistent vision and strategy for the company. in february 2010 the board created the position of a lead director. the lead director will be selected annually by the board from among the independent directors. mr. crown was selected as lead director effective may 2010. the board believes that the lead director position provides additional independent oversight of senior management and board matters. the selection of a lead director is meant to facilitate, and not to inhibit, communication among the directors or between any of them and the  cotb . accordingly, directors are encouraged to continue to communicate among themselves and directly with the  cotb . the lead director's authority and responsibilities are as follows: acts as chair at board meetings when the  cotb  is not present, including meetings of the non-management directors; has the authority to call meetings of the non-management directors; coordinates activities of the non-management directors and serves as a liaison between the  cotb  and the non-management directors; works with the  cotb  to develop and agree to meeting schedules and agendas, and agree to the nature of the information that will be provided to directors in advance of meetings; is available for consultation and communication with significant shareholders, when appropriate; and performs such other duties as the board may determine from time to time. ",1
152,40545,2010,"our ceo also serves as the chairman of the board and we have an independent presiding director with broad authority and responsibility. the presiding director, ralph s. larsen, the former  cotb  and ceo of johnson & johnson, has the following responsibilities: (1) to lead meetings of the non- management directors, which are scheduled at least three times a year, and to call additional meetings of the non- management directors as he deems appropriate, (2) to advise the nominating and corporate governance committee on the selection of committee chairs, (3) to advise on and determine with the concurrence of the chairman the agenda for board meetings, (4) to determine, with the chairman, the nature and extent of information that should be provided to the board in advance of board meetings, (5) to work with the chairman to propose an annual schedule of major discussion items for the board's approval, (6) to provide leadership to the board if circumstances arise in which the role of the chairman may be, or may be perceived to be, in conflict, and otherwise act as chairman of board meetings when the chairman is not in attendance, and (7) to perform such other functions as the board may direct. we believe that this structure is appropriate for the company because it allows one person to speak for and lead the company and the board, while also providing for effective oversight by an independent board through an independent presiding director. for a company as large and diverse as ge, we believe the ceo is in the best position to focus the independent directors' attention on the issues of greatest importance to the company and its shareowners. our overall corporate governance policies and practices combined with the strength of our independent directors minimizes any potential conflicts that may result from combining the roles of ceo and chairman. in our view, splitting the roles would potentially have the consequence of making our management and governance processes less effective than they are today through undesirable duplication of work and, in the worst case, lead to a blurring of the clear lines of accountability and responsibility, without any clear offsetting benefits",1
153,40545,2012,"our ceo also serves as the  cotb  of the board and we have an independent presiding director with broad authority and responsibility. the presiding director, mr. larsen, the former  cotb  and ceo of johnson & johnson, has the following responsibilities: (1) to lead meetings of the non-management directors, which are scheduled at least three times a year, and to call additional meetings of the non-management directors as he deems appropriate, (2) to advise the ncgc on the selection of committee chairs, (3) to approve the agenda, schedule and information sent to directors for board meetings, (4) to work with the  cotb  to propose an annual schedule of major discussion items for the board's approval, (5) to provide leadership to the board if circumstances arise in which the role of the  cotb  may be, or may be perceived to be, in conflict, and otherwise act as  cotb  of board meetings when the  cotb  is not in attendance, (6) to make himself available for consultation and direct communication with our major shareowners, and (7) to perform such other functions as the board may direct. we believe that this structure is appropriate for the company because it allows one person to speak for and lead the company and the board, while also providing for effective oversight by an independent board through an independent presiding director. for a company as large and diverse as ge, we believe the ceo is in the best position to focus the independent directors attention on the issues of greatest importance to the company and its shareowners. in our view, splitting the roles would potentially have the consequence of making our management and governance processes less effective than they are today through undesirable duplication of work and, in the worst case, lead to a blurring of the clear lines of accountability and responsibility, without any clear offsetting benefits.",1
154,40545,2012,", the presiding director, are set forth in the board's governance principles discussed under corporate governance board leadership structure and include serving as chair at these meetings. each share of ge common stock is entitled to one vote for each director nominee. in uncontested director elections, like the one covered by this proxy statement, ge directors are elected by an affirmative majority of the votes cast, and in contested elections, where there is more than one nominee competing for a director seat, directors are elected by an affirmative plurality of the votes cast. the board believes that this voting system is fair and most likely to produce an effective board of directors that will represent the interests of all the company's shareowners by providing for the election of director nominees who have received broad support from shareowners. we believe that this shareowner proposal is contrary to the goals of broader shareowner representation reflected in our existing director election standard. implementation of this shareowner proposal could allow shareowners with a small percentage of ge common stock to have a disproportionate effect on the election of directors, possibly leading to the election of directors who are beholden to special interests of the shareowners responsible for their election, even if shareowners holding a majority of ge's common stock opposed their election. the board believes that directors should be elected by and accountable to all shareowners, not special interests holding a small percentage of ge's stock who elect directors by cumulating their votes, and that ge's current election process protects the best interests of all shareowners. therefore, the board recommends a vote against this proposal. the board regularly reviews and assesses our board leadership structure. based on its most recent review, the board believes that the present structure, in which our ceo also serves as the  cotb  and an independent presiding director is appointed by the independent directors on the board, remains appropriate for the company because it allows one person to speak for and lead the company and board while also providing for effective oversight and governance by an independent board through the independent presiding director. our presiding director, currently ralph s. larsen, the former  cotb  and ceo of johnson & johnson, has broad authority and responsibility. the presiding director leads meetings of the non-management directors, calls additional meetings of the non-management directors as deemed appropriate, serves as a liaison on board-related issues between the  cotb  and the non-management directors, act as  cotb  of board meetings when the  cotb  is not in attendance, and performs such other functions as the board may direct. these other functions include (1) advising the nominating and corporate governance committee on the selection of committee chairs, (2) approving the agenda, the board believes that for ge, a large and diversified company with operations around the world, the ceo is most effectively able to represent the company and to ensure that the independent directors attention is devoted to the issues of greatest importance to the company and its shareowners. our company's overall corporate governance policies and practices combined with the strength of our independent directors serve to minimize any potential conflicts that may result from combining the roles of ceo and  cotb . two-thirds of the companies in the dow 30 currently maintain combined chair and ceo positions. in the view of the board, splitting the roles would have the consequence of making our management and governance processes less effective than they are today through undesirable duplication of work and, in the worst case, lead to a blurring of the clear lines of accountability and responsibility, without any proven offsetting benefits. therefore, the board recommends a vote against this proposal. ",1
155,40545,2012,"our ceo also serves as the  cotb  of the board and we have an independent presiding director with broad authority and responsibility. the presiding director, mr. larsen, the former  cotb  and ceo of johnson & johnson, has the following responsibilities: (1) to lead meetings of the non-management directors, which are scheduled at least three times a year, and to call additional meetings of the non-management directors as he deems appropriate, (2) to serve as liaison on board-related issues between the chairman and the non-management directors, (3) to advise the ncgc on the selection of committee chairs, (4) to approve the agenda, schedule and information sent to directors for board meetings, (5) to work with the  cotb  to propose an annual schedule of major discussion items for the board's approval, (6) to provide leadership to the board if circumstances arise in which the role of the  cotb  may be, or may be perceived to be, in conflict, and otherwise act as  cotb  of board meetings when the  cotb  is not in attendance, (7) to make himself available for consultation and direct communication with our major shareowners, and (8) to perform such other functions as the board may direct. we believe that this structure is appropriate for the company because it allows one person to speak for and lead the company and the board, while also providing for effective oversight by an independent board through an independent presiding director. for a company as large and diverse as ge, we believe the ceo is in the best position to focus the independent directors attention on the issues of greatest importance to the company and its shareowners. in our view, splitting the roles would potentially have the consequence of making our management and governance processes less effective than they are today through undesirable duplication of work and, in the worst case, lead to a blurring of clear lines of accountability and responsibility, without any clear offsetting benefits.",1
156,40704,2011,"board leadership the chairman of the board leads the board and oversees board meetings and the delivery of information necessary for the board's informed decision-making. the chairman also serves as the principal liaison between the board and our management. the board determines whether the role of the chairman and the chief executive officer should be separated or combined based on its judgment as to the structure that best serves the interests of the company. currently, the board believes that the positions of chairman and chief executive officer should be held by the same person as this combination has served and is serving the company well by providing unified leadership and direction. when the chairman and chief executive officer roles are combined, the chair of the corporate governance committee: acts as the presiding director and presides at all board meetings at which the chairman is not present, including executive sessions of the non-employee directors; serves as a liaison between the chairman and the non-employee directors; approves board meeting agendas and consults with the chairman on information provided to the board; approves meeting schedules to assure that there is sufficient time for discussions; calls meetings of the non-employee directors and sets agendas for executive sessions; and serves as board representative for consultation and direct communication with major stockholders on issues that the board determines may not be addressed by the chairman or other board designees and as otherwise deemed appropriate by the board. raymond v. gilmartin currently serves as the presiding director. ",1
157,40987,2011,"as is common practice among public companies in the united states, the board has appointed the company's chief executive officer to serve as chairman of the board. in his position as ceo, mr. gallagher has primary responsibility for the day-to-day operations of the company and provides consistent leadership on the company's key strategic objectives. in his role as chairman of the board, he sets the strategic priorities for the board (with input from the presiding independent director), presides over its meetings and communicates its strategic findings and guidance to management. the board believes that the combination of these two roles provides more consistent communication and coordination throughout the organization, which results in a more effective and efficient implementation of corporate strategy and is important in unifying the company's strategy behind a single vision. in addition, we have found that our ceo is the most knowledgeable member of the board regarding risks the company may be facing and, in his role as chairman, is able to facilitate the board's oversight of such risks. as noted earlier, the independent directors have appointed a presiding independent director, which provides balance to the board's structure. with a supermajority of independent directors, an audit committee and a compensation, nominating and governance committee each comprised entirely of independent directors, and a presiding independent director to oversee all meetings of the non-management directors, the company's board of directors is comfortable that its existing leadership structure provides for an appropriate balance that best serves the company and its shareholders. the board of directors periodically reviews its leadership structure to ensure that it remains the optimal structure for our company and our shareholders. ",1
158,40987,2011,"as is common practice among public companies in the united states, the board has appointed the company's ceo to serve as  cotb . in his position as ceo , mr. gallagher has primary responsibility for the operations of the company and provides consistent leadership on the company's key strategic objectives. in his role as  cotb , he sets the strategic priorities for the board (with input from the presiding independent director), presides over its meetings and communicates its strategic findings and guidance to management. the board believes that the combination of these two roles provides more consistent communication and coordination throughout the organization, which results in a more effective and efficient implementation of corporate strategy and is important in unifying the company's strategy behind a single vision. in addition, we have found that our ceo is the most knowledgeable member of the board regarding risks the company may be facing and, in his role as  cotb , is able to facilitate the board's oversight of such risks. as noted earlier, the independent directors have appointed a presiding independent director, which provides balance to the board's structure. with a supermajority of independent directors, an audit committee and a compensation, nominating and governance committee each comprised entirely of independent directors, and a presiding independent director to oversee all meetings of the non-management directors, the company's board of directors is comfortable that its existing leadership structure provides for an appropriate balance that best serves the company and its shareholders. the board of directors periodically reviews its leadership structure to ensure that it remains the optimal structure for our company and our shareholders.",1
159,42542,2010,"leadership structure as is stated in the board of directors guidelines on governance, the board has no policy with respect to the separation of the offices of  COTB  and  CEO . as is described in its guidelines on governance, the board believes that this issue is part of the succession planning process and recognizes that there may be circumstances that would lead to the separation of these offices. the board believes it is in the best interests of the company for the board to make such a determination when it considers the selection of a new CEO or at such other times as it deems appropriate. marshall larsen has served as CEO of the company since april 2003 and as  COTB  since october 2003. during 2009, the board consisted of eleven independent directors, as defined by new york stock exchange standards, in addition to mr. larsen. further, to promote open discussion among our non-management directors, those directors meet in regularly scheduled executive sessions without management participation, which sessions are presided over by the chair of our committee on governance. in this role, the presiding director is able to set the agenda of the executive sessions and take any follow-up action as he or she deems necessary. the board believes that the current leadership structure has served the company well over recent years and that it is the best leadership structure for the company under the present circumstances. ",0
160,42582,2010,"effective at the annual meeting, richard j. kramer will become our chief executive officer and president, succeeding robert j. keegan who will remain as executive chairman of the board. as executive chairman, mr. keegan will ensure that the board fulfills its oversight and governance responsibilities and will direct the activities and meetings of the board. in addition, the board will continue to have a ""lead director"" who is responsible for coordinating the activities of the non- management directors and leading executive sessions of the non- management directors, which are generally held in conjunction with each regularly scheduled board meeting. additional duties of our lead director are set forth in annex ii to our corporate governance guidelines. mr. boland has been elected by the non- management directors to serve as our lead director. the board believes that the current board leadership structure is the most appropriate for the company and its shareholders at this time. mr. keegan has led the company as our chairman, chief executive officer and president for the past seven years and has extensive knowledge of the company and the tire industry, which will continue to be valuable to the board in his new role as executive chairman. as executive chairman, mr. keegan will be readily available to provide for a smooth transition of the ceo and president roles to mr. kramer. in addition, the board determined to continue to have a lead director to ensure that the independent and nonmanagement members of the board maintain proper oversight of management. the board has no policy that requires the separation or combination of the ceo and chairman roles, and may reconsider our leadership structure from time to time based on considerations at that time. management continually monitors the material risks facing the company, including financial risk, strategic risk, operational risk, and legal and compliance risk. the board of directors is responsible for exercising oversight of management's identification and management of, and planning for, those risks. the board has delegated to certain committees oversight responsibility for those risks that are directly related to their area of focus. the audit committee reviews our policies and guidelines with respect to risk assessment and risk management, including our major financial risk exposures, and oversees the steps management has taken to monitor and control those exposures. the compensation committee considers risk issues when establishing and administering our compensation programs for executive officers and other key personnel. the committee on corporate responsibility and compliance oversees our legal and environmental compliance programs and policies and our compliance with our significant business conduct policies in order to help assure compliance with legal and regulatory requirements and adherence to the highest legal and ethical standards. the finance committee reviews, advises and consults with management regarding our risk management strategies, as well as our policies regarding interest rate and foreign exchange risk, liquidity management, counterparty risk and the use of derivatives. the governance committee oversees matters relating to the composition and organization of the board and recommends to the board how its effectiveness can be improved by changes in its composition and organization. ",0
161,42682,2014,"upon election of mr. j.s. gorman as ceo of the company may 1, 1998, the company separated the offices of board  cotb  and ceo because it believed this division more clearly delineated their respective responsibilities. this separation currently provides for the  cotb  to focus on board of director responsibilities and for the ceo to focus on the company's executive, administrative and operating responsibilities. given their respective service years with the company, the company believes this structure is most appropriate currently for conducting its business and its responsibilities to its employees, customers and suppliers, to its shareholders and directors, and to its community and regulatory agencies. ",0
162,45012,2018,"our board believes that it is important to maintain flexibility to determine the appropriate leadership of the board and whether the roles of  cotb  and ceo should be combined or separate. our corporate governance guidelines provide that the board consider annually whether it is appropriate for the same individual to fill both of those roles. when making that determination, the board considers issues such as industry and financial expertise, in-depth knowledge of halliburton and its business, and succession planning. currently, the positions of  cotb  and ceo are held by separate persons. jeffrey a. miller was named president and ceo of halliburton on june 1, 2017. mr. miller's promotion was the result of vigorous management succession planning by the board. mr. miller succeeded david j. lesar, who will continue to serve as executive  cotb . in this role, mr. lesar will continue to focus on leadership of the board and the strategic direction of the company, actively engage with stockholders, and advise the halliburton management team. the board believes that this leadership structure, along with the role of the lead independent director, is optimal at this time for halliburton and its stockholders. j. landis martin, who has served as our lead independent director since 2008, is retiring from the board on may 16, 2018. the board intends to elect a new lead independent director subsequent to the annual meeting. the lead independent director's role and responsibilities are set forth in the lead independent director charter adopted by the board and include presiding over the executive sessions of the non-management directors. our lead independent director charter is available on our website at david j. lesar is our executive  cotb  the board will elect a new lead independent director subsequent to the annual meeting 11 of our 13 directors are independent all members of the audit; compensation; health, safety and environment; and nominating and corporate governance committees are independent",1
163,46080,2011,"the chairman of the company's board is elected by the board on an annual basis. currently, the positions of chairman of the board and chief executive officer of the company are held by separate individuals, with mr. goldner serving as chief executive officer and mr. verrecchia, the company's former chief executive officer, serving as chairman of the board. the board believes that at the current time this structure is best for the company, as it allows mr. goldner to focus on the company's strategy, business and operations, while enabling mr. verrecchia to assist with board matters and serve as a liaison between the board and the company's senior management, headed by mr. goldner. this structure can also enable mr. goldner, mr. verrecchia, and the other members of the board to be better informed and to communicate more effectively on issues, including with respect to risk oversight matters. however, the board does not believe that a formal policy separating the two positions is necessary or desirable and the two positions might be held by the same individual in the future if circumstances were to make combining the two roles desirable. the chairman of the board provides leadership to the board by, among other things, working with the chief executive officer, the presiding director and the corporate secretary to set board calendars, determine agendas for board meetings, ensure proper flow of information to board members, facilitate effective operation of the board and its committees, help promote board succession planning and the recruitment and orientation of new directors, address issues of director performance, assist in consideration and board adoption of the company's strategic plan and annual operating plans, and help promote senior management succession planning. in addition, the chairman assists the company's chief executive officer by advising on board- related issues. even though the role of chairman and chief executive officer for the company is currently held by different individuals, the company also has a presiding director who serves as the company's lead independent director. the board believes that the role of presiding director is a useful one in promoting good board governance. the presiding director's principal duties include developing the agenda for, and moderating, executive sessions of the board's non- management directors, acting as the principal liaison between the non- management directors and the chief executive officer and chairman on issues that arise at the executive sessions or otherwise, serving as a conduit for third parties to contact the non- management directors as a group, and providing feedback with regard to proposed agendas for board meetings.",0
164,46250,2016,"our board of directors does not have a policy regarding the separation of the roles of ceo and  cotb  as the board of directors believes it is in the best interests of the company to make that determination based on the position and direction of the company and the membership of the board. the positions of ceo and  cotb  are not currently held by the same person. this structure allows us to more fully utilize the skills of mr. mckeon and ensures a greater active participation of the directors in setting agendas and establishing board priorities and procedures. further, this structure permits our ceo to focus on the management of the company's day-to-day operations.",0
165,46640,2010,"the board executes its oversight function in a strong and independent manner, evidenced by the fact that the audit, management development and compensation, corporate governance, and corporate social responsibility committees are each comprised entirely of independent directors. the board has designated the chairman of the corporate governance committee, thomas j. usher, who has a deep and varied experience with publicly- traded companies in the capacities of ceo,  cotb , and director, as the presiding director. in that role, mr. usher presides over all executive sessions of the non- management directors and acts as principal liaison between the chairman of the board and the non- management directors. with the rest of the corporate governance committee, the presiding director interviews board candidates, recommends membership of board committees to the board, and makes recommendations about retention of consultants to the board. the presiding director also serves as the contact director for shareholders, leads the board and committee evaluation process, and is involved in communicating any sensitive issues to the directors. the ceo and senior executive officers are selected by the board based upon recommendations from the management development and compensation committee. the board determines whether the role of chairman and ceo should be separate or combined based upon its judgment as to the most appropriate structure for the company at a given point in time. william r. johnson has served as our chairman of the board and ceo since 2000. based on its most recent review of the company's board leadership structure and continued strong performance of the business, the board has determined that this structure is optimal for the company because it provides our company with strong and consistent leadership and leverages mr. johnson's extensive knowledge of our global business, the food industry, and competitive environment with the strategic oversight role of the board. it is also important that the company be represented to our employees, shareholders, customers, suppliers, and other stakeholders with one voice, and a combined chairman and ceo position provides such clarity and consistency. given the current challenging regulatory and market environment, coupled with the need to execute our ongoing strategic plans, the board believes that having one person serving as both the chairman and ceo provides clear, decisive, and effective leadership. a number of board and committee processes and procedures, including regular executive sessions of non- management directors, annual board and committee self- evaluations, and annual evaluations of our chairman and chief executive officer's performance, serve as regular checks as to the efficacy of this arrangement",1
166,46765,2011,"the company's by-laws provide that, in general, any two or more offices may be held by the same person, including the offices of chairman of the board (""chairman"") and chief executive officer (""ceo""). the board believes that this flexibility in the allocation of the responsibilities of these two roles is beneficial and enables the board to adapt the leadership function to changing circumstances. two different individuals hold the positions of chairman and ceo at the company. mr. w. h. helmerich, iii, a director since 1949, has served as chairman of the board since 1987 and was the chief executive officer from 1987 to 1989. his son, mr. hans helmerich, has served as a director since 1987 and became the president and chief executive officer in 1989. mr. w. h. helmerich, iii's long experience with the company and the drilling industry have provided him with significant institutional knowledge of the company, its business, operations and industry that allows him to effectively carry out the chairman's responsibilities and provide leadership to the board. mr. hans helmerich, who has over 20 years of successful experience as ceo and possesses in-depth knowledge of the company, its operations and the evolving drilling and energy industry, is responsible for the general supervision, direction and control of the company's business. the board believes that the interests of all stockholders are best served at this time by this leadership model of a separate chairman and ceo. the experience and knowledge of messrs. w. h. helmerich, iii and hans helmerich provide the board and the company with continuity of leadership that has enabled the company's success for more than 20 years. in addition, the board has demonstrated its commitment and ability to provide independent oversight and management. we believe that the most effective board structure is one that emphasizes board independence and ensures that the board's deliberations are not dominated by management. with the exception of messrs. w. h. helmerich, iii and hans helmerich, our board is composed entirely of independent directors. each of our standing board committees is comprised of only independent directors. further, while the board does not currently have a lead independent director, it appoints a presiding, independent director for each executive session of the board when it meets without messrs. w. h. helmerich, iii, hans helmerich, or management. while the board believes this practice provides for independent leadership without the need to designate a single lead director, the board intends to examine during 2011 whether the appointment of a lead director would enhance the board's effectiveness. ",0
167,46765,2012," the company's by-laws provide that, in general, any two or more offices may be held by the same person, including the offices of chairman of the board (""chairman"") and ceo. the board believes that this flexibility in the allocation of the responsibilities of these two roles is beneficial and enables the board to adapt the leadership function to changing circumstances. since 1989, two different individuals have held the positions of chairman and ceo at the company. mr. w. h. helmerich, iii, a director since 1949, served as chairman of the board from 1987 to january 10, 2012. mr. w. h. helmerich, iii was also the ceo from 1987 to 1989. his son, mr. hans helmerich, has served as a director since 1987 and became the president and ceo in 1989. mr. w. h. helmerich, iii's long experience with the company and the drilling industry provided him with institutional knowledge of the company, its business, operations and industry that allowed him to effectively carry out the chairman's responsibilities and provide leadership to the board. mr. hans helmerich, who has over 20 years of successful experience as ceo and possesses in-depth knowledge of the company, its operations and the evolving drilling and energy industry, has been responsible for the general supervision, direction and control of the company's business and affairs. mr. hans helmerich became the chairman of the board on january 10, 2012. the board believes that the interests of all stockholders will best be served at this time by this leadership model of a combined chairman and ceo. the experience and knowledge of mr. hans helmerich will provide the board and the company with continuity of leadership that has enabled the company's success for more than 20 years. in addition, the board has demonstrated its commitment and ability to provide independent oversight and management. we believe that the most effective board structure is one that emphasizes board independence and ensures that the board's deliberations are not dominated by management. with the exception of mr. hans helmerich, our board is composed entirely of independent directors. the board position previously held by mr. w. h. helmerich, iii will be filled by a seventh independent director. each of our standing board committees is comprised of only independent directors. further, while the board does not currently have a lead independent director, it appoints a presiding, independent director for each executive session of the board when it meets without mr. hans helmerich or management. while the board believes this practice provides for independent leadership without the need to designate a single lead director, the board intends to periodically examine whether the appointment of a lead director would enhance the board's effectiveness. our board's oversight of risk management (discussed below) has had no effect on our leadership structure to date. ",1
168,46765,2013,"the company's by-laws provide that, in general, any two or more offices may be held by the same person, including the offices of  cotb  (' cotb ') and ceo . the board believes that this flexibility in the allocation of the responsibilities of these two roles is beneficial and enables the board to adapt the leadership function to changing circumstances. mr. hans helmerich currently holds the positions of  cotb  and ceo at the company. mr. helmerich has served as a director since 1987 and became the  cotb  in 2012. he has served as the company's ceo since 1989 and was the president from 1989 to 2012. mr. helmerich, who has over 20 years of successful experience as ceo and possesses in-depth knowledge of the company, its operations and the evolving drilling and energy industry, has been responsible for the general supervision, direction and control of the company's business and affairs. the board believes that the interests of all stockholders are best served at this time by the leadership model of a combined  cotb  and ceo . the experience and knowledge of mr. helmerich provides the board and the company with continuity of leadership that has enabled the company's success for more than 20 years. in addition, the board has demonstrated its commitment and ability to provide independent oversight and management. we believe that the most effective board structure is one that emphasizes board independence and ensures that the board's deliberations are not dominated by management. with the exception of messrs. helmerich and lindsay, our board will be composed entirely of independent directors. each of our standing board committees is comprised of only independent directors. further, while the board does not currently have a lead independent director, it appoints a presiding, independent director for each executive session of the board when it meets without messrs. helmerich and lindsay. while the board believes this practice provides for independent leadership without the need to designate a single lead director, the board may examine during 2013 whether the appointment of a lead director would enhance the board's effectiveness. our board's oversight of risk management (discussed below) has had no effect on our leadership structure to date.",1
169,46765,2013,"the company's by-laws provide that, in general, any two or more offices may be held by the same person, including the offices of chairman of the board (""chairman"") and ceo. the board believes that this flexibility in the allocation of the responsibilities of these two roles is beneficial and enables the board to adapt the leadership function to changing circumstances. mr. hans helmerich currently holds the positions of chairman and ceo at the company. mr. helmerich has served as a director since 1987 and became the chairman in 2012. he has served as the company's ceo since 1989 and was the president from 1989 to 2012. mr. helmerich, who has over 20 years of successful experience as ceo and possesses in-depth knowledge of the company, its operations and the evolving drilling and energy industry, has been responsible for the general supervision, direction and control of the company's business and affairs. the board believes that the interests of all stockholders are best served at this time by the leadership model of a combined chairman and ceo. the experience and knowledge of mr. helmerich provides the board and the company with continuity of leadership that has enabled the company's success for more than 20 years. ",1
170,47111,2012,"the board's current leadership structure separates the roles of the chairman of the board of directors and the chief executive officer. our non-executive chairman of the board presides at all board and stockholder meetings, approves the agendas for all board meetings and sees that all orders, resolutions and policies adopted or established by the board are carried into effect. the board has determined that our chairman is an independent member of the board under the listing standards of the new york stock exchange and our corporate governance guidelines. our chief executive officer is responsible for the company's strategic focus and oversees the day-to-day operations of the company. he also serves as a member of the board and is the primary liaison between the board and company management. our board believes that separation of the roles of chairman and chief executive officer is the best governance model for the company at this time. under this model, our chairman can devote his attention to assuring that the company has the proper governance controls in place, that our board is properly structured from the standpoints of membership, size and diversity, and that management has the support it needs from the board to carry out the company's strategic priorities. the chief executive officer, relieved of the duties normally performed by the chairman, is free to focus his entire attention on growing and strengthening the business. ",0
171,47111,2014,"at the hershey company, day-to-day business activities are carried out by our employees under the direction and supervision of our  ceo , or ceo . the board of directors oversees these activities. in doing so, each director is required to use his or her business judgment in the best interests of the company. the board's responsibilities include: the board's current leadership structure separates the roles of the  cotb  and the  ceo . our  cotb  presides at all board and stockholder meetings, approves the agendas for all board meetings and sees that all orders, resolutions and policies adopted or established by the board are carried into effect. the board has determined that our  cotb  is an independent member of the board under the listing standards of the new york stock exchange and our corporate governance guidelines. our ceo is responsible for the company's strategic focus and oversees the day-to-day operations of the company. he also serves as a member of the board and is the primary liaison between the board and company management. ",0
172,47217,2012," the board is currently led by executive chairman raymond j. lane. in addition, the independent directors of the board have designated rajiv l. gupta to serve as lead independent director. the executive chairman oversees the planning of the annual board calendar, and, with the chief executive officer (""ceo""), in consultation with the other directors, schedules and sets the agenda for meetings of the board and leads the discussions at such meetings. in addition, the executive chairman provides guidance and oversight to management, helps with the formulation and implementation of hp's strategic plans and acts as the board's liaison to management. the executive chairman also chairs hp's annual meetings of stockholders, is available to speak on behalf of the board in limited circumstances, and performs such other functions and responsibilities as set forth in hp's corporate governance guidelines or as requested by the board from time to time. the lead independent director presides at all meetings of the board at which the chairman is not present, including executive sessions of the independent directors, serves as a liaison between the chairman and the independent directors, approves information sent to the board, approves board meeting agendas and schedules to see that there is sufficient time to cover all agenda items, assists the chairmen of the board committees in preparing agendas for the respective committee meetings, is available for consultation and direct communication with major stockholders upon request, and performs such other functions and responsibilities as set forth in hp's corporate governance guidelines or as requested by the board or the independent directors from time to time. the lead independent director also has the authority to call additional executive sessions of the independent directors and to encourage direct dialogue between all directors and management. the board's preferred governance structure is to separate the roles of chairman and ceo. currently, the positions of chairman and ceo are separate, and the board has a non-employee executive chairman. the board believes that this structure is appropriate, particularly given the recent transition in executive leadership of the company. the board recognizes that there is no single, generally accepted approach to providing board leadership and that the board's leadership structure may vary in the future as circumstances warrant. ",0
173,47518,2010," hill-rom or its subsidiaries have entered into an employment agreement with each of the other named executive officers. we believe that it is appropriate for our senior executives to have employment agreements because they provide certain contractual protections to us that we might not otherwise have, including provisions relating to non-competition with us, non-solicitation of our employees and confidentiality of our proprietary information. additionally, we believe that employment agreements are a useful tool in recruiting and retention of senior level employees. the current employment agreements set forth the basic duties of the executive officers and provide that each executive officer is entitled to receive, in addition to base salary, incentive compensation payable in our discretion and such additional compensation, benefits and perquisites as we may deem appropriate. the employment agreements are terminable by either us or the executive officer without cause on sixty (60) days written notice, or if terminated by us, pay in lieu of notice, and are terminable at any time by us for cause, as defined in each employment agreement. generally cause is defined as (1) failure by the executive officer to comply with the terms of the employment agreement, specifically not complying with any reasonable instructions or orders issued by us, (2) illegal conduct, (3) violation of significant company policy, (4) improper disclosure of our confidential information, or (5) engaging in conduct that is contrary to our best interests. the executive officer may terminate his employment agreement and declare the agreement to have terminated without cause by us upon the occurrence without the executive officer's consent of a good reason event. generally, a good reason event is defined as any of the following (1) an assignment to the executive officer of duties lasting more than sixty days that are materially inconsistent with the executive officer's then current position or a material change in the executive officer's reporting relationship to the ceo or his/her successor; (2) the failure to elect or reelect the executive officer as vice president or other officer of us (unless such failure is related in any way to our decision to terminate the executive officer for cause); (3) our failure to provide the executive officer with office space and support personnel commensurate with level of responsibilities and/or position; (4) a reduction by us in the amount of the executive officer's base salary or the discontinuation or reduction by us of the executive officer's participation in the same level of eligibility as compared to other peer employees in any incentive compensation, additional compensation, benefits, policies or perquisites; (5) the relocation of our principal executive offices or the executive officer's place of work requiring a commuting change of more than fifty (50) miles; or (6) our failure to perform our obligations under the employment agreement. if an executive officer is terminated by us ",0
174,48465,2012,"mr. ettinger has served as both chairman and ceo of the company since november 2006. the board continues to believe there are important advantages to mr. ettinger serving in both roles at this time. mr. ettinger is the director most familiar with our company's business and industry and best situated to propose the board's agendas and lead board discussions on important matters. mr. ettinger provides a strong link between management and the board, which promotes clear communication and enhances strategic planning and implementation of corporate strategies. another advantage is the clarity of leadership provided by one person representing the company to employees, stockholders and other stakeholders.",1
175,49071,2010,"the business of the company is managed under the direction of the board, which is elected by the company's stockholders. the basic responsibility of the board is to lead the company by exercising its business judgment to act in what each director reasonably believes to be the best interests of humana and its stockholders. leadership is important to facilitate the board acting effectively as a working group so that the company and its performance may benefit. the role of the cotb includes leading the board in its annual CEO evaluation (in conjunction with the recommendations of the organization & compensation committee), providing continuous feedback on the direction, performance and strategy of the company, serving as chair of regular and executive sessions of the board, setting the board's agenda with the CEO , and leading the board in anticipating and responding to crises. the company's bylaws provide that the CEO can be either the company's president or its cotb . the board believes that the advisability of having a separate or combined cotb and CEO is dependent upon the strengths of the individuals that hold these positions and the most effective means of leveraging these strengths. at this time, given the composition of the company's board, the effective interaction between mr. jones, as cotb , and mr. mccallister, as CEO , and the current challenges faced by the company, the board believes that separating the CEO and board cotb positions provides the company with the right foundation to pursue the company's strategic and operational objectives, while maintaining effective oversight and objective evaluation of the performance of the company. ",1
176,49071,2011,"the business of the company is managed under the direction of the board, which is elected annually by the company's stockholders. the basic responsibility of the board is to lead the company by exercising its business judgment to act in what each director reasonably believes to be the best interests of humana and its stockholders. leadership of the board is essential to facilitate the board acting effectively as a working group to the benefit of the company and its performance. the board believes that the advisability of having a separate or combined  cotb  and ceo positions is dependent upon the strengths of the individual or individuals that hold these positions and the most effective means of leveraging these strengths, in light of the challenges and circumstances facing the company, which may change over time. at this time, given the composition of the company's board and the current challenges faced by the company, the board believes that the appropriate leadership structure for our board is a combined  cotb  and  ceo , complemented by a strong independent lead director. the role of the  cotb  includes serving as chair of regular sessions of the board, running the board process and ensuring effectiveness in all aspects of the board's role, and leading the board in anticipating and responding to crises. the role of lead director is held by an independent director selected by the board, and includes responsibility for: coordinating the activities of the independent directors and acting as the principal liaison to the  cotb  and ceo (although all directors continue to have access to management) for the view of, and any concerns and issues raised by, the independent directors; convening, setting the agenda for, and presiding over all non-management executive sessions held by the board; presiding at all meetings of the board when the  cotb  is not present; approving board meeting agendas as well as the quality, quantity and timeliness of information sent to the board; approving board meeting schedules to assure that there is sufficient time for discussion of all agenda items; and leading the board in its annual ceo evaluation (in conjunction with the recommendations of the organization & compensation committee), the board believes that this separation of duties between a combined  cotb / ceo  and independent lead director provides the right foundation to pursue the company's strategic and operational objectives, while maintaining effective oversight and objective evaluation of the company's performance.",1
177,49196,2011,"our  ceo , stephen d. steinour, serves as  cotb . we also have an independent lead director, david l. porteous, who has served as lead director since the board created the position in november 2007. the board believes that having a combined ceo and  cotb  along with an independent lead director provides an efficient and effective leadership structure. as set forth in our corporate governance guidelines, the responsibilities of the lead director include: serving as liaison between the  cotb  and the independent directors; consulting with the  cotb  on information sent to the board; reviewing and providing input to the  cotb  on meeting agendas for the board; consulting with the  cotb  on meeting schedules to assure that there is sufficient time for discussion of all agenda items; presiding at all meetings of the board at which the  cotb  is not present, including executive sessions of the independent directors; having the authority to call meetings of the independent directors; and if requested by major shareholders, ensuring that he or she is available for consultation and direct communication. the board believes that having an independent lead director performing these duties effectively complements and counterbalances the role of the combined  cotb  /  ceo . the table below shows the interaction of the roles of the  cotb  / ceo and the lead director. in addition to having a strong lead director, other factors also contribute to the board's comfort with mr. steinour serving in the combined roles of  cotb  and  ceo . these factors include our strong corporate governance practices, our board's independence, and the accountability of the ceo to the board. moreover, there is regular reporting by senior management to the board of directors as further described under the board's role in risk oversight below. the board has also considered our leadership structure in light of the company's size, the nature of its business, the regulatory framework in which it operates, and its peers and determined that the board's leadership structure is appropriate for our company at this time. ",1
178,49196,2012,"in addition to having a strong lead director, other factors also contribute to the board's comfort with mr. steinour serving in the combined roles of  cotb  and  ceo . these factors include our strong corporate governance practices, our board's independence, and the accountability of the ceo to the board. moreover, there is regular reporting by senior management to the board of directors as further described under the board's role in risk oversight below. the board has also considered our leadership structure in light of the company's size, the nature of its business, the regulatory framework in which it operates, and its peers and determined that the board's leadership structure is appropriate for our company at this time. ",1
179,49196,2013,"in addition to having an engaged lead director, additional factors contribute to the board's comfort with mr. steinour serving in the combined roles of  cotb  and  ceo . these factors include our strong corporate governance practices, our board's independence, and the accountability of the ceo to the board. executive sessions, excluding the  cotb  and  ceo , are held in conjunction with each board meeting to ensure open dialogue with the lead director. moreover, there is regular reporting by senior management to the board of directors as further described under the board's role in risk oversight below. the board has also considered our leadership structure in light of the company's size, the nature of its business, the regulatory framework in which it operates, and its peers and determined that the board's leadership structure is appropriate for our company at this time. ",1
180,49826,2012,"as stated in the company's corporate governance guidelines, the board believes that it is in the best interests of the company to examine whether the role of chairman and chief executive officer should be combined each time the board elects a new  ceo . david speer, our current chairman and ceo, has over 32 years of service with the company. robert morrison, our lead director, is an experienced director, having served on the boards of several major public companies, and is also a former ceo of several major public companies. our lead director is the key liaison, and serves as an effective avenue for information flow between the ceo and the independent directors. he also promotes an appropriate balance between the powers of the ceo and the independent directors. our board believes that in light of the blend of experience and skills of our ceo and board, the lead director structure is the appropriate leadership structure for our board at this time. whether the same leadership structure will be selected when our ceo's tenure with the company ends is a matter that our board believes should be evaluated at that time in light of the skills and experience of the new ceo and other relevant considerations. ",1
181,50104,2012,"currently, mr. goff serves as our president and ceo, a position he has held since may 2010, and mr. grapstein serves as the independent chairman of the board. the board believes that the separation of the positions of the chairman and ceo is appropriate at this time as it allows our ceo to focus primarily on his management responsibilities. in addition, the board believes that a leadership structure that separates the positions of chairman and ceo, with the position of chairman being held by an independent director, currently is in our best interests and the best interests of our stockholders as it provides a clear distinction between the board's role in overseeing management and management's role in running the business. however, our bylaws permit the roles of chairman and ceo to be filled by the same or different individuals. this allows the board flexibility to determine from time to time whether the two roles should be combined or separate based upon our circumstances. ",0
182,50104,2012,"currently, mr. goff serves as our president and ceo, a position he has held since may 2010, and mr. grapstein serves as the independent chairman of the board. the board believes that the separation of the positions of the chairman and ceo is appropriate at this time as it allows our new ceo to focus primarily on his management responsibilities. in addition, the board believes that a leadership structure that separates the positions of chairman and ceo, with the position of chairman being held by an independent director, currently is in our best interests and the best interests of our stockholders as it provides a clear distinction between the board's role in overseeing management and management's role in running the business. however, our bylaws permit the roles of chairman and ceo to be filled by the same or different individuals. this allows the board flexibility to determine from time to time whether the two roles should be combined or separate based upon our circumstances. ",0
183,50863,2011," the board believes that there may be advantages to having an independent  cotb  for matters such as communications and relations between the board, the ceo , and other senior management; in assisting the board in reaching consensus on particular strategies and policies; and in facilitating robust director, board, and ceo evaluation processes. intel's board currently consists of nine independent directors and the ceo . the board has determined that each of our directors other than mr. otellini, our ceo , qualifies as independent in accordance with the published listing requirements of nasdaq: ambassador barshefsky, ms. decker, mr. donahoe, mr. hundt, dr. plummer, mr. pottruck, dr. shaw, mr. yeary, and dr. yoffie. because mr. otellini is employed by intel, he does not qualify as independent. mr. thornton, a director whose service ended during 2010, qualified as an independent director. member of the board with strong leadership skills and financial experience. the board believes that dr. shaw's contributions since becoming  cotb  in 2009, and her expertise on executing on strategic growth opportunities and experience in dealing with research and development efforts, are invaluable to the board in the current climate. the board, therefore, decided to nominate dr. shaw for an additional term as director and  cotb . the board of directors is requesting that our stockholders vote in favor of extending the 2006 stock purchase plan (2006 spp). the 2006 spp was approved by stockholders in 2006 with a five-year term and is currently scheduled to terminate on august 31, 2011. if this proposal is approved, the term of the 2006 spp will extend to 2016, and 133 million shares will be added to the authorized grant amount to increase the plan total to 373 million shares. stock purchase plans offer eligible employees the opportunity to acquire stock through periodic payroll deductions that are applied toward the purchase of stock, at a discount from the current market price. the primary purpose of these plans is to provide employees with the opportunity to acquire an ownership stake in their companies through participation in a payroll deduction-based employee stock purchase plan. we believe that extending the 2006 spp is in the best interest of stockholders, as it enhances broad-based employee stock ownership; enables intel to attract, motivate, and retain the best employees with a market-competitive benefit; and does so at a reasonable cost to stockholders. the following summary of the 2006 spp is qualified in its entirety by reference to the actual text of the 2006 spp, set forth as exhibit b. has been a director of intel since 1993 and  cotb  of intel since may 2009. in 2005, dr. shaw retired as  cotb  and ceo of aerogen, inc., a specialty medical device company in mountain view, california that develops drug-device combination aerosol products for patients with respiratory disorders, after serving as  cotb  and ceo since 1998. dr. shaw served as president and coo of alza corporation, a pharmaceutical company, from 1987 to 1994, and was founder of the stable network, a biopharmaceutical consulting company. dr. shaw serves on the board of mckesson corporation, and she previously served on the board of officemax incorporated from 1994 to 2006. dr. shaw received a phd from the university of birmingham in england. ",0
184,50863,2011,"historically, the board has had a general policy that the positions of chairman of the board and ceo should be held by separate persons as an aid in the board's oversight of management. this policy is in the board's published guidelines on significant corporate governance issues, and has been in effect since the company began operations. typically in the past, the chairman has been a former ceo of the company and has served as a full-time executive officer. dr. craig r. barrett, a former ceo, served as a full-time executive officer in his position as chairman from 2005 until 2009, when he retired from intel and from his position as chairman of the board. in advance of dr. barrett's retirement, the board considered the advisability of next electing an independent director as non-executive chairman, and in may 2009 elected dr. shaw, an independent director, as chairman. the duties of the non-executive chairman of the board include: presiding over all meetings of the board; preparing the agenda for board meetings in consultation with the ceo and other members of the board; calling and presiding over meetings of the independent directors; managing the board's process for annual director self-assessment and evaluation of the board and of the ceo; and presiding over all meetings of stockholders. the board believes that there may be advantages to having an independent  cotb  for matters such as communications and relations between the board, the ceo, and other senior management; in assisting the board in reaching consensus on particular strategies and policies; and in facilitating robust director, board, and ceo evaluation processes. intel's board currently consists of nine independent directors and the ceo. dr. shaw is not a full-time executive officer of the company, unlike the case with dr. barrett and other employee-chairmen in prior years. one of dr. shaw's roles is to oversee and manage the board and its functions, including setting meeting agendas and running board meetings. in this regard, dr. shaw and the board in their advisory and oversight roles are particularly focused on assisting the ceo and senior management in seeking and adopting successful business strategies and risk management policies, and in making successful choices in management succession. ",0
185,50863,2012,"the board has a general policy that the positions of chairman of the board and ceo should be held by separate persons as an aid in the board's oversight of management. this policy is in the board's published guidelines on significant corporate governance issues, and has been in effect since the company began operations. typically, the chairman has served as a full-time executive officer. dr. craig r. barrett, a former ceo, served as a full-time executive officer in his position as chairman from 2005 until 2009, when he retired from intel. prior to that, andy grove served as chairman from 1997 until 2005. in may 2009, the board elected dr. jane shaw, an independent director, as chairman. as noted above, the board determined to elect mr. andy bryant to the board and to serve as chairman following dr. shaw's retirement at the time of the 2012 annual stockholders meeting. the election of mr. bryant follows a long corporate practice of senior officer and board succession planning in which the board seeks to identify a person with the particular skills and experience considered most appropriate at the time. the board determined that it and the company can benefit through mr. bryant's extensive experience with intel that includes 13 years of service as our cfo, and more recently as the senior executive responsible for the technology and manufacturing group, information technology, human resources, and finance. ",0
186,50957,2011,"our board of directors has combined the role of ceo and  cotb  and has designated an independent director as lead director. the board has combined the ceo and  cotb  role because it feels it is important for a single executive to be responsible for and to guide our company's strategic direction particularly given the company's turnaround situation. combining these roles also makes it clear that the person serving in these roles has primary responsibility for managing the company's business, subject to the oversight and review of the board. in addition, the board believes that the designation of an independent director as lead director ensures that strong, independent directors continue to effectively oversee our management and provide vigorous oversight of key issues relating to strategy, risk and integrity without the need to split the roles of ceo and  cotb . as described in our corporate governance guidelines, the lead director has the responsibility for: (i) acting as a liaison between the board and the  ceo ; (ii) assisting the  cotb  in setting the board agenda; (iii) acting as chair at executive sessions held outside the presence of the management directors, the  ceo , and other company personnel; (iv) communicating board member feedback to the  ceo ; and (v) performing other responsibilities that the independent directors as a whole may designate from time to time. we believe that this structure recognizes the importance of one person leading our company and the board, but also that an independent lead director with substantial authority helps ensure effective oversight by an independent board. ",1
187,51143,2010,"as noted below, the directors and corporate governance committee is responsible for the continuing review of the governance structure of the board, and for recommending to the board those structures and practices best suited to the company and its stockholders. at present, mr. palmisano serves as ibm's  cotb  and  ceo . the board currently has three independent presiding directors, with the chair of the board committee responsible for the principal subject under discussion presiding at the executive sessions of non- management directors. for example, the chair of the executive compensation and management resources committee presides at executive sessions of independent directors in which compensation for the ceo and cfo is determined. the directors and corporate governance committee and the board believe that this leadership structure is appropriate for the company at this time as it provides for focused engagement by the board committees and their chairs in their respective areas of responsibility, while also providing for engagement and participation by all board members with respect to items presented for deliberation. much attention has recently been given to the subject of risk and how companies assess and manage risks across the enterprise. at ibm, we believe that innovation and leadership are impossible without taking risks. we also recognize that imprudent acceptance of risk or the failure to appropriately identify and mitigate risks could be destructive of stockholder value. senior management is responsible for assessing and managing the company's various exposures to risk on a day- to- day basis, including the creation of appropriate risk management programs and policies. ibm has developed a consistent, systemic and integrated approach to risk management to help determine how best to identify, manage and mitigate significant risks throughout the company. the board is responsible for overseeing management in the execution of its responsibilities and for assessing the company's approach to risk management. the board exercises these responsibilities periodically as part of its meetings and also through the board's three committees, each of which examines various components of enterprise risk as part of their responsibilities. in addition, an overall review of risk is inherent in the board's consideration of the company's long- term strategies and in the transactions and other matters presented to the board, including capital expenditures, acquisitions and divestitures, and financial matters. the board's role in risk oversight of the company is consistent with the company's leadership structure, with the ceo and other members of senior management having responsibility for assessing and managing the company's risk exposure, and the board and its committees providing oversight in connection with those efforts",1
188,51143,2012,"as noted below, the directors and corporate governance committee is responsible for the continuing review of the governance structure of the board, and for recommending to the board those structures and practices best suited to the company and its stockholders. the committee and the board recognize that different structures may be appropriate under different circumstances. during its most recent transitions, the company has separated the roles of  cotb  and ceo. at present, mr. palmisano serves as ibm's  cotb  and ms. rometty serves as ibm's  ceo . additionally, the board currently has three independent presiding directors, with the chair of the board committee responsible for the principal subject under discussion presiding at the executive sessions of non-management directors. for example, the chair of the executive compensation and management resources committee presides at executive sessions in which compensation for the ceo, the chairman and the cfo is determined. the directors and corporate governance committee and the board believe that this leadership structure is appropriate for the company at this time as it provides for focused engagement by the board committees and their chairs in their respective areas of responsibility, while also providing for engagement and participation by all board members with respect to items presented for deliberation.",0
189,51253,2011,"to ensure independence and breadth of needed expertise and diversity of our board of directors, our corporate governance guidelines require our board to be comprised of between seven and thirteen members, a majority of whom are required to be independent in accordance with nyse standards. our board is currently comprised of 13 members, 12 of whom are independent, and all board committees are composed solely of independent directors. pursuant to the corporate governance guidelines, our board is free to choose its chairman of the board in any way that seems best for the company at any time and we believe that this flexibility allows our board to re-evaluate the particular leadership needs of the company at any point in time based on the particular facts and circumstances then affecting our business. as a result, the board does not have a policy that requires the roles of chairman of the board and ceo to be separate or, if the board determines at any time that these roles should be separate, a policy that dictates whether the chairman of the board should be selected from the non-employee directors or an employee of the company. because our corporate governance guidelines do not require separation of the chairman and ceo positions, the board has also established the role of independent lead director as an integral part of our board leadership structure to serve as the liaison between the independent directors and the chairman and ceo. the role and responsibilities of our lead director are described below under the heading lead director. on october 1, 2009, douglas d. tough, who was a board member at the time, assumed the role of non-executive chairman, with the plan that he would assume the additional role of ceo when his contract with his then employer expired, no later than the first quarter of 2010. on march 1, 2010, mr. tough assumed the additional role of ceo. as our prior chairman and chief executive officer resigned from these positions effective september 30, 2009, in the interim, beginning on october 1, 2009, our board established a temporary office of the ceo, which was comprised of three executive officers: our executive vice president and chief financial officer ( cfo ), our group president, fragrances, and our group president, flavors. knowing that this arrangement would be in place only on a temporary basis, the board chose to establish the temporary office of the ceo comprised of these three executive officers because the board believed that this structure best suited the needs of the company in terms of filling the ceo position with persons most familiar with the company until mr. tough was able to assume the role and responsibilities of the ceo, while also allowing these executives to maintain and fulfill the responsibilities associated with their current positions. the temporary office of the ceo was disbanded when mr. tough assumed the role as our ceo on march 1, 2010. with regard to the currently combined positions of chairman and ceo, we believe that this leadership structure has been effective for the company, and this board leadership structure is commonly utilized by other public companies in the united states. we believe that combining the roles of chairman and ceo provides us with a distinct leader and allows us to present a single, uniform voice to our customers, business partners, shareholders and employees. we also believe that designating an independent lead director provides the opportunity for many of the benefits similar to having an independent chairman and provides an appropriately balanced form of leadership for our company. in addition, our board is otherwise comprised solely of independent directors who together oversee the company's business. our independent directors evaluate the performance of our ceo on an annual basis through an objective procedure developed by our wholly independent nominating and governance committee. if at any point in time the board feels that its current leadership structure may be better served by separating the roles of chairman and ceo, it may then determine to separate these positions. however, at this point in time, we believe that the current board leadership structure is the best structure for our company and our shareholders. ",1
190,51644,2012,"the board continually examines its policies to ensure that interpublic's corporate governance and board structure sufficiently maximize the company's effectiveness. currently, the board believes that interpublic's chief executive officer is best situated to serve as chairman because he is the director most familiar with the operations of the company, and most capable of determining the strategic and operational priorities of interpublic and leading the discussion with the board. to ensure a proper level of independent board oversight, the board has also designated a presiding director, who has the duties listed below. the board believes that the corporate governance measures it has in place ensure that strong, independent directors continue to effectively oversee our management and to provide vigorous oversight of our key issues relating to strategy, risk and integrity. interpublic's board structure allows for independent directors to bring experience, oversight and expertise from outside interpublic and other industries, while the chief executive officer brings a company-specific knowledge base and expertise. the board believes that the combined role of chairman and chief executive officer promotes more effective strategy development and execution and a more enhanced information flow between management and the board, which are essential to effective governance. the board believes the combined role of chairman and chief executive officer, together with a presiding director, provides the most efficient and effective leadership for interpublic, and accordingly is in the best interests of shareholders. ",1
191,52988,2012,"the company's corporate governance guidelines provide that the board is free to select its chairman and chief executive officer in any manner after consideration of relevant factors at the time of the decision. currently, the board is led by a non-executive chairman, mr. watson, the former chief executive officer of the company. the board has determined that having mr. watson serve as chairman provides significant advantages to the board, as it allows the board to benefit from his prior experience and knowledge of the company's business and affairs and also facilitates communications and relations between the board, the chief executive officer and other senior management. because the board also believes that strong independent board leadership is a critical aspect of effective corporate governance, the board has established the position of presiding director. as discussed above, the presiding director rotates on an annual basis among the chairs of the various committees, with no director serving as presiding director for more than two consecutive years. the presiding director chairs the board meetings during all executive sessions. ",0
192,53669,2010," the board believes that mr. roell's strong leadership skills, extensive business experience, and knowledge of the company, its products and services is tremendously valuable to the board. in addition to his other skills and qualifications, mr. roell's position as both  cotb  and ceo of johnson controls serves as a vital link between management and the board of directors, allowing the board to perform its oversight role with the benefit of management's perspective on business and strategy. mr. roell brings to the board a broad strategic vision for the company, which is valuable to developing and implementing the company's strategic growth initiatives. ",1
193,53669,2011,"the board is comprised of ten of eleven independent directors. mr. roell serves as the chairman of the board and ceo. mr. roell's position as both chairman and ceo of johnson controls serves as a vital link between management and the board of directors, allowing the board to perform its oversight role with the benefit of management's perspective on our business strategy and all other aspects of the business. the board amended its corporate governance guidelines in july 2010 to provide for a lead director position; previously, the board had a presiding director. the board believes the lead director position provides guidance to the non-management (independent) directors in their active oversight of management, including the chairman and ceo, a crucial feature of sound corporate governance. robert a. cornog, the lead director, is an independent director who was appointed by the affirmative vote of a majority of independent directors. the lead director, among other things, has input into the establishment of board meeting agendas, facilitates the review of reports generated as part of the company's comprehensive risk management program, and communicates regularly with the chairman of the board. he also provides feedback after each board meeting to the chairman on the substance of the items presented and may make suggestions for enhancing management's and the board's effectiveness. in addition, the board requires executive sessions of the independent directors at least twice annually. during these executive sessions, the lead director has the responsibility, among other things, to set the agenda and lead and facilitate the meeting and discussion of matters on the agenda. when the chairman is unavailable for regular board meetings, the lead director has the responsibility for fulfilling the duties of the chairman at those meetings. mr. roell's in-depth knowledge of each of our businesses and their management structures, and the competitive challenges each business faces, creates an indispensable link between management and the independent board members, and makes him the director best qualified to serve as chairman at this time. our board has a duty to periodically review its determination to have a single individual act both as chairman and ceo from time to time. ",1
194,53669,2012,"the board is currently comprised of 11 independent directors of 12 in total. mr. roell serves as the chairman of the board and our chief executive officer ( ceo ). mr. roell's position as both chairman and ceo serves as a vital link between management and the board, allowing the board to perform its oversight role with the benefit of management's perspective on our business strategy and all other aspects of the business. mr. roell's in-depth knowledge of each of our businesses and their management structures, and the competitive challenges each business faces, creates an indispensable link between management and the independent board members, and makes him the director best qualified to serve as chairman at this time. our board periodically reviews its determination to have a single individual act both as chairman and ceo. ",1
195,55067,2011,"our board is composed of 10 independent directors, mr. jenness, the executive chairman of the board and mr. bryant, chief executive officer. in addition, as provided in our guidelines, the board has designated one of the independent directors as lead director. the board has established six standing committees audit, compensation, nominating and governance, social responsibility and public policy, consumer marketing, and executive. each of the board committees is composed solely of independent directors (other than the executive committee), each with a different independent director serving as committee chair. we believe that the mix of experienced independent and management directors that make up our board, along with the independent role of our lead director and our independent board committees, benefits kellogg and its shareowners. the board believes that it is beneficial to kellogg and its shareowners to designate one of the directors as a lead director. the lead director serves a variety of roles including, reviewing and approving board agendas, meeting materials and schedules to confirm the appropriate topics are reviewed and sufficient time is allocated to each; serving as liaison between the chairman of the board, chief executive officer and the non-management directors; presiding at the executive sessions of independent directors and at all other meetings of the board of directors at which the chairman of the board is not present; and calling an executive session of independent directors at any time, consistent with the guidelines. gordon gund, an independent director and the chairman of the nominating and governance committee, is currently our lead director. mr. gund is an effective lead director for kellogg due to, among other things, his independence, his deep strategic and operational understanding of kellogg obtained while serving as a kellogg director, and his corporate governance knowledge acquired during his tenure as a member of the governance committees of two fortune 500 companies. mr. gund may be contacted at gordon.gund@kellogg.com. any communications which shareowners or interested parties may wish to send to the board may be directly sent to mr. gund at this e-mail address. with respect to the roles of chairman and ceo, the guidelines provide that the roles may be separated or combined, and the board exercises its discretion in combining or separating these positions as it deems appropriate in light of prevailing circumstances. the board believes that the combination or separation of these positions should continue to be considered as part of the succession planning process. since 2006, the roles have been separated, with mr. jenness serving as chairman. mr. jenness has been closely involved with kellogg for over thirty years in various roles including chief executive officer and director. during that time, mr. jenness was chief executive officer of integrated merchandising systems llc, a market leader in outsource management for retail promotion and branded merchandising. he also served in various positions of increasing responsibility at leo burnett company, kellogg's major advertising agency partner, for many years, including as vice chairman, chief operating officer and director. mr. jenness generously volunteers as senior director of children's memorial hospital of chicago and on the mercy home for boys and girls board of regents and its strategic planning committee. he serves as director of kimberly-clark corporation, on the depaul university college of commerce advisory council, as vice chairman of depaul's board of trustees, and is co-trustee of the w.k. kellogg foundation trust. given his unique knowledge, experience, and relationship with both the board and management, his continued role as executive chairman provides significant value for kellogg and its shareowners. our board conducts an annual evaluation to determine whether it and its committees are functioning effectively. as part of this annual self-evaluation, the board evaluates whether the current leadership structure continues to be appropriate for kellogg and its shareowners. our guidelines provide the flexibility for our board to modify our leadership structure in the future as appropriate. we believe that kellogg, like many u.s. companies, has been well-served by this flexible leadership structure. ",0
196,55067,2012,"no director may be nominated for a new term if he or she would be seventy-two or older at the time of election, unless the board determines that it is in the best interest of kellogg to re-nominate the independent director for up to one additional term due to his or her unique capabilities or special circumstances. . electing a director to a three-year term enhances the independence of a non-employee director by providing him or her with a longer term of office. this longer term provides enhanced independence from management or from special interest groups who may have an agenda contrary to the long-term interests of all shareowners. as a result, independent directors are able to make decisions that are in the best interest of kellogg and its shareowners without having to consider annual elections. with respect to the roles of  cotb  and ceo , the guidelines provide that the roles may be separated or combined, and the board exercises its discretion in combining or separating these positions as it deems appropriate in light of prevailing circumstances. since 2006, the roles have been separated, with mr. jenness serving as  cotb . mr. jenness has been closely involved with kellogg for over thirty years in various roles including ceo and director. during that time, mr. jenness was ceo of integrated merchandising systems llc, a market leader in outsource management for retail promotion and branded merchandising. he also served in various positions of increasing responsibility at leo burnett company, kellogg's major advertising agency partner, for many years, including as vice  cotb , chief operating officer and director. mr. jenness generously volunteers as senior director of children's memorial hospital of chicago and on the mercy home for boys and girls board of regents and its strategic planning committee. he serves as a director of kimberly-clark corporation, and will become the lead director immediately following their 2012 annual meeting of shareholders. he also serves on the depaul university college of commerce advisory council, as  cotb  of depaul's board of trustees, and is co-trustee of the w.k. kellogg foundation trust. given his unique knowledge, experience, and relationship with both the board and management, his continued role as executive  cotb  provides significant value for kellogg and its shareowners. ",0
197,55135,2011," carol m. adderley is the daughter of terence e. adderley, the controlling stockholder, and the granddaughter of w. r. kelly, the company's founder. it is the opinion of the board of directors that it is in the best interests of the company to have the next generation of the adderley family serve as a director and become immersed in the operations of the company. ms. adderley holds advanced degrees in the humanities and is a published author. the option of one year, two years or three years that receives the highest number of votes cast by stockholders will be the frequency for the advisory vote on executive compensation that has been selected by stockholders. however, because this vote is advisory and not binding on the board of directors or the company in any way, the board of directors may decide that it is in the best interests of our stockholders and the company to hold an advisory vote on executive compensation more or less frequently than the option approved by our stockholders. ",0
198,55785,2011,"the board has established a leadership structure in which responsibilities are allocated between the chairman of the board and chief executive officer and the lead director. the board believes this allocation of responsibilities between these two positions provides for dynamic board leadership while maintaining strong independence and is therefore an effective and appropriate leadership structure. chairman of the board and chief executive officer positions. mr. falk serves as chairman of the board and chief executive officer. as noted in our corporate governance policies, the board believes that it is appropriate for a single person to serve in both positions. the board has the discretion to separate the roles in the future if it deems it advisable and in the best interest of kimberly-clark to do so. lead director. mr. shapiro served as lead director in 2010. the lead director serves as chairman of the executive committee. our corporate governance policies outline the role and responsibilities of the lead director, which include coordinating the activities of the independent directors, providing input with regard to agendas and schedules for board meetings, leading (with the chairman of the nominating and corporate governance committee) the annual board evaluation discussion, leading (with the chairman of the management development and compensation committee) the board's review and discussion of the chief executive officer's performance, providing feedback to individual directors following their periodic evaluations, speaking on behalf of the board and chairing board meetings when the chairman of the board is unable to do so and acting as a direct conduit to the board for stockholders, employees and others pursuant to policies adopted by the board. the lead director also chairs executive session meetings of non-management directors. the non-management directors meet in executive session without the presence of management at least quarterly. ",1
199,55785,2012,"mr. falk serves as chairman of the board and chief executive officer. as noted in our corporate governance policies, the board believes that it is appropriate for a single person to serve in both positions. the board has the discretion to separate the roles in the future if it deems it advisable and in the best interest of kimberly-clark to do so. ",1
200,56873,2011,"our board is composed of twelve independent directors and two management directors, mr. dillon, the chairman of the board and ceo, and mr. mcmullen, president and chief operating officer. in addition, as provided in our guidelines on issues of corporate governance, the board has designated one of the independent directors as lead director. the board has established five standing committees audit, compensation, corporate governance, financial policy, and public responsibilities. each of the board committees is composed solely of independent directors, each with a different independent director serving as committee chair. we believe that the mix of experienced independent and management directors that make up our board, along with the independent role of our lead director and our independent board committees, benefits kroger and its shareholders. the board believes that it is beneficial to kroger and its shareholders to designate one of the directors as a lead director. the lead director serves a variety of roles, including reviewing and approving board agendas, meeting materials and schedules to confirm the appropriate topics are reviewed and sufficient time is allocated to each; serving as liaison between the chairman of the board, management, and the non- management directors; presiding at the executive sessions of independent directors and at all other meetings of the board of directors at which the chairman of the board is not present; and calling an executive session of independent directors at any time. bobby shackouls, an independent director and the chair of the corporate governance committee, is currently our lead director. mr. shackouls is an effective lead director for kroger due to, among other things, his independence, his deep strategic and operational understanding of kroger obtained while serving as a kroger director, his corporate governance knowledge acquired during his tenure as a member of our corporate governance committee, his previous experience on other boards, and his prior experience as a ceo of a fortune 500 company. with respect to the roles of chairman and ceo, the guidelines provide that the board believes that it is in the best interests of kroger and its shareholders for one person to serve as chairman and ceo. the board recognizes that there may be circumstances in which it is in the best interests of kroger and its shareholders for the roles to be separated, and the board exercises its discretion as it deems appropriate in light of prevailing circumstances. the board believes that the combination or separation of these positions should continue to be considered as part of the succession planning process, as was the case in 2003 when the roles were separated. since 2004, the roles have been combined. our board and each of its committees conduct an annual evaluation to determine whether they are functioning effectively. as part of this annual self- evaluation, the board assesses whether the current leadership structure continues to be appropriate for kroger and its shareholders. our guidelines provide the flexibility for our board to modify our leadership structure in the future as appropriate. we believe that kroger, like many u.s. companies, has been well- served by this flexible leadership structure.",1
201,57528,2013,"the board of directors does not have a general policy regarding the separation of the roles of  cotb  and ceo . the board of directors believes that it is in our best interest to retain flexibility in determining whether to separate or combine the roles of  cotb  and ceo based on our circumstances. mr. lee is the ceo and mr. warehime is the  cotb , meaning the roles of  cotb  and ceo are currently separate. if the  cotb  is not an independent director, our corporate governance principles provide for a lead independent director. the lead independent director is elected by the independent directors of the board. the lead independent director: coordinates the activities of the independent directors; advises the  cotb  and participates with the  cotb  and ceo in preparing board meeting schedules and agendas; advises the  cotb  and ceo as to the quality, quantity and timeliness of information provided to the independent directors; presides at all meetings of the board when the  cotb  is not present and at all executive sessions of the board; calls meetings of the independent directors; recommends the retention of consultants by the board; interviews director candidates along with the members of the governance and nominating committee; assists with compliance with our governance principles; coordinates and moderates executive sessions of the board; evaluates the ceo 's performance along with the compensation committee; recommends to the governance and nominating committee the membership of the committees of the board and committee chairmen; and serves as a member of the executive committee and as a member of all other committees of the board. mr. warehime is the  cotb  and mr. prezzano is the lead independent director.",0
202,58492,2012,"independent board chair and board leadership structure independent board chair and board leadership structure richard fisher, a non-management director of the company, was elected by the board of directors in 2008 to serve as the independent board chair. the company has split the positions of board chair and ceo since 2006, when david haffner was appointed leggett's ceo . during mr. haffner's tenure as ceo , the board has chosen as its board chair directors with a long view of leggett's evolution mr. fisher has been a director since 1972 and his predecessor, felix e. wright, had been on the board since 1977. the board evaluates annually the responsibilities of the independent board chair and whether the separation of the  cotb ship and ceo continues to best serve the board and our shareholders. the board does not have a fixed policy with respect to the separation of the board chair and the ceo and maintains the flexibility to make this determination on a case-by-case basis in a manner it deems in the company's best interests. ",0
203,59478,2011,"the board currently combines the role of  cotb  with the role of  ceo , coupled with a lead director position to further strengthen the governance structure. the board believes this provides an efficient and effective leadership model for the company. combining the  cotb  and ceo roles fosters clear accountability, effective decision-making, and alignment on corporate strategy. to assure effective independent oversight, the board has adopted a number of governance practices, including: a strong, independent, clearly-defined lead director role (see below for a full description of the role) executive sessions of the independent directors after every regular board meeting annual performance evaluations of the  cotb  and ceo by the independent directors. however, no single leadership model is right for all companies and at all times. the board recognizes that depending on the circumstances, other leadership models, such as a separate independent  cotb , might be appropriate. accordingly, the board periodically reviews its leadership structure. the lead director recommends to the board an appropriate process by which a new  cotb  and ceo will be selected. the board has no required procedure for executing this responsibility because it believes that the most appropriate process will depend on the circumstances surrounding each such decision. ",1
204,59527,2011,"currently, our ceo also serves as the  cotb . the board has no policy with respect to the separation of these offices. the board of directors believes that this matter is part of the succession planning process and that it is in our best interests for the board of directors to consider it each time that it elects the  ceo . the board of directors recognizes that there may be circumstances in the future that would lead it to separate these offices, but it believes that there is no reason to do so at this time. the board believes having one individual serve as both ceo and  cotb  is beneficial to us, as well as consistent with recent developments in corporate governance matters when coupled with a lead director. as both a director and an officer, mr. stropki fulfills a valuable leadership role that the board believes is beneficial. in the board's opinion, mr. stropki's dual role enhances his ability to provide insight and direction on important strategic initiatives impacting us and our shareholders to both management and the independent directors. the board also believes that mr. stropki's dual role is consistent with good governance practices. the board, through its nominating and corporate governance committee, regularly considers developments in key areas of corporate governance, including director independence. particularly notable to this committee have been statements by some governance commentators (such as the conference board and national association of corporate directors) who have found no reason for a split between the positions of ceo and  cotb  when a counterbalance, such as a lead director, is present. as noted above, the board officially designates a lead director. our lead director performs several important functions, including the coordination of the activities of the independent directors, providing input on agendas for board and committee meetings and facilitating communications between the  cotb  and the other members of the board. the lead director works with the  cotb  and ceo and other board members to provide strong, independent oversight of our management and affairs. indicates less than 1% reported in compliance with the beneficial ownership rules of the securities and exchange commission, under which a person is deemed to be the beneficial owner of a security, for these purposes, if he or she has or shares voting power or investment power over the security or has the right to acquire the security within 60 days of december 31, 2010. includes 3,506 restricted shares and 15,500 shares that may be acquired upon the exercise of stock options within 60 days of december 31, 2010. includes 3,506 restricted shares and 5,500 shares that may be acquired upon the exercise of stock options within 60 days of december 31, 2010. includes 3,506 restricted shares and 6,000 shares that may be acquired upon the exercise of stock options within 60 days of december 31, 2010. includes 3,506 restricted shares. of the shares reported, mr. lincoln held of record 174,903 shares, 3,506 shares of which are restricted shares. an additional 514 shares were held of record by his spouse. the remaining shares were held of record as follows: 6,159 shares by a trust for the benefit of his son, as to which mr. lincoln is a trustee; 17,577 shares by the laura r. heath family trust for which mr. lincoln serves as trustee; 30,780 shares by the g.r. lincoln family foundation for which mr. lincoln serves as a trustee; and 11,500 shares that may be acquired upon the exercise of stock options within 60 days of december 31, 2010. mr. lincoln disclaims beneficial ownership of the shares held by his spouse, the trusts and the foundation. of the shares reported, 23,333 shares were held of record by a trust established by ms. lincoln, under which she has sole investment and voting power and which shares have been pledged in connection with a margin loan, 3,506 shares are restricted shares and 100 shares are held by her son (as to which ms. lincoln disclaims beneficial ownership). the remaining shares were held of record as follows: 501,622 shares were held of record by the lincoln institute of land policy, of which ms. lincoln is the chair, as to which shares ms. lincoln disclaims beneficial ownership; and 3,500 shares may be acquired upon the exercise of stock options within 60 days of december 31, 2010. includes 3,506 restricted shares. includes 2,147 restricted shares. includes 3,506 restricted shares and 9,500 shares that may be acquired upon the exercise of stock options within 60 days of december 31, 2010. includes 3,506 restricted shares and 6,500 shares that may be acquired upon the exercise of stock options within 60 days of december 31, 2010. of the shares reported, mr. stropki held of record 119,800 shares, 75,866 shares of which are restricted shares and 108 shares of which were held of record by a trust established by mr. stropki and his spouse, over which they share investment and voting power. mr. stropki has the right to acquire 381,986 shares upon the exercise of stock options within 60 days of december 31, 2010. of the shares reported, mr. petrella held of record 26,191 shares, 3,703 shares of which are held jointly by mr. petrella and his spouse and over which they share voting and investment power, and 20,040 shares of which are restricted shares. mr. petrella has the right to acquire 82,326 shares upon the exercise of stock options within 60 days of december 31, 2010. of the shares reported, mr. stueber held of record 22,470 shares, 16,450 shares of which are restricted shares and 20 shares of which are held by his son (as to which mr. stueber disclaims beneficial ownership). mr. stueber has the right to acquire 58,142 shares upon the exercise of stock options within 60 days of december 31, 2010. of the shares reported, mr. leblanc held of record 16,358 shares, 13,595 shares of which are restricted shares. mr. leblanc has the right to acquire 26,306 shares upon the exercise of stock options within 60 days of december 31, 2010. of the shares reported, mr. blankenship held of record 17,151 shares, 1,070 of which are held jointly by mr. blankenship and his spouse and over which they share voting power, and 12,270 shares which are restricted shares. mr. blankenship has the right to acquire 40,023 shares upon the exercise of stock options within 60 days of december 31, 2010. includes 699,045 shares which all executive officers and directors, as a group, have or had the right to acquire upon the exercise of stock options within 60 days of december 31, 2010. in addition to the above management holdings, as of december 31, 2010, the lincoln electric company employee savings plan (401(k) plan) held 1,096,565 shares of lincoln common stock, or approximately 2.60% of the shares of lincoln common stock outstanding. ",1
205,59558,2010,"we separate the roles of ceo and  cotb  in recognition of the differences between the two roles. the ceo is responsible for setting the strategic direction for the company and the day-to-day leadership and performance of the company, while the  cotb  provides guidance and sets the agenda for board meetings and presides over meetings of the full board. in may 2009, independent director william h. cunningham became the non-executive  cotb . mr. cunningham is not an officer of lnc. in addition to the duties described above, mr. cunningham acts as the key liaison between the board and management and helps set the agendas for board committee meetings. as  cotb , mr. cunningham also has the authority to call special meetings of the board.",0
206,59558,2012,"the board has no policy requiring separation of the offices of  ceo , or ceo, and chairman of the board. the board believes this decision is part of the succession planning process and takes into consideration the best interests of the company in making this determination. currently, we separate the roles of ceo and chairman of the board in recognition of the differences between the two roles. the ceo is responsible for setting the strategic direction for the company and the day-to-day leadership and performance of the company, while the chairman of the board provides guidance and sets the agenda for board meetings and presides over meetings of the full board. in may 2011, independent director, william h. cunningham, was re-elected in may of 2011 to serve another one-year term as the non-executive chairman of the board. in addition to the duties described above, mr. cunningham acts as the key liaison between the board and management and helps set the agendas for board and committee meetings. as  cotb , mr. cunningham also has the authority to call special meetings of the board.",0
207,60086,2011,"our board's leadership structure consists of two co-chairmen of the board, andrew h. tisch and jonathan m. tisch, both of whom are members of the office of the president, and a lead director, who is also  cotb  of its nominating and governance committee, presently paul j. fribourg. the company's ceo and third member of its office of the president, james s. tisch, does not serve in a formal leadership capacity on our board. our board believes that this structure provides input and guidance for the board from both senior management, as represented by the members of the office of the president, and the non-management directors, as represented by the lead director, which enable the board to fulfill its oversight role. our board also believes that the exclusion of the company's ceo from its leadership structure helps to achieve an appropriate balance between the differing perspectives of management and non-management directors during the course of its proceedings. the lead director plays an important role in our board's leadership structure. the non-management directors meet in executive session after each regular meeting of our board. the lead director chairs these meetings of the non-management directors, in addition to serving as  cotb  of the nominating and governance committee, the principal board committee charged with responsibility for the board's leadership structure. in this dual role, the lead director facilitates the ability of non-management directors to fulfill their responsibilities and provides a structure for communicating any concerns that the non-management directors may have directly to the company's senior management.",0
208,60667,2010,"robert a. niblock currently holds the positions of  cotb  and ceo of the company. the corporate governance guidelines of the company provide for an independent lead director to be elected by the independent directors annually at the meeting of the board of directors held in conjunction with the annual meeting of shareholders. o. temple sloan, jr. has served as lead director of the company since august 2008. the corporate governance guidelines provide that the lead director will: preside at all meetings of the board at which the  cotb  is not present, including executive sessions of the non-management directors; serve as a liaison between the  cotb  and the independent directors; communicate with the  cotb  and the secretary of the company to develop an agenda for each board meeting and determine the nature and extent of information that shall be provided regularly to the directors for each scheduled meeting; approve meeting schedules to assure that there is sufficient time for discussion of all agenda items; have the authority to call meetings of the independent directors; and be available for consultation and direct communication with major shareholders upon request at the direction of the  ceo . the lead director also serves as the chairperson of the governance committee of the board of directors, which functions as the board's nominating committee as well, and is comprised entirely of independent directors. the board believes that the company's current leadership structure with the combined role of  cotb  and ceo promotes unified leadership and direction for the company, which allows for a single, clear focus for management to execute the company's strategy and business plans. the board also believes that having an independent lead director whose responsibilities closely parallel those of an independent  cotb  ensures that the appropriate level of independent oversight is applied to all board decisions.",1
209,60751,2010,"for decades, lubrizol has operated with a leadership structure in which the ceo also serves as the  cotb . this tradition is the product of our corporate culture and history of producing tenured, senior-level employees who are suitable and most effective for both positions. mr. hambrick has served as both  cotb  and as ceo since 2005. presently, the board believes that this current leadership structure for the company is effective and appropriate for a number of reasons. first, the board believes it relevant that during the time mr. hambrick has occupied both positions, the company has achieved record earnings as adjusted every year. second, mr. hambrick's diverse 36-year career at the company, which has included managerial assignments worldwide, brings to both roles detailed knowledge of the corporation's global assets and operating activities. as ceo , this knowledge enables him to direct senior management resources with precision, competence and speed. as  cotb , this understanding of the business enables him to engage board oversight and insight where it is most needed and to focus the board's attention on the issues that most impact the company's current profitability, long-term strategy and future prosperity. in short, his understanding of the company's activities is best leveraged in his dual leadership role. the board also considers it noteworthy that mr. hambrick presently does not serve on other public company boards. third, the company's governance practices, board committee structure and method for setting meeting agendas, and the active role of an engaged lead independent director, all operate to prevent excessive control by any single director, including mr. hambrick. the board's policies and practices promote candid review and interaction among all directors. for example, the board's nominating and governance committee is comprised of all of the independent directors; does not include the ceo ; regularly meets in executive session without the ceo and whenever director nominations are considered; and is responsible for establishing governance policy and practices. the board's agendas are not established by mr. hambrick, but, rather, by consensus following discussions involving all directors. mr. hambrick facilitates the board's review of issues and strategy; he does not determine or direct its scope or range. finally, the ability of board committees and every other director to communicate freely with the  cotb  is assured by the standing of the lead independent director (which we have had for over 10 years), whose charge includes chairing the executive sessions of the board outside the presence of the ceo ; acting as liaison for communications between the  cotb  and the other directors; providing input concerning the effectiveness of board meetings; and bringing to the  cotb 's attention requests of independent directors for agenda content or changes. dominic j. pileggi currently serves as the lead director. the lead director also coordinates and reviews all communications and correspondence directed by shareholders, or their representatives, to the board. you may communicate with the board through the lead director by sending a letter marked confidential and addressed to: lead director, the lubrizol corporation board of directors, c/o leslie m. reynolds, corporate secretary, 29400 lakeland boulevard, wickliffe, oh 44092. you also may send an email to the lead director at",1
210,60849,2011,"proposal no. 2: ratification of deloitte & touche llp as the company's independent registered public accounting firm for fiscal year 2011 the audit committee has selected the firm deloitte & touche llp as our independent registered public accounting firm to audit the company's books and accounts for the fiscal year ending december 31, 2011. deloitte & touche llp served as our independent registered public accounting firm for the fiscal year ended december 31, 2010. while the audit committee is responsible for the appointment, compensation, retention, termination and oversight of the independent registered public accounting firm, we are requesting, as a matter of good corporate governance, that the stockholders ratify the appointment of deloitte & touche llp as our principal independent registered public accounting firm. if the stockholders fail to ratify the selection, the audit committee will reconsider whether to retain deloitte & touche llp and may retain that firm or another without re-submitting the matter to our stockholders. even if the appointment is ratified, the audit committee may, in its discretion, direct the appointment of a different independent registered public accounting firm at anytime during the year if it determines that such change would be in the company's best interests and in the best interests of our stockholders. deloitte & touche's representative will be present at the annual meeting and will have an opportunity to make a statement, if they so desire, as well as to respond to appropriate questions asked by our stockholders. proxies solicited hereby will be voted for the ratification the appointment of deloitte & touche llp as our independent registered public accounting firm for fiscal year 2011, unless shareholders specify otherwise in their proxies. the affirmative vote of the holders of a majority of the common stock present in person or by proxy at the annual meeting and entitled to vote is required for the ratifying the appointment of deloitte & touche llp for purposes of this proposal number 2. the company's leadership structure is lead by a board of directors currently comprised of ten members. the  cotb  is not an officer or employee of the company. the company's ceo /president is a member of the board of directors and is the only member of the board who is employed by the company. the ceo /president is not an assigned member of any of the board's five committees. it has also been the policy of the board to provide semiannual meetings of its independent directors. these scheduled meetings are private and confidential meetings held in conjunction with regular meetings of the board. agendas and topics discussed at these meetings are the responsibility of the lead director. the board has agreed that the lead director will be the director who is elected  cotb  of the compensation committee. the board has used this leadership structure during the past three years and has found that is has provided shared responsibility and has been responsive to business and shareholder requirements.",0
211,61986,2013,"the board has determined that the interests of the company and the board of directors are best served by having the same individual serve as both the  cotb  and the ceo of the company. among the many factors considered by the board in reaching this conclusion are (a) a track record of effective board and company leadership while the  cotb  and ceo roles have been combined; (b) all board members other than the ceo are independent; (c) all committees of the board consist only of independent directors; (d) the board has established clear corporate governance guidelines and committee charters which appropriately guide and govern the  cotb ; (e) a history of successful governance of the company and the absence of any problematic governance issues while the  cotb  and ceo roles have been combined; and (f) the designation of an independent director who presides at all independent director sessions of the board. the corporate governance guidelines provide that the chairperson of the corporate governance committee will serve as the presiding director for the executive (independent director) sessions. if for any reason the chairperson of the corporate governance committee is unable to attend or perform the presiding role at a particular independent director session, will designate the chairperson of either the compensation committee or the audit committee to assume the role of the presiding director for the particular independent director session. the chairperson of the corporate governance committee, in role as the presiding independent director, also performs the following functions: (a) calls independent directors sessions; (b) chairs and leads the discussions at independent director sessions; (c) serves as a liaison between the  cotb  and the independent directors; (d) reviews and approves the agendas for regular board meetings, including the meetings schedule; and (e) meets with the  cotb  and ceo after each independent director session to provide feedback to the ceo regarding the board meeting and any other matters deemed appropriate by the independent directors.",1
212,62709,2010,"the board has determined that all directors other than mr. duperreault are independent. with 11 independent directors out of 12, the board has satisfied its objective that a substantial majority of mmc's directors should be independent of management. our board of directors currently has 12 members. the only member of management who serves on the board is brian duperreault, mmc's president and  ceo . stephen r. hardis is the board's independent  cotb . as stated above under corporate governance, the  cotb  of the mmc board has been an independent director since 2005. the board believes that this currently is the best leadership structure for mmc and will continue to periodically evaluate whether the structure is in the best interests of stockholders. in 2005, mmc separated the roles of ceo and  cotb  by selecting an independent director to act as  cotb . in 2006, we confirmed this approach as a general matter of mmc policy. ",0
213,62996,2011,"richard manoogian retired from employment as our executive chairman in 2009 and since then has served as chairman of the board as a non-employee director. until 2007, mr. manoogian served as both our chairman and chief executive officer, and the non-employee directors selected mr. istock to serve as the presiding director. mr. istock continues to serve in that capacity. as a result of his long-term leadership of masco, mr. manoogian has extensive company-specific knowledge as well as a deep understanding of the new home construction and home improvement markets. he and mr. istock have a strong working relationship with each other and with the other members of the board. although the board believes that this board leadership structure is in the best interest of the company and its stockholders at this time, the board has no policy with respect to the separation of the roles of ceo and chairman and believes that these are matters that should be discussed and determined by the board from time to time, based on all of the then-current facts and circumstances. if the roles of chairman and ceo are combined in the future, the role of presiding director would likely continue to be part of the board leadership structure. ",0
214,62996,2012,"mr. plant was recommended for consideration as a nominee for director by one of our independent directors. the board has determined that mr. plant is independent under the independence requirements of applicable law and the new york stock exchange ( nyse ). the  cotb  and the lead director have a strong working relationship with each other and with the other members of the board. although the board believes that this board leadership structure is in the best interests of the company and our stockholders at this time, the board has no policy with respect to the separation of the roles of ceo and  cotb  and believes that these are matters that should be discussed and determined by the board from time to time, based on all of the then-current facts and circumstances. if the roles of  cotb  and ceo are combined in the future, the role of lead director would likely continue to be part of our board leadership structure. the board of directors has carefully considered this proposal and has concluded that our classified board structure continues to promote our best interests and those of our stockholders. therefore, the board unanimously recommends a vote against this proposal. the board believes that the classified board structure has served us and our stockholders well since its adoption in 1988, and that it continues to provide important benefits to us, including the following: the board of directors has carefully considered this proposal and has concluded it is not in the best interests of our company or our stockholders. therefore, the board unanimously recommends a vote against this proposal. the board believes that a policy that would require senior executives to hold 75% or more of their equity awards until reaching normal retirement age would undermine the effectiveness and competitiveness of our existing executive compensation programs. for the foregoing reasons, the board of directors believes that this proposal is not in our best interests or the best interests of our stockholders. ",0
215,63276,2013,"effective as of january 1, 2013, bryan g. stockton, mattel's  ceo , succeeded robert a. eckert as  cotb  following mr. eckert's retirement as a director of mattel. mattel's corporate governance documents provide the board with maximum flexibility to select the appropriate leadership structure for the company. the board strongly believes at this time that the most effective board leadership structure is mr. stockton serving as both board  cotb  and ceo and mr. sinclair serving as the board's independent lead director. as discussed below, the board believes that this leadership structure at the present time strikes the optimal balance between unified leadership and effective independent oversight. mattel's business is complex, and its products are sold throughout the world. especially in this challenging economy, the board believes that it is best for mattel and its stockholders to have the same individual serve as  cotb  and  ceo . first, this structure promotes efficient board meetings. a combined  cotb  and ceo acts as a bridge between management and the board, encouraging, along with the independent lead director, strong information flows so that both groups act with a common purpose. second, this structure facilitates short-term crisis management and long-term strategic planning. the ceo has an in-depth knowledge of company operations and the industries and markets in which mattel competes. as such, the board believes that mr. stockton, rather than an outside director, is in the best position to bring valuable insights, business issues and market opportunities and risks to the board's attention for review and deliberation. third, this board leadership structure promotes decisive, unified leadership. with a combined  cotb  and  ceo , there is clarity about responsibility and accountability. most importantly, combining the  cotb  and ceo builds a cohesive corporate culture, allowing mattel to speak with a single voice both inside and outside the company. the board also recognizes the importance of strong independent board leadership. mattel's corporate governance guidelines require that the independent directors select an independent lead director when the  cotb  is not independent. the independent directors have selected mr. sinclair to serve as the independent lead director. the board believes that the independent lead director provides the same independent leadership, oversight and benefits for the company and board that would be provided by an independent  cotb . the independent lead director's duties include the following significant responsibilities: consistent with its commitment to good corporate governance practices, the board evaluates the board's leadership structure periodically as well as whenever it elects a new  ceo . as part of this evaluation, the board assesses which leadership structure is in the best interests of the company and its stockholders and retains the authority to select a different leadership structure, including separating the positions of  cotb  and  ceo . for example, when robert a. eckert stepped down as ceo in december 2011 and was succeeded by mr. stockton, mattel's board decided that mr. eckert should continue to serve as  cotb  in order to facilitate continuity of mattel's senior leadership and so that the board would continue to benefit from mr. eckert's substantial knowledge of the operations, opportunities and challenges of mattel and the industries in which it competes. accordingly, as discussed above under the board of directors and corporate governance board leadership structure, mattel's governing documents provide the board with maximum flexibility to select the most appropriate leadership structure for the company, including, when appropriate, separating the positions of  cotb  and ceo (which the board has done in the past). we believe that the company and its stockholders benefit from this flexibility, and that the board is best positioned to lead this evaluation since the board has extensive knowledge of the company's strategic goals, opportunities and challenges. thus, we believe that it is important for the board to continue to determine on a case-by-case basis the most effective leadership structure for mattel, rather than take the one-size-fits-all approach to board leadership requested by this stockholder proposal. the board periodically evaluates mattel's board leadership structure and is not committed to one particular leadership structure. the board believes that at the present time, mattel and its stockholders are best served by a leadership structure in which a single person serves as  cotb  and  ceo , counterbalanced by a strong, independent board led by an independent lead director who has specifically-enumerated powers and specified responsibilities. the board believes that at the present time this leadership structure strikes the optimal balance between unified leadership and effective independent oversight, as discussed in more detail above under the board of directors and corporate governance board leadership structure. the board also recognizes the importance of strong independent board leadership. mattel's corporate governance guidelines require that the independent directors select an independent lead director when the  cotb  is not independent. the independent directors have selected mr. sinclair to serve as the independent lead director. the independent lead director's responsibilities mirror those typically performed by an independent  cotb  and include the following: the stockholder proposal attempts to justify imposing a one-size-fits-all approach to board leadership in part by criticizing mattel's executive compensation practices. as discussed in detail under the board of directors and corporate governance board committees compensation committee and compensation disclosure compensation discussion and analysis above, we have implemented strong governance standards with respect to executive compensation. further, at mattel's 2012 and 2011 annual meetings of stockholders, more than 95% and 93%, respectively, of the votes cast voted to approve the compensation provided to mattel's named executive officers. ",0
216,63296,2011,"the board of directors has determined that an independent, non-employee member should be appointed to serve as  cotb . the board believes that separation of the positions of  cotb  and  ceo , with the appointment of an independent, non-employee director as  cotb , strengthens the company's corporate governance. john d. turner is the company's current independent, non-employee  cotb .",0
217,63754,2012,"the company's board is led by our chairman, alan d. wilson, who is also the chief executive officer. the board of directors believes that the company is and has been well served by this combined structure. such a structure acts as a bridge between management and the board, thus helping to ensure that both act with commonality of purpose and allowing efficient communication between them. the board believes that the ceo is best able to bring key business issues and stockholder interests to the board's attention, given his in-depth understanding of the company. as well, the combined structure helps ensure accountability for the actions and strategic direction of the company. combining the roles also ensures that the company presents its message and strategy to stockholders, employees and customers with a unified voice. the board has appointed a lead director. the independent directors, meeting in executive session in november 2009, selected michael d. mangan to serve as the lead director. the duties of the lead director are to (i) preside at executive sessions of the board, and brief the ceo, as needed, following such sessions; (ii) preside at meetings of the board where the chairman is not present; (iii) call meetings of the independent directors; (iv) provide input on board agendas and meeting schedules; (v) provide feedback to the chairman on the quality of information received from management; and (vi) participate with the chairman and the nominating/corporate governance committee in interviewing board candidates. the lead director serves for a two-year term (subject to being re-elected to the board of directors by the stockholders). it is preferred that the lead director not have consecutive terms of service. the board believes that the combined chairman and ceo structure, coupled with an independent lead director, the use of regular executive sessions of the non-management directors, and the substantial majority of independent directors comprising the board, allows the board to maintain effective oversight of the company. ",1
218,63754,2012,"the company's board is led by our chairman, alan d. wilson, who is also the chief executive officer. the board of directors believes that the company is and has been well served by this combined structure. such a structure acts as a bridge between management and the board, thus helping to ensure that both act with commonality of purpose and allowing efficient communication between them. the board believes that the ceo is best able to bring key business issues and stockholder interests to the board's attention, given his in-depth understanding of the company. as well, the combined structure helps ensure accountability for the actions and strategic direction of the company. combining the roles also ensures that the company presents its message and strategy to stockholders, employees and customers with a unified voice. the board has appointed a lead director. the independent directors, meeting in executive session in november 2009, selected michael d. mangan to serve as the lead director, and he continues to act in that role. the duties of the lead director are to (i) preside at executive sessions of the board, and brief the ceo, as needed, following such sessions; (ii) preside at meetings of the board where the chairman is not present; (iii) call meetings of the independent directors; (iv) provide input on board agendas and meeting schedules; (v) provide feedback to the chairman on the quality of information received from management; and (vi) participate with the chairman and the nominating/corporate governance committee in interviewing board candidates. the lead director position has a two-year term (subject to being re-elected to the board of directors by the stockholders). the board believes that the combined chairman and ceo structure, coupled with an independent lead director, the use of regular executive sessions of the non-management directors, and the substantial majority of independent directors comprising the board, allows the board to maintain effective oversight of the company. ",1
219,63754,2013,"the company's board is led by our chairman, alan d. wilson, who is also the chief executive officer. the board of directors believes that the company is and has been well served by this combined structure. such a structure acts as a bridge between management and the board, thus helping to ensure that both act with commonality of purpose with efficient communication between them. the board believes that the ceo is best able to bring key business issues and stockholder interests to the board's attention, given his in-depth understanding of the company. as well, the combined structure helps ensure accountability for the actions and strategic direction of the company. combining the roles also ensures that the company presents its message and strategy to stockholders, employees and customers with a unified voice. ",1
220,63754,2015,"mccormick's corporate governance guidelines require that a majority of the board of directors be comprised of independent directors. for a director to be considered independent under the listing standards of the new york stock exchange (the nyse ), the board must affirmatively determine that the director has no direct or indirect material relationship with mccormick. the nyse's director independence guidelines are incorporated in mccormick's corporate governance guidelines, which are used by the board in making independence determinations. the board has determined that the following directors are independent: john p. bilbrey, j. michael fitzpatrick, freeman a. hrabowski, iii, patricia little, michael d. mangan, margaret m.v. preston, george a. roche, william e. stevens and jacques tapiero. the company's board is led by our  cotb , alan d. wilson, who is also the  ceo . the board of directors believes that the company is and has been well served by this combined structure. such a structure acts as a bridge between management and the board, thus helping to ensure that both act with commonality of purpose with efficient communication between them. the board believes that the ceo is best able to bring key business issues and stockholder interests to the board's attention, given his in-depth understanding of the company. as well, the combined structure helps ensure accountability for the actions and strategic direction of the company. combining the roles also ensures that the company presents its message and strategy to stockholders, employees and customers with a unified voice. the board believes that the combined  cotb  and ceo structure, coupled with an independent lead director, the use of regular executive sessions of the non-management directors, and the substantial majority of independent directors comprising the board, allows the board to maintain effective oversight of the company.",1
221,63908,2010,"corporate governance practices remain an important focus for all public companies, including mcdonald's. although our proxy statement responds to the requirements of the securities and exchange commission (sec) and the new york stock exchange (nyse) in this area, we believe that good governance is more than a collection of regulations. it is the intersection of the relationships among our board of directors (board), our management and our shareholders and is informed by the values that have been the foundation of our business for more than 50 years- integrity, fairness, diligence and ethical behavior. we believe good governance starts with a board whose independence ensures candid and constructive engagement with management about all aspects of our business. our director nomination process seeks persons with the initiative, time, skills and experience to be effective contributors. our board has been led by an independent chairman, andrew mckenna, since 2004. mr. mckenna had been our lead independent director prior to the separation of the roles of chairman and chief executive officer. the separation of these roles was first implemented to facilitate a transition to a new chief executive officer after the untimely death of our previous chairman and chief executive officer at a time when mcdonald's was in the early stages of implementing its new business strategy, the plan to win. independent leadership of the board allowed management to focus fully on operations during this period. at the same time, it assured that the chief executive officer had an appropriately strong counterpoint on the board when considering the challenges associated with a change in strategy. the board has retained this structure because it has worked well to assure constructive engagement with the chief executive officer and effective oversight of management as a whole. our governance processes address matters relating to board operations that are fundamental to shareholder interests. for example, the company has a majority voting standard for uncontested director elections. in addition, directors also must limit outside activities and abide by a specific code of conduct so that we can be confident about their commitment. to underscore their alignment with shareholders, directors receive stock- equivalent compensation and must own a specified value of mcdonald's common stock. our independent directors meet regularly without management present to evaluate the company's results, plans and challenges, as well as management's performance and the strength and development of our leadership bench. in 2009, the full board met seven times. our independent directors also met in executive session six times. directors are expected to attend the company's annual shareholders' meeting, and all board meetings and meetings of the committees of the board on which they serve. in 2009, all of the directors attended the annual shareholders' meeting. the board is actively engaged in overseeing and reviewing the company's strategic direction and objectives, taking into account (among other considerations) the company's risk profile and exposures. the board conducts an annual in- depth review of the business, which includes consideration of strategic, operational, competitive, financial, compliance and other risk exposures. the board also regularly reviews leadership development initiatives and short and long- term succession plans for the chief executive officer, and other senior management positions, including in the event of unanticipated vacancies in those offices. board oversight is also effected through six standing committees. they are the audit, compensation, governance, corporate responsibility, finance and executive committees. each of them operates under a written charter to promote clarity in their responsibilities and accountability among their members. these committees work in a coordinated way to address recurring matters and respond to unanticipated events, and they are discussed in greater detail beginning on page 3 of this proxy statement. although the board as a whole has responsibility for risk oversight, these committees also oversee the company's risk profile and exposures relating to matters within the scope of their authority and report to the board about their deliberations. the audit committee considers audit, accounting and compliance risk, and it receives reports from the head of internal audit, the head of corporate tax, the general counsel, the chief compliance officer and the chief information officer. the audit committee is also responsible for the review of the company's major risk exposures (whether financial, operational or otherwise), and the steps management has taken to monitor and control such exposures, and for evaluating management's process to assess and manage the company's enterprise risk issues. the compensation committee considers the level of risk implied by our compensation programs, including incentive compensation programs in which the ceo and other employees participate. the governance committee monitors potential risks to the effectiveness of the board, notably director succession and board composition, and the principal policies that guide the company's governance. the corporate responsibility committee reviews risks to the business that may be entailed by trends in corporate social responsibility. the finance committee reviews various financial policies that we have implemented to manage financial risk exposures, such as those pertaining to the company's use of derivative instruments. mcdonald's is proud of its governance structure, but mindful that governance is a journey, not a destination. we welcome shareholder communications about our practices, which can be sent to the company as described on page 10 of this proxy statement. good governance is critical to fulfilling our obligations to shareholders. we are committed to continuously improving our governance practices to promote an effective collaboration of management and our board that yields value for our shareholders.",0
222,63908,2010,"the board of directors has carefully considered the proposal and believes that it is not in the best interest of our shareholders. we recognize the importance of establishing and maintaining appropriate executive compensation practices, and appreciate the board of directors has carefully considered the proposal and, for the reasons described below, believes that the proposal would not enhance the company's existing policies and practices regarding the animal welfare of chickens and is not in the best interests of shareholders. the board of directors has carefully considered the proposal and, for the reasons described below, believes that the proposal would not enhance our existing policies and practices regarding the welfare of egg laying hens and is not in the best interests of shareholders. we believe good governance starts with a board whose independence ensures candid and constructive engagement with management about all aspects of our business. our director nomination process seeks persons with the initiative, time, skills and experience to be effective contributors. our board has been led by an independent  cotb , andrew mckenna, since 2004. mr. mckenna had been our lead independent director prior to the separation of the roles of  cotb  and  ceo . the separation of these roles was first implemented to facilitate a transition to a new ceo after the untimely death of our previous  cotb  and ceo at a time when mcdonald's was in the early stages of implementing its new business strategy, the plan to win. independent leadership of the board allowed management to focus fully on operations during this period. at the same time, it assured that the ceo had an appropriately strong counterpoint on the board when considering the challenges associated with a change in strategy. the board has retained this structure because it has worked well to assure constructive engagement with the ceo and effective oversight of management as a whole. ",0
223,63908,2011,"we believe the foundation of good governance starts with a board whose independence, stability and diversity ensures candid and constructive engagement with management and each other about all aspects of mcdonald's business. our board has been led by an independent chairman, andrew mckenna, since 2004. mr. mckenna was appointed to facilitate a transition to a new chief executive officer after the untimely death of our previous chairman and chief executive officer at a time when mcdonald's was in the early stages of implementing its new business strategy, the plan to win. independent leadership of the board allowed management to focus fully on operations during this period. at the same time, it assured that the chief executive officer had an appropriately strong counterpoint on the board when considering the challenges associated with a change in strategy. the board has retained this structure because it has worked well to assure constructive engagement with the chief executive officer and effective oversight of management as a whole. ",0
224,64670,2011,"mr. ishrak, our chief executive officer, also serves as chairman of the board. the board believes that it is appropriate for mr. ishrak to serve as chairman of the board due to his extensive knowledge of and experience in the global health care industry generally and in the medical device industry specifically. this knowledge and experience will be critical in identifying strategic priorities and providing unified leadership in the execution of strategy. the chair of our corporate governance committee, mr. kendall j. powell, is our designated lead director and presides as chair at meetings of the independent directors. mr. powell also suggests agenda items for board meetings and reviews and approves the agendas for each meeting of the board of directors and its committees. he also presides over the directors annual evaluation of the board and advises mr. ishrak on the conduct of board meetings, facilitating teamwork and communications between the non-management directors and management. as lead director, mr. powell also receives all committee materials in addition to those committees upon which he serves. six regular meetings of our board are held each year, and at each board meeting our independent directors meet in executive session with no company management present. ",1
225,64670,2012,"mr. ishrak, our chief executive officer, also serves as chairman of the board. the board believes that it is appropriate for mr. ishrak to serve as chairman of the board due to his extensive knowledge of and experience in the global health care industry generally and in the medical device industry specifically. this knowledge and experience will be critical in identifying strategic priorities and providing unified leadership in the execution of strategy. ",1
226,64803,2010,"mr. thomas m. ryan, the company's president and chief executive officer (""ceo""), currently serves as the company's chairman of the board. the board believes that the company and its stockholders are best served by having the flexibility to have the same individual serve as chairman and chief executive officer, and that adopting a policy to restrict the board's discretion in selecting the chairman of the board (as well as restricting the ability to combine the positions of chairman and ceo) would deprive the board of the ability to select the most qualified and appropriate individual to lead the board as chairman. the board believes it is important to retain its flexibility to allocate the responsibilities of chairman of the board and chief executive officer in any way that is in the best interests of the company at any future point in time. the board also believes that board independence and oversight of management are effectively maintained through the board's current composition, committee system and the position of lead director. in november 2007, the board amended its corporate governance guidelines and appointed mr. terrence murray as its lead director. under the amended guidelines the lead director: has the authority to call, and to lead, non- management director and independent director sessions; may retain independent legal, accounting or other advisors in connection with these sessions; presides at all meetings of the board at which the chairman is not present; facilitates communication and serves as a liaison between the chairman and the independent directors; advises the chairman of the informational needs of the board; advises the chairman regarding board meeting agendas and as to the appropriate schedule of board meetings; and may request inclusion of additional agenda items. mr. ryan, in his capacities as chairman, president and ceo, serves as a bridge between the board and management and provides critical leadership for carrying out the company's strategic initiatives and confronting its challenges. in short, the board believes that a chairman who is a member of cvs caremark's management team is well situated to oversee and execute the company's strategy and business plans to maximize stockholder value",1
227,64996,2018,"leadership of the company is currently shared between mr. joseph,  cotb , and mr. tirador, president and  ceo . mr. joseph held the offices of  cotb  and ceo from the founding of the company until 2007. mr. tirador was appointed president in 2001 and ceo in 2007. the company does not have a formal policy with respect to separation of the offices of  cotb  and  ceo , and the board of directors believes that flexibility in appointing the  cotb  and ceo allows the board of directors to make a determination as to such positions from time to time and in a manner that it believes is in the best interest of the company and its shareholders. separating these positions currently allows the ceo to focus on the company's day-to-day business, while allowing the  cotb  to lead the board of directors in its primary role of review and oversight of management. the board of directors also believes that appointing the ceo separately from the  cotb  is an important element of the company's succession planning process. because the positions of  cotb  and ceo are executive officer positions in the company, and given the current and active participation of each leader in significant matters affecting the company, mr. newell has been appointed to act as the lead independent director. the lead independent director coordinates the activities of the non-management directors, including sessions of the non-management directors, and facilitates communications between the non-management directors and the other members of the board and the management of the company.",0
228,65011,2011,"the company's businesses are overseen by the board of directors which currently has nine members. there is one member of management on the board and the remaining eight directors are independent directors. the board has four standing committees, namely audit, compensation, nominating/governance and finance, all of which have only independent directors. each committee has its own charter and the chair of each committee reports to the board at each regular meeting. the board of directors has no specific policy with respect to the separation of the offices of chairman and chief executive officer. the board believes that this issue is part of the succession planning process and that it is in the best interests of the company for the board to make a determination on a periodic basis. each year the nominating/governance committee recommends its nominees for each standing committee, the chairman of the board and the chair for each committee. our current board leadership structure combines these roles, with mr. lacy acting as chairman and chief executive officer. in addition, the board elected ms. frazier, an independent director under the new york stock exchange rules, to serve as vice chairman and as chairman of the nominating/governance committee. ms. frazier presides at the executive sessions of non-management directors and executive sessions of independent directors. mr. lacy has primary responsibility for managing the company's businesses, designing, developing and establishing strategic plans, and providing leadership to the management team, all subject to the board's direction and review. as chairman of the board, mr. lacy is the key link between the board and other members of management, as well as between the board and the company's shareholders. because of his day-to-day knowledge of the company's operations and challenges in his role as ceo, he is well-suited to provide leadership to the board and guide its deliberations and activities. as vice chairman, ms. frazier works closely with the chairman to ensure that the board's procedures, processes and communications reflect sound corporate governance. she chairs executive sessions of the independent, non-management directors and counsels collectively and individually with the members of the board to utilize their individual capabilities to the board's best advantage. she collaborates with the chairman to organize and establish the board agenda, works to ensure there is sufficient time for discussion of agenda items, and oversees the circulation of timely and relevant information to directors. the board of directors believes at this time this leadership structure enhances board effectiveness in performing its oversight role and furthers the policies and procedures of the board. ",1
229,65011,2012,"the board of directors has no specific policy with respect to the separation of the offices of chairman and ceo. the board believes this issue is part of the succession planning process and that it is in the best interests of the company for the board to make this determination on a periodic basis. our current board leadership structure combines these roles, with mr. lacy acting as chairman and ceo. in addition, the board elected ms. frazier, an independent director under the new york stock exchange ( nyse ) rules, to serve as vice chairman and as chairman of the nominating/governance committee. ms. frazier presides at the executive sessions of non-management directors and executive sessions of independent directors. each year the nominating/governance committee recommends its nominees for chairman of the board and members and chairs for each standing committee. mr. lacy has primary responsibility for managing the company's businesses, designing, developing and establishing strategic plans, and providing leadership to the management team, all subject to the board's direction and review. as chairman of the board, mr. lacy is the key link between the board and other members of management, as well as between the board and the company's shareholders. because of his day-to-day knowledge of the company's operations and challenges in his role as ceo, he is well-suited to provide leadership to the board and guide its deliberations and activities.",1
230,65270,2017,"our board of directors has fixed the close of business on july 17, 2017 as the record date for the determination of shareholders entitled to notice of and to vote at the annual meeting and at any adjournment or postponement thereof. we are furnishing materials for our annual meeting on the internet. you may vote your shares in person by attending our annual meeting, or by proxy. to vote by proxy, you may vote using the internet, by toll-free telephone number or, if you request and receive a paper copy of the proxy card by mail, by signing, dating and mailing the proxy card in the self-addressed, postage-paid envelope provided. you may vote your shares in person, by attending our annual meeting, or by proxy. to vote by proxy, you may vote using the internet, by toll-free telephone number or, if you request and receive a paper copy of the proxy card by mail, by signing, dating and mailing the proxy card in the self-addressed, postage-paid envelope provided. the board of directors has determined that having an independent director serve as  cotb  is in the best interests of our shareholders. this structure provides for a greater role for the independent directors in the oversight of methode and active participation of the independent directors in setting agendas and establishing priorities and procedures for the work of the board. the nominating and governance committee oversees the annual board and committee evaluation process. each year, our independent directors complete a written evaluation which focuses on board practices, processes and skills, and seeks input on opportunities for improvement. to protect the directors anonymity and the integrity of the process, the directors send their completed evaluations directly to outside legal counsel. legal counsel compiles the responses into a written report, which is then distributed to, and discussed by, the nominating and governance committee and the full board. our board of directors oversees methode's risk management practices. our board and committees review information regarding methode's markets, competition and financial risks, as well as risks associated with methode's operations, methode's employees and political risks encountered by methode throughout the world. our audit committee discusses with management methode's major financial risk exposures and the steps management has taken to monitor and control such exposures, and reviews the process by which risk is managed and assessed. our audit committee also reviews the company's cyber-security and information technology practices and policies. our compensation committee evaluates risks arising from methode's compensation practices and policies. our nominating and governance committee reviews and evaluates methode's policies and practices with respect to risk management and risk assessment in areas such as business operations, human resources, international operations and intellectual property. the entire board of directors is regularly informed about the risk management policies and practices monitored by the various committees. the board of directors also receives reports directly from officers responsible for assessing and managing particular risks within methode. we believe that risks arising from our compensation policies and practices for our employees are not reasonably likely to have a material adverse effect on methode. the compensation committee monitors the mix and design of the elements of executive compensation and believes that our compensation programs do not encourage management to assume excessive risks.",0
231,65358,2011,"mr. petrocelli serves as both the  cotb  and ceo of the company. the board of directors believes that the company's ceo is best situated to serve as  cotb  because he is the director most familiar with the company's business and the industries served and most capable of effectively identifying strategic priorities and leading the discussion and execution of strategy. independent directors and management have different perspectives and roles in strategy development. mr. petrocelli has extensive experience serving as the  cotb  of a public company. the company's independent directors bring experience, oversight, and expertise from outside the company and its industries, while the ceo brings company-specific experience and expertise. the board believes that the combined role of  cotb  and ceo promotes strategy development and execution and facilitates information flow between management and the board, which are essential to effective governance. management is responsible for the day-to-day management of risks the company faces, while the board of directors has responsibility for the oversight of risk management. the entire board regularly reviews information regarding the company's liquidity, credit, operations and regulatory compliance, as well as the risks associated with each. the audit committee oversees risk management in the areas of financial reporting, internal controls and compliance with legal and regulatory requirements. the audit committee members meet separately with the independent accounting firm. the compensation and stock option committee evaluates the risks and rewards associated with the company's compensation philosophy and programs. management discusses with the compensation and stock option committee the procedures that have been put in place to identify and mitigate potential risks in compensation.",1
232,65984,2010,"our company is led by j. wayne leonard, who has served as ceo and  cotb  of the board since august 2006. our board is comprised of mr. leonard and 11 independent directors. our corporate governance guidelines require that when the roles of chairman of the board and the chief executive officer are combined, the board of directors appoints from among its independent members a presiding director. the presiding director is recommended by the corporate governance committee and appointed by a majority of the independent members of the board of directors. the presiding director, subject to his or her annual election to the board of directors, serves for a term of three years. the company's presiding director currently is gary w. edwards. 8 under our corporate governance guidelines, the presiding director has the following responsibilities: presides at executive sessions of independent directors and all meetings of the board at which the chairman of the board and chief executive officer is not present; serves as liaison with chairman of the board and chief executive officer when requested by the independent directors; reviews and advises on board meeting agendas (and consults with the chairman of the board and chief executive officer on the preparation of agendas); may call meetings of the independent directors; provides feedback from the board to the chairman of the board and the chief executive officer following each executive session of independent directors and, together with the chair of the personnel committee, provides the chairman of the board and chief executive officer with an annual performance review; and such additional responsibilities as the board of directors may assign, and the presiding director may accept. the board has six standing committees - audit, corporate governance, executive, finance, nuclear and personnel. each of the committees is comprised solely of independent directors with each of the six committees having a separate chair. we believe that having a combined  cotb /ceo, independent chairs for each of our board committees and an independent presiding director provides the right form of leadership for our company. this leadership structure is commonly utilized by other public companies and we believe that it has been an effective structure for us because it facilitates swift and effective decision making and helps to assure that the company speaks with one voice, while at the same time encouraging open and constructive dialogue among board members.",1
233,65984,2011,"our company is led by j. wayne leonard, who has served as chief executive officer and chairman of the board since august 2006. our board is composed of mr. leonard and 12 independent directors. our corporate governance guidelines require that when the roles of chairman of the board and the chief executive officer are combined, the board of directors appoints from among its independent members a presiding director. the presiding director is recommended by the corporate governance committee and appointed by a majority of the independent members of the board of directors. the presiding director, subject to his or her annual election to the board of directors, serves for a term of three years. the company's presiding director currently is gary w. edwards. under our corporate governance guidelines, the presiding director has the following responsibilities: presides at executive sessions of independent directors and all meetings of the board at which the chairman of the board and chief executive officer is not present; serves as liaison with chairman of the board and chief executive officer when requested by the independent directors; reviews and advises on board meeting agendas (and consults with the chairman of the board and chief executive officer on the preparation of agendas); may call meetings of the independent directors; provides feedback from the board to the chairman of the board and the chief executive officer following each executive session of independent directors and, together with the chair of the personnel committee, provides the chairman of the board and chief executive officer with an annual performance review; and such additional responsibilities as the board of directors may assign, and the presiding director may accept. as discussed above, the board has six standing committees audit, corporate governance, executive, finance, nuclear and personnel. each of the committees, other than the executive committee, consists solely of independent directors with each of the six committees having a separate chair. we believe that having a combined chairman/chief executive officer, independent chairs for each of our board committees and an independent presiding director provides the right form of leadership for our company. this leadership structure is commonly utilized by other public companies and we believe that it has been an effective structure for us because it facilitates swift and effective decision making and helps to assure that the company speaks with one voice, while at the same time encouraging open and constructive dialogue among board members.",1
234,65984,2013,"our company is led by leo p. denault, who has served as ceo and  cotb  since february 2013. mr. denault succeeded j. wayne leonard who retired as ceo and  cotb  effective february 1, 2013. our board is composed of mr. denault and 10 independent directors. our corporate governance guidelines require that when the roles of  cotb  and the ceo are combined, the board of directors appoints from among its independent members a presiding director. the presiding director is recommended by the corporate governance committee and appointed by a majority of the independent members of the board of directors. the presiding director, subject to his or her annual election to the board of directors, serves for a term of three years. the company's presiding director currently is gary w. edwards. under our corporate governance guidelines, the presiding director has the following responsibilities: presides at executive sessions of independent directors and all meetings of the board at which the  cotb  and ceo is not present; serves as a liaison with the  cotb  and ceo when requested by the independent directors; reviews and advises on board meeting agendas (and consults with the  cotb  and ceo on the preparation of agendas); may call meetings of the independent directors; provides feedback from the board to the  cotb  and the ceo following each executive session of independent directors and, together with the chair of the personnel committee, provides the  cotb  and ceo with an annual performance review; and undertakes such additional responsibilities as the board of directors may assign, and the presiding director may accept. we believe that having a combined  cotb / ceo , independent chairs for each of our board committees and an independent presiding director provides the right form of leadership for our company. this leadership structure is commonly utilized by other public companies and we believe that it has been an effective structure for us because it facilitates swift and effective decision making and helps to assure that the company speaks with one voice, while at the same time encouraging open and constructive dialogue among board members. we believe that the board of directors provides effective oversight of the risks we face and our risk assessment and risk management processes. in accordance with nyse requirements, our audit committee has the primary responsibility for overseeing risk management. to assist the audit committee in discharging its oversight responsibility, management provides the committee with regular reports on environmental compliance, corporate compliance, significant legal matters, the company's insurance programs, and market and credit risk. our standing board committees also regularly consider risks arising within their respective functional areas of responsibility, with broad operational risks reviewed by the full board. thus, under their respective committee charters, the finance committee evaluates risks associated with strategic decisions and major transactions; the audit committee reviews risks relating to the financial reporting process and the company's internal controls; the corporate governance committee considers risks relating to the company's corporate governance and legislative and regulatory policy; the personnel committee considers risks relating to compensation, safety, employee matters and succession planning; and the nuclear committee considers risks relating to safety and other matters unique to our nuclear fleet. each of these committees receives regular reports from management which assist it in its oversight of risk in its respective area of responsibility.",1
235,66004,2010,"the company's common stock is listed on the nasdaq global select market. nasdaq listing rules require that a majority of the company's directors be independent directors as defined by nasdaq corporate governance standards. generally, a director does not qualify as an independent director if the director has, or in the past three years has had, certain material relationships or affiliations with the company, its external or internal auditors, or is an employee of the company. the board has determined that directors (catino, cutting, klein, middleton, mulkerin, reinhard, shein and tompkins) are independent directors under the nasdaq listing standards. mr. doll, who is an employee of the company, is not considered an independent director.the company currently separates the role of  cotb  and ceo with different individuals occupying those roles. this segregation of duties along with the relationship of the board and management, can best be characterized as one of healthy, constructive tension which beneficially enhances the performance of the board and management in their respective roles. it should be noted that during 2009, president and ceo dennis w. doll was appointed vice- cotb  by the unanimous vote of the directors. ",1
236,66004,2010,"the company's common stock is listed on the nasdaq global select market. nasdaq listing rules require that a majority of the company's directors be independent directors as defined by nasdaq corporate governance standards. generally, a director does not qualify as an independent director if the director has, or in the past three years has had, certain material relationships or affiliations with the company, its external or internal auditors, or is an employee of the company. the board has determined that directors (catino, cutting, klein, middleton, mulkerin, reinhard, shein and tompkins) are independent directors under the nasdaq listing standards. mr. doll, who is an employee of the company, is not considered an independent director.the company currently separates the role of cotb and CEO with different individuals occupying those roles. this segregation of duties along with the relationship of the board and management, can best be characterized as one of healthy, constructive tension which beneficially enhances the performance of the board and management in their respective roles. it should be noted that during 2009, president and CEO dennis w. doll was appointed vice- cotb by the unanimous vote of the directors. the company currently separates the role of cotb and CEO with different individuals occupying those roles.",1
237,66740,2012,"the board believes that this leadership structure, once it is implemented again following the annual meeting, will provide independent board leadership and engagement while deriving the benefit of having our ceo also serve as chairman of the board. as the individual with primary responsibility for managing the company's day-to-day operations and with in-depth knowledge and understanding of the company, he will be best positioned, following the transition period, to chair regular board meetings as the directors discuss key business and strategic issues. coupled with an independent lead director, this combined structure will provide independent oversight while avoiding unnecessary confusion regarding the board's oversight responsibilities and the day-to-day management of business operations. the board believes that combining the roles of ceo and chairman contributes to an efficient and effective board. the board believes that to drive change and continuous improvement within the company, tempered by respect for 3m's traditions and values, the ceo must have maximum authority to be effective. the ceo is primarily responsible for effectively leading significant change, improving operational efficiency, driving growth, managing the company's day-to-day business, managing the various risks facing the company, and reinforcing the expectation for all employees of continuing to build on 3m's century-old tradition of uncompromising honesty and integrity. ",1
238,66756,2010,"board leadership structure prior to and during the first part of 2009, mr. shippar served as president,  COTB , and CEO of the company. this combined leadership structure was viewed as the most efficient means of unanimity of focus and reflected mr. shippar's leadership abilities. as a means of succession planning, mr. hodnik was named president of the company in may 2009, while mr. shippar retained the positions of  COTB  and  CEO . in this role, mr. hodnik oversees and directs the ongoing operations of the company. effective may 1, 2010, mr. hodnik has been named to the position of CEO and president. mr. shippar will continue as a director and  COTB . the board has determined that maintaining mr. shippar as board chair while mr. hodnik assumes his new responsibilities is the best means of assuring a smooth transition in leadership of the company. mr. stender serves as lead director. the board believes that a lead director provides important coordination and leadership for the independent directors. as former ceo, mr. shippar will not be an independent  COTB . ",1
239,67472,2012,"as stated in molex's corporate governance principles, the board generally believes that the positions of ceo and  cotb  should be held by separate persons and reviews this arrangement when a new ceo or  cotb  is being considered. currently, the positions of ceo and  cotb  are held by separate persons, martin p. slark is our ceo and frederick a. krehbiel and john h. krehbiel, jr. serve as co-chairmen. we believe this structure is optimal for molex because it allows mr. slark to focus on the day-to-day operation of the business. at the same time, the co-chairmen focus on leadership of the board of directors, including preparing meeting agendas, calling and presiding over board meetings and providing molex with direction on company-wide issues. the co-chairmen also work with mr. slark to ensure management is adequately addressing the matters identified by the board. this structure optimizes the roles of ceo and  cotb  and provides molex with sound corporate governance practices in the management of its business.",0
240,67472,2012,"as stated in molex's corporate governance principles, the board generally believes that the positions of ceo and chairman should be held by separate persons and reviews this arrangement when a new ceo or chairman is being considered. currently, the positions of ceo and chairman are held by separate persons, martin p. slark is our ceo and frederick a. krehbiel and john h. krehbiel, jr. serve as co-chairmen. we believe this structure is optimal for molex because it allows mr. slark to focus on the day-to-day operation of the business. at the same time, the co-chairmen focus on leadership of the board of directors, including preparing meeting agendas, calling and presiding over board meetings and providing molex with direction on company-wide issues. the co-chairmen also work with mr. slark to ensure management is adequately addressing the matters identified by the board. this structure optimizes the roles of ceo and chairman and provides molex with sound corporate governance practices in the management of its business.",0
241,67887,2013,"until december 1, 2011, the  cotb  and ceo positions were held by robert t. brady. as part of the company's continued orderly transition in its leadership, the board believes at this time it is in the best interests of the company and its shareholders for separate individuals to serve as  cotb  and ceo and recognizes that there may be circumstances in the future that would lead to the same individual serving in both capacities. the company believes this leadership structure is the most appropriate for it because the board is able to continue employing the experience and perspective mr. brady has gained in running the company as ceo for the past 23 years. ",0
242,68270,2013,"our current board leadership structure is comprised of a  cotb , our  ceo , and five other independent directors. mr. beall served as  cotb  and ceo until he stepped down in november 2012. mr. drapkin, who had served as lead director since july 25, 2012, succeeded mr. beall as  cotb . at that time, mr. buettgen was appointed  ceo . the  cotb  presides over board meetings, presides over annual meetings of shareholders, consults and advises the board and its committees on the business and affairs of the company, and performs other responsibilities as may be assigned by the board from time to time. the ceo is in charge of both overseeing the company's day-to-day operations and establishing and leading the execution of the company's long-term strategic objectives, subject to the overall direction and supervision of the board and its committees. the board believes that this leadership structure separate  cotb  and ceo positions, active and strong non-employee directors with substantial industry experience, and focused committees led by independent directors is appropriate at this time in the company's history. prior to splitting the  cotb  and ceo positions, the lead director presided at all meetings of the board at which the  cotb  was not present. the lead director could call, and lead, non-management director and independent director sessions. the lead director served as a liaison and facilitated communication between the  cotb  and the independent directors. the lead director advised the  cotb  on the board's informational needs, board meeting agendas, and the schedule of board meetings. in fiscal year 2013, the lead director, mr. drapkin, was actively involved in the search for, and recruitment of, our new  ceo . 2013 proxy statement before december 2012, the lead director served as the chair of the executive sessions of the non-management directors. the non-management directors met without management present in executive session twice prior to december 2012. in december 2012, the roles of  cotb  and ceo were separated. mr. drapkin, who previously served as lead director, became  cotb . the position of lead director no longer exists on the board.",0
243,68505,2012,"at the annual board meeting held in may 2011, the board combined the roles of chairman and chief executive officer and appointed gregory q. brown to serve as both chief executive officer and chairman of the board and mr. dorman to serve as lead independent director. the board determined that mr. brown's thorough knowledge of motorola solutions business, strategy, people, operations, competition and financial position coupled with his leadership and vision made him well positioned to chair board meetings and bring key business and stakeholder issues to the board's attention. a joint role for motorola solutions provides a vital link between management and the board, allowing the board to perform its oversight role with the benefit of management's perspective on our business strategy and all other aspects of the business. as lead independent director, mr. dorman chairs the executive sessions of the board and acts as a liaison between our chairman and independent directors. from may 2008 through the date of the 2011 annual meeting, mr. dorman was the non-executive, independent chairman. mr. dorman became the company's first non-executive  cotb  when the board decided to elect a non-executive  cotb  because it believed that structure supported our plan to separate the company into two independent, publicly-traded companies. as chairman, mr. dorman had a significant role in hiring dr. jha as co-ceo of the company and ceo of the mobile devices business. prior to 2008, the company combined the functions of chairman with those of chief executive officer. throughout, the board has been and remains committed to maintaining strong corporate governance and appropriate independent oversight of management. given that each of the members of the board, other than mr. brown, are independent we believe that the leadership structure ultimately chosen by the board will provide effective independent board leadership and oversight. ",1
244,69488,2014," the board has determined that each of the following current directors and nominees are independent and that each of these nominees has no material relationship with us that would impact their independence: vincent c. byrd, sarah r. coffin, john b. crowe, william a. foley, robert b. heisler, jr., richard p. johnston, edward w. kissel, daniel r. lee, and robert a. stefanko. the determination of whether a director is independent is based upon the board's review of the relationships between each director and the company, if any, under the company's board of directors independence criteria policy adopted by the board on april 20, 2004, as amended, and the corporate governance listing standards of the new york stock exchange ( nyse ). in connection with the board's determination regarding the independence of each non-management director, the board considered any transactions, relationships and arrangements as required by our independence guidelines. in particular, the board considered the following relationships: (1) the relationship between a. schulman, inc. ( a. schulman ) and the company in connection with its independence determination of robert a. stefanko and concluded mr. stefanko met the independence requirement; and (2) the relationship between firstenergy corp. ( firstenergy ) and the company in connection with its independence determination of robert b. heisler, jr. and concluded mr. heisler met the independence requirement. mr. stefanko is a stockholder of a. schulman, holding less than 1% of a. schulman's . effective in october 2009, the board appointed richard p. johnston independent  cotb . the company believes this leadership structure is appropriate for the company as it further aligns the interests of the company and our shareholders by ensuring ",0
245,69499,2010,"mylan's board annually elects one of its own members as the chairman of the board. mr. coury has served as both the chairman of our board and our chief executive officer since being appointed as  cotb  in may 2009. our board has no fixed policy with respect to the separation of the offices of chairman of the board and  ceo . our board retains the discretion to make this determination on a case- by- case basis from time to time as it deems to be in the best interest of the company and our shareholders at any given time. we believe our current board leadership structure is appropriate because it recognizes that in most cases one person should speak for and lead the company and the board in order to promote unified leadership and direction. in addition, the board believes that mr. coury has served extremely effectively as a liaison between the board and management by serving the company in both capacities. in addition, our governance structure provides effective oversight of the board in the following ways: eight of the nine members of our board are independent; the board has established and follows robust corporate governance guidelines, which are publicly available on our website; our audit committee, compensation committee, finance committee and g&n committee are all composed entirely of independent directors; and our independent directors meet regularly in executive sessions chaired by our independent vice chairman, mr. piatt.",1
246,69499,2011,"mylan's board annually elects one of its own members as the chairman of the board. mr. coury has served as both the chairman of our board and our chief executive officer since being appointed as  cotb  in may 2009. our board has no fixed policy with respect to the separation of the offices of chairman of the board and chief executive officer. our board retains the discretion to make this determination on a case-by-case basis from time to time as it deems to be in the best interest of the company and our shareholders at any given time. we believe our current board leadership structure is appropriate because it recognizes that in most cases one person should speak for and lead the company and the board in order to promote unified leadership and direction. in addition, the board believes that mr. coury has been extremely effective in serving as a liaison between the board and management by serving the company in both capacities. in addition, our governance structure provides effective oversight by the board in the following ways: nine of the 11 members of our board are independent; the board has established and follows robust corporate governance guidelines, which are publicly available on our website; our audit, compensation, compliance, finance and g&n committees are all composed entirely of independent directors; and our independent directors meet regularly in executive sessions chaired by our independent vice chairman, mr. piatt. ",1
247,69499,2011," the board has determined that ms. cameron, mr. dimick, mr. leech, dr. maroon, mr. parrish, mr. piatt, mr. todd and dr. vanderveen have no material relationships with the company and concluded that they are independent directors under the applicable nasdaq listing standards. with respect to messrs. leech, piatt and todd, the board considered their past relationships with the company, which relationships are no longer in existence, and determined that such past relationships are not material. mr. coury is not an independent director due to his current service as ceo of the company. mylan's board annually elects one of its own members as the  cotb . mr. coury has served as both the  cotb  of our board and our ceo since being appointed as  cotb  in may 2009. our board has no fixed policy with respect to the separation of the offices of  cotb  and  ceo . our board retains the discretion to make this determination on a ",1
248,69671,2011,"our bylaws provide the company with the flexibility to choose a leadership structure that is appropriate for the times and economic circumstances in which the company operates. our current board  cotb , william r. voss, is an independent director and has served as our  cotb  since 2006. alec c. covington has served as president and ceo of the company since 2006 as well. we believe our stockholders are well served by this separation of roles which provides a leadership structure that allows our ceo to focus his efforts on running the company and the independent  cotb  to focus the board's efforts on governance and oversight. our independent  cotb 's leadership ensures that the board is focused on relevant matters, has whatever information is needed, and promotes full board discussion and review while working toward consensus. the separation of roles notwithstanding, we believe it is important that the ceo and the independent  cotb  work together to ensure the board is fully advised of important issues, trends and business developments. to that end, the flow of information between management and the board is frequent, timely and substantive. our ceo and board  cotb  work together to determine what information will ensure that the board has sufficient information to make informed decisions and discharge its oversight role.",0
249,69733,2014,"the executive  cotb  is howard lorber. the  cotb  and ceo roles are split, and eric gatoff serves as  ceo . as the former  ceo , the executive  cotb  provides guidance to the ceo with respect to strategic initiatives. the executive  cotb  also approves the agenda for board meetings and leads the board in its discussions. the ceo is responsible for implementing the company's strategic and operating objectives and day-to-day decision-making related to such implementation. the board believes that the separation of the offices of executive  cotb  and ceo is appropriate at this time as it allows mr. gatoff to focus primarily on his management responsibilities. unless invited, none of our management directors (consisting of messrs. lorber, gatoff, norbitz and perlyn) participates in sessions of non-management directors. our non-management directors generally meet once or twice annually in a formal executive session without management. typically, our non-management directors also have informal meetings without management in conjunction with our regular audit or board meetings. in addition, we have designated a lead independent director (a.f. petrocelli), who is expected to lead sessions of, and facilitate communications among, our non-employee directors. the board currently has three standing committees (audit, compensation and nominating) that are chaired and composed entirely of directors who are independent under nasdaq rules. given the role and scope of authority of these committees, and that a majority of the board is composed of independent directors, the board believes that its leadership structure, with the executive  cotb  leading board discussions, and the lead independent director leading non-management executive sessions, is appropriate. our board of directors is our company's ultimate decision-making body except with respect to those matters reserved to the stockholders. our board selects our senior management team, which is charged with the conduct of our business. having selected our senior management team, our board acts as an advisor and counselor to senior management and oversees its performance.",0
250,70145,2013,"the board of directors has decided that the appropriate leadership structure at the present time is a combined ceo / cotb . the board believes that the combination of the roles provides an efficient and effective leadership model of clear accountability and promotes unified leadership and direction for the company and also allows for a clear focus for management to execute business plans. it is the board's opinion that the stockholders interests are best served by allowing the board to retain flexibility to determine the optimal organizational structure for the company at a given time, including whether the  cotb  role should be filled by the ceo who serves on the board. at times in the past the roles have been separate. the members of the board possess considerable experience and unique knowledge of the challenges and opportunities the company faces, have significant industry experience and are in the best position to evaluate its needs and how best to organize the capabilities of the directors and management to meet those needs. the independent directors met three times during fiscal 2012, consistent with the requirements of the nyse rules. in addition, non-management directors meet at regularly scheduled executive sessions without management. the sessions are chaired by the lead independent director, robert t. brady. the board of directors provides a process for stockholders and other interested parties to send communications to the board or to certain directors. communications to mr. brady, to the non-management directors as a group, or to the entire board should be addressed as follows: robert t. brady, moog inc., p.o. box 18, east aurora, new york 14052. for the present, all stockholder and interested parties communications addressed in such manner will go directly to the indicated directors. if the volume of communication becomes such that the board determines to adopt a process for determining which communications will be relayed to board members, that process will appear on the company's website at",1
251,70318,2012,"at present, the positions of chairman of the board and chief executive officer are held by different persons. mr. kangas, who became a director in april 2003, was elected chairman of the board in july 2003. mr. fetter, who was elected our president in november 2002, became a member of the board in september 2003 and, in the same month, was named our chief executive officer. the board regularly reviews its leadership structure, including the separation of the roles of chairman and chief executive officer. the board has determined that its current leadership structure is appropriate given its present characteristics and circumstances. in making this determination, the board took into account mr. kangas' long-term, successful tenure as chairman, his excellent working relationships with the chief executive officer and the other members of the board, his stature and reputation among the board members, and his special expertise in accounting and governance matters. ",0
252,70318,2014,"at present, the positions of  cotb  and ceo are held by different persons. mr. kangas, who became a director in april 2003, was elected  cotb  in july 2003. mr. fetter, who was elected our president in november 2002, became a member of the board in september 2003 and, in the same month, was named our  ceo . the board regularly reviews its leadership structure, including the separation of the roles of  cotb  and  ceo . the board has determined that its current leadership structure is appropriate given its present characteristics and circumstances. in making this determination, the board took into account mr. kangas long-term, successful tenure as  cotb , his excellent working relationships with the ceo and the other members of the board, his stature and reputation among the board members, and his special expertise in accounting and governance matters. . the board of directors believes that it is in the best interests of the company and its shareholders to continue to provide for an equity incentive plan under which equity-based compensation awards made to our executive officers can qualify for deductibility by us for federal income tax purposes. accordingly, the plan has been structured in a manner such that awards under it can satisfy the requirements for performance-based compensation within the meaning of section 162(m) ( section 162(m) ) of the code, however, there can be no guarantee that amounts payable under the plan will be treated as qualified performance-based compensation under code section 162(m). ",0
253,70858,2014,"our directors are elected annually and we have adopted a majority voting standard in uncontested elections. we have strong independent board leadership and a substantial majority of our directors are independent. our board's current leadership structure includes an independent  cotb  and audit, compensation and benefits, corporate governance and enterprise risk committees that are each chaired by and comprised solely of independent directors. the  cotb , mr. holliday, presides over meetings of our board and acts as liaison between the board and our  ceo , mr. moynihan, who is responsible for the day-to-day management of the company. the board does not have a lead independent director because mr. holliday is independent. our board believes that the leadership structure described above is appropriate at this time given bank of america's specific characteristics and circumstances, including the board's commitment to strong, independent board and committee leadership and a belief that objective oversight of management is a critical aspect of effective board leadership. at least annually, our board deliberates on and discusses its appropriate leadership structure and the role and responsibilities of our board's committees based on the needs of our company.",0
254,71691,2010,"board leadership structure. since 1997, the company has separated the positions of cotb and CEO . given the demanding nature of these positions, and taking into account that our cotb is currently also the publisher of the new york times, the board believes it is appropriate to separate the positions of cotb and CEO . furthermore, since our cotb is an executive officer of the company, the board believes it is appropriate to have a lead independent director who, among other things, chairs all executive sessions of our non-employee and independent directors and serves as a liaison between our cotb , our CEO and our independent directors. ellen marram, our presiding director, currently serves in this role. see presiding director on page 27. the board's role in risk oversight. risk is an integral part of the board and committee deliberations throughout the year. the audit committee oversees the management of the company's enterprise risk management program, and the audit committee annually reviews an assessment prepared by management of the critical risks facing the company, their relative magnitude and management's actions to mitigate these risks. management implemented an enterprise risk management program in 2008 as a companywide initiative to enhance our existing processes involving an integrated effort to identify, evaluate and manage risks that may affect our ability to execute our corporate strategy and fulfill our business objectives. the activities of the enterprise risk management program entail the identification, prioritization and assessment of a broad range of risks ( , strategic, operational, financial, legal/regulatory and reputational) and the formulation of plans to mitigate their effects. corporate governance principles. nyse rules require listed companies to adopt corporate governance principles. a printable copy of the current version of the company's corporate governance principles, most recently amended on february 18, 2010, is available on our web site, as described on page 5. majority voting for directors. our corporate governance principles provide that each nominee for election to the board must agree to resign upon the request of the board if, in an uncontested election, he or she is elected to the board but fails to receive a majority of the votes cast. in determining whether to require the director to resign, the board, with such person not participating, will consider all relevant facts and circumstances. the board must make the request within 60 days and the company must disclose the board's decision within 65 days. director nominee rotation. our corporate governance principles provide that it is the policy of the company to have an annual rotation of the nominees for election to the board by holders of the publicly traded, class a stock. it is intended that each of the independent directors be nominated for election by the class a stockholders at least once every three years and that the annual slate of class a nominees include at least one member of each of the audit, compensation and nominating & governance committees. this policy reinforces the principle that, once elected, our directors have no ongoing status as class a or class b directors. all directors owe fiduciary duties and responsibilities to all of our stockholders. director election. all directors stand for election annually. voting is not cumulative. under our certificate of incorporation, 30% (or the nearest larger whole number) of the directors are elected by the holders of the company's class a stock and the remaining directors are elected by the holders of the company's class b stock. under the new york business corporation law and our corporate governance principles, once elected, our directors have no ongoing status as class a or class b directors and have the same duties and responsibilities to all stockholders. our board serves as one board with fiduciary responsibilities to the company and all of our stockholders. director attendance at annual meetings. all directors are expected to attend the company's annual meeting of stockholders. all directors attended the company's 2009 annual meeting of stockholders in person, except for daniel cohen, who could not attend due to personal health reasons. director retirement age. none of our directors will stand for re-election after his or her 70 birthday, unless the board determines otherwise. directors as stockholders. to encourage alignment of the interests of our directors and stockholders, all directors are expected to own stock in the company equal in value to at least three times the annual board cash retainer as set from time to time by the board. each director is expected to accumulate this stock over a reasonable period of time, which in the view of the nominating & governance committee is an approximately five-year period. subject to the right of new directors to acquire the requisite holdings over time, no director currently fails to comply with this stock ownership policy. stock units held by a director under the company's non-employee directors deferral plan are included in calculating the value of ownership to determine whether this minimum ownership has been accumulated. director orientation. the company has a comprehensive orientation program for all new non-employee directors with respect to their role as directors and as members of the particular board committees on which they will serve. it includes one-on-one meetings with senior management and top new york times editors and extensive written materials on each of the company's different business units. the senior management meetings cover a corporate overview, the company's strategic plans, its significant financial, accounting and risk management issues, its compliance programs, and its business conduct policies. all other directors are also invited to attend each orientation program. ongoing director education. from time to time, the company will provide directors with additional educational materials and presentations from company and/or third-party experts on subjects that would enable them to perform better their duties and to recognize and deal appropriately with issues that arise. in addition, the company will pay all reasonable expenses for any director who wishes to attend a director continuing education program. controlled company exception to nyse rules. the company's board of directors has determined not to take advantage of an available exception from certain of the nyse rules. a company of which more than 50% of the voting power for the election of directors is held by a single entity, a controlled company, need not comply with the requirements for a majority of independent directors or for independent compensation and nominating/corporate governance committees. as a result of the 1997 trust's holdings of class b stock, the company would qualify as a controlled company and could elect not to comply with these independence requirements. however, the company's board of directors has determined to comply in all respects with the nyse rules. independent directors. the nyse rules require listed companies to have a board of directors with at least a majority of independent directors. the company has now, and has had for many years, a majority of independent directors. the nyse rules specify five categories of relationships between an individual and a listed company that render the individual ineligible to be independent. the board has determined that none of the company's independent directors has a relationship with the company that falls within these categories. under the nyse rules, a director qualifies as independent so long as he or she has none of these impermissible relationships with the company and upon the board affirmatively determining that he or she has no other material relationship with the company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the company). for the purpose of assisting the board in determining director independence, the board has adopted categorical standards defining material relationships. under these standards, the board has determined that the following relationships provided they are not required to be disclosed in the company's public filings by sec rules are immaterial to the company for this purpose: if the director does business with the company, or is affiliated with an entity with which the company does business, so long as payments by or to the company do not exceed the greater of $1,000,000 or, in the case of an affiliated entity, 2% of the annual revenues of such entity; or if the director serves as an officer or director of a charitable organization to which the company, the new york times company foundation or the new york times neediest cases fund makes a donation, so long as the aggregate annual donations do not exceed the greater of $1,000,000 or 2% of that organization's annual charitable receipts. the board has determined that each of the company's independent directors has only immaterial relationships with the company consistent with these categorical standards. in addition, in the course of the board's determination regarding independence, it considered certain transactions, relationships and arrangements, all of which were deemed to be in the ordinary course of business and conducted on an arm s-length basis. see interests of directors in certain transactions of the company. based on the foregoing, the board has affirmatively determined that each of messrs. cesan, denham, galloway and kohlberg, ms. lepore, dr. liddle, ms. marram, dr. middelhoff and ms. toben has no material relationships with the company and, therefore, each is independent pursuant to applicable nyse rules. of the remaining directors, messrs. sulzberger, jr. and golden and ms. robinson are executive officers of the company, ms. dolnick is a cousin of mr. sulzberger, jr. and a sister of mr. golden and mr. cohen is a cousin of messrs. sulzberger, jr. and golden. ms. greenspon, a nominee for director, is the daughter of a cousin of messrs. sulzberger, jr. and golden. due to their family relation to messrs. sulzberger, jr. and golden, ms. dolnick and mr. cohen are not considered independent and ms. greenspon will not be considered independent. board committees. both the sarbanes-oxley act of 2002 and the nyse rules require the company to have an audit committee comprised solely of independent directors, and the nyse rules also require the company to have independent compensation and nominating/corporate governance committees. the company is in compliance with these requirements. under the sarbanes-oxley act, members of an audit committee must have no affiliation with the issuer, other than the board seat, and receive no compensation in a capacity other than as a director/committee member. each member of our audit committee meets this independence standard. audit committee financial experts. rules promulgated by the sec under the sarbanes-oxley act of 2002 require the company to disclose annually whether our audit committee has one or more audit committee financial experts, as defined by the sec. the board has determined that each member of the audit committee, including the chair of the audit committee, mr. cesan, qualifies as an audit committee financial expert. codes of ethics. the company has adopted a business ethics policy, applicable to all employees, a code of ethics that applies not only to the company's CEO and senior financial officers, as required by the sec, but also to its cotb and vice cotb , and a code of ethics for directors. a printable version of each of these documents is available on our web site, as described on page 5. non-employee directors. the nyse rules require that, at the listed company's option, either non-employee directors or independent directors of such company meet periodically in executive sessions without management participation. the company's non-employee directors meet separately at the end of each regular meeting of the board. additionally, at least once a year the independent directors meet in executive session. ms. dolnick and mr. cohen are non-employee directors who, due to their family relation to messrs. sulzberger, jr. and golden, are not considered independent. if elected, ms. greenspon will be a non-employee director who, due to her family relation to messrs. sulzberger, jr. and golden, will not be considered independent. presiding director. ms. marram currently serves as our presiding director. in addition to chairing all executive sessions of our non-employee and independent directors, our presiding director: serves as a liaison between our cotb , our CEO and our independent directors; reviews proposed plans for board meeting presentations; consults with any of the senior executives of the company as to any concerns the executive might have; and makes herself available for direct consultation with major stockholders. stockholders and other interested parties may express their concerns to the company's non-employee directors or the independent directors by contacting the presiding director, care of the senior vice president, general counsel & secretary, the new york times company, 620 eighth avenue, new york, ny 10018. all such correspondence will be relayed to the presiding director. communications with the board. stockholders may communicate with the board of directors care of the senior vice president, general counsel & secretary, the new york times company, 620 eighth avenue, new york, ny 10018. all such correspondence will be relayed to the entire board of directors. board and committee evaluations. our board has a board and committee evaluation process to examine and discuss how our board and committees function as groups and with senior management of our company. we believe that our stockholders interests can be best protected by acknowledging the separate responsibilities of management and our board and its committees and by ensuring an open environment for board and management discussions and actions. no interlocking directorships. the cotb , who also serves as publisher of the new york times, does not sit on any other company board. although other members of senior management without editorial responsibilities are not so precluded, none sit on the boards of directors of any company at which one of our directors is the CEO or chief operating officer. succession planning. recognizing the critical importance of executive leadership to the success of the company, the board works with senior management to ensure that effective plans are in place for both short-term and long-term executive succession at the new york times company. senior management evaluation. in consultation with all non-employee directors, the compensation committee annually evaluates the performance of our cotb , president and CEO and vice cotb . corporate financial ethics hotline. the company has established a corporate financial ethics hotline to allow an employee to lodge a complaint, confidentially and anonymously, about any accounting, internal control or auditing matter that is of concern. executive stock ownership guidelines. those executive officers named in the summary compensation table are subject to stock ownership guidelines. the cotb is required to own shares of class a stock equal to three times his base salary. the president and CEO , the vice cotb and the chief financial officer are required to hold an amount equal in value to two times his or her base salary in company stock. all other named executive officers are required to hold an amount equal in value to their base salary in company stock. shares held through the company 401(k) plan and restricted stock units are counted in calculating ownership. an executive officer's stock holdings are valued at the greater of the fair market value at year end or the officer's tax basis in the shares (or in the case of restricted stock units, the grant date fair market value). an affected executive officer has five years to attain the holding requirements. all of our named executive officers are in compliance with the guidelines. board policy on recoupment of bonuses upon restatement due to fraud or misconduct. in the event of a restatement of the company's financial statements due to fraud or intentional misconduct, the board will review performance-based bonuses to executive officers whose fraud or intentional misconduct caused the restatement, and the company will seek to recoup bonuses paid for performance during the period or periods that are the subject of the restatement. independent compensation consultant. the compensation committee has directly engaged an independent compensation consultant, exequity llp. in 2009, exequity reported on its review of data from nationally recognized compensation surveys. the review analyzed salary, annual and long-term cash incentive bonuses and equity compensation, as well as total compensation, for comparable executive positions at a comparative group of companies that includes traditional newspaper companies, other print publishing companies, news and information companies, and a selection of similarly-sized general industry companies and, for operating unit positions, at other comparable media companies. exequity also provided general advice on executive compensation trends and programs, made compensation recommendations for our cotb and CEO and supplied consulting services to the compensation committee in connection with the design and preparation of the 2010 incentive plan, including evaluating the plan against riskmetrics proxy voting guidelines. exequity has not provided any services to the company, other than those relating to its role as compensation adviser to the committee, during the company's 2009 fiscal year. see compensation committee compensation committee procedures. policy on transactions with related persons. the board of directors recognizes the fact that transactions with related persons present a heightened risk of conflicts of interests and/or improper valuation (or the perception thereof). any transaction in which the company or any of its subsidiaries is a participant and a director, director nominee, executive officer or beneficial holder of more than 5% of the company's total equity ( , class a and class b stock of the company), or any immediate family member of the foregoing (each, a related person ) has a direct or indirect material interest, and where the amount involved exceeds $120,000, must be specifically disclosed by the company in its public filings. any such transaction would be subject to the company's written policy respecting the review, approval or ratification of related person transactions. under this policy: the company or any of its subsidiaries may employ a related person in the ordinary course of business consistent with the company's policies and practices with respect to the employment of non-related persons in similar positions; and any other related person transaction that would be required to be publicly disclosed must be approved or ratified by the board of directors, delegated to the nominating & governance committee or other committee, or if it is impractical or undesirable to defer consideration of the matter until a board or committee meeting, by the chair of the nominating & governance committee (or, if he or she is not disinterested, by the presiding director). if the transaction involves a related person who is a director or an immediate family member of a director, that director may not participate in the deliberations or vote. in approving or ratifying a transaction under this policy, the board, the committee or director considering the matter must determine that the transaction is fair and reasonable to the company. a printable version of this written policy is available on our web site, as described on page 5. our code of ethics applicable to directors discourages directors from engaging in transactions that present a conflict of interest or the appearance of one. our business ethics policy applicable to employees, including executive officers and others who may be related persons similarly discourages transactions where there is or could be an appearance of a conflict of interest. in addition, that policy requires specific approval by designated members of management of transactions involving the company and in which employees have an interest. specifically, an employee's retention for the provision of goods or services to the company of any business in which he or she has an interest must be approved by the employee's supervisor, and an employee's direct or indirect financial interest in a business enterprise that does business with the company must be approved by or on behalf of the president/ CEO of that employee's operating unit. there are exceptions for small holdings in public companies. these provisions of the code of ethics applicable to directors and the company's business ethics policy are intended to operate in addition to, and independently of, the policy on transactions with related persons described above. see interests of related persons in certain transactions of the company for a description of transactions between the company and related persons in 2009 and 2010 through the date of this proxy statement. ",1
255,71691,2011,"since 1997, the company has separated the positions of chairman of the board of directors and chief executive officer. given the demanding nature of these positions, and taking into account that our chairman is currently also the publisher of the new york times, the board believes it is appropriate to separate the positions of chairman and chief executive officer. furthermore, since our chairman is an executive officer of the company, the board believes it is appropriate to have a lead independent director who, among other things, chairs all executive sessions of our non-employee and independent directors and serves as a liaison between our chairman, our chief executive officer and our independent directors. ellen marram, our presiding director, currently serves in this role. see presiding director on page 27. ",0
256,72207,2011,"our board currently combines the role of  cotb  with the role of ceo ( ceo ), and maintains a separate empowered lead independent director position to further strengthen our governance structure. our board believes this provides an efficient and effective leadership model for the company. combining the  cotb  and ceo roles fosters clear accountability, effective decision-making and alignment on corporate strategy. our board believes that the company is strengthened by the  cotb ship of mr. davidson, who provides strategic, operational and technical expertise, vision and a proven ability to lead the company to the successes it has experienced. under mr. davidson's leadership, the company has continued to reflect solid growth. the board believes that, under the present circumstances, the interests of the company and its stockholders are best served by the leadership and direction of mr. davidson as chairman and ceo. our board recognizes that no single leadership model is right for all companies and at all times and that, depending on the circumstances, other leadership models, such as a separate independent  cotb , might be appropriate. a key responsibility of our ceo and board is ensuring that an effective process is in place to provide continuity of company leadership over the long term. each year, a full review of senior leadership succession is conducted by our board. during this review, the ceo and the independent directors discuss candidates for senior leadership positions, succession timing for those positions and development plans for the highest-potential candidates. this process ensures continuity of leadership over the long term and forms the basis on which the company makes ongoing leadership assignments. ",1
257,72333,2010,"the board oversees, counsels and directs management in the long- term interests of the company and our shareholders. the board's responsibilities include: selecting and evaluating the performance of the president and senior executives; planning for succession with respect to the position of the president and monitoring management's succession planning for other senior executives; reviewing and approving our major financial objectives and strategic and operational plans and other significant actions; overseeing the conduct of our business and the assessment of our business risks to evaluate whether the business is being properly managed; and overseeing the processes for maintaining our integrity with regard to our financial statements and other public disclosures, and compliance with law and ethics. at this time, the board believes that different people should hold the positions of chairman of the board and president, as this may strengthen corporate governance and aid in the board's oversight of management. currently, enrique hernandez, jr. serves as chairman of the board and blake w. nordstrom serves as president. the president is responsible for day to day leadership and performance of the company while the chairman of the board provides guidance to the president and presides over the full board. the duties of our chairman of the board are more fully described in the chairman of the board and presiding director section on page 24. the board believes that this leadership structure also aids in the board's oversight of risk and strengthens risk management",0
258,72333,2010,"the board oversees, counsels and directs management in the long-term interests of the company and our shareholders. the board's responsibilities include: selecting and evaluating the performance of the president and senior executives; planning for succession with respect to the position of the president and monitoring management's succession planning for other senior executives; reviewing and approving our major financial objectives and strategic and operational plans and other significant actions; overseeing the conduct of our business and the assessment of our business risks to evaluate whether the business is being properly managed; and overseeing the processes for maintaining our integrity with regard to our financial statements and other public disclosures, and compliance with law and ethics. at this time, the board believes that different people should hold the positions of  cotb  and president, as this may strengthen corporate governance and aid in the board's oversight of management. currently, enrique hernandez, jr. serves as  cotb  and blake w. nordstrom serves as president. the president is responsible for day to day leadership and performance of the company while the  cotb  provides guidance to the president and presides over the full board. the duties of our  cotb  are more fully described in the  cotb  and presiding director section on page 24. the board believes that this leadership structure also aids in the board's oversight of risk and strengthens risk management. the full board has primary responsibility for risk oversight, and has assigned to the board's standing committees the specific focus of the risks inherent in their respective areas of oversight. the full board: considers and reviews the company's risk appetite, which is the amount of risk the organization is willing to accept; oversees management's implementation of an appropriate system to manage risks (i.e., to identify, assess, mitigate, monitor, and communicate about these risks) and monitors improvements in this process as the business environment changes; provides risk oversight through the board's committee structure and oversight processes; and manages directly certain risks that only the board is positioned to manage and in particular the risks associated with the company's strategic direction. the company has a comprehensive, structured approach to managing risks, which are identified, assessed, prioritized and managed at all levels within the company through an enterprise risk management process. this starts at the business process and functional levels. risks are then consolidated at the business unit level, assessed and prioritized by the company's risk management committee and validated with senior management. senior management is responsible for assessing and managing the company's exposure to risks, which are classified into four major categories, strategic, compliance, operational and financial, and mapped for the appropriate management and board (and committee) oversight. through the risk oversight process, the board: (1) obtains an understanding of the risks inherent in the company strategy and management execution of the strategy within the set risk tolerance parameters, (2) accesses useful information from internal and external sources about the critical assumptions underlying the strategy, (3) is alert for possible organizational dysfunctional behavior that can lead to excessive risk taking, and (4) provides input to executive management regarding critical risk issues on a timely basis. the board's leadership structure and the collective knowledge and experience of its members promotes a broad perspective, open dialogue and useful insights regarding risk, thereby increasing the effectiveness of the board's role in risk oversight.",0
259,72333,2012,"at this time, the board believes that different people should hold the positions of chairman of the board and president, as this may strengthen corporate governance and aid in the board's oversight of management. currently, enrique hernandez, jr. serves as chairman of the board and blake nordstrom serves as president. the president is responsible for day-to-day leadership and performance of the company, while the chairman of the board provides guidance to the president and presides over the full board. the duties of our chairman of the board are more fully described in the chairman of the board and presiding director section on page 24. the board believes that this leadership structure also aids in the board's oversight of risk and strengthens risk management. ",0
260,72903,2010,"the xcel energy board of directors is committed to effective and independent oversight of management and effective corporate governance. our board leadership structure, which is set forth in our guidelines on corporate governance, promotes effective governance through the designated lead director and board and committee composition and structure. first, the board leadership structure, which includes a designated lead director and a combined position of chairman and chief executive officer, promotes effective governance. the combined position promotes strategy development, execution, and the provision of information, which are essential to effective governance. one of the key responsibilities of the board is to develop strategic direction and hold management accountable for the execution of that strategy. management and independent directors have different perspectives and roles in strategy development and execution. management brings experience and expertise of the company and the industry. an executive chair who is familiar with the company and industry is in the best position to define and develop strategy and work with the lead director to educate the board and lead the development of strategy. an example of this is our environmental leadership strategy. the company also believes that an executive chair can more effectively provide information to the board on the company's opportunities, challenges and performance. independent directors, represented by the lead independent director, bring experience and expertise from outside the company and industry to strategy development.",1
261,72971,2010,"as provided in the corporate governance guidelines, the board does not have a fixed policy regarding the separation of the offices of chairman and chief executive officer and believes that it should maintain the flexibility to select the chairman and its board leadership structure, from time to time, based on the criteria that it deems to be in the best interests of the company and its stockholders. at this time, the offices of the chairman of the board and the chief executive officer are combined, with mr. stumpf serving as chairman and ceo. the company is a large, complex financial institution and mr. stumpf, with over 27 years of experience at wells fargo, including over four years as president and chief operating officer, has the knowledge, expertise, and experience to understand the opportunities and challenges facing the company, as well as the leadership and management skills to promote and execute the company's values and strategy, particularly during the current difficult economic environment and as the company integrates the wachovia businesses, which doubled the size of the company. the board believes that combining the chairman and ceo positions is the right corporate governance structure for the company at this time because it most effectively utilizes mr. stumpf's extensive experience and knowledge regarding the company, including by allowing him to lead board discussions regarding the company's business and strategy, and provides unified leadership for the company. although the board believes that it is more effective to have one person serve as the company's chairman and ceo at this time, it also recognizes the importance of strong independent leadership on the board. accordingly, in addition to maintaining a significant majority of independent directors (15 of the 16 director nominees are independent under nyse rules and the director independence standards) and independent board committees, in 2009 the board enhanced our corporate governance practices by creating the new position of lead director and amending our corporate governance guidelines to identify the responsibilities of the lead director. our corporate governance guidelines provide that each year a majority of the independent directors will appoint the lead director, and in early 2010, the independent directors appointed philip j. quigley to continue to serve as the board's lead director and expanded the duties and responsibilities of the lead director. the board believes that the lead director structure provides the same independent leadership, oversight, and benefits for the company and the board that would be provided by an independent chairman. the duties and responsibilities of the lead director are specifically and clearly described in the corporate governance guidelines and include the following: together with the chairman and ceo, with input from the other directors, approving board meeting agendas; together with the chairman and ceo, with input from the other directors, approving meeting schedules to assure that there is sufficient time for discussion of all agenda items; presiding at executive sessions or special meetings of non- management and independent directors and, as appropriate, providing prompt feedback to the chairman and ceo and otherwise serving as a liaison between the independent directors and the chairman; calling executive sessions of the board or of the non- management or independent directors and advising the chairman and/or ceo of actions or deliberations at such sessions; working with committee chairs to ensure coordinated coverage of board responsibilities; facilitating communication between the board and senior management, including advising the chairman or the ceo of the board's informational needs and approving the types and forms of information sent to the board; serving as an additional point of contact for board members and stockholders and, if requested by major stockholders, being available for consultation and direct communication; acting as a ""sounding board"" and mentor to the chairman and ceo; contributing to the performance review of the chairman and ceo; and staying informed about the strategy and performance of the company and reinforcing that expectation for all board members.",1
262,73124,2010,"the current leadership structure of the board of directors includes the chairman and ceo and a lead director appointed annually by the corporation's independent directors. the board of directors believes that combining the positions of chairman and ceo is the most appropriate for the corporation at this time. having one person as chairman and ceo provides unified leadership and direction to the corporation and strengthens the ability of the ceo to develop and implement strategic initiatives and respond efficiently in crisis situations. the board also believes the combination of the chairman and ceo positions is appropriate in light of the substantial independent oversight provided by the board of directors. the board of directors believes that leadership of the independent directors is important. accordingly, on november 10, 2009, the board established the position of lead director and appointed arthur l. kelly as lead director. the board has amended the corporate governance guidelines and bylaws to provide that the corporation's independent directors will designate annually one of the independent directors to serve as the lead director. the lead director's duties are described in the corporation's corporate governance guidelines and include, among other things, (a) the authority to call at any time a special meeting of the board or a special executive session of the independent directors and (b) presiding at all regular and any special meetings of the board at which the chairman is not present, including all regular and any special executive sessions of the independent directors. a copy of the corporate governance guidelines is available on the corporation's website at www.northerntrust.com and available in print to any stockholder who requests it in writing from the corporation's corporate secretary at the address indicated on the first page of this proxy statement. in addition to the lead director, the board of directors has a substantial majority of independent directors. twelve out of thirteen of the director nominees are ""independent"" directors as defined under applicable nasdaq rules. the audit committee, business risk committee, business strategy committee, compensation and benefits committee, and corporate governance committee are composed solely of independent directors, and the executive committee, with the exception of mr. waddell, is composed of independent directors. consequently, independent directors directly oversee critical matters and appropriately monitor the chairman and ceo",1
263,73124,2014,"the current leadership structure of the board of directors consists of a combined  cotb  and ceo position and a lead director appointed annually by the corporation's independent directors. the board of directors has determined that combining the positions of  cotb  and ceo is the most appropriate for the corporation at this time. having one person as  cotb  and ceo provides unified leadership and direction to the corporation and strengthens the ability of the ceo to develop and implement strategic initiatives and respond efficiently in crisis situations. the board believes the combination of the  cotb  and ceo positions is appropriate in light of the substantial independent oversight provided by the board of directors. the board also believes that the desire for independent leadership of the board is sufficiently balanced by the prominent role of the lead director. the lead director's primary duties are described in the corporation's corporate governance guidelines. among other things, the lead director's duties include (i) approving meeting agendas for the board and the nature of information sent to the board, (ii) approving board meeting schedules to assure that there is sufficient time for discussion of all board agenda items, (iii) the authority to call at any time a special meeting of the board or a special executive session of the independent directors, (iv) the authority to add items to the agenda of any regular or special meeting of the board, (v) preparing the agenda for all regular and any special executive sessions of the independent directors, (vi) presiding at all regular and special meetings of the board at which the  cotb  is not present, (vii) presiding at all regular and any special executive sessions of the independent directors, (viii) serving as a liaison between the independent directors and the  cotb  and ceo , (ix) conducting, by means of an interview with each independent director, the independent directors annual evaluation of the  cotb  and ceo 's performance and then communicating the results to the compensation and benefits committee and to the  cotb  and ceo , (x) conducting, by means of an interview with each director, including the  cotb  and ceo , the board's annual self-evaluation of its performance and then providing a summary report to the board, (xi) meeting with regulators periodically separate from management, and (xii) being available for consultation and direct communication with major stockholders. a copy of the corporate governance guidelines is available on the corporation's website at www.northerntrust.com. ",1
264,73756,2012,"we currently have a leadership structure that includes separate individuals serving as our ceo and  cotb . our board believes this structure is appropriate in the existing circumstances, as messrs. mcevoy and huff, our ceo and  cotb , respectively, currently serve our company in separate and distinct roles. our board believes it is appropriate to retain the flexibility to combine those two positions in the future, should future circumstances result in a situation in which our board determines that such a combination is appropriate. the members of each of the audit committee, the compensation committee and the nominating and corporate governance committee include only persons whom the board has affirmatively determined are independent. accordingly, none of messrs. mcevoy, collins and huff is a member of any of those board committees. none of the chairmen of our board committees serves as  cotb  of more than one of those committees. as discussed above, our board of directors has determined that all members of the audit committee are audit committee financial experts as defined in the applicable rules of the sec. although our board believes the current membership and leadership structure for our board committees are appropriate in the existing circumstances, our board also believes it is appropriate to retain the flexibility to change board committee memberships and leadership in the future, should future circumstances warrant such a change in the view of our board. our board oversees our financial-related risks primarily through the audit committee and our risks associated with compensation policies and practices for executive officers and key employees primarily through the compensation committee. our compensation committee considers, in establishing and reviewing compensation programs, whether the programs encourage unnecessary or excessive risk taking. based on analyses conducted by management and discussed with the compensation committee, we do not believe that our compensation programs for our executives and other employees are reasonably likely to have a material adverse effect on us. our board believes that the current structure of our audit committee, with all members being independent and audit committee financial experts, and our compensation committee, with all members being independent, provides for an efficient and effective means of overseeing these risks. our board oversees our strategic and operations-related risks through the entire board. our board believes that the relative levels of experience and independence of our board members, collectively, support the board's ability to effectively oversee these risks at the entire board level.",0
265,74208,2010,"we separate the roles of the  cotb  and ceo in recognition of the differences between the two roles. the ceo is responsible for setting the strategic direction for the company and the day to day leadership and performance of the company, while the  cotb  provides guidance to the  ceo , sets the agenda for the board meetings and presides over meetings of the board. the board believes that the ceo offers the company-specific expertise and extensive industry knowledge that is necessary as we seek to strengthen our portfolio, continually improve operations and maintain access to low-cost capital, while our  cotb  is able at the same time to lead the board's efforts in oversight of the company and its management. as stated in our statement on corporate governance, the board will exercise its discretion in combining or separating the offices of  cotb  and  ceo . the determination will be based on the board's judgment of the best interests of the company from time to time. if the offices of  cotb  and ceo are combined or if the  cotb  does not qualify as an independent director, the board will designate a lead independent director, who will chair the executive sessions of the board and have such other duties as the board deems appropriate. the name of the lead independent director will be disclosed in our annual proxy statement. the board's administration of its risk oversight function has not affected the board's leadership structure. the board's role in the company's risk oversight process includes receiving regular reports from members of senior management on areas of material risk to the company, including operational, financial, legal, strategic and reputational risks. the audit committee, established in accordance with the applicable provisions of the securities exchange act of 1934, assists the board in fulfilling its oversight responsibility by performing the following: (1) reviewing with management the company's major financial exposures, including risk exposure to floating rate debt and the steps management has taken to monitor and control such exposures, including the company's risk assessment process and risk management policies, (2) reviewing and discussing with management, the internal auditors and the independent auditors, the company's policies with respect to risk assessment and risk management, and (3) establishing procedures for the receipt, retention and treatment of complaints received by the company regarding accounting, internal accounting controls or auditing matters and the confidential, anonymous submission by company employees of concerns regarding questionable accounting or auditing matters. as set forth in the charter of the audit committee, no director may serve as a member of the audit committee if such director serves on the audit committee of more than two other public companies. no member of our audit committee serves on the audit committee of more than two other public companies. ",0
266,74260,2010,"the company's leadership structure and its risk management processes are overseen and monitored by the board of directors. the details of this leadership structure and the development of management talent has been the primary responsibility of the board's executive committee for many decades. this five member committee is currently composed of the company's  cotb  ( cotb ) and ceo ( ceo  ), and four independent directors, including the lead director. the board of directors and its executive committee believe that the company's decades-long joining of the  cotb  and ceo positions is best suited to ensuring the long term value, stability and management of the three most important assets necessary for the accomplishment of its miss ion. old republic's board holds management singularly accountable for protecting and enhancing the value of these and all other assets. it therefore holds its ceo responsible for setting the proper tone in shaping and nurturing the institution's culture and values not solely in the shareholders interests, but in those of its important stakeholders as well. most critically, these include the policyholders to whom long-term promises of financial indemnity and stability are made by the company's insurance subsidiaries, the employees who possess the intellectual capital and business relationships necessary for the conduct and success of the company, the debt holders who extend a portion of the capital at risk, and the regulators who are charged with protecting the public interest vested in the insurance enterprise. to meet these responsibilities and objectives, the board expects the ceo to be a knowledgeable, and well rounded leader who, as chief enterprise risk manager is fully dedicate d to old republic's overall mission and is best qualified to address and balance the interests of all major stakeholders.in the board's sole discretion the  cotb  and ceo positions may be separated and assigned to two individuals with extensive and complementary operating knowledge of the company. under the board's long standing corporate governance philosophy, this separation is intended to be temporary and to occur in unusual circumstances or during transitions of management authority. ",1
267,74303,2014,"our principles of corporate governance state that our board may select either a combined ceo board chair coupled with a lead director or appoint a board chair who does not also serve as ceo . currently, our ceo also serves as  cotb , and the board selects a separate independent lead director. the board believes that this leadership structure is best for olin at the current time, as it appropriately balances the need for the ceo to run the company on a day-to-day basis with significant involvement and authority vested in an outside independent board member the lead director. the role of our lead director is fundamental to our decision to combine the ceo and board chair positions. our lead director assumes many functions traditionally within the purview of a  cotb . under our principles of corporate governance, our lead director must be independent, and is responsible for: advising on the board meeting schedule to ensure that the independent directors can perform their duties responsibly without interfering with company operations, approving agendas for board and committee meetings and information sent to the board, advising on quality, quantity, and timeliness of the flow of information from management to independent directors, interviewing all potential new board candidates, and making recommendations on candidates, chairing all executive sessions of the board's independent directors, acting as principal liaison between the independent directors and the chair on sensitive issues, recommending membership and chairs of board committees, calling meetings of the independent directors, and being available for direct communication if requested by major shareholders, as appropriate.",1
268,75288,2013,"our board is currently comprised of nine independent directors; one non-independent, non-management director (our retired ceo mr. j. hicks lanier); and one management director (our current ceo mr. chubb). until his retirement as our ceo in december 2012, mr. j. hicks lanier served in the dual capacity of ceo and chair of our board. based upon his insights into the day-to-day operations of our business and his long tenure on our board and the continuity that his experience offered, we believed that our company and shareholders were best served by having mr. lanier serve in both capacities. our corporate governance guidelines expressly provide that our board should make the decision as to who should serve as its chair based on the relevant factors applicable at the time. in 2013, we separated the roles of chair of our board (mr. lanier) and ceo (mr. chubb). we also have a presiding independent director (mr. wood). in connection with mr. lanier's retirement from his position as our  ceo , consistent with our board's periodic review, our board considered the factors relevant to establishing an effective leadership structure. based upon these considerations, including enabling mr. lanier to effectively provide advice to, and independent oversight of, management, our board believed that mr. lanier's continued service as the chair of our board was appropriate, while mr. chubb, in his capacity as our  ceo , focuses on the daily operations of our business, the activities of our operating groups, our business objectives and other factors impacting our business. in his capacity as the presiding independent director, mr. wood sets the agenda for, and chairs, executive sessions of our non-employee directors; serves as a liaison between independent directors and our  cotb  and our  ceo ; and serves as a liaison between our shareholders and our independent directors. as presiding independent director, mr. wood is in regular contact with our  cotb  and our ceo about our operating results and activities, risks to our business and business prospects. with an active, engaged presiding independent director, a non-management and long-tenured chair with vast experience in public company matters and the operations of our business, a supermajority of independent directors, regular meetings of our non-employee directors in executive session, and our audit committee and nc&g committee (each of which reports to our full board on a quarterly basis on significant committee activities) comprised solely of independent directors, our board believes that its current leadership structure is in the best interests of our organization and our shareholders.",0
269,75362,2012,"the company bylaws provide that the  cotb  also serves as the ceo ( ceo ). the board believes the combined role of  cotb  and ceo promotes unified leadership and direction for the company, which allows for a single, clear focus for management to execute the company's strategy and business plans. this leadership structure has resulted in the continued excellent growth and long-term financial success of the company. ",1
270,75677,2010," mr. stecko has served as our cotb and CEO since our inception in 1999. during mr. stecko's tenure, the roles of chair and CEO have been combined because of his significant experience serving on, and leading corporate boards (ours and others), as well as the efficiency and effectiveness of board conduct and proceedings gained from his familiarity with our operations, enabling the board to focus on the most relevant decisions, issues and risks involving the company. the independent members of the board have elected mr. mencoff as the presiding director. the presiding director is an independent director elected by the independent directors on the board. in addition to presiding at executive sessions of independent directors, the presiding director has the responsibility to: coordinate with the cotb and CEO of the establishment of the agenda and topics for board and stockholder meetings; retain independent advisors on behalf of the board as the board may determine is necessary or appropriate; serve as a liason between the management directors and independent directors when circumstances dictate; and perform such other functions as the independent directors may designate from time to time. the independent directors regularly meet in executive sessions, and did so three times during 2009.",0
271,75677,2015,"mr. stecko served as our  cotb  and ceo from our inception in 1999 through july 2010. during mr. stecko's tenure, the roles of chair and ceo were combined because of his significant experience serving on and leading corporate boards (ours and others), as well as the efficiency and effectiveness of board conduct and proceedings gained from his familiarity with our operations, enabling the board to focus on the most relevant decisions, issues and risks involving the company. with the succession of mark w. kowlzan to the ceo position in july 2010, the  cotb  and ceo roles were split between mr. stecko, who remained as  cotb , with responsibility for key strategic matters of the company along with board communication and leadership, and mr. kowlzan. mr. stecko retired as an executive officer of the company and will continue to serve as  cotb  of our board. as both individuals have extensive experience in the management of our company and our operations, the advantages of having a combined  cotb  and ceo were retained, while achieving an appropriate balance of power and experience between the  cotb , the chief executive offer and the remainder of the board. to help maintain a strong and appropriate independent director presence, the independent members of the board have elected mr. mencoff as the presiding independent director. the presiding independent director is an independent director elected by the independent directors on the board. in addition to presiding at executive sessions of independent directors, the presiding independent director has the responsibility to: coordinate with the  cotb  regarding the establishment of the agenda and topics for board and stockholder meetings; retain independent advisors on behalf of the board as the board may determine is necessary or appropriate; serve as a liason between the management directors and independent directors when circumstances dictate; and perform such other functions as the independent directors may designate from time to time. the independent directors regularly meet in executive sessions, and did so five times during 2013.",0
272,75829,2010,"the current leadership structure of the board includes (a) a combined  cotb  and  ceo , and (b) a lead independent director. pursuant to the company's corporate governance policy, the board determines whether it is appropriate to combine or separate the roles of  cotb  and ceo depending on the company's circumstances at the time. currently, mr. krasnoff serves in both roles. the board believes that combining these roles facilitates efficient and effective board deliberations, since mr. krasnoff brings a leadership perspective that blends the outlook of both the board and management. in particular, mr. krasnoff's long tenure with the company and his deep knowledge of the company's day-to-day operations and relationships with customers, employees and business partners enables him to focus the board's deliberations on those matters that are most critical. by combining the roles, the board believes the company presents its message and strategy to shareholders, employees and customers with a unified voice, a benefit that has been particularly important in recent years as the company has undertaken significant initiatives to restructure its global operations, including through the realignment of its segments and the implementation of significant cost reduction programs and new internal resource allocation and reporting systems. to help ensure effective governance, the company's corporate governance policy requires the company's independent directors to select a lead independent director in the event the  cotb  is not an independent director. daniel j. carroll, jr. is the presiding lead independent director. he has served in this position since july 2003. under the company's corporate governance policy, the lead independent director has responsibilities which include: (a) presiding at board meetings at which the  cotb  is not present, including executive sessions of the non-employee directors, (b) serving as liaison between the  cotb  and the non-employee directors, (c) collaborating with the  cotb  on setting board meeting agendas, pre-read materials and proposed meeting calendars and schedules, and (d) calling meetings of the non-employee directors and preparing the meeting agendas.",1
273,75829,2011,"the board recognizes that one of its key responsibilities is to evaluate and determine its optimal leadership structure so as to provide independent oversight of management, but also believes that the right structure may vary with the company's circumstances. pursuant to the company's corporate governance policy, the board determines whether it is appropriate to combine or separate the roles of  cotb  and ceo depending on the company's circumstances at the time and, in the event that the roles are combined, the board must select a lead independent director with duties and responsibilities detailed in the corporate governance policy. following the announcement of mr. krasnoff's planned retirement as ceo and president of the company, the board determined that the board should be led by a non-executive  cotb . since march 2011, mr. hoffman has served in that capacity. the board concluded that this leadership structure was appropriate to assist in the transition of mr. krasnoff's responsibilities to a new  ceo . the board believes that independent board leadership at this time allows the ceo to focus fully on operations and develop a strategic vision, while ensuring that he has an appropriate strong point of contact with the board to facilitate constructive engagement with the board as a whole.",0
274,75829,2012,"the board recognizes that one of its key responsibilities is to evaluate and determine its optimal leadership structure in order to provide independent oversight of management and a highly-engaged and functioning board. pall's corporate governance policy grants the board the flexibility to select the appropriate leadership structure of the company. in determining such structure, the board considers many factors, including the specific needs of the business, fulfilling the duties of the board and the best interests of pall's shareholders. in march 2011, the board decided to separate the positions of chairman of the board and chief executive officer in connection with the retirement of the company's former chairman and chief executive officer. ronald hoffman has served as chairman since the separation of the positions in march 2011, and lawrence kingsley has served as pall's president and chief executive officer since october 2011. the board believes this leadership structure is appropriate for the company at this time because it allows pall's chief executive officer to focus his time and attention on the management of the company's day-to-day operations and permits the chairman to focus on the board's oversight responsibilities. ",0
275,76321,2011,"the board has no policy with respect to the separation of the offices of  cotb  and  ceo . the board believes that its leadership structure is a meaningful part of the company's succession planning process and that it is in the best interests of the company for the board to make a determination with respect to the separation of those offices when it elects a new  ceo . accordingly, upon the election of mr. david c. mannon as ceo in october 2009, mr. robert l. parker jr. became our executive  cotb  as his significant historical company knowledge and strategic experience makes him well suited to serve as a link between the board and management. in addition, in accordance with our corporate governance principles, during 2010, mr. r. rudolph reinfrank acted as presiding director of the meetings of the independent directors. as presiding director, mr. reinfrank's responsibilities included (i) acting as the principal liaison between the non-employee directors and the  ceo , (ii) coordinating the activities of the non-employee directors and the independent directors when acting as a group and (iii) receiving and addressing communications from interested parties contacting the non-employee directors. during 2010, the independent directors met in executive sessions in conjunction with the regular board meetings. by unanimous consent of the board, mr. robert e. mckee iii was appointed to act as presiding director for 2011.",0
276,76334,2010,"our board of directors currently employs a dual leadership structure in which our ceo serves as our board of directors has had a lead director since april 2004. our board of directors believes that having a lead director who is elected by our independent directors ensures that our board of directors will at all times have an independent director in a leadership position. at the same time, our board of directors believes that it is important to maintain flexibility in its leadership structure to allow for a member of management to serve in a leadership position alongside the lead director if our board of directors determines that such a leadership structure best meets the then current needs of our board of directors, our business, our employees and our shareholders. our board of directors has determined that this leadership structure is currently more efficient and effective than a structure which employs a single, independent  cotb . our board of directors views this structure as one that ensures both independence in leadership and a balance of knowledge, power and authority. for example, our leadership structure employs both a  cotb  who possesses an intimate, working knowledge of our day-to-day business, plans, strategies and initiatives, and a lead director who has a strong working relationship with our non-management, independent directors. these two individuals combine and utilize their unique knowledge bases and perspectives to ensure that management and our independent directors our board of directors recognizes, however, that no single leadership model may always be appropriate. accordingly, our board of directors regularly reviews its leadership structure to ensure that it continues to represent the most efficient and effective structure for our board of directors, our business, our employees and our shareholders. our board of directors believes that its current level of independence, leadership structure and qualifications and diversity of its members further facilitate the effective identification, oversight, evaluation and management of risk. our lead director meets regularly with our other independent directors without management to discuss current and potential risks and the means of mitigating those risks, and has the authority to direct and evaluate management's risk management efforts. our board of directors determines in its sole discretion that it is in our best interests and in the best interests of our shareholders to require the executive officer to repay or forfeit all or any portion of the amount paid or payable. separating the role of  cotb  and our ceo will not result in strengthening our corporate governance or in creating or enhancing long-term value for our shareholders. all of our directors, independent or not, are required to exercise their fiduciary duties in a manner they believe to be in our best interests and in the best interests of our shareholders. splitting the roles of  cotb  and our ceo would not diminish or augment these fiduciary duties or enhance the independence or performance of our board of directors. moreover, our board of directors does not believe such a requirement would ensure a balance of power and authority on our board of directors, as each director is an equal participant in board of director meetings and decisions. needs, the specific qualifications of the individuals in question and the particular facts and circumstances affecting our business, as it considers candidates for  cotb . we believe that shareholders are best served by a board of directors that can adapt its structure to our needs and the capabilities of its directors and senior executives. because this proposal narrows the governance options available to our board of directors, we do not believe its adoption is in our best interests or in the best interests of our shareholders. ",1
277,76334,2012,"our board of directors currently employs a dual leadership structure in which our chief executive officer serves as chairman of the board and, pursuant to our board of directors guidelines on significant corporate governance issues, the chair of the corporate governance and nominating committee of our board of directors, an independent director, serves as lead director. our lead director is elected solely by the independent members of our board of directors and holds a position separate and independent from our chairman of the board. the charter of the corporate governance and nominating committee provides that the chair of the corporate governance and nominating committee has a term limit of three years. the specific authorities, duties and responsibilities of our lead director are described in our board of directors guidelines on significant corporate governance issues. among other things, our lead director presides over and supervises the conduct of all meetings of our independent directors, calls meetings of our non-management, independent directors, and prepares and approves all agendas and schedules for meetings of our board of directors. our board of directors has had a lead director since april 2004. our board of directors believes that having a lead director who is elected by our independent directors ensures that our board of directors will at all times have an independent director in a leadership position. at the same time, our board of directors believes that it is important to maintain flexibility in its leadership structure to allow for a member of management to serve in a leadership position alongside the lead director if our board of directors determines that such a leadership structure best meets the then current needs of our board of directors, our business, our employees and our shareholders. our board of directors has determined that this leadership structure is currently more efficient and effective than a structure which employs a single, independent chairman of the board. our board of directors views this structure as one that ensures both independence in leadership and a balance of knowledge, power and authority. for example, our leadership structure employs both a chairman of the board who possesses an intimate, working knowledge of our day-to-day business, plans, strategies and initiatives, and a lead director who has a strong working relationship with our non-management, independent directors. these two individuals combine and utilize their unique knowledge bases and perspectives to ensure that management and our independent directors work together as effectively as possible. among other things, our chairman of the board ensures that our board of directors addresses strategic issues that management considers critical, while our lead director ensures that our board of directors addresses strategic issues that our independent directors consider critical. our board of directors recognizes, however, that no single leadership model may always be appropriate. accordingly, our board of directors regularly reviews its leadership structure to ensure that it continues to represent the most efficient and effective structure for our board of directors, our business, our employees and our shareholders.",1
278,76334,2012,"our board of directors currently employs a dual leadership structure in which our chief executive officer serves as chairman of the board and, pursuant to our board of directors guidelines on significant corporate governance issues, the chair of the corporate governance and nominating committee of our board of directors, an independent director, serves as lead director. our lead director is elected solely by the independent members of our board of directors and holds a position separate and independent from our chairman of the board. the charter of the corporate governance and nominating committee and our board of directors guidelines on significant corporate governance issues provide that the chair of the corporate governance and nominating committee is elected or re-elected every three years. the specific authorities, duties and responsibilities of our lead director are described in our board of directors guidelines on significant corporate governance issues. among other things, our lead director presides over and supervises the conduct of all meetings of our independent directors, calls meetings of our non-management, independent directors, and prepares and approves all agendas and schedules for meetings of our board of directors. our board of directors has had a lead director since april 2004. our board of directors believes that having a lead director who is elected by our independent directors ensures that our board of directors will at all times have an independent director in a leadership position. at the same time, our board of directors believes that it is important to maintain flexibility in its leadership structure to allow for a member of management to serve in a leadership position alongside the lead director if our board of directors determines that such a leadership structure best meets the then current needs of our board of directors, our business, our employees and our shareholders. our board of directors has determined that this leadership structure is currently more efficient and effective than a structure which employs a single, independent chairman of the board. our board of directors views this structure as one that ensures both independence in leadership and a balance of knowledge, power and authority. for example, our leadership structure employs both a chairman of the board who possesses an intimate, working knowledge of our day-to-day business, plans, strategies and initiatives, and a lead director who has a strong working relationship with our non-management, independent directors. these two individuals combine and utilize their unique knowledge bases and perspectives to ensure that management and our independent directors work together as effectively as possible. among other things, our chairman of the board ensures that our board of directors addresses strategic issues that management considers critical, while our lead director ensures that our board of directors addresses strategic issues that our independent directors consider critical. our board of directors recognizes, however, that no single leadership model may always be appropriate. accordingly, our board of directors regularly reviews its leadership structure to ensure that it continues to represent the most efficient and effective structure for our board of directors, our business, our employees and our shareholders. ",1
279,76334,2012,"our board of directors currently employs a dual leadership structure in which our chief executive officer serves as chairman of the board and, pursuant to our board of directors guidelines on significant corporate governance issues, the chair of the corporate governance and nominating committee of our board of directors, an independent director, serves as lead director. our lead director is elected solely by the independent members of our board of directors and holds a position separate and independent from our chairman of the board. the charter of the corporate governance and nominating committee and our board of directors guidelines on significant corporate governance issues provide that the chair of the corporate governance and nominating committee is elected or re-elected every five years. the specific authorities, duties and responsibilities of our lead director are described in our board of directors guidelines on significant corporate governance issues. among other things, our lead director presides over and supervises the conduct of all meetings of our independent directors, calls meetings of our non-management, independent directors, and prepares and approves all agendas and schedules for meetings of our board of directors. our board of directors has had a lead director since april 2004. our board of directors believes that having a lead director who is elected by our independent directors ensures that our board of directors will at all times have an independent director in a leadership position. at the same time, our board of directors believes that it is important to maintain flexibility in its leadership structure to allow for a member of management to serve in a leadership position alongside the lead director if our board of directors determines that such a leadership structure best meets the then current needs of our board of directors, our business, our employees and our shareholders. our board of directors has determined that this leadership structure is currently more efficient and effective than a structure which employs a single, independent chairman of the board. our board of directors views this structure as one that ensures both independence in leadership and a balance of knowledge, power and authority. for example, our leadership structure employs both a chairman of the board who possesses an intimate, working knowledge of our day-to-day business, plans, strategies and initiatives, and a lead director who has a strong working relationship with our non-management, independent directors. these two individuals combine and utilize their unique knowledge bases and perspectives to ensure that management and our independent directors work together as effectively as possible. among other things, our chairman of the board ensures that our board of directors addresses strategic issues that management considers critical, while our lead director ensures that our board of directors addresses strategic issues that our independent directors consider critical. our board of directors recognizes, however, that no single leadership model may always be appropriate. accordingly, our board of directors regularly reviews its leadership structure to ensure that it continues to represent the most efficient and effective structure for our board of directors, our business, our employees and our shareholders. ",1
280,77159,2010,"we have had separate chairmen of the board and  ceo 's since 1996. we believe that this board leadership structure has been and continues to be the best for us and our shareholders. as the oversight responsibility of directors continues to grow, and given that our ceo has the responsibility of managing three separate publicly traded entities engaged in multiple businesses, we believe that it is most prudent to have an independent  cotb  whose primary service to us is board leadership and a ceo who can focus all of his time on overseeing management of us, pvr and pvg. ",0
281,77360,2012,"our corporate governance principles, which can be found at http://www.pentair.com/resources/images/3609.pdf, describe our policies concerning: selection and composition of the board board leadership board composition and performance responsibilities of the board board relationship to senior management meeting procedures committee matters leadership development we do not have a policy requiring the positions of  cotb  and ceo to be held by different persons. rather, the board has the discretion to determine whether or not the positions should be combined or split. since 2002, our ceo has also been the  cotb . the board believes that this leadership structure has worked well for several reasons, among them: we historically have had a super-majority of independent directors; only one or two officers of our company have served at any one time as directors (out of 10 or 11 members of the board) our independent directors meet in executive session without the ceo present at every regular meeting of the board our annual board assessment process addresses issues of board structure and director performance we have and have had since 2003 an independent member of the board as our lead director our lead directors have served as an effective communication channel between the independent board members and the ceo and among the independent board members our lead director is selected by the independent directors on our board. his role is to provide independent leadership to the board, act as liaison between the non-management directors and our company, and ensure that the board operates independently of management. the principle responsibilities assigned to the lead director include: chairing the board in the absence of the  ceo ; presiding over all executive sessions of the board; in conjunction with the  cotb  of the compensation committee, giving annually the board's performance review of the  ceo ; in conjunction with the  cotb , approving the agenda for board meetings, including scheduling to assure sufficient time for discussion of all agenda items; in conjunction with the  cotb  and committee chairs, ensuring an appropriate flow of information to the directors; holding one-on-one discussions with individual directors where requested by directors or the board; and carrying out other duties as requested by the board.",1
282,78003,2013,"the following sections provide an overview of pfizer's corporate governance structure and processes, including the independence and other criteria we use in selecting director nominees; our board leadership structure; and certain responsibilities and activities of the board of directors and its committees. we also discuss how shareholders and other stakeholders can communicate with our directors. the board recognizes that one of its key responsibilities is to evaluate and determine its optimal leadership structure so as to provide independent oversight of management and a highly engaged and high-functioning board. based on its experience, considerable engagement with shareholders, and an assessment of research on this issue, the board understands that there are a variety of viewpoints concerning a board's optimal leadership structure; that available empirical data concerning the impact of board leadership on shareholder value is inconclusive and not compelling; and, accordingly, that there is no single, generally accepted approach to board leadership in the u.s. given the dynamic and competitive environment in which we operate, the board believes that the right leadership structure may vary as circumstances warrant. consistent with this understanding, the independent directors do not view any particular structure as preferred and consider the board's leadership structure on at least an annual basis. this consideration includes the pros and cons of alternative leadership structures in light of the company's operating and governance environment at the time, with the goal of achieving the optimal model for board leadership and effective oversight of management by the board. based upon these considerations, and following lengthy reviews, the independent directors determined in december 2011 to elect mr. read as  cotb  and ceo ; re-elected him to that position in april 2012; and reconsidered the board's leadership structure again in december 2012 and determined to maintain the current structure. these determinations were based on the independent directors strong belief that mr. read, in view of his extensive experience in and knowledge of the research-based biopharmaceutical industry, has demonstrated the leadership and vision necessary to lead the board and the company in our challenging industry and macroeconomic environments; that he has a fundamentally investor-driven viewpoint; that his leadership has generated strong performance; and that he does not have an employment agreement and serves as  cotb  and ceo at the pleasure of the board. the independent directors also believe that this unified structure provides our company with strong and consistent leadership and that, given the significant regulatory and market environment in which we operate, having one clear leader in both roles provides decisive and effective leadership, both within and outside the company. the independent directors have also selected george a. lorch to serve as lead independent director a position that, at pfizer, entails significant responsibility for independent board leadership. mr. lorch served as non-executive  cotb  from december 2010 to december 2011 and continues to exercise his strong leadership skills in his role as lead independent director. in addition, the independent directors have considered shareholder feedback on the subject of board leadership, including discussions with institutional investors who have expressed interest in the board's rationale for combining the roles of  cotb  and ceo . in general, these investors acknowledge that the independent members of the board are in the best position to determine the optimal board structure, although some investors have asked about the strength of board independence under a non-independent chair structure. further, our investors have indicated that if the positions of  cotb  and ceo should be combined, it was imperative that the board have independent leadership by appointing a strong lead independent director with a clearly defined role and responsibilities. the company's corporate governance principles require the appointment of a lead independent director if the positions of  cotb  and ceo are held by the same individual, and the independent directors believe that mr. lorch provides strong leadership in that position. the board believes that mr. read, pfizer's  cotb  and ceo , has the leadership and vision necessary to lead the board in our challenging industry and macroeconomic environments. our independent directors have considered extensive shareholder feedback on board leadership, including the need for a strong lead independent director with a clearly defined role and responsibilities. while pfizer's independent directors are aware of the varying investor views regarding our board leadership structure, they believe that our board, comprised entirely of independent directors other than mr. read, remains highly independent, empowered and engaged. further, the independent directors remain committed to evaluating our board leadership structure at least annually. under the company's by-laws and corporate governance principles, the board can and will change its leadership structure if it determines that doing so is appropriate and in the best interest of pfizer and its shareholders. the board believes that these factors provide the appropriate balance between the authority of those who oversee the company and those who manage it on a day-to-day basis. the independent directors are committed to evaluating our board leadership structure at least annually. board leadership structure: the committee conducted an annual review of the board's leadership structure, resulting in determinations to retain the current leadership structure and to revise the lead independent director charter to further expand the authority of this important position (see board leadership structure lead independent director ). the following pages contain biographical and other information about the nominees, including each nominee's age at the date of the annual meeting. each nominee's other current public company directorships, if any, are shown beneath the nominee's photograph; former and non-public company directorships, if any, are noted in the nominee's biographical information. following each nominee's biographical information, we have provided information concerning the particular experience, qualifications, attributes and/or skills that led the corporate governance committee and the board to determine that each nominee should serve as a director. in addition, most of our directors serve or have served on boards and board committees (including, in many cases, as committee chairs) of other public companies, which we believe provides them with additional board leadership and governance experience, exposure to best practices, and substantial knowledge and skills that further enhance the functioning of our board. the board of directors believes that the actions requested by the proponent are not in the best interests of our shareholders and recommends a vote as a result of the recommendations contained in an independent, third-party security study, the board has determined that the ceo must use company-provided aircraft for all air travel, including personal travel, to the maximum extent practicable. the security study also recommends that the ceo 's spouse and dependent children use company-provided aircraft when they accompany the ceo , to the maximum extent practicable. travel by the ceo 's spouse or dependent children is generally considered personal use and is subject to taxation and disclosure.",1
283,78239,2011,"the following table presents certain information with respect to each class of our voting stock beneficially owned as of april 24, 2012 by the following persons: each of our directors; each of the nominees for director; our  ceo , our chief financial officer and our four most highly compensated executive officers with respect to our most recently completed fiscal year, other than our ceo and chief financial officer; and our directors, the nominees for director and our executive officers, as a group. the information in the table is provided as if our series a convertible preferred stock had been converted on the record date, as the holders of such stock are generally entitled to vote with the holders of our common stock on an as-converted basis. currently, our ceo serves as  cotb . our corporate governance guidelines provide for the independent directors to elect annually one of the independent directors to serve as presiding director for any annual period that the ceo serves as  cotb . the nominating & governance committee is responsible for nominating the director to serve in such role. mr. nasella currently serves as our presiding director. the duties of the presiding director include the following: presiding at all meetings of the board of directors at which the  cotb  is not present, including executive sessions of the non-management and independent directors; serving as liaison between the  cotb  and the non-management directors; discussing with management and/or approving non-routine information sent to the board; reviewing and approving board meeting agendas; assuring that there is sufficient time for discussion of all agenda items; having the authority to call meetings of the independent directors; and if reasonably requested by major stockholders, ensuring that he or she is available for consultation and direct communication. the board of directors believes that no single leadership model is right for the company and that whether the offices of ceo and  cotb  should be combined or separate depends on the circumstances. currently, the board of directors believes that combining these two roles is the most effective leadership structure for us. mr. chirico's combined role as ceo and  cotb  has promoted unified leadership and direction for the board and executive management and has allowed for a single, clear focus for the chain of command to execute our strategic initiatives and business plans. mr. chirico's extensive knowledge of and tenure at the company places him in a unique leadership role. the board believes that having mr. chirico serve as both ceo and  cotb , coupled with a presiding director with the duties described above, is the most effective leadership structure for the company. to assure effective independent oversight, the board of directors has adopted a number of governance practices, including: requiring that the members of all key committees of the board must be independent under the rules of the new york stock exchange; holding executive sessions of the non-management directors after every board meeting and, periodically, continuing these sessions with only the independent directors present; and requiring a strong, independent, clearly-defined presiding director role (as discussed above).",1
284,78460,2011," the board of directors has nominated mr. malcolm e. everett iii, mr. frank b. holding, jr., ms. minor m. shaw and ms. muriel w. sheubrooks, whose terms expire at the 2011 annual meeting, to stand for re-election as class i directors. the board has determined that each of these directors is an independent member of the board. the terms of the class i directors elected at the annual meeting will expire in 2014. information as to the four nominees for re-election as class i directors is set forth in the section of this proxy statement entitled 'information regarding the board of directors.' the option of one year, two years or three years that receives the highest number of votes cast by shareholders will be the frequency for the advisory vote on executive compensation that has been selected by shareholders, and the board of directors will consider the outcome of the vote when deciding how often a say-on-pay vote will be requested from the company's shareholders. because this vote is advisory and not binding on the board of directors in any way, however, the board may decide that it is in the best interests of our shareholders and the company to hold an advisory vote on executive compensation more or less frequently than the option approved by our shareholders. the board has no set policy on whether it should always be led by a  cotb  who is also the ceo , but rather considers periodically whether combining the role of  cotb  and ceo continues to be appropriate. at this time, the board is committed to the combined role given the specific circumstances of the company, the unique and changing environment facing natural gas distribution companies, the highly regulated industry in which the company operates and the current ceo 's deep knowledge of the energy industry. specifically, the board believes that mr. skains, with more than 30 years of experience in the natural gas industry, is in the best position to lead most effectively in the role of  cotb . in addition, given the complexity of our business, the board believes that having a  cotb  who also serves as the ceo allows timely communication with the board on company strategy and critical business issues. in the future, the board will continue to assess whether this leadership structure is appropriate and will adjust as necessary. the board believes its oversight of the erm program benefits from having one person serve as the  cotb  and ceo . with his in-depth knowledge and understanding of the ",1
285,78536,2010,"we have a separate  ceo , mr. blake, and  cotb , mr. liebentritt. the board of directors has determined that having a separate chief executive office and  cotb  is appropriate for the company because this leadership structure provides independent leadership for the board of directors, which the board of directors considers important with respect to its oversight of management, and enables the board of directors to fulfill its oversight responsibilities effectively. ",0
286,78814,2012,"the board of directors believes it should have the flexibility to establish a leadership structure that works best for the company at a particular time and can review that structure from time to time. the company's ceo also serves as the  cotb . the board of directors has a lead director who is an independent member of the board of directors. in determining the appropriate leadership structure, the board of directors considered a number of factors, including the effectiveness of the role of independent lead director, the candor and dynamics of discussion among the directors and between directors and management, the facility with which directors influence the content of board meeting agendas, and the significance attributed by the company's external constituents in the worldwide postal markets to the title of  cotb . the board of directors believes that the leadership structure it has chosen for pitney bowes is appropriate in light of the constructive and candid nature of the discussion at board and committee meetings, as well as the directors freedom to participate in the agenda-setting process, the directors access to members of senior management outside the presence of the  ceo , and the robust role of the lead director.",1
287,79282,2010,"the board has applied the foregoing standards and considerations to each current member of the board and to such board members' immediate family members, and has affirmatively determined that the following seven of the eleven current directors have no material relationship with us other than service as a director, and are therefore independent: samuel p. bell, iii; hugh m. brown; bradley currey, jr.; theodore j. hoepner; toni jennings; wendell s. reilly; and chilton d. varner. additionally, the board has determined that jan e. smith, who served as a director until his resignation from the board of directors in august 2009, had no material relationship with us other than service as a director. in each case, the board also considered the fact that from time to time, in the ordinary course of business and on usual commercial terms, we and our subsidiaries may provide services in our capacities as insurance intermediaries to various directors of the company, and to entities in which various directors of the company have direct or indirect interests.our board has the flexibility to determine whether the roles of cotb and CEO should be separated or combined. the board makes this decision based on its evaluation of the circumstances and the specific needs of the company. our board has the flexibility to determine whether the roles of cotb and CEO should be separated or combined. july 1, 2009, upon the retirement of j. hyatt brown from the position of CEO , the roles of cotb and CEO were separated. thus, j. hyatt brown continues to serve as cotb , while j. powell brown serves as CEO . prior to july 1, 2009, the positions of cotb and CEO were held jointly by j. hyatt brown. we believe that this leadership structure is desirable under present circumstances because it allows mr. j. powell brown to focus his efforts on running our business and managing the company in the best interests of our shareholders, while we are able to benefit from mr. j. hyatt brown's extensive business and industry experience, knowledge of our company, service on boards of other publicly-traded companies and proven leadership ability.",1
288,79879,2012,"we have a traditional board leadership structure under which mr. bunch serves as our chief executive officer and chairman of the board. we have ten other directors, each of whom is independent. our board has four standing committees, each of which is comprised solely of independent directors with a committee chair. we believe that this leadership structure has served ppg well. the board believes that the company's chief executive officer is best situated to serve as chairman of the board because he is the director most familiar with our business and industry and the director most capable of identifying strategic priorities and executing our business strategy. in addition, having one person serve as both chairman and chief executive officer demonstrates to our employees, suppliers, customers, shareholders and other stakeholders that ppg has strong leadership with a single person setting the tone and having the responsibility for managing our operations. having a single leader eliminates the potential for confusion and provides clear leadership for ppg. we believe that our board consists of directors with significant leadership skills, as discussed above. all of our independent directors have served as the  cotb , ceo and/or president of other companies. accordingly, we believe that our independent directors have demonstrated leadership in large enterprises and are well versed in board processes and that having directors with significant leadership skills benefits our company and our shareholders. ",1
289,79958,2010,"the board has determined that the appropriate leadership structure for the board at this time is for mr. donegan, the chief executive officer of the company, to serve as chairman of the board. the board also designates on a rotating basis in advance of each meeting a lead non- management director to preside over the regular executive sessions of the non- management directors. the lead non- management director develops the agenda of matters for the non- management directors to consider and follows up on any actions that result from the executive session. the non- management directors believe that mr. donegan's in- depth knowledge of each of the company's businesses and the competitive challenges each business faces makes him the best- qualified director to serve as chairman",1
290,80124,2010,. the board currently has a non-executive  cotb . the president and ceo of the company does not serve as  cotb . the board believes that separating the roles of the principal executive officer and board  cotb  positions is consistent with the goal of good corporate governance for the company. ,0
291,80424,2012,"the board reached this decision because the current leadership structure, with mr. mcdonald serving as both ceo and chairman of the board, provides unified leadership and direction for the company and gives clear focus for management to execute the company's strategy and business plans. mr. mcdonald's leadership style and knowledge of the company, its business, and its people are key attributes for the chairman of the board. in particular, his understanding and leadership in the areas of strategy and risk management are beneficial to facilitating board effectiveness. the board believes that mr. mcdonald's strengths, combined with the diverse experience and outside perspective of mr. mcnerney, create an appropriate balance of power between the non-employee directors and management. maintaining flexibility is important to the board, and the current structure has served the company and its shareholders well in the past and is the best leadership structure for the company at the current time. the board will continue to evaluate the company's leadership structure to ensure the board's structure is right and appropriate at all times.",1
292,80424,2012,"the board regularly considers the appropriate leadership structure for the company and has concluded that the company and its shareholders are best served by the board retaining discretion to determine whether the same individual should serve as both ceo ( ceo ) and  cotb , or whether the roles should be separated. the board believes that it is important to retain the flexibility to make this determination at any given point in time based on what it believes will provide the best leadership structure for the company. this approach allows the board to utilize its considerable experience and knowledge to elect the most qualified director as  cotb , while maintaining the ability to separate the  cotb  and ceo roles when necessary. accordingly, at different points in the company's history, the ceo and  cotb  roles have been held by the same person. at other times, the roles have been held by different individuals. in each instance, the decision on whether to combine or separate the roles was made in the best interests of the company's shareholders, based on the circumstances at the time. during the board's recent re-evaluation of its leadership structure, and upon recommendation of the governance & public responsibility committee, the non-employee directors of the board concluded that the current leadership structure continues to be the right leadership structure for the company at this time, and it is not in the best interests of the shareholders to split the role of  cotb  and ceo and require an independent  cotb . the non-employee directors then reappointed mr. mcnerney to serve as presiding director for fiscal year 2012-13. the board reached this decision because the current leadership structure, with mr. mcdonald serving as both ceo and  cotb , provides unified leadership and direction for the company and gives clear focus for management to execute the company's strategy and business plans. mr. mcdonald's leadership style and knowledge of the company, its business, and its people are key attributes for the  cotb . in particular, his understanding and leadership in the areas of strategy and risk management are beneficial to facilitating board effectiveness. the board believes that mr. mcdonald's strengths, combined with the diverse experience and outside perspective of mr. mcnerney, create an appropriate balance of power between the non-employee directors and management. maintaining flexibility is important to the board, and the current structure has served the company and its shareholders well in the past and is the best leadership structure for the company at the current time. the board will continue to evaluate the company's leadership structure to ensure the board's structure is right and appropriate at all times. the board believes that service on the boards of other public companies provides valuable governance and leadership experience that ultimately benefits the company. the board also recognizes that outside public board service requires a significant commitment of time and attention, and therefore, in 2011, it modified its corporate governance guidelines to align its policy in this regard with emerging best governance practices. under the new policy, directors who are active  ceo 's of other public companies may sit on no more than two additional outside public boards, and other non-employee directors may sit on no more than three additional outside public boards. all directors are in compliance with this policy. this practice helps ensure that our directors can give appropriate levels of time and attention to the affairs of ",1
293,80661,2010," the company's chairman of the board of directors position is held by mr. peter b. lewis, and the chief executive officer position is held by mr. glenn m. renwick, who also serves as a director of the company. the board has determined that mr. lewis should lead the board of directors as chairman because he served as the chief executive officer of the company for 35 years, has served on the board of directors for 45 years, and is one of our largest shareholders. given his wealth of insurance industry and executive management experience, his extensive knowledge of the history and operations of the company, and his own history of innovation and independent thinking, mr. lewis is the logical choice to lead the board. ",0
294,80661,2011,"the chairman of the board of directors position is held by peter b. lewis, and the chief executive officer position is held by mr. renwick, who also serves as a director of the company. the board has determined that mr. lewis should lead the board of directors as chairman because he served as the chief executive officer of the company for 35 years, has served on the board of directors for 46 years, and is one of our largest shareholders. given his wealth of insurance industry and executive management experience, his extensive knowledge of the history and operations of the company, and his own history of innovation and independent thinking, mr. lewis is the logical choice to lead the board. mr. renwick has been our ceo since 2001, when mr. lewis retired from that role. in the board's view, the division of responsibility between mr. lewis, as chairman, and mr. renwick, as ceo, has worked well for progressive and its shareholders for over 10 years because of their extensive auto insurance operating experiences and their effective working relationship. ",0
295,81362,2011,"quaker's business is conducted by its officers, managers and associates under the direction of the ceo ( ceo ) and with oversight by the board of directors. the company's ceo is also the  cotb . the board has long held that, given quaker's size and management structure, it is best to combine the roles of  cotb  and ceo . the board believes having one leader serving as both  cotb  and ceo provides decisive and effective leadership. the board of directors has also appointed an independent lead director. the lead director rotates on a bi-annual basis unless the board determines that the reappointment of the lead director at the end of a two-year term is in the best interests of the company. the lead director serves as the liaison between the  cotb / ceo  and the board of directors. the lead director also ensures that the respective responsibilities of the directors and the  cotb / ceo  are understood; collaborates with the  cotb / ceo  to ensure the appropriate flow of information to the board; works with the  cotb / ceo  to develop the agendas for board meetings; coordinates and develops the agenda for and presides over sessions of both the board's non-management directors and independent directors; ensures appropriate minutes are kept of such meetings and, as appropriate, communicates to the  cotb / ceo  the substance of such discussions. ms. patricia c. barron is currently the lead director, having been reappointed to the position for a two-year term in may 2010. ",1
296,82166,2010,"mr. moquist has been president and CEO of the company since 2000. from 1985 to 2008 he was executive vice president of the company. during his tenure the company's market capitalization has grown tenfold. he joined the company in 1975 as sales and marketing manager. he currently serves as a director of the south dakota chamber of commerce and industry, sioux empire united way and south dakota voices for children and is cotb of trustees of the sanford health system in sioux falls, sd. he is also a director of the national association of manufacturers, washington, dc. the board believes that mr. moquist is an appropriate representative of management on the board given his position as the company's principal executive officer and his long tenure with the company, which dates back to 1975. in addition, mr. moquist brings a wealth of industry experience to the board. the board does not have a firm policy as to whether the position of the chair and the position of the CEO should be separate and intends to preserve the freedom to decide what is in the best interests of the company at any point of time. however, the board does strongly endorse the concept of one of the outside directors being in a position of leadership for the rest of the outside directors. the board provides oversight as to how management runs the business, including management's approach to risk tolerance and risk management. management is directly responsible for risk management. the board considers risk management matters in its deliberations on various matters and has delegated aspects of its risk oversight role to certain committees. the audit committee considers risk when evaluating the integrity of raven's financial statements. the role of the audit process and internal control systems in monitoring and controlling risk are also reviewed by the audit committee. the personnel and compensation committee evaluates performance of the CEO , including risk tolerance and tone at the top . this committee also considers the structure of the company's compensation plans and how they might affect risk tolerance. the governance committee considers risk when determining the board leadership structure, nominating directors and evaluating board performance. these committees, which all consist solely of independent directors, are empowered to perform independent investigations of corporate matters, should the need arise. the full board reviews legal matters, credit risks, and insurance coverage at least annually with management. the board also considers the risk implications of raven's business strategies, including its acquisition strategy, along with its execution of those strategies, as the board monitors overall company performance. ",0
297,82166,2012,"mr. rykhus was named president and ceo on august 20, 2010 and had been executive vice president of the company since 2004. he was the general manager of the applied technology division from 1998 through 2009, growing the division's sales from $15 million to over $100 million. he joined the company in 1990 as director of world class manufacturing. he serves on the boards of great western bank, the washington pavilion and sioux empire junior achievement, in sioux falls, sd. the board believes that mr. rykhus is an appropriate representative of management on the board given his position as a senior executive officer and his long tenure with the company, which dates back to 1990. in addition, mr. rykhus brings a wealth of industry experience to the board. the board of directors believes that the approval of the amendment to the plan increasing the plan reserve is in the best interests of raven and its shareholders because the availability of an adequate number of shares reserved for issuance under the plan is an important factor in attracting, retaining, and motivating employees, consultants and directors in order to achieve the company's long-term growth and profitability objectives. further, the authorization of restricted stock units and performance awards to the plan is critical for the implementation of the company's long-term incentive award program described under compensation discussion and analysis modified long-term incentive plan commencing in fiscal 2013. article vi of the amended bylaws includes language that defines the standard of conduct required for actions to be indemnified by the company. this includes (a) acting in good faith, (b) reasonably believing (i) in the case of conduct in an official capacity that the conduct was in the best interests of the company and (ii) in all other cases, that such conduct was at least not opposed to the best interests of the company, and (c) in the case of any criminal proceeding, having no reasonable cause to believe such conduct was unlawful. indemnification amounts are limited to reasonable costs, charges and expenses, excluding judgments fines and penalties. this new indemnification language is more favorable to the company's officers and directors than the existing bylaws, which did not make indemnification mandatory under any circumstances. it better defines when actions taken by officers and directors of the company would be indemnified providing assurance to officers and directors that, by meeting certain standards, the company stands behind them. management and the board of directors believe these provisions allow the company to attract and retain qualified directors and are consistent with the models used by many public companies. the board does not have a firm policy as to whether the position of the chair and the position of the ceo should be separate and intends to preserve the freedom to decide what is in the best interests of the company at any point of time. however, the board does strongly endorse the concept of one of the outside directors being in a position of leadership for the rest of the outside directors. the board provides oversight as to how management runs the business, including management's approach to risk tolerance and risk management. management is directly responsible for risk management. the board considers risk management matters in its deliberations on various matters and has delegated aspects of its risk oversight role to certain committees. the audit committee considers risk when evaluating the integrity of raven's financial statements. the role of the audit process and internal control systems in monitoring and controlling risk are also reviewed by the audit committee. the personnel and compensation committee evaluates performance of the ceo , including risk tolerance and tone at the top . this committee also considers the structure of the company's compensation plans and how they might affect risk tolerance. the governance committee considers risk when determining the board leadership structure, nominating directors and evaluating board performance. these committees, which all consist solely of independent directors, are empowered to perform independent investigations of corporate matters, should the need arise. the full board reviews legal matters, credit risks, and insurance coverage at least annually with management. the board also considers the risk implications of raven's business strategies, including its acquisition strategy, along with its execution of those strategies, as the board monitors overall company performance.",0
298,83402,2013,"currently the positions of  cotb  and ceo are held by separate people, with the  cotb  being the former  ceo . the board of directors believes that the current separation of the  cotb  and ceo roles allows the ceo to focus his time and energy on managing and operating our company while permitting our company to take advantage of the broad business experience, company knowledge and financial business perspectives of the  cotb .",0
299,83612,2010,"under our corporate governance guidelines, and subject to the applicable provisions of the governance agreement, the board elects the chairman of the board and the chief executive officer on an annual basis in the manner and based on the criteria that it deems appropriate and in the best interests of rai given the circumstances at the time of such appointments. an individual may serve as chairman of the board and/or chief executive officer for more than one term in succession. similarly, the board considers whether the roles of chairman of the board and chief executive officer should be separate and whether the chairman of the board should be an independent director. ms. ivey, our chief executive officer and president, has held the additional position of chairman of the board since january 1, 2006, following the retirement of andrew j. schindler as non- executive chairman of the board. under our corporate governance guidelines, if the positions of chairman of the board and chief executive officer are held by the same person, the independent directors may elect, upon nomination by the governance committee, an independent director to serve as lead director. a director may be elected as lead director for more than one term in succession. pursuant to our corporate governance guidelines, after consideration and nomination by the governance committee, the independent directors elected john t. chain, jr. to serve as lead director, commencing january 1, 2006. in 2007, the board modified the corporate governance guidelines to provide that the term of any future lead director would be one year, instead of three years. upon general chain's retirement from the board in 2008, the independent directors elected mr. wajnert to serve as lead director. in may 2009, the independent directors elected mr. wajnert to serve an additional one- year term as lead director. under our corporate governance guidelines, the lead director is responsible for: presiding over executive sessions of the non- management directors and the independent directors, calling meetings of the non- management directors and the independent directors as he or she deems necessary, facilitating communications and serving as a liaison between the non- management directors and the chairman of the board and chief executive officer, though each director is free to communicate directly with the chairman of the board and chief executive officer, consulting with the chairman of the board, the chief executive officer and the secretary on the agenda for board meetings and on the need for special meetings of the board, together with the chair of the compensation committee, communicating to the chief executive officer the results of the evaluation of his or her performance, in conjunction with the governance committee, overseeing the evaluation process of individual directors, meeting with any director who is not adequately performing his or her duties as a member of the board or any board committee, and otherwise consulting with the chairman of the board on matters relating to management effectiveness and board performance. the board believes that the existing leadership structure, under which ms. ivey serves as chairman of the board, chief executive officer and president, and mr. wajnert serves as lead director, is appropriate and in the best interests of rai. given the current needs of rai, the board believes that having the chief executive officer and president serve as chairman of the board and having an independent director serve as lead director strikes an effective balance between management and independent director participation in the board process. in this regard, the board believes that it has operated effectively since ms. ivey assumed the role of chairman of the board on january 1, 2006, and that ms. ivey has provided strong and clear leadership of rai. moreover, general chain's and mr. wajnert's service as independent lead director has promoted the board's consideration of diverse viewpoints and facilitated communication between the board and management. although the board believes that the existing leadership structure is currently in the best interests of rai, the corporate governance guidelines provide the board with the flexibility to elect different individuals to the positions of chairman of the board and chief executive officer if, in the future, the board determines that such a leadership structure would be appropriate.",1
300,84129,2010,"currently, ms. sammons serves as both our  cotb  and our  ceo , michel coutu serves as our non-executive co- cotb  and mr. satre serves as our lead director. as previously disclosed, as of the annual meeting, mr. standley will assume the position of  ceo , with ms. sammons remaining as  cotb . mr. coutu's current term as non-executive co- cotb  will end as of the annual meeting. the board has no policy mandating the combination or separation of the  cotb  and ceo positions and believes that the matter should be considered from time to time based on changes in circumstances. as part of the management succession plan, the board determined that it would be appropriate as of the annual meeting to separate these positions. the new  ceo 's focus is on setting the strategic direction of the company and the day-to-day leadership and performance of the company. the  cotb  leads the board in its role of providing advice to, and overseeing the performance of, the  ceo , works with the ceo and lead director in the preparation of board meeting agendas and information to be provided to the board, and serves as a resource to the  ceo . our lead director chairs the annual performance review of the  ceo , consults with the  cotb  and the ceo on corporate governance matters and presides at executive sessions of the non-management directors.",1
301,84246,2013,"prior to may 7, 2004, the director plan provided for the grant of an option to purchase 3,000 shares of the company's common stock to each newly elected or appointed outside director. in addition, effective the first business day in february of each year, each outside director was annually granted an option to purchase 1,800 shares of the company's common stock under the director plan. if the company earned more than its cost of capital as provided under its mvp program in each respective year, each outside director was granted an option to purchase 1,800 additional shares of the company's common stock under the director plan, effective the first business day in february of the succeeding year. the exercise price of each option granted is an amount equal to the fair market value of such option share on the grant date, and all options granted provided for one-third annual vesting over a period of three years. in the event of an outside director's death, disability or termination of status as an outside director, all options granted become fully vested. effective may 7, 2004, no future options were granted to outside directors under the director plan. immediately following the 2012 annual shareholders meeting, mr. michael was re-appointed  cotb  in addition to his current position of president and  ceo . the company does not have a formal policy regarding separation of the offices of  cotb  and  ceo . the board believes that the decision whether to combine or separate such positions will vary from company to company and depends upon a company's particular circumstances at a given point in time. the board believes that a joint board  cotb  and ceo position is advisable and in the best interests of the company and its shareholders given our current board and lead director configuration. this structure promotes unified leadership, continuity and direction for the company. this combined position also provides a clear focus for management to execute the company's strategy and business plan, while fostering clear accountability and decision-making in such roles. the board believes the designation of an empowered lead director provides a counterbalancing governance structure and enables an appropriate balance between strategic execution and independent oversight of management. the lead director (an independent director) is the chairperson of the board's nominating/corporate governance committee and is elected/confirmed by the board's independent directors. the lead director (a) presides over executive sessions of the independent directors, (b) serves as liaison between the  cotb  and the independent directors, (c) assists in setting board meeting agendas and schedules, (d) assists in determining information sent to directors for meetings, (e) may",0
302,85408,2011,"effective january 1, 2009, the board of directors separated the roles of chairman and ceo. mr. lentz serves as chairman of our board and mr. ralls serves as our ceo and president. at the time mr. ralls was hired, the board determined to separate these roles to provide support and guidance to mr. ralls in his new position as ceo and president. mr. lentz had previously served as lead director. our guidelines provide that the non-executive chairman shall have the following responsibilities: to be available to discuss with any director, strategic issues facing the company and any concerns that a director may have regarding the board, the company, or management; to facilitate information flow and communication between the board and management, and to ensure that written information communicated by management to any director is readily available to all board members; to consult with the ceo and president with regard to the agenda and items to be discussed at board meetings, and the scheduling of time available for discussion of all agenda items; to be available to the ceo and president for advice and counsel on issues of significance to the company; to make determinations regarding the engagement of outside consultants and advisors who report directly to the board of directors; to preside over meetings of stockholders; and to oversee the process for stockholder communications with the board and to be available for consultation and direct communication with major stockholders upon stockholder request or upon request of the board or the ceo and president. in addition, the non-executive chairman shall preside at all meetings of the board of directors, including executive sessions; may attend all meetings of board committees, other than executive sessions; and has authority to call meetings of the independent directors. ",0
303,85408,2011,"effective january 1, 2009, the board of directors separated the roles of chairman and ceo. mr. h. e. lentz serves as chairman of our board and mr. w. matt ralls serves as our ceo and president. the board determined to separate these roles to provide support and guidance to mr. ralls in his new position as ceo and president. mr. lentz had previously served as lead director. our guidelines provide that the non- executive chairman shall have the following responsibilities: to be available to discuss with any director, strategic issues facing the company and any concerns that a director may have regarding the board, the company or management; to facilitate information flow and communication between the board and management, and to ensure that written information communicated by management to any director is readily available to all board members; to consult with the ceo and president with regard to the agenda and items to be discussed at board meetings, and the scheduling of time available for discussion of all agenda items; to be available to the ceo and president for advice and counsel on issues of significance to the company; to make determinations regarding the engagement of outside consultants and advisors who report directly to the board of directors; to preside over meetings of stockholders; and to oversee the process for stockholder communications with the board and to be available for consultation and direct communication with major stockholders upon stockholder request or upon request of the board or the ceo and president. in addition, the non- executive chairman shall preside at all meetings of the board of directors, including executive sessions; may attend all meetings of board committees, other than executive sessions; and has authority to call meetings of the independent directors.",0
304,85408,2013,"effective january 1, 2009, the board of directors separated the roles of  cotb  and ceo . mr. lentz serves as  cotb  of our board and mr. ralls serves as our ceo . ",0
305,85535,2010,"board structure the board of directors does not have a prescribed policy on whether the roles of the  COTB  and CEO should be separate or combined, but recognizes the value to the company of having a non-executive  COTB . mr. dempsey served as the executive  COTB  of the company from 2006 to 2008. since mr. dempsey's retirement as an executive officer of the company, the board has elected a non-executive  COTB . due to the board of director's determination that our  COTB  is not ""independent,"" the board of directors also elected a lead independent director. the lead director presides over executive sessions of the independent directors scheduled at each regular meeting of the board of directors. this lead director position is a rotating position on a yearly basis. the lead director chairs the executive sessions of the independent directors and serves as liaison between the  COTB  and the president and  CEO , and the other independent directors. mr. william hayes currently serves as lead director. ",1
306,86312,2010,"mr. fishman serves as chairman of the board as well as chief executive officer, and mr. dasburg currently serves as our lead director. this leadership structure has been in place since 2005. our governance guidelines provide for the position of lead director whenever the chairman of the board is also the chief executive officer or is a director who does not otherwise qualify as an independent director. under the governance guidelines, the lead director is responsible for coordinating the efforts of the independent and non- management directors ""in the interest of ensuring that objective judgment is brought to bear on sensitive issues involving the management of the company and, in particular, the performance of senior management."" among other things, the lead director has the authority to: convene, set the agendas for, and chair regular executive sessions of the independent directors; convene meetings of the independent directors as he deems necessary; provide direction to the chairman regarding the meeting schedules, information to be sent to the board and input regarding meeting agenda items; act as a liaison between and among directors, committee chairs, the chairman and senior management; receive correspondence sent to the company's office addressed to the board and to determine appropriate responses if any; and recommend to the board the retention of consultants and advisors who directly report to the board, without consulting or obtaining the advance authorization of any officer of the company. the lead director is elected from among the independent directors by secret ballot of the independent directors, and no person may serve in such role for more than five consecutive years. a more complete description of the role of the lead director is set forth in our governance guidelines which are available on our website at www.travelers.com . mr. dasburg has been a director of the company since 1994 and lead director since november 2005. the board believes that its current leadership structure is appropriate for the company at this time. the board believes that the responsibilities of the lead director help to assure appropriate oversight of company management by the board and optimal functioning of the board. the effectiveness of the lead director is enhanced by the board's independent character. the board annually reviews the independence of our directors and has determined that 11 of the 12 directors nominated for re- election are independent. see ""director independence and independence determinations"" on page 20 of this proxy statement. each of the compensation committee, audit committee, nominating and governance committee, investment and capital markets committee and advisory committee on public policy is comprised solely of independent directors. further, following the annual meeting (assuming the directors nominated by the board are re- elected), the risk committee will be comprised solely of independent directors. in addition, at each in- person board meeting, the non- management directors have the opportunity to meet in executive session with the lead director presiding at such meetings. finally, as described in more detail under ""specific considerations regarding 2010 directors and nominees"", the lead director and the independent directors have substantial experience with public company management and governance, in general, and the company, in particular. at the same time, the combined role of chairman and chief executive officer, in the case of the company, means that the chair of the board has longstanding experience with property and casualty insurance and ongoing executive responsibility for the company. in the board's view, this enables the board to better understand the company and work with management to enhance shareholder value. in the board's view, this also enables it to better fulfill its risk oversight responsibilities, as described below. in addition, this enables the chief executive officer to effectively communicate the board's view to management thereby ensuring a common purpose. in summary, the board believes the appropriate leadership structure depends on the opportunities and challenges facing a company at a given time and that a one- size- fits- all approach to corporate governance, with a mandated independent chair, would deprive the company of benefits of its current leadership structure and would not result in better governance or oversight",1
307,86312,2011,"mr. fishman serves as chairman of the board as well as chief executive officer, and mr. dasburg currently serves as our lead director. this leadership structure has been in place since 2006. our governance guidelines provide for the position of lead director whenever the chairman of the board is also the chief executive officer or is a director who does not otherwise qualify as an independent director. under the governance guidelines, the lead director is responsible for coordinating the efforts of the independent and non-management directors in the interest of ensuring that objective judgment is brought to bear on sensitive issues involving the management of the company and, in particular, the performance of senior management . among other things, the lead director has the authority to: convene, set the agendas for and chair regular executive sessions of the independent directors; convene meetings of the independent directors as he deems necessary; provide direction to the chairman regarding the meeting schedules, information to be sent to the board and input regarding meeting agenda items; act as a liaison between and among directors, committee chairs, the chairman and senior management; receive and review correspondence sent to the company's office addressed to the board and to determine appropriate responses if any; and recommend to the board the retention of consultants and advisors who directly report to the board, without consulting or obtaining the advance authorization of any officer of the company. the lead director is elected from among the independent directors by secret ballot of the independent directors, and no person may serve in such role for more than five consecutive years. a more complete description of the role of the lead director is set forth in our governance guidelines which are available on our website at www.travelers.com. the board believes that its current leadership structure is appropriate for the company at this time. the board believes that the responsibilities of the lead director help to assure appropriate oversight of company management by the board and optimal functioning of the board. the effectiveness of the lead director is enhanced by the board's independent character. the board annually reviews the independence of our directors and has determined that 10 of the 11 directors nominated for re-election are independent. see director independence and independence determinations on page 18 of this proxy statement. each of the compensation committee, audit committee, risk committee, nominating and governance committee and investment and capital markets committee is comprised solely of independent directors. in addition, at each in-person board meeting, the non-management directors are scheduled to meet in executive session with the lead director presiding at such meetings. finally, as described in more detail under specific considerations regarding 2011 directors and nominees , the lead director and the independent directors have substantial experience with public company management and governance, in general, and the company, in particular. at the same time, the combined role of chairman and chief executive officer, in the case of the company, means that the chair of the board has longstanding experience with property and casualty insurance and ongoing executive responsibility for the company. in the board's view, this enables the board to better understand the company and work with management to enhance shareholder value. in the board's view, this also enables it to better fulfill its risk oversight responsibilities, as described below. in addition, this enables the chief executive officer to effectively communicate the board's view to management thereby ensuring a common purpose. in summary, the board believes the appropriate leadership structure depends on the opportunities and challenges facing a company at a given time and that a one-size-fits-all approach to corporate governance, with a mandated independent chair, would deprive the company of benefits of its current leadership structure and would not result in better governance or oversight.",1
308,87347,2010,"andrew gould serves as both our chairman of the board and ceo. the board believes that independent oversight of management is an important component of an effective board of directors. the independent board members have determined that the most effective board leadership structure for schlumberger at the present time is for the ceo to also serve as chairman of the board, a structure that has served schlumberger well for many years. the independent board members believe that because the ceo is ultimately responsible for the day-to-day operation of the company and for executing the company's strategy, and because the performance of the company is an integral part of board deliberations, the ceo is the director best qualified to act as chairman of the board. the board retains the authority to modify this structure to best address the company's unique circumstances, and so advance the best interests of all stockholders, as and when appropriate. the board also believes, for the reasons set forth below, that its existing corporate governance practices achieve independent oversight or management accountability, which is the goal that many seek to achieve by separating the roles. schlumberger's governance practices provide for strong independent leadership, independent discussion among directors and for independent evaluation of, and communication with, many members of senior management. these governance practices are reflected in schlumberger's corporate governance guidelines and the various committee charters, which are available on our website. some of the relevant processes and other corporate governance practices include: the board has an independent lead director with leadership authority and responsibilities. tony isaac, chair of the nominating and governance committee, was selected by the independent board members to be the lead independent director. the chairman of the board and the lead independent director together set the agenda for all board meetings, and the lead independent director sets the agenda for, and leads, all executive meetings of the independent directors, providing consolidated feedback, as appropriate, from those meetings to the chairman and ceo. the lead independent director also has the authority to call meetings of the board of directors in executive session; facilitates discussions, outside of scheduled board meetings, among the independent directors on key issues as required; and serves as a non-exclusive liaison with the chairman and ceo, in consultation with the other independent directors. at each regularly scheduled board meeting, all non-management directors meet in an executive session without the management director. in these executive sessions, the independent directors deliberate on such matters as ceo succession planning and the performance of the ceo. all of our directors, except the chairman and ceo, are independent directors, which is substantially above the nyse requirement that a majority of directors be independent. each director is an equal participant in decisions made by the full board. the audit, finance and nominating and governance committees are all comprised of independent directors. each of our directors is elected annually by our stockholders. schlumberger's corporate governance guidelines also ensure that the other independent members of the board are involved in key aspects of governance. for example, any director may request that the lead director call an executive meeting of the board. additionally, the chairman and ceo regularly solicits suggestions from the directors for presentations by management at board and committee meetings. furthermore, each board member has full and free access to the company's management and employees. ",1
309,87347,2012,"andrew gould, who retired as our ceo in august 2011, currently serves as both our chairman of the board and an executive officer of the company. the board also currently has a lead independent director, whose specific role is described below. the board recognizes that one of its key responsibilities is to evaluate and determine an appropriate board leadership structure so as to ensure independent oversight of management. the board believes that there is no single, generally accepted board leadership structure that is appropriate for all companies, and that the right structure may vary for a single company as circumstances change. as such, the independent directors consider the board's leadership structure at least annually. in connection with paal kibsgaard succeeding mr. gould as our ceo, the board examined the advantages and disadvantages of various board leadership structures in light of the company's executive and board leadership and its governance priorities. the independent members of the board determined that having mr. gould continue to serve as chairman of the board until the company's 2012 annual general meeting of stockholders is the most effective board leadership structure for schlumberger at this time, as it provides for board leadership continuity while our new ceo focuses on his primary responsibility of operational leadership and strategic direction of the company. the independent members of the board also determined that, effective with mr. gould's retirement as a member of our board in april 2012, the appointment of an independent, non-executive chairman of the board would be an appropriate board leadership structure at that time because it will allow our new ceo to focus on leading the company's complex international business operations while providing the board experienced and independent leadership. the board expects to appoint tony isaac as the independent, non-executive chairman of the board at the time of our 2012 annual general meeting of stockholders. mr. isaac, chair of the nominating and governance committee, currently serves as the board's lead independent director. following mr. isaac's appointment as the independent, non-executive chairman of the board, he will no longer serve as lead independent director, and the board will not have a designated lead independent director. upon his appointment as chairman of the board, mr. isaac will continue to fulfill the responsibilities he performed as lead independent director, including presiding over executive sessions of non-management directors, as well as serving as chairman. the board retains the authority to modify this structure from time to time to best address the company's unique circumstances, to advance the best interests of all stockholders, as and when appropriate. currently, the chairman of the board and the lead independent director together set the agenda for all board meetings, and the lead independent director sets the agenda for, and leads, all executive meetings of the independent directors, providing consolidated feedback, as appropriate, from those meetings to the chairman and ceo. the lead independent director also has authority to call meetings of the board of directors in executive session; facilitates discussions, outside of scheduled board meetings, among the independent directors on key issues as appropriate; and serves as a non-exclusive liaison with the chairman and ceo, in consultation with the other independent directors. schlumberger's current governance practices provide for strong independent leadership, active participation by independent directors and independent evaluation of, and communication with, many members of senior management, and the board expects this to continue following the appointment of an independent, non-executive chairman of the board. these governance practices are reflected in our corporate governance guidelines and our various committee charters, which are available on our website. the board believes that its risk oversight programs, discussed immediately below, would be effective under a variety of board leadership frameworks and therefore do not materially affect the board's choice of leadership structure. ",0
310,88121,2012," 6 in case any person or persons named herein for election as directors are not available for election at the annual meeting, proxies may be voted for a substitute nominee or nominees (unless the authority to vote for all nominees or for the particular nominee who has ceased to be a candidate has been withheld), as well as for the balance of those named herein. management has no reason to believe that any of the nominees for the election as director will be unavailable. the board of directors recommends that you vote for the election as directors of the five persons listed above. board of directors information meetings of the board the board of directors held four meetings in fiscal 2011, one of which was a telephonic meeting. other actions of the board of directors were taken by unanimous written consent, as needed. each director attended more than 75 percent of the aggregate of the total number of meetings of the board of directors and the total number of meetings held by all committees of the board on which he served. seaboard does not have any policy requiring directors to attend seaboard's annual meeting of stockholders, although generally the directors have attended seaboard's annual stockholders' meetings. all directors, except mr. bresky, attended the 2011 annual meeting. controlled corporation seaboard is a 'controlled corporation,' as defined in the rules of the nyse amex equities, because more than 50 percent of the voting power of seaboard is owned by the seaboard flour entities. as such, seaboard is exempted from many of the requirements regarding board of director committees and independence. the members of our board of directors who are independent within the meaning of the nyse amex equities listing standards are joseph e. rodrigues, david a. adamsen, douglas w. baena and edward i. shifman, jr. board leadership structure and role in risk oversight steven j. bresky serves as both seaboard's principal executive officer and  cotb . steven j. bresky is the beneficial owner of approximately 74.6 percent of seaboard, and has more than 30 years' experience with seaboard. seaboard does not have a lead independent director. seaboard believes that steven j. bresky has a sufficient vested interest in seaboard on the basis of his stock ownership position, and has the experience necessary to lead seaboard as both the principal executive officer and  cotb . the audit committee of the board of directors provides risk oversight of seaboard with respect to the audit of seaboard's financial statements, seaboard's internal audit function and any financial matters reported to seaboard's vice president of internal audit or other seaboard representative. the audit committee administers this oversight function through audit committee meetings and periodic meetings in private with seaboard's auditors, kpmg, and seaboard's vice president of internal audit. the board of directors does not have any other significant oversight function, aside from performance of the board of director function through ",1
311,88205,2010,"our board has no fixed policy or position on whether the roles of  cotb  and chief executive should be separate or combined, but rather makes leadership structure decisions such as this in consideration of then-current circumstances. currently, christopher j. kearney is our ceo and president, and the  cotb  of our board. j. kermit campbell, a longtime member of our board, is our lead director. the lead director is elected by and from the independent directors and has clearly delineated duties. these duties, as set forth in our corporate governance guidelines, include acting as principal liaison between the independent directors and the  cotb  and  ceo , chairing meetings of independent directors, developing the board's agendas in collaboration with the  cotb  and  ceo , and reviewing and advising on the quality of the information provided to the board. we believe the leadership structure outlined above is the best for our company and our stockholders at this time for a number of reasons. the balance between our  cotb  and our lead director has resulted in efficient leadership, and both mr. kearney and mr. campbell have effectively handled their roles. furthermore, having a single leader for both the company and the board minimizes the potential for confusion or duplication of efforts, and provides clear leadership and accountability for our company. we believe there is good communication between management and non-employee directors, and that our outside directors are able to carry out their oversight responsibilities effectively. the lead director's involvement in setting board agendas and reviewing and commenting on information provided to the board helps ensure an adequate flow of information to the board. in addition, the small size of our board and the relationship between management and non-employee directors put each director in a position to influence agendas, flow of information, and other matters. our non-employee directors meet regularly in private session, without management, as part of our board meetings and can also call additional meetings of the non-employee directors at their discretion.",1
312,88948,2013,"mr. wolcott serves as the  cotb  and has served in that capacity since 1949. mr. kayser serves as the ceo and has served in that capacity since 1993. our board of directors has no specific policy regarding separation of the offices of  cotb  and  ceo . although our bylaws permit the  cotb  to serve as  ceo , our board has determined that separating these positions is currently in the best interest of the company and our shareholders. as  ceo , mr. kayser focuses on the strategy, leadership and day-to-day execution of our business plan while mr. wolcott provides oversight, direction and leadership to the board. the company believes that its leadership structure allows the directors to provide effective oversight of the company's risk management function by receiving and discussing regular reports prepared by the company's senior management on areas of material risk to the company, including market conditions, matters affecting capital allocation, compliance with debt covenants, significant regulatory changes that may affect the company's business operations, access to debt and equity capital markets, existing and potential legal claims against the company and various other matters relating to the company's business. additionally, the board of directors administers its risk oversight function through (i) the required approval by the board of directors (or a committee thereof) of significant transactions and other decisions, including, among others, major acquisitions and divestitures, new borrowings and the appointment and retention of the company's senior management, (ii) the coordination of the direct oversight of specific areas of the company's business by the compensation, audit and corporate governance and nominating committees, and (iii) periodic reports from the company's auditors and other outside consultants regarding various areas of potential risk, including, among others, those relating to the company's internal control over financial reporting.",0
313,89800,2012,"our corporate governance guidelines provide that the same person should hold the positions of chairman and chief executive officer, except in unusual circumstances such as during a period of transition in the office of the  ceo . currently, the board of directors believes this leadership structure provides the most optimal leadership model by enhancing our chairman and chief executive officer's ability to provide clear insight and direction of business strategies and plans to both the board and management, which facilitates the efficient and effective functioning of the board and our company. the board believes we can most effectively execute our business strategies and plans if our chairman is also a member of our management team. a single person, acting in the capacities of chairman and chief executive officer, provides unified leadership and focus. ",1
314,90168,2013,"- the board has appointed jeffrey p. gotschall as  cotb , separating the role from the  ceo . the company has determined this structure to be most effective as the  cotb  serves as a liaison between our directors and management and helps to maintain communication and discussion among the board and management. the  cotb  serves in a presiding capacity at meetings and has such other duties as are determined by the board from time to time.",0
315,90185,2010,"dr. nagarkatti has served as both the chairman of the board of directors and the company's chief executive officer since being appointed as  cotb  on may 5, 2009. the board of directors also has a lead independent director who serves as the board's presiding director. currently mr. toan serves as the presiding director. the presiding director: presides over all board meetings and independent directors executive sessions at which the chairman is not present. oversees, as appropriate, preparation of agendas for such executive sessions in consultation with other directors and the chairman/ceo. convenes meetings of independent directors, as appropriate. reviews proposed board meeting agenda material and schedules with chairman. reviews material for director orientation and continuing education. acts as a liaison between the chairman and independent directors in matters relating to the board (although all independent directors are encouraged to freely communicate with the chairman/ceo at any time). is authorized to hire consultants on the board's behalf when needed. acts as spokesperson on behalf of the board with chairman/ceo present. is available as deemed appropriate by the board for consultation and communication with shareholders. (however, in individual circumstances, any board member may be asked to take the lead.) we believe that the current board leadership structure is appropriate because it recognizes that in most cases one person should speak for and lead both the company and the board of directors. our governance structure provides effective oversight of the board of directors because: we have a strong, independent presiding director; the board of directors has established and follows robust corporate governance guidelines; eight of the ten continuing members of the board of directors (80%) are independent; our audit committee, compensation committee and corporate governance committee are all composed solely of independent directors; our independent directors meet regularly in executive session; and our directors as a group possess a broad range of skills and experience sufficient to provide the leadership and strategic direction the company requires as it seeks to maximize long- term value for our shareholders",1
316,90185,2011,"the board of directors takes a flexible approach to the issue of whether the offices of chairman and ceo should be separated or combined. this approach allows the board of directors to regularly evaluate whether it is in the best interests of the company for the ceo or another director to hold the position of chairman. dr. nagarkatti served as both the chairman of the board of directors and the company's chief executive officer until his death on november 13, 2010. upon dr. nagarkatti's death, mr. toan was elected by the board of directors to be its chairman and mr. sachdev as the company's president and ceo. the board no longer has a presiding director (a role previously filled by mr. toan), although the board of directors believes it may be useful and appropriate to designate a presiding director if the offices of chairman and ceo are combined in the future. we believe that the current board leadership structure is appropriate at this time because it will allow the chairman to focus on our corporate governance and serving shareholders interests while allowing our president and ceo to focus more directly on managing our operations and growing the company. the governance structure of the board of directors is as follows: the offices of chairman and ceo are separate; the board of directors has established and follows robust corporate governance guidelines; eight of the ten continuing members of the board of directors (80%) are independent; our audit committee, compensation committee, corporate governance committee and science & technology committee are all composed solely of independent directors with the exception of dr. harvey who is a member of the science & technology committee; our independent directors meet regularly in executive session; and our directors as a group possess a broad range of skills and experience sufficient to provide the leadership and strategic direction the company requires as it seeks to maximize long-term value for our shareholders ",0
317,90185,2015,"the board takes a flexible approach to the issue of whether the offices of  cotb  and ceo should be separated or combined. this approach allows the board to regularly evaluate whether it is in the best interests of the company for the ceo or another director to hold the position of  cotb . the ceo prior to rakesh sachdev served as both  cotb  and  ceo , whereas mr. sachdev currently serves as president and ceo and barret a. toan serves as  cotb . the board does not have a presiding director; although the board believes it may be useful and appropriate to designate a presiding director if the offices of  cotb  and ceo are combined in the future. we believe the current board leadership structure is appropriate at this time because it will allow the  cotb  to focus on corporate governance and management of board priorities while allowing the president and ceo to focus more directly on managing our operations and growing the company. the current governance structure of the board is as follows: the offices of  cotb  and ceo are separate; the board has established and follows robust corporate governance guidelines; nine of the ten members of the board (90%) are independent; the audit committee, compensation committee, governance committee and science & technology committee are all composed solely of independent directors; our independent directors meet regularly in executive session both at the board and board committee levels; and our directors as a group possess a broad range of skills and experience sufficient to provide the leadership and strategic direction the company requires as it seeks to enhance long-term value for shareholders.",0
318,90896,2013,"the board has determined that there are no relationships between skyline and the directors classified as independent other than service on skyline's board of directors and compensation paid to such directors. the board is actively engaged in overseeing and reviewing skyline's strategic direction and objectives, taking into account (among other considerations) skyline's risk profile and exposures. the board conducts an annual in-depth review of the business, which includes consideration of strategic, operational, competitive, financial, compliance and other risk exposures. skyline currently separates the  cotb  and ceo functions, with each position held by a different individual. skyline has at times operated with a combined  cotb  and ceo functions and at other times skyline has separated those positions. the board considers the current constituency of management in evaluating whether a combined role is efficient and effective. at the present time, it is the assessment of the board that separating these positions allows the ceo to focus on the company's business, while the  cotb  can focus on corporate governance matters, as well as leadership development and succession planning. mr. mckenna serves as the lead, independent director on the board, and his considerable experience with other publicly-traded companies provides him with an excellent background to define the function and structure of the independent directors. the primary focus of the independent directors continues to be an independent assessment of the performance of the corporation, along with a continuous discussion regarding succession planning. the board interacts extensively with management in a continuous monitoring of risk factors, both internal and external, that are involved with this particular business and corporation. the independence of the board, the extensive experience of the board of directors, and the sophistication of the individuals participating on the board provide a high level of ability to address risk at all levels. ",1
319,91142,2013,"since 2005, our company has been led by paul w. jones, who has served as our  cotb  and  ceo . our company historically has employed this leadership structure, with our ceo also serving as  cotb . we believe this structure has served us well for many years, providing a single strong leader for our company. effective january 1, 2013, we split the positions of  cotb  and  ceo . at that time, we promoted ajita g. rajendra to ceo and paul w. jones retained the role of executive  cotb . we implemented this leadership structure as part of our planned succession of mr. jones. we believe this structure ensures an orderly transition of our company leadership, which benefits our stockholders, customers, employees, business partners and other key stakeholders. while we recognize that the executive  cotb  position is held by an executive officer, we believe that the members of our board and the four standing board committees provide appropriate oversight. in this regard, the audit committee oversees the accounting and financial reporting processes, as well as risk, legal and compliance matters. the personnel and compensation committee oversees the annual performance of our  cotb  and  ceo , as well as our executive compensation program. further, effective january 1, 2013, the personnel and compensation committee will oversee the performance of both the executive  cotb  and the  ceo . the nominating and governance committee monitors matters such as the composition of the board and its committees, board performance and best practices in corporate governance. the investment policy committee oversees our investments with respect to benefit plans. each committee is led by a chairperson other than the  cotb  and ceo and, as discussed in more detail in this proxy, the entire board of directors is actively involved in overseeing our risk management. all together, we believe this framework strikes a sound balance with appropriate oversight. we also have a lead director, who is an independent director and presides at meetings of all non-management directors in executive session. these meetings generally are held in conjunction with every regular board meeting. in 2012, each board meeting included a non-management directors session. this allows directors to speak candidly on any matter of interest, without the ceo or other managers present. in accordance with our corporate governance guidelines, the role of lead director rotates on an annual basis, as opposed to a meeting-by-meeting rotation like some companies, to provide continuity in director oversight. we believe this structure provides consistent and effective oversight of our management and our company. our directors bring a broad range of leadership experience to the boardroom and regularly contribute to the thoughtful discussion involved in overseeing the affairs of our company. we believe all board members are well engaged in their responsibilities, and all board members express their views and are open to the opinions expressed by other directors. we do not believe that appointing an independent board  cotb , or a permanent lead director, would improve the performance of the board.",1
320,91388,2012,"we believe the lead director position provides balance to the  cotb  and facilitates strong independent oversight of the ceo and the rest of our management team. for all the above reasons, we believe the current leadership structure of the board is appropriate for our company. our board of directors believes that full and open communication between management and the board of directors is essential for effective risk management and oversight. our board meets with our ceo and other senior management at regular board meetings to discuss strategy and risks facing the company. periodically, senior management delivers presentations to our board or a board committee regarding strategic matters and matters involving material risk. our board also holds strategic planning sessions with senior management to discuss strategies, key challenges, and risks and opportunities for the company. we believe that our board's leadership structure enhances its ability to engage in risk oversight because mr. luter, iii's understanding of the company's business and industry position him, as  cotb , to identify and raise key risks to the board while at the same time dr. royal's position as lead director fosters full and open communication between the independent directors and the  ceo . ",0
321,91419,2010," the board concluded that mr. smucker should serve as a director largely due to his role as the company's co- ceo , his intimate knowledge of the company, and his experience serving as a director of other private and public companies. the board believes that mr. smucker's extensive experience in and knowledge of the company's business gained as a result of his long-time service as a member of management is essential to the board's oversight of the company and its business operations. the board also believes that continuing participation by qualified members of the smucker family on the board is an important part of the company's corporate culture that has contributed significantly to its long-term success. the board concluded that mr. steinbrink should serve as a director primarily due to his long experience in managing and overseeing businesses and his significant knowledge of the company, having served on the board since 1994. specifically, mr. steinbrink gained significant leadership, operating and corporate governance experience in his positions as principal of unstuk llc, interim president and board member of wittenberg university (ohio), and president and ceo of csm industries, inc. the board believes that mr. steinbrink's background as a corporate lawyer and as a senior executive of business enterprises and educational institutions enables him to provide valuable insights to the board, particularly in setting corporate strategy and supervising the company's governance. the company requires that a majority of its directors be independent as defined by the rules of the nyse and the sec. the company may, in the future, amend the guidelines to establish such additional criteria as the board determines to be appropriate. the board makes a determination as to the independence of each director on an annual basis. the board has determined that all of the following eight non-employee directors are independent directors: r. douglas cowan, kathryn w. dindo, paul j. dolan, nancy lopez knight, elizabeth valk long, gary a. oatey, alex shumate, and william h. steinbrink. the regulations provide that one person may hold the positions of  cotb  and  ceo . although a majority of the company's directors are independent, the board does not have a lead independent director. one of the co- ceo s ( co- ceo  ) of the company currently serves as the  cotb . the board believes that a co- ceo  is best situated to serve as  cotb  because he is one of the directors most familiar with the company's business and industry. the board believes that combining the roles of co- ceo  and  cotb  provides an efficient and effective leadership model for the company by fostering clear accountability, effective decision-making, and alignment of corporate strategy. the board's independent directors bring experience, oversight, and expertise from outside the company and industry, while the co- ceo 's bring company and industry-specific experience and expertise. one of the key responsibilities of the board is to develop strategic direction and hold management accountable for the execution of its strategy once it is developed. the board believes the combined role of co- ceo  and  cotb , together with independent directors having the duties described above, is in the best interests of shareholders because it strikes an appropriate balance for the company; with the co- ceo  also serving as  cotb , there is unified leadership and a focus on strategic development and execution, while the independent directors help assure independent oversight of management. ",1
322,91440,2011,"the board has established the position of lead director to assist in overseeing the affairs of both the company and the board. the lead director is appointed by the board and must be an independent director. the lead director's responsibilities include: (i) presiding at board meetings when the  cotb  is not present; (ii) providing input to the  cotb  regarding the agendas for board and committee meetings; (iii) presiding at all meetings of the independent directors; (iv) acting as the principal liaison between the independent directors and the  cotb  on sensitive issues; and (v) being available for meetings with shareholders upon the request of the  cotb . mr. holden, an independent director, has served as our lead director since 2009. our  cotb  is also our ceo and thus is not an independent director. the company believes that having one person serve as  cotb  and ceo allows that individual to leverage the substantial amount of information gained from both roles to lead the company most effectively and to act as a unified spokesperson on behalf of the company. further, the company believes that the designation of an independent lead director provides essentially the same benefits as having an independent  cotb  in terms of access and an independent voice with significant input into corporate governance, while maintaining snap-on's historical practice of generally having its ceo also serve as  cotb  (other than at times when providing for an orderly transition of  ceo s).",1
323,91576,2010,"our governance structure follows a successful leadership model under which our ceo also serves as  cotb . several years ago, our board created the position of lead director, and alexander m. cutler, who has served on our board since 2000, serves as lead director. the lead director assumes specific responsibilities, including chairing executive sessions of the board, actively participating in setting the agenda for board meetings with the  cotb  on behalf of the independent directors, and acting as the primary non-management contact for shareholders. the board recognizes that different leadership models may, depending upon individual circumstances, work for other companies and may be appropriate for our company under different circumstances. currently, we believe that our company has been well-served by the combined ceo and  cotb  leadership structure, complemented by an effective lead director. we believe the company has greatly benefited from having a single person setting the tone and direction for our company and having primary responsibility for managing our operations, while allowing the board to carry out its oversight responsibilities with the full involvement of each independent director. our board is comprised of fourteen independent directors, and two members of management. of our fourteen independent directors, six are currently serving or have served as a ceo of a publicly traded company. each committee of the board is chaired by an independent director. our  cotb  and ceo has benefited from the extensive leadership experience of our board of directors. annually, the board evaluates the leadership structure and it will continue to do so as circumstances change, including when a new ceo is elected. we believe the current leadership structure under which our ceo serves as  cotb , our board committees are chaired by independent directors, and a lead director assumes specified responsibilities on behalf of the independent directors is the optimal board leadership structure for our company and our shareholders at this time.",1
324,91576,2011,"our governance structure follows a successful leadership model under which our chief executive officer also serves as chairman of the board. several years ago, our board created the position of lead director, and alexander m. cutler, who has served on our board since 2000, serves as lead director. the lead director assumes specific responsibilities, including chairing executive sessions of the board, actively participating in setting the agenda for board meetings with the chairman on behalf of the independent directors, and acting as the primary non-management contact for shareholders. the board recognizes that different leadership models may, depending upon individual circumstances, work for other companies and may be appropriate for our company under different circumstances. currently, we believe that our company has been well-served by the combined chief executive officer and chairman leadership structure, complemented by an effective lead director. we believe the company has greatly benefited from having a single person setting the tone and direction for our company and having primary responsibility for managing our operations, while allowing the board to carry out its oversight responsibilities with the full involvement of each independent director. our board is currently comprised of thirteen independent directors and three members of management. of our thirteen independent directors, five are currently serving or have served as a ceo of a publicly traded company. each committee of the board is chaired by an independent director. both our outgoing and new chairman and chief executive officer have benefited from the extensive leadership experience of our board of directors. annually, the board evaluates the leadership structure and it will continue to do so as circumstances change, including when a new chief executive officer is elected. we reviewed our leadership structure when we elected ms. mooney as our chief executive officer (effective may 1, 2011) and determined that our current leadership structure under which our chief executive officer serves as chairman of the board, our board committees are chaired by independent directors, and a lead director assumes specified responsibilities on behalf of the independent directors continues to be the optimal board leadership structure for our company and our shareholders. ",1
325,91576,2012,"the board recognizes that different leadership models may, depending upon individual circumstances, work for other companies and may be appropriate for keycorp under different circumstances. currently, the board believes that keycorp has been well-served by the combined chief executive officer and chairman leadership structure, complemented by an effective lead director. the board believes that keycorp has greatly benefited from having a single person setting the tone and direction for keycorp and having primary responsibility for managing its operations, while allowing the board to carry out its oversight responsibilities with the full involvement of each independent director. ",1
326,91767,2011," philosophy on the separation of the offices of  cotb  and  ceo . the board believes that this issue is part of the succession planning process and recognizes that there are various circumstances that weigh in favor of or against both combination and separation of these offices. in fact, within the last decade we have employed both structures combined offices and separate offices. the board believes it is in the best interests of sonoco for the board to make such a determination in light of current circumstances when it considers the selection of a new ceo or at such other time as is appropriate. harris e. deloach, jr., who has nearly twenty-six years of operations, management, administrative, and legal experience with our company, has served as our ceo since 2000 and  cotb  since 2005. upon retirement of the former  cotb  in 2005, the board determined that, in light of his extensive knowledge of, and experience with, all aspects of our company's business, people, customers and shareholders, it made sense to combine the  cotb  and ceo roles under mr. deloach. his successful five-year experience as  ceo , coupled with his extensive experience in the company and on our board, made combining the roles the best leadership structure for us. in 2010, the board of directors adopted an anti-hedging policy for company stock. sonoco considers it inappropriate for any director, officer (including all neos), or other employee to enter into speculative transactions in sonoco stock. such activities may put personal interests and objectives in conflict with the best interests of the company and its stockholders. therefore, our policy prohibits the purchase or sale of puts, calls, options, warrants, or other derivative securities based on the company's stock by any director, officer or employee. this prohibition also includes hedging or monetization transactions, such as forward sale contracts, in which the stockholder continues to own the underlying security without all the risks or rewards of ownership. these prohibitions do not apply to the exercise of stock options granted as part of a company incentive plan. ",1
327,91928,2010,"leadership structure the  COTB , edward j. graham, also serves as the company's ceo. the company has determined that this leadership structure is appropriate based on mr. graham's tenure with the company, his knowledge of the company and the energy and utility industries, and his excellent relationship with the board. mr. graham joined the company as a internal auditor in 1981 and since that time has held varied and significant positions, including positions in accounting and gas management. he has also served as vice president and president of the company and its subsidiaries. as a result of his tenure and broad base of expertise, mr. graham successfully directs the board as it advises management and monitors performance. to ensure appropriate leadership when it is inappropriate for mr. graham to act as  COTB , the board has elected a lead independent director. w. cary edwards has served as lead independent director since 2005. the lead independent director is an independent member of the board elected annually by a majority of the full board. the lead independent director presides over all meetings of the board's independent directors and non-management directors. the board conducts an executive session of the independent directors at each meeting. the lead independent director consults with the  COTB  on agenda matters for the board, and aids and assists the chair and the remainder of the board in assuring effective corporate governance in managing the affairs of the board and the company. the lead independent director functions in an advisory capacity to, and works closely with the chair on issues related to the board. ",0
328,92122,2012,"the board believes that the combined role of chief executive officer and chairman is most suitable for the company because mr. fanning is the director most familiar with the company's business and industry, including the regulatory structure and other industry-specific matters, as well as being most capable of effectively identifying strategic priorities and leading the discussion and execution of strategy. independent directors and management have different perspectives and roles in strategy development. the chief executive officer brings company-specific experience and expertise, while the company's independent directors bring experience, oversight, and expertise from outside the company and its industry. the board believes that the combined role of chief executive officer and chairman promotes the development and execution of the company's strategy and facilitates the flow of information between management and the board, which is essential to effective corporate governance. the board believes the combined role of chief executive officer and chairman, together with an independent presiding director having the duties described below, is in the best interest of stockholders because it provides the appropriate balance between independent oversight of management and the development of strategy. ",1
329,92380,2011,"gary c. kelly, the company's chief executive officer, also serves as the company's chairman of the board. the board of directors believes this is in the best interests of the company and its shareholders for the following reasons. pursuant to the company's bylaws, mr. kelly, as chief executive officer, has responsibility for the general management and direction of the business of the company. the company has one business unit, over which one person, mr. kelly, is ultimately in charge. in overseeing the company's day-to-day operations, mr. kelly must continually possess a comprehensive knowledge of the company's business, including the company's opportunities, issues, and challenges. he is therefore in the best position to (i) properly and timely identify matters that should be brought to the board's attention, (ii) prioritize board agenda items, and (iii) identify the individuals in the best position to present agenda items. the board believes this structure is considerably more efficient and effective than (i) requiring an outside chairman of the board to duplicate many of the chief executive officer's efforts or (ii) requiring the chief executive officer to relay communications through another member of the board. in addition, the board believes the following practices accomplish independent oversight of management without the need to separate the roles of the chief executive officer and the chairman of the board: all members of the board, other than the chief executive officer, are independent, and each member is elected annually by the company's shareholders. all members of the board's audit, compensation, nominating and corporate governance, and safety and compliance oversight committees are independent. the board meets, at a minimum, six times per year, and at each regular meeting of the board, the board is apprised of the company's operations and strategies through briefings by (i) the chief executive officer, (ii) other members of senior management with key responsibilities for the company's ongoing operations and current initiatives, and (iii) any other employees or advisors requested by the board. in addition to regularly scheduled updates, the board and its committees also regularly request updates from management regarding matters deemed significant at any given time. the independent board members hold executive sessions outside the presence of the chief executive officer and other management. the board and its committees provide regular input regarding items to be covered in future agendas. in addition, pursuant to the company's corporate governance guidelines, the board is required to elect an independent member of the board to serve as its presiding director. the duties of the presiding director, which is the board's lead independent director, include the following: presiding over executive sessions of the non-management directors; consulting with the chairman of the board concerning the board's agendas; coordinating the activities of the non-management and independent directors and the agenda for executive sessions; communicating feedback to the chief executive officer following executive sessions; facilitating communications between the board and the chief executive officer; at the standing invitation of the board's committees, attending meetings of board committees on which the presiding director does not already serve; assisting the nominating and corporate governance committee with its oversight of the annual evaluation of the board and its committees and communicating results of individual director assessments to individual board members; consulting with the nominating and corporate governance committee with respect to recommendations for the assignment of board members to the board's committees; and communicating (along with the chair of the compensation committee) the results of the board's evaluation of the chief executive officer. the board believes that all of the foregoing factors provide an appropriate balance between effective and efficient company leadership and sufficient oversight by non-employee directors. ",1
330,92679,2014,"as of the date of this proxy statement, the company's board of directors consists of six independent directors, including the  cotb , mr. swartwout, and one non-independent director, mr. cary b. wood, the president and ceo of the company. the board has established three committees, being the audit, compensation, and nominating and corporate governance committees, as further described below. each of the committees is comprised solely of independent directors, and each committee has a different chair. the company believes that its predominantly independent board, mixed with the experience of its non-independent director, constitutes a leadership structure that is most appropriate for the company and its shareholders. the board of directors had five meetings during fiscal year 2013.",0
331,92769,2010,"the board does not have a policy on whether or not the roles of ceo and  cotb  should be separate and, if they are to be separate, whether the  cotb  should be selected from the non-employee directors or be an employee. the board believes that it should be free to make a choice from time to time in any manner that is in the best interests of the company and its shareholders. currently, mr. ryan serves as the  cotb  and mr. southworth serves as a director and  ceo . the board of directors believes this is the most appropriate structure for the company at this time because it makes the best use of mr. ryan's skills and experience, including the following: (1) over 40 years as a director of the company; (2) prior experience as a director and  cotb  of a public company; and (3) diversified financial and business expertise.",0
332,93410,2011,"under chevron's by-laws, the board's independent directors select the chairman of the board annually. mr. john watson currently serves as both chief executive officer and chairman of the board. the board nominating and governance committee conducts an annual assessment of chevron's corporate governance structures and processes, which includes a review of chevron's board leadership structure and whether combining or separating the roles of chairman and ceo is in the best interests of chevron's stockholders. at present, chevron's board believes that it is in the stockholders best interests for the ceo to also serve as chairman of the board. the board believes that this structure fosters an important unity of leadership between the board and the company and enables the board to organize its functions and conduct its business in the most efficient and effective manner. chevron's stockholders agreed with this approach in 2007 and 2008, when they most recently considered and voted on stockholder proposals to separate the roles of board chairman and ceo. the 2007 proposal was opposed by 64 percent of stockholders voting and the 2008 proposal was opposed by 85 percent of those voting. under chevron's corporate governance guidelines, the independent directors select a lead director annually. currently, mr. armacost is our lead director. since mr. armacost will retire from the board at the 2011 annual meeting in accordance with chevron's director retirement policy contained in our corporate governance guidelines, the independent directors will select a new lead director following the annual meeting. as described in the lead director section of chevron's corporate governance guidelines, the lead director's responsibilities are to: chair all meetings of the independent directors, including executive sessions; serve as liaison between the board chairman and the independent directors; consult with the board chairman on and approve agendas and schedules for board meetings; consult with the board chairman on other matters pertinent to chevron and the board; call meetings of the independent directors; and communicate with major stockholders. any stockholder can communicate with the lead director or any of the other directors in the manner described in the board nominating and governance committee report in this proxy statement. ",1
333,93410,2013," board leadership and independent lead director under chevron's by-laws, the positions of  cotb  and ceo are separate positions that may be occupied by the same person. chevron's directors select the  cotb  annually. thus, the board has great flexibility to choose the optimal leadership structure depending upon chevron's particular needs and circumstances and to organize its functions and conduct its business in the most efficient and effective manner. the board nominating and governance committee conducts an annual assessment of chevron's corporate governance structures and processes, which includes a review of chevron's board leadership structure and whether combining or separating the roles of  cotb  and ceo is in the best interests of chevron's stockholders. at present, chevron's board believes that it is in the stockholders best interests for the ceo , mr. watson, to also serve as  cotb . the board believes that having the ceo also serve as  cotb  at this time fosters an important unity of leadership between the board and the company that is nevertheless subject to effective oversight by the independent lead director and the other independent directors. the board does not believe that having the ceo also serve as  cotb  at this time inhibits the flow of information and interactions between the board and management and other company personnel. under chevron's corporate governance guidelines, when the board selects the ceo to also serve as  cotb , the independent directors select a lead director from among themselves, currently mr. denham. as described in the board leadership and lead director section of chevron's corporate governance guidelines, the lead director's responsibilities are to: we have designed awards under the cip and awards under the ltip (other than awards of restricted stock units or restricted stock that vest solely based on the passage of time) to qualify for deduction under section 162(m) of the internal revenue code, which permits chevron to deduct certain compensation paid to our ceo and other three most highly paid executives (excluding the chief financial officer) if compensation in excess of $1 million is performance-based. the performance-based criteria in both the cip and the ltip were reapproved by stockholders in 2009. if item 4 in this proxy statement board proposal to approve amendments to the long-term incentive plan of chevron corporation (ltip) and the material terms of performance goals for performance-based awards under the ltip is approved by stockholders, such approval will constitute reapproval of the performance-based criteria. the mcc intends to continue seeking a tax deduction for all qualifying compensation within the section 162(m) limits to the extent that the mcc determines it is in the best interests of chevron and its stockholders to do so. ",1
334,93556,2010,"the negotiations between the company and black & decker relating to the black & decker merger also included extensive discussions regarding the board leadership structure. the company and black & decker agreed that, upon completion of the black & decker merger, the roles of chairman and chief executive officer would be separated and a lead independent director position would be created. the company and black & decker further agreed that, upon completion of the black & decker merger, john f. lundgren, who was the company's chairman and chief executive officer prior to the transaction, would resign as chairman and, nolan d. archibald, who was black & decker's chairman, president and chief executive officer prior to the transaction, would be appointed executive chairman. the company and black & decker further agreed that a board member who was an independent director of the company prior to completion of the black & decker merger would be appointed the lead independent director. consistent with this agreement, john g. breen was appointed lead independent director on march 12, 2010. also on march 12, 2010, the board amended the company's by-laws and corporate governance guidelines to, among other things, define the duties of the chairman and the lead independent director. under the terms of the company's by-laws and corporate governance guidelines as amended, the chairman shall preside at all meetings of the board at which he is present and, jointly with the chief executive officer and the lead independent director, establish a schedule of agenda subjects to be discussed during the year at the beginning of each year and establish the agenda for each board meeting. the lead independent director shall preside at executive sessions of the board and at any meeting of the board at which neither the chairman nor the chief executive officer is present, participate in the establishment of agendas as described in the preceding sentence, and ensure that the views, opinions and suggestions of the other independent directors are adequately brought to the attention of the chairman and the chief executive officer and, together with the chairman and chief executive officer, ensure that such views, opinions and suggestions are adequately addressed with the board. one of the company's primary objectives over the next several years will be to properly integrate the legacy stanley businesses and the legacy black & decker businesses. to help ensure a smooth integration, the board believes it essential that the board leadership include members with experience from both the company and black & decker as the companies existed prior to completion of the black & decker merger. the company therefore has determined that vesting the leadership of the board in a chairman and in a lead independent director, with an obligation that both consult with the chief executive officer in establishing agendas and addressing certain other matters, as described above, is appropriate for the company at this time. separating the role of chairman from that of chief executive officer allows mr. lundgren, who previously held both titles, to focus on the integration of the stanley and black & decker businesses. ",0
335,93751,2010,"board leadership structure consistent with the management succession plan announced on october 22, 2009 and approved by state street's board of directors, effective march 1, 2010 ronald e. logue retired as state street's  CEO . following his retirement, mr. logue now serves as non-executive  COTB  of state street's board of directors, and with re-election as a director at the 2010 annual meeting of shareholders, will continue to serve in that role until his expected retirement as a director on january 1, 2011. mr. joseph l. hooley, previously serving as president and chief operating officer, has, effective march 1, 2010, begun to serve as president and  CEO . state street's board of directors also elected mr. hooley as a director effective october 22, 2009. as  COTB , mr. logue presides at all meetings of the board of directors during which he is present, works with the CEO to establish the agendas for these meetings and serves as a resource to senior management and the board on strategic and operational and other business and industry matters.   mr. gregory l. summe is the lead director of the non-management directors and is also the presiding director. as such, his duties include presiding at all meetings of the board at which the  COTB  is not present, including at executive sessions of non-management directors, serving as a liaison between the  CEO ,  COTB  and the non-management directors, establishing the agenda for executive sessions and consulting with the CEO and the  COTB  as to, and approving, the agendas for board meetings, information sent to the board and the schedule of board meetings. the lead director conducts an annual process for reviewing the performance of the  CEO . the lead director is authorized to call meetings of the non-management directors. the lead director also communicates with the  COTB  and the CEO to provide feedback and also to implement the decisions and recommendations of the non-management directors. the non-management directors meet in executive session at every regularly scheduled meeting of the board. the independent directors meet in executive session at least quarterly or more frequently as needed. the meetings of the independent directors promote additional opportunities, outside the presence of management, for the directors to engage together in discussion of pending and other important matters, and the regularity of these meetings fosters a continuity for these discussions and allows for a greater depth and scope to the matters discussed. the role of the lead director provides another method to communicate the perspectives of the independent directors, including the matters discussed at the separate meetings of the independent directors, and to effectively integrate those perspectives into board agendas and materials. ",1
336,93751,2011,"in october 2009, we announced a management succession plan under which ronald e. logue would retire as our chief executive officer on march 1, 2010 and be succeeded in that office by joseph l. hooley. under that plan, mr. logue would continue to serve as the non-executive chairman of our board of directors until his planned retirement as a director on january 1, 2011. in light of mr. logue's planned retirement, our nominating and corporate governance committee took the opportunity to undertake a formal process to review and evaluate potential structures for board leadership. this review and evaluation included consideration of either continuing to separate the roles of chairman and chief executive officer, but with an independent chairman, or returning to a combined chairman and chief executive officer, with an independent lead director whose role had recently been enhanced. the nominating and corporate governance committee's process involved engaging a consultant for the purpose of advising the committee on relevant board leadership trends and perspectives, both generally and in the financial services industry. the committee also consulted with current directors, including directors with experience in foreign jurisdictions where the role of the independent chairman is more prevalent than in the united states, to gain their perspectives and expectations regarding the effectiveness and structure of state street's board leadership. in addition, the committee was mindful of the shareholder proposal submitted to the 2010 annual shareholder meeting in support of separating the roles of chief executive and  cotb  and of the shareholder's statement in support of that proposal. this process culminated in december 2010 with the nominating and corporate governance committee recommending to the board, and the board approving, that mr. hooley be appointed chairman of the board effective upon mr. logue's retirement. in the context of this determination, kennett f. burnes remained in the role of independent lead director, the role to which he was appointed in may 2010. as chairman, mr. hooley presides at all meetings of the board during which he is present and, as described below, works with mr. burnes in setting board agendas and coordinating other board activities. the board of directors believes that mr. hooley's appointment as well as the company's current leadership structure is the most effective composition for state street and in the best interests of the board, the company and its shareholders at this time for the following reasons: n as our chief executive officer, mr. hooley is more familiar with our business and strategy than an independent, non-employee chairman would be and is thus better positioned to focus our board's agenda on the key issues facing state street. n a single chairman and chief executive officer provides strong, consistent and accountable leadership for state street, without risking overlap or conflict of roles. n oversight of state street is the responsibility of our board as a whole, and this responsibility can be properly discharged without an independent chairman. n the chairman and our lead director work together to play a strong and active role in the oversight of state street's leadership. mr. burnes was appointed lead director to serve as the presiding director of the independent directors of the board (all directors, except for mr. hooley) in may 2010. in appointing mr. burnes to this position, the board intended to enhance the role of lead director within our corporate governance framework. as lead director, mr. burnes: n is actively involved in all the matters of the board and each of its committees; n participates in, and attends, meetings of all of the board's committees providing valuable committee membership overlap to enable optimal agenda coordination; n presides at all meetings of the board at which the chairman is not present, including all executive sessions of independent directors; n serves as a liaison between the chairman and the independent directors; n establishes the agenda and oversees the executive sessions of the independent directors; n communicates with the chairman to provide feedback and also to implement the decisions and recommendations of the independent directors; and n approves, in consultation with the chairman, the agendas for board meetings, information sent to the board and the schedule of board meetings. the independent directors meet in executive session at every regularly scheduled meeting of the board and otherwise as needed. the lead director is authorized to call additional meetings of the independent directors. the meetings of the independent directors promote additional opportunities, outside the presence of management, for the directors to engage together in discussion of pending and other important matters, and the regularity of these meetings fosters continuity for these discussions and allows for a greater depth and scope to the matters discussed. the role of the lead director provides another method to communicate the perspectives of the independent directors, including the matters discussed at the separate meetings of the independent directors, and to effectively integrate those perspectives into board agendas and materials. a review of the role, responsibilities and effectiveness of the lead director is conducted annually by the nominating and corporate governance committee. the nominating and corporate governance committee ",1
337,94049,2013,"the board of directors regularly reviews its leadership structure in light of the company's then current needs, trends, internal assessments of board effectiveness, and other factors. the board of directors does not have a policy regarding the separation of the roles of ceo and  cotb  as the board believes it is in the best interests of the company to make that determination based on the position and direction of the company and the membership of the board. at this time, the company separates the ceo and  cotb  positions. the company's ceo is generally responsible for the company's day-to-day operations and strategic planning. in addition to chairing the board of directors, the  cotb  provides strategic advice based on his extensive industry experience and knowledge of the company's operations. the board of directors believes that it benefits from the  cotb 's experience and expertise in the company's industry and business, as well as the  ceo 's understanding of the company's ongoing operations. the board of directors believes this capital structure more appropriately reflects the present and future needs of the company and is advisable and in the best interests of the company and its stockholders. accordingly, the board of directors is submitting the proposed amendment to be voted on by the stockholders. ",0
338,94344,2010,"operations of the company and implementation of its long-term strategy, and the balance provided by our appointment of co- CEO s and our use of an executive committee and a presiding director, we believe that our current leadership structure, including combining the roles of CEO and cotb , is the best way to ensure the long-term success of the company. all of our directors hold office until the next annual meeting of stockholders or until their respective successors are duly elected and qualified. all of our officers hold office until the regular meeting of directors following the annual meeting of stockholders or until their respective successors are duly elected and qualified. any action by the board of directors requires the affirmative vote of at least six members. during 2009, the board of directors held five meetings, one retreat, and executed six consents in lieu of meetings. each director attended each of such meetings, except that at one of such meetings, only eight of the nine directors were in attendance, and at one of such meetings, only seven of the nine directors were in attendance. the board of directors has an executive committee, an audit committee, a nominating and corporate governance committee, a compensation committee and a technology advisory committee. see committees of the board of directors below. the board of directors has adopted the ",0
339,94344,2013,"each independent director should be free of any significant conflict of interest that would interfere with the independence and proper performance of the responsibilities of a director. directors to be nominated for election by our common stockholders should not be chosen as representatives of a constituent group or organization; rather each should utilize his or her unique experience and background to represent and act in the best interests of all stockholders as a group. ms. moore has a broad understanding of the real estate business developed during a more than 35-year career in the industry. she brings to the board strategic marketing skills, honed as an industry researcher and consultant to top management, and has experience as a founder and top executive of three successful businesses serving the residential brokerage industry. as executive director of two residential brokerage ceo groups, she gained functional financial experience, including more than 10 years supervising and coordinating preparation of combined financial summaries for 12 major firms in the real estate industry for ceo peer review. ms. moore is invaluable in assessing the subject matter expertise, knowledge, background and experience of potential director nominees. she is a national association of corporate directors board fellow. ",0
340,95304,2010,"sunoco's chairman of the board, or chairman, also serves as chief executive officer, or ceo. sunoco's bylaws permit the board to designate the ceo as chairman. in 2009, the board strengthened the role of the presiding director, by adopting the structure of a non- rotating presiding director. previously, sunoco had a rotating presiding director. the board was of the view that the non- rotating position would provide more continuity of feedback and direction to the new chairman and ceo in successfully fulfilling the combined role. the board was of the view that john p. jones, iii, was particularly well- suited to fulfill the role of non- rotating presiding director since he had served as chairman and ceo at air products and chemicals, a manufacturing company. having successfully fulfilled the combined role at air products for six years, mr. jones was very familiar with the perspectives and nuances of the combined role and the relationship of that combined role to the presiding director and the full board. sunoco's presiding director has responsibility for: presiding over the executive sessions of the independent directors and providing feedback and direction from such sessions to the chairman and ceo; serving as a ""sounding board"" and providing counsel to the chairman and ceo on various strategic and other issues; providing input on board meeting agendas; advising the chairman and ceo as to the quantity, quality and timeliness of information and materials provided to the board; leading the board and committee self- evaluation process and the individual director evaluation process and providing feedback; and leading the independent directors in the annual ceo evaluation and providing feedback to the ceo. sunoco's board was, and remains, of the view that this combined leadership structure is extremely effective for a number of reasons, which include: except for the chairman and ceo, all of sunoco's current directors are independent; there is a non- rotating presiding director with the duties and responsibilities identified above; the directors have many opportunities to meet independently without the chairman and ceo present (see executive sessions, below); and the ceo, with responsibility for managing the company, is many times in the best position to identify, in the first instance, the most important strategic and operational business issues to bring before the board in consultation with the presiding director. however, there are times that the presiding director or any other director independently adds issues to board agendas, which the chairman and ceo is then responsive to.",1
341,95304,2012,"sunoco's board of directors is elected annually by the shareholders to provide oversight so that the long-term interests of the shareholders are served. sunoco's business is conducted by its employees under the direction of the  ceo , or ceo , and the oversight of the board. the board of directors currently consists of ten members: irene c. britt, chris c. casciato, william h. easter, iii, gary w. edwards, lynn l. elsenhans ( cotb  until may 3, 2012), ursula o. fairbairn, john p. jones, iii, james g. kaiser, brian p. macdonald (since march 1, 2012), and john k. wulff. during 2011, ms. elsenhans was chair of the executive committee. at the time of the annual meeting, the board of directors will consist of nine members. for biographical information about the directors nominated to continue to serve as directors, please see pages 4 through 12. sunoco's board of directors elected brian p. macdonald as president and ceo , and as a director, effective march 1, 2012. lynn l. elsenhans will remain  cotb  until the annual meeting of shareholders on may 3, 2012, at which time mr. macdonald will become  cotb . sunoco's board has also designated a presiding director, john p. jones, iii, who has served in this role since 2009. the board is of the view that mr. jones is particularly well-suited to fulfill the role of presiding director since he had served as  cotb  and ceo at air products and chemicals. having successfully fulfilled the combined role at air products for six years, mr. jones is very familiar with the perspectives and responsibilities of the combined role and the relationship of that combined role to the presiding director and the full board. sunoco's presiding director is responsible for: presiding over the executive sessions of the independent directors and providing feedback and direction from such sessions to the  cotb  and ceo ; serving as a sounding board and providing counsel to the  cotb  and ceo on various strategic and other issues; providing input on board meeting agendas; advising the  cotb  and ceo as to the quantity, quality and timeliness of information and materials provided to the board; leading the board and committee self-evaluation process and the individual director evaluation process and providing feedback; and leading the independent directors in the annual ceo evaluation and providing feedback to the ceo . sunoco's board is of the view that this combined leadership structure is extremely effective for a number of reasons, including: except for the  cotb  and ceo , all of sunoco's current directors are independent; there is a designated presiding director with the duties and responsibilities identified above; the directors have many opportunities to meet independently without the  cotb  and ceo present (see executive sessions, below); and the ceo is often best-positioned to identify, in the first instance, the most important strategic and operational business issues to bring before the board, in consultation with the presiding director. however, the presiding director, or any other director, independently may add matters to a board agenda, to which the  cotb  and ceo then will respond.",0
342,95521,2010,"the board determines the best board leadership structure for supervalu from time to time. the board believes that it is not in the best interest of the company or our stockholders to have an inflexible rule regarding whether the offices of chairman and ceo must be separate. when a vacancy occurs in the office of either the chairman or the ceo, the board will consider the specific characteristics and circumstances existing at that time and will determine whether the role of chairman should be separate from that of the ceo and, if the roles are separate, whether the chairman should be selected from the independent directors or from management. in connection with mr. noddle's planned retirement from his position as executive chairman following the company's annual meeting of stockholders in june 2010, the board determined that it was in the best interest of the company to continue to separate the positions of ceo and chairman and to elect a non-executive chairman. the board expects that wayne c. sales will be elected to the role of non-executive chairman, following the annual meeting of stockholders, assuming his continued service on the board of directors. it is expected that mr. sales will serve as the non-executive chairman for a two-year term, contingent upon re-election to the board of directors. at the end of that two-year term, the board will reevaluate its leadership structure. the board believes this leadership structure affords the company an effective combination of internal and external experience, continuity and independence that will serve the board and the company well. ",0
343,95552,2011,"as is common practice among public companies in the united states, the board has appointed the company's ceo to serve as  cotb . the board's leadership structure has combined the positions of  cotb  and ceo since the company was founded, except for a two-year transition period when mr. l. borick continued as  cotb  and mr. s. borick was our ceo . mr. steven borick has served as  cotb  and ceo since may, 2007. the board believes that the combination of the  cotb  and ceo roles provides more consistent communication and coordination throughout the organization, which results in a more effective and efficient implementation of corporate strategy and is important in unifying the company's strategy behind a single vision. in addition, we have found that our ceo is the most knowledgeable member of the board regarding risks the company may be facing and, in his role as  cotb , is able to facilitate the board's oversight of such risks. if a structure was established that required an independent director to serve as  cotb , the board believes it would impair its ability to select the most qualified individual to serve as  cotb . this would not be in the best interests of the company and its shareholders. when mr. steven borick was elected as  cotb , the independent directors of the board also designated an independent lead director. the position of lead director is currently held by ms. margaret dano. as lead director, ms. dano has the authority and responsibility to preside at the executive sessions of the independent directors, and which authority also includes: the board of directors of the company held five regularly scheduled meetings in 2010. with one exception, each director attended all meetings of the board of directors and the committees of the board on which they served during 2010. one director could not attend one audit committee meeting. in addition to formal meetings, the board may, from time to time, hold informal telephonic conferences for management to update the board on new events. these conference calls provide the board an opportunity to ask questions of management. the conference calls, when they occur, are informal in nature, and do not have an agenda. no compensation is provided to the board members for their participation in such calls. although the company has no formal policy with regard to board members attendance at its annual meeting of shareholders, it is customary for the company's directors to attend. all of the company's directors attended the company's 2010 annual meeting of shareholders. in addition to meeting as a group to review the company's business, certain members of the board of directors also devote their time and talents to certain standing committees. significant committees of the board of directors of the company and the respective members are discussed below.",1
344,96021,2011,"mr. fernandez, the chairman of sysco's board of directors, is an independent director. see director independence above for a discussion of our independence criteria. while we believe the participation of the ceo on our board helps foster, among other things, an appropriate level of continuity and fluid communication between the board and management, we have chosen an independent director as chairman of the board in order to ensure that the board maintains an independent thought process that ultimately benefits shareholders. mr. fernandez was chosen to serve as the non-executive chairman of sysco's board of directors effective june 28, 2009. sysco's corporate governance guidelines provide that the board shall elect from its members a chairman of the board. while the chairman does not have to be independent, the guidelines specify that the board shall give due consideration to the potential benefits of having an independent director serve in that role. whenever the chairman of the board is also a current or former officer of the company or is otherwise not an independent director, the board will choose a separate lead director annually from among the independent directors. because mr. fernandez is an independent chairman, the board does not currently have a lead director. during fiscal 2010, the non-management directors held five executive sessions without the ceo or any other member of management present. mr. fernandez presided at each of these sessions. the chairman of the board, among other things, establishes the agenda for, and presides at, meetings of the non-employee directors. in addition, the independent directors, exclusive of all directors who have not been determined to be independent, meet in executive session at least once a year, and the independent chairman presides at such meetings. the chairman also serves as the primary liaison between the independent directors and the chief executive officer, reviews meeting agendas and schedules for meetings of the board with the chief executive officer, and makes himself available for consultation and director communication. ",0
345,96223,2011,"mr. cumming serves as our chairman of the board and our chief executive officer pursuant to the terms of his employment agreement with the company and the bylaws of the company. mr. cumming has served as the chairman of the board and chief executive officer of the company for more than 30 years. in addition, joseph s. steinberg has served as president of the company pursuant to the terms of his employment agreement with the company and the bylaws of the company, for more than 30 years. messrs. cumming and steinberg are our principal executive officers and work together to provide the company with its senior leadership. the board believes that the company has benefited from this structure and, based upon mr. cumming's and mr. steinberg's more than 30 years of combined leadership, mr. cumming's continuation in the combined role of the chairman and chief executive officer, together with mr. steinberg's role as president, is in the best interests of the shareholders. all directors of the company other than mr. cumming and mr. steinberg are independent under the nyse independence standards discussed above, and all committees of the board (other than the executive committee which did not meet last year) are composed entirely of independent directors. the board regularly meets in executive session without management present, and these meetings are chaired by the board's presiding director in accordance with the company's corporate governance guidelines. during 2010, alan j. hirschfield served as presiding director.",1
346,96223,2012,"mr. cumming serves as our chairman of the board and our chief executive officer pursuant to the terms of his employment agreement with the company and the bylaws of the company. mr. cumming has served as the chairman of the board and chief executive officer of the company for more than 30 years. in addition, mr. steinberg has served as president of the company pursuant to the terms of his employment agreement with the company and the bylaws of the company, for more than 30 years. messrs. cumming and steinberg are our principal executive officers and work together to provide the company with its senior leadership. the board believes that the company has benefited from this structure and, based upon mr. cumming's and mr. steinberg's more than 30 years of combined leadership, mr. cumming's continuation as chairman and chief executive officer, together with mr. steinberg's role as president, is in the best interests of the shareholders.",1
347,96289,2011,"in the past, radioshack has combined and separated the roles of chairman and chief executive officer. mr. day has served as both our chairman and chief executive officer since 2006. in connection with mr. day's retirement and mr. gooch's promotion to president, the board announced that it would separate the roles of chairman and chief executive officer upon mr. day's retirement. the board announced that mr. feehan, who has previously served as our presiding director, would serve as non-executive chairman of the board as of may 19, 2011, the effective date of mr. day's retirement. the board views the decision to separate the roles of chairman and chief executive officer as an important part of its execution of the company's succession planning process. separation of the roles at this time can help to assure an orderly transition for mr. gooch into his role as our chief executive officer, while allowing him to continue to work closely with mr. feehan. while the present circumstances support the board's decision to separate these roles at this time, the board may later determine that combining the roles is in the best interests of the company and its shareholders. the board believes that a combined leadership structure has recently served the company and its shareholders well, and may do so again in the future. ",0
348,96289,2012,"the corporate governance framework sets forth the following concerning the structure of the board: under radioshack's bylaws, the board determines the number of directors, but there must be at least three directors. the board annually elects a  cotb  from among the directors to preside over meetings of the shareholders and the board. the board may, in its discretion, separate or combine the offices of  cotb , ceo and president. a majority of the directors must be independent, under the listing standards of the new york stock exchange and the sec's regulations. it is the goal and present practice of the board that at least 75% of the directors be independent. in addition, no more than two directors may be radioshack employees. if all nine director nominees are elected, 88.9% of the board will be independent. only independent directors can serve on the audit and compliance committee, the corporate governance committee and the md&c committee. the corporate governance framework sets forth the following concerning directors: under radioshack's bylaws, all of its directors are elected each year at the annual meeting of shareholders. directors are expected to attend regularly scheduled board and committee meetings and to use their best efforts to attend non-regularly scheduled board and committee meetings. in the event that a director's absentee rate must be disclosed in the proxy statement, there is a presumption that the director is unable to participate in the responsibilities as a director and will not stand for re-election. the board may consider unique circumstances and waive this presumption. directors are expected to own, directly or indirectly, by the fourth anniversary of their appointment or election to the board, shares of radioshack common stock with a minimum value equal to 500% of the annual retainer fee paid to non-employee directors. newly appointed or elected directors are required to attend orientation sessions conducted by radioshack to familiarize themselves with the company. in addition, it is expected that directors will attend at least 24 hours of continuing education during a three-year period. each non-employee director should inform the chair of the corporate governance committee and the  cotb  of any principal occupational change (including retirement) and should volunteer to resign from the board in the event of such a change. each director is required to tender his or her resignation before the first meeting of the board in the calendar year in which the director will attain the age of 72 prior to the annual meeting of shareholders. the board will consider the director's resignation when determining the nominees for election to the board at the upcoming annual meeting of shareholders. if the board determines it is in the best interest of the company and its shareholders for the director to be nominated for election to the board, the board will disclose in the proxy statement for the annual meeting of shareholders that the director will stand for re-election. at different times in the past, radioshack has combined and separated the roles of  cotb  and  ceo . in connection with mr. gooch's promotion to president and  ceo , the board announced that it would separate the roles of  cotb  and  ceo . mr. feehan, who had previously served as our presiding director, began serving as non-executive  cotb  as of may 19, 2011. the board views the decision to separate the roles of  cotb  and ceo as an important part of its execution of the company's succession planning process. separation of the roles at this time has facilitated mr. gooch's transition into his role as our  ceo , while allowing him to continue to work closely with mr. feehan. while the board continues to believe separation of these roles is appropriate at this time, the board may later determine that combining the roles is in the best interests of the company and its shareholders. the board believes that a combined leadership structure has served the company and its shareholders well in the past, and may do so again in the future.",0
349,96763,2012,"we do not have a formal policy regarding the separation of the roles of ceo and  cotb . mr. faison now holds both of these positions. our corporate governance guidelines provide that at each meeting of the board, time will be set aside for independent directors to meet separately from management. mr. burrows presides over and is the lead director at all executive sessions of non-management directors. our board believes that this structure provides the most efficient and effective leadership model while also providing effective oversight of our company. we believe that having a  ceo / cotb  with extensive knowledge of our company gained through his day-to-day role in our operations enhances his ability to interact with both the board and management and to communicate and implement business strategies developed with their guidance. in the board's view, its current structure, which includes a lead independent director and, assuming that the nominees are all elected, six independent directors out of a total of seven directors, provides effective oversight of risk management and corporate governance issues.",1
350,96869,2010,"the board is grouped into three classes: (1) class i directors, who will serve until the 2012 annual meeting, (2) class ii directors, who will serve until the 2013 annual meeting, and (3) class iii directors, who will serve until the 2011 annual meeting. the board currently consists of eight directors. the board's leadership is structured so that there is a separate  cotb  and  ceo . the  cotb  is also an independent director. the board believes that this structure is appropriate because it provides an additional layer of oversight to management and management's activities and allows the board to act independent of management. ",0
351,97134,2010,"our board has four standing committees: audit, compensation, governance and executive. each of the board committees is comprised solely of independent directors with each committee having its own chair. our president and ceo ( ceo ), mr. killingstad, is a member of the board. however, as was the case with his predecessor, he has not been appointed as chair. historically, the ceo has worked closely with the chair of the executive committee to set and approve the agenda of the board meetings to ensure that there is an appropriate flow of information to the board and to make sure that management properly and adequately addresses matters of interest to the board. mr. killingstad conducts the actual board meetings but up until the recent appointment of a lead director, the chair of the executive committee conducted the executive committee of the board, which consists of all non-management directors. the positions of the lead director and chair of the executive committee are currently combined. the board appointed stephen shank as lead director in august 2009, recognizing that, as chair of the executive committee, he had already essentially been performing this role. the board's criterion for lead director is that he or she must be an independent director appointed by the board. the role of the lead director is to provide independent leadership to the board, act as a liaison between the non-management directors and the company and ensure that the board operates independently of management. the lead director is appointed for a one-year term, but the board retains the right to remove or replace the lead director in its discretion. the person serving as chair of the executive committee shall typically also be the lead director, unless the board decides otherwise. the principal responsibilities assigned to the lead director include:",0
352,97210,2012,"the board has determined that the following directors are independent using the criteria identified above: james w. bagley, albert carnesale, daniel w. christman, edwin j. gillis, timothy e. guertin, paul j. tufano and roy a. vallee. in determining the independence of teradyne's directors, the board reviewed and determined that the following did not preclude a determination of independence under teradyne's standards: mr. tufano's position as chief operating officer and chief financial officer of alcatel-lucent, one of teradyne's customers; and mr. vallee's position as a director of synopsys, inc., one of teradyne's customers. the board has determined that mr. bradley is not independent because he is teradyne's  ceo . since august 2010, albert carnesale has served as an independent chair of the board. the board believes that having an independent chair is the preferred corporate governance structure for the company because it strikes an effective balance between management and independent leadership participation in the board process. the change in control agreements provide a retention tool for the executive officers to remain with the company both during and following the change in control and enable the executive officers to focus on the continuing business operations and the success of a potential business combination that the board of directors has determined to be in the best interests of the shareholders. this results in stability and continuity of operations during a potentially uncertain time. ",0
353,97210,2012,"since august 2010, albert carnesale has served as an independent chair of the board. the board believes that having an independent chair is the preferred corporate governance structure for the company because it strikes an effective balance between management and independent leadership participation in the board process. ",0
354,97210,2012,"since august 2010, albert carnesale has served as an independent chair of the board. the board believes that having an independent chair is the preferred corporate governance structure for the company because it strikes an effective balance between management and independent leadership participation in the board process. ",0
355,97216,2013,"after consideration of all applicable matters, the board determined, based on the above criteria, that none of the directors has a material relationship with the company other than as a director or as a stockholder except for mr. defeo, who is not an independent director. the board considered that mr. sachs was a member of ares which in the ordinary course of business held a small amount of the company's debt. it was noted that the amount of debt was less than 0.1% of the company's total consolidated assets, less than 0.3% of the company's debt and less than 0.1% of the committed capital managed by ares as of december 31, 2012. accordingly, the board has determined that all of the nominees for director are independent directors except for mr. defeo, who has been nominated to serve on the board as a result of his position as ceo of the company. the board believes that the company's ceo is best situated to serve as  cotb  because he is the director most familiar with the company's business and industry, and most capable of effectively identifying strategic priorities and leading the discussion and execution of strategy. the company's independent directors bring experience, oversight and expertise from outside the company and industry, but the company's  ceo , based on his proximity to the business, is in the best position to identify areas of focus for the board and set the board's initial agenda. the board believes that the combined role of  cotb  and ceo facilitates information flow between management and the board, which is essential to effective governance. one of the key responsibilities of the board is to approve management's strategic direction and hold management accountable for the execution of strategy once it is approved. the board believes the combined role of  cotb  and  ceo , working collaboratively with an independent lead director having the duties described below, is in the best interest of stockholders because it provides the appropriate balance between strategy development and independent oversight of management. the board of directors believes that the approval of the deferred compensation plan is in the best interests of the company and its stockholders because the deferred compensation plan enables the company to provide competitive equity incentives to the plan participants to enhance the profitability of the company and increase stockholder value.",1
356,97854,2010,"the company's board of directors considers it appropriate to designate an independent director to serve as the lead director during such periods as it elects a non-independent  cotb . kenneth r. masterson, one of our independent directors, serves as our lead director. the lead director provides a source of board leadership complementary to the non-independent  cotb . the lead director has the following roles and responsibilities: to facilitate regular meetings of our non-management directors (without management present) and to set the agenda and establish the frequency of these meetings; to collaborate with the  cotb  on the agenda for board meetings; to identify and develop with the  cotb  of the nominating and governance committee, the board's compositional needs, and criteria for director candidates; and to discuss the results of the  ceo 's performance evaluation with the  cotb  of the compensation committee and, together with the compensation committee  cotb , deliver the results of the evaluation to the  ceo . anyone wishing to communicate with the lead director may do so by writing to: lead director c/o corporate secretary, thomas & betts corporation, 8155 t&b blvd., 4d-56, memphis, tn 38125. the nominees are: committee assignments are made by the board of directors at its may meeting each year. the nominating and governance committee is responsible for making assignment recommendations. at its march 3, 2010 meeting, the committee reviewed its board committee assignment policy. it replaced its rotation requirement with an assignment policy providing greater flexibility. board committee assignments continue to be reviewed annually. the assignments may be revised as the committee deems fit but there will be no set period for rotation off a committee assignment. board members may be requested to serve on more than one committee in a given year but multiple committee service is not compulsory. the board committee assignment policy does require that the lead director shall always serve on the nominating and governance committee and the immediate past chairperson of the audit committee must continue on the audit committee for the succeeding year. the policy also provides that the immediate past chairperson of the other committees will continue as a member for the succeeding year unless the committee determines otherwise.",1
357,98222,2016,"mr. paterson is a member of the national association of corporate directors where he has earned the distinction of nacd board leadership fellow. he currently serves on the boards of parker drilling company (nyse:pkd) and eclipse resources corporation (nyse:ecr), serving as presiding director and a member of the audit committee and corporate governance committee of parker drilling company and as  cotb  of the audit committee of eclipse resources corporation. he is a past board member of zaff gp llc, the u.s./russia business council, and the u.s. energy association. our board believes that, at this time, our current leadership structure best serves the interests of our company and our stockholders by clearly allocating responsibilities between the two offices. as our  ceo , mr. platt's primary responsibilities are to manage the day-to-day business and to develop and implement the company's business strategy with the oversight of, and input from, the board. as  cotb , mr. pattarozzi's primary responsibility is to lead the board in its responsibilities of providing guidance to, and oversight of, management. we have not adopted a policy requiring that these two roles be separate; rather, our board's policy is to determine from time to time whether it is in the best interests of the company and its stockholders for the roles to be separate or combined. we believe that our board should have the flexibility to make these determinations in a way that will best provide appropriate leadership for our company based on needs of the company at that particular time. if we combine these roles in the future, or if the board determines that the  cotb  is otherwise not independent under nyse standards, the board will elect a lead independent director at the same time that it elects its  cotb . ",0
358,98246,2010,"the offices of chairman of the board and chief executive officer are held by the same person, michael j. kowalski. the company has a lead independent director (also referred to as ""presiding independent director""). charles k. marquis occupies such position by virtue of his  cotb ship of the nominating/corporate governance committee. the board chairman organizes a preliminary agenda for each board meeting and submits it for the approval of the lead independent director. the lead independent director chairs meetings of the independent and non- management directors (including meetings of the nominating/corporate governance committee) and during those meetings solicits the comments and suggestions of the independent directors and other non- management directors with respect to the agenda for board meetings, the information to be provided by management and the quality of the discussions and decision- making process. the nominating/corporate governance committee deems the existing structure appropriate in the context of the existing board size, the tenure of the directors with the company, the overall experience of the directors and the experience that the directors have had with the existing board chairman and executive management group. mr. kowalski has served as board chairman since the start of fiscal 2003 and the directors have had the opportunity during that time to assess his skills at moderating discussions during meetings, his responsiveness to the board's suggestions for agenda and the information provided by management to the directors. the nominating/corporate governance committee may reassess the appropriateness of the existing leadership structure at any time, including following changes in management, in board composition or in the scope or complexity of the company's operations.",1
359,98246,2011,"the offices of chairman of the board and chief executive officer are held by the same person, michael j. kowalski. the company has a lead independent director (also referred to as presiding independent director ). charles k. marquis occupies such position by virtue of his  cotb ship of the nominating/corporate governance committee. mr. kowalski organizes a preliminary agenda for each board meeting and submits it for the approval of the lead independent director. the lead independent director chairs meetings of the independent and non-management directors (including meetings of the nominating/corporate governance committee) and during those meetings solicits the comments and suggestions of the independent directors and other non- management directors with respect to the agenda for board meetings, the information to be provided by management and the quality of the discussions and decision-making process. the nominating/corporate governance committee deems the existing structure appropriate in the context of the existing board size, the tenure of the directors with the company, the overall experience of the directors and the experience that the directors have had with mr. kowalski and the executive management group. mr. kowalski has served as chairman of the board since the start of fiscal 2003 and the directors have had the opportunity during that time to assess his skills at moderating discussions during meetings, his responsiveness to the board's suggestions for the agenda and the information provided by management to the directors. the nominating/corporate governance committee may reassess the appropriateness of the existing leadership structure at any time, including following changes in management, in board composition or in the scope or complexity of the company's operations. ",1
360,98246,2012,"the offices of chairman of the board and chief executive officer are held by the same person, michael j. kowalski. the company has a lead independent director (also referred to as presiding independent director ). charles k. marquis occupies such position by virtue of his  cotb ship of the nominating/corporate governance committee. mr. kowalski organizes a preliminary agenda for each board meeting and submits it for the approval of the lead independent director. the lead independent director chairs meetings of the independent and non-management directors (including meetings of the nominating/corporate governance committee) and during those meetings solicits the comments and suggestions of the independent directors and other non-management directors with respect to the agenda for board meetings, the information to be provided by management and the quality of the discussions and decision-making process. the nominating/corporate governance committee deems the existing structure appropriate in the context of the existing board size, the tenure of the directors with the company, the overall experience of the directors and the experience that the directors have had with mr. kowalski and the executive management group. ",1
361,99780,2016,"mr. wallace serves as the  cotb ,  ceo , and president of the company. as stated in the corporate governance principles, the board believes that the decision as to whether the offices of  cotb  and ceo should be combined or separated is the responsibility of the board. the members of the board possess experience and unique knowledge of the challenges and opportunities the company faces. they are, therefore, in the best position to evaluate the current and future needs of the company and to judge how the capabilities of the directors and senior managers can be most effectively organized to meet those needs. given his deep knowledge of the company and experience in leading it through a range of business environments, the board believes that the most effective leadership structure for the company is to have mr. wallace serve as both  cotb  and  ceo . while mr. wallace serves as both  cotb  and  ceo , all other directors are independent. after considering the recommendations of the human resources committee, the independent directors determine mr. wallace's compensation. further, the company has four standing committees and an independent presiding director. mr. wallace does not serve on any board committee. the board routinely holds executive succession planning discussions with the vice president of organizational development and mr. wallace with respect to all executive officer positions. the board believes that each of these measures helps to mitigate any risk in having mr. wallace serve as both  cotb  and  ceo . for these reasons, the board believes that this leadership structure is effective for the company. ",1
362,100493,2012,"the board's current leadership structure consists of a chairman of the board and a lead independent director. pursuant to the company's corporate governance principles, the board is permitted to either separate or combine the positions of chief executive officer and chairman of the board as it deems appropriate from time to time. since 2006, these positions have been held by separate individuals. the lead independent director is annually selected by the board from among the independent directors. the lead independent director is a member of the executive committee of the board. the board reviews the continued appropriateness and effectiveness of this leadership structure at least annually. at the present time, the board believes that separation of the positions of chief executive officer and chairman, combined with the role of the lead independent director, improves the ability of the board to exercise its oversight role over management, provides multiple opportunities for discussion and evaluation of management decisions and the direction of the company, and ensures a significant role of the board's non-management directors in the oversight and leadership of the company. the board understands that maintaining qualified independent and non-management directors on the board is an integral part of effective corporate governance. accordingly, it believes its current board leadership structure strikes an appropriate balance between independent directors and directors affiliated with the tlp, the company's controlling shareholder, which allows the board to effectively represent the best interests of the company's entire shareholder base. ",0
363,100493,2012,"the board's current leadership structure consists of a chairman of the board and a lead independent director. pursuant to the company's corporate governance principles, the board is permitted to either separate or combine the positions of chief executive officer and chairman of the board as it deems appropriate from time to time. since 2006, these positions have been held by separate individuals. the lead independent director is annually selected by the board from among the independent directors. the lead independent director is a member of the executive committee of the board. the board reviews the continued appropriateness and effectiveness of this leadership structure at least annually. at the present time, the board believes that separation of the positions of chief executive officer and chairman of the board, combined with the role of the lead independent director, improves the ability of the board to exercise its oversight role over management, provides multiple opportunities for discussion and evaluation of management decisions and the direction of the company, and ensures a significant role for non-management directors in the oversight and leadership of the company. the board understands that maintaining qualified independent and non-management directors on the board is an integral part of effective corporate governance. accordingly, it believes the current board leadership structure strikes an appropriate balance between independent directors and directors affiliated with the tlp, the company's controlling shareholder, which allows the board to effectively represent the best interests of the company's entire shareholder base. ",0
364,100517,2012,"our board has the responsibility for selecting the appropriate leadership structure for the company. our current leadership structure is comprised of a non-executive  cotb , a ceo and a lead director. pursuant to the agreement and plan of merger among ual corporation, continental and jt merger sub inc. (the merger agreement ) and the company's bylaws, upon the closing of the merger, mr. tilton became the company's non-executive  cotb  and mr. smisek became the company's president and  ceo . our bylaws, consistent with the terms of the merger agreement, also provide that mr. tilton will continue to serve as non-executive  cotb  until december 31, 2012, subject to his earlier death, resignation or removal. at the time that mr. tilton ceases to serve as our non-executive  cotb , our bylaws require the board to appoint mr. smisek as  cotb , unless a majority of the members of the full board determine otherwise following the recommendation of the nominating/governance committee acting by the vote of a majority of all of such committee's members. as indicated above, the board's leadership structure also includes a lead director. mr. o connor,  cotb  of the nominating/governance committee, currently serves as the lead director. for a discussion of the responsibilities of the lead director, please see corporate governance guidelines lead director above. in considering this leadership structure in connection with approval of the merger agreement, our board determined that mr. tilton's history as  cotb  and ceo of the company would make him the appropriate leader of the board during the transition period while mr. smisek focuses on the integration of continental and united. following this transition period, the board believes that the combination of the  cotb  and ceo positions will allow for effective evaluation and execution of the company's strategies and operations management. in addition, a number of board and committee processes and procedures, including the existence of the lead director role, the regular executive sessions of non-management and independent directors and the annual performance evaluations, will provide substantial independent oversight of our  cotb  and  ceo 's performance and ensure that he provides the best leadership for the company.",0
365,100591,2015,"mr. bosselmann, our  ceo , currently serves as the  cotb  of our board of directors. mr. griffin and mr. sherras are also members of management. five of the nine members of the board are considered to be independent based on the board's consideration of our independence standards and the applicable new york stock exchange independence standards including the requirements set forth in section 303a.02(a)(ii) of the nyse listed company manual. the board believes that its current leadership structure provides independent board leadership and engagement while also deriving the benefit of having our ceo serve as  cotb . the board has determined that mr. bosselmann, the individual with primary responsibility for managing the company's day-to-day operations, is best positioned to chair regular board meetings and to lead and facilitate discussions of key business and strategic issues. the board periodically reviews the structure of the board. as set forth in our bylaws, the board is empowered to choose any one of its members (and not just the  ceo ) as  cotb . the board believes that we have best corporate practices in place to ensure that the company maintains a strong and independent board, the highest standards of corporate governance and the continued accountability of the ceo to the board. this structure is evidenced by the composition of the current board of directors and its audit, compensation and nominating/corporate governance committees. all of the members of such committees are independent directors. consequently, independent directors directly oversee critical matters such as the remuneration policy for executive officers, succession planning, our corporate governance guidelines, policies and practices, the director nomination process, our corporate finance strategies and initiatives, and the integrity of our consolidated financial statements and internal control over financial reporting. mr. quinn has been designated by the board as the lead independent director. as the primary liaison between the  cotb  and the independent directors, his documented duties and responsibilities include (1) approving board meeting schedules and agendas; (2) approving the type of information provided to the directors in connection with each meeting of the board; (3) presiding over all meetings of the board at which the  cotb  is not present, including executive sessions of the independent directors; (4) providing feedback to the  cotb  on issues considered at such meetings; (5) calling meetings of the independent directors when deemed necessary and appropriate; and (6) performing such other duties as the board from time to time may determine. one of the board's key functions is oversight of our risk management process. the board administers its oversight function directly through the board as a whole, which has the ultimate oversight responsibility for the risk management process, as well as through the standing audit, compensation and nominating/corporate governance committees that address risks inherent in their respective areas of oversight. the whole board monitors the effectiveness of our corporate codes of conduct and ethics, including whether they are successful in preventing wrongful conduct, and risks associated with the independence of its members, potential conflicts of interest and succession planning. our audit committee considers and discusses our major financial risk exposures and the steps our management has taken to monitor and control these exposures, including guidelines and policies to govern the process by which risk assessment, risk management and our insurance program is undertaken. the audit committee also monitors compliance with legal and regulatory requirements, in addition to oversight of the performance of the internal assessments of our system of internal control over financial reporting and the audits conducted by our independent registered public accountants. the compensation committee administers our stock plans, and reviews and recommends the salaries and bonuses paid to the named executive officers while assessing whether any of our compensation policies and programs has the potential to encourage excessive risk-taking. the independent directors of the full board approve the salary and bonus amounts paid to named executive officers and approve all stock option awards. senior management reports on enterprise risks issues, including operational, financial, legal and regulatory, and strategic and reputation risks, to the appropriate committee or to the full board. the entire board and the committees receive reports on areas of material risk and, for each committee, the committee's area of oversight, from senior management, our internal audit firm, our independent registered public accountants, outside counsel, and other members of management and professional advisors. when one of the committees receives any such report, the  cotb  of the committee reports on the discussion to the full board of directors at the next board meeting. this process enables the board and its committees to coordinate the risk oversight role, particularly with respect to risk interrelationships. in june 2014, the board of directors adopted a set of governance guidelines which are intended to provide a framework within which the board conducts its business. among other items, the guidelines describe the basic responsibilities of a member of our board and the requirements for the conduct of board and committee meetings. as stated above, these governance guidelines are available on our website at",1
366,100726,2010,"currently, the positions of  cotb  and ceo of the company are held by separate individuals, with mr. jasper serving as ceo and mr. wener serving as  cotb . the board believes that at the current time this structure is best for the company, as it allows mr. jasper to focus on the company's strategy, business and operations, while enabling mr. wener to assist with board matters and serve as a liaison between the board and the company's management. the undersigned hereby acknowledges receipt of the notice of annual meeting of shareholders, dated september 16, 2010, and the proxy statement furnished therewith.",1
367,100726,2010,"currently, the positions of cotb and CEO of the company are held by separate individuals, with mr. jasper serving as CEO and mr. wener serving as cotb . the board believes that at the current time this structure is best for the company, as it allows mr. jasper to focus on the company's strategy, business and operations, while enabling mr. wener to assist with board matters and serve as a liaison between the board and the company's management. the undersigned hereby acknowledges receipt of the notice of annual meeting of shareholders, dated september 16, 2010, and the proxy statement furnished therewith.",1
368,100885,2011,"currently, mr. young serves as chairman and ceo of the company. the board of directors believes it is in the best interest of the company for the board to periodically evaluate the leadership structure of the company and make a determination regarding whether to separate or combine the roles of chairman and ceo based on circumstances at the time of its decision. pursuant to the company's corporate governance guidelines and policies as set forth on page 9 of this proxy statement, the board will annually elect a chairman of the board, who may or may not be the ceo of the company. additionally, the guidelines provide that if the individual elected as chairman of the board is not an independent director, the independent directors will also elect a lead independent director. at this time, and for the reasons discussed below, the board believes that the company is best served by having the same individual serve as chairman and ceo. in addition, the board has selected mr. rogel, the former chairman and ceo of weyerhaeuser company, as the lead independent director with the following responsibilities: (i) preside at meetings of the board at which the chairman and ceo is not present, including executive sessions of the independent directors; (ii) approve the nature of information sent to the board, and approve the agenda, schedule and what materials are sent for the board meetings; (iii) serve as the liaison between the independent directors and the chairman and ceo; and (iv) be available for consultation and communication with major shareholders as appropriate. mr. rogel also has the authority to call executive sessions of the independent directors. the board believes that the current combination of the chairman and ceo roles fosters clear accountability, effective decision- making and alignment on corporate strategy. unified leadership for the board and the company best allows the board and management to focus on the oversight and implementation of the company's strategic initiatives and business plan. combining the roles of chairman and ceo allows the chairman to speak on behalf of both the company and the board when addressing investors, employees and other key constituencies. to provide for effective independent oversight, the board has adopted a number of strong corporate governance practices, including (i) maintaining an independent, clearly- defined lead director (with the responsibilities delineated above), (ii) holding executive sessions of the independent directors after every board meeting, and (iii) performing an annual performance evaluation of the chairman and ceo by the independent directors. the board believes that a combined chairman and ceo coupled with a lead independent director provides effective, independent oversight of management and responsiveness to shareholders, while also unifying leadership of the company and the board to effect execution of the company's strategic plans and provide a single spokesperson for the company and the board.",1
369,101538,2013,"the board has reviewed our current board leadership structure in light of the composition of the board, our size, the nature of our business, the regulatory framework under which we operate, our shareholder base, our peer group and other relevant factors. considering these factors we have determined not to have a separate ceo and  cotb , and to have john c. lawrence fill both roles. we have determined that this structure is currently the most appropriate board leadership structure for us. the board noted the following factors in reaching its determination:",1
370,101594,2010,"board leadership u.s. energy corp. traditionally has combined the roles of CEO and  COTB , and we are continuing this policy with keith g. larsen as CEO and  COTB . mr. larsen is responsible for setting the strategic direction for the company, and sets the agenda for and presides over board meetings. mark j. larsen, also a director and president and chief operating officer, is primarily responsible for execution of strategies and daily operations.   ",0
371,101594,2014,"u.s. energy combines the roles of ceo and  cotb , with keith g. larsen as ceo and  cotb . keith g. larsen is responsible for setting the strategic direction for the company, and sets the agenda for and presides over board meetings. the company believes that the combined position of the  cotb  and ceo has the following advantages: (i) it ensures a unity of command and a single point of accountability and responsibility, (ii) it eliminates any potential conflicts between the ceo and the  cotb , (iii) it removes any internal or external ambiguities as it pertains to the ultimate spokesperson of the firm and (iv) it provides for a more informed and expeditious decision-making process. mark j. larsen, also a director and president and chief operating officer, is primarily responsible for execution of strategies and daily operations.",1
372,101778,2011,"as provided in our corporate governance principles, the board does not have a policy, one way or the other, on whether or not the role of the  cotb  and ceo should be separate and, if it is to be separate, whether the  cotb  should be selected from the non-employee directors or be an employee. the board is to make this choice on the basis of what is best for our company at a given point in time. since the separation of usx corporation on december 31, 2001 into two independent companies, we have separated the positions of  cotb  and ceo . thomas j. usher serves as our  cotb , and clarence p. cazalot, jr. serves as our president and ceo . the board determined that mr. usher's knowledge and past experience would serve our company well, and his insights have been and continue to be invaluable to the board. this is the primary reason we believe the board leadership structure is appropriate for us at this time. ",1
373,101829,2010,"the board considers that utc's leadership structure facilitates the board's oversight of risk management and communication with management, since the board has named a lead director with defined responsibilities including participation in planning meeting agendas. the lead director and each of the other directors are encouraged to raise matters at any time for board and committee meetings. executive officer should be separate or combined, with this decision to be made based on the best interests of utc considering the circumstances at the time. currently, these roles are combined with louis r. ch nevert serving as both the  cotb  and the  ceo . given utc's strong financial performance over extended periods, the board considers that utc has been well-served by its leadership structure over the years, including the carefully planned and multi-year transition from george david, mr. ch nevert's predecessor who also simultaneously held both positions, to mr. ch nevert. the board also considers that in the context of utc's global and diverse operations, utc's combined leadership structure provides important benefits through effective internal and external communication of critical strategies and business priorities. the board believes utc's unitary leadership structure is appropriately balanced by the designation of a lead director role and the independence of twelve of utc's thirteen directors. utc's non-management directors meet in regularly scheduled executive sessions without any members of management present and also, from time to time, in unscheduled, ad hoc executive sessions requested by one or more non-management directors. the purpose of these executive sessions is to promote open and candid discussion among the non-management directors. the lead director is selected from among non-management directors by the non-management directors. the lead director's duties include (i) presiding at all meetings of the board at which the  cotb  is not present, including executive sessions of the non-management directors; (ii) serving as liaison between the  cotb  and the non-management directors; (iii) calling meetings of the non-management directors; (iv) participating with the  cotb  in planning and setting schedules and agendas for board meetings to be held during the year; (v) determining with the  cotb  the quantity and timeliness of information to be provided to directors, (vi) annually communicating to the ceo the board's evaluation of his or her performance, and (vii) performing such other functions as the board may direct. currently, richard d. mccormick serves as lead director. the proposal speaks generally of disconnects between executive compensation and performance, without identifying any deficiencies specific to utc. the board believes that utc's compensation programs, including metrics directly related to shareowner interests such as earnings growth, cash flow and relative shareowner returns, have been fundamental in driving the shareowner value agenda and are a key factor in generating the exceptional returns and long-term performance that utc shareowners have enjoyed. as noted in the compensation discussion and analysis on pages 18 to 32 of this proxy statement, only about 10% of total compensation is fixed for the ceo , while 90% is tied to performance with approximately 80% of the latter amount allocated to long-term performance. a recent ",1
374,101829,2011,"the committee on nominations and governance reviews utc's governance practices and leadership structure. utc's governance guidelines state that there is no fixed policy on whether the roles of chairman of the board and chief executive officer should be separate or combined, with this decision to be made based on the best interests of utc considering the circumstances at the time. currently, these roles are combined with louis r. ch nevert serving as both the chairman of the board and the chief executive officer. given utc's strong financial performance over extended periods, the board considers that utc has been well-served by its leadership structure over the years, including the carefully planned and multi-year transition from george david, mr. ch nevert's predecessor who also simultaneously held both positions, to mr. ch nevert. the board also considers that in the context of utc's global and diverse operations, utc's combined leadership structure provides important benefits through effective internal and external communication of critical strategies and business priorities. the board believes utc's unitary leadership structure is appropriately balanced by the designation of a lead director role and the independence of twelve of utc's thirteen directors. utc's non-management directors meet in regularly scheduled executive sessions without any members of management present and also, from time to time, in unscheduled, ad hoc executive sessions requested by one or more non-management directors. the purpose of these executive sessions is to promote open and candid discussion among the non-management directors. the lead director is selected from among non-management directors by the non-management directors. the lead director's duties include: (i) presiding at all meetings of the board at which the chairman is not present, including executive sessions of the non-management directors; (ii) serving as liaison between the chairman and the non-management directors; (iii) calling meetings of the non-management directors; (iv) participating with the chairman in planning and setting schedules and agendas for board meetings to be held during the year; (v) determining with the chairman the quantity and timeliness of information to be provided to directors; (vi) annually communicating to the ceo the board's evaluation of his or her performance; and (vii) performing such other functions as the board may direct. currently, richard d. mccormick serves as lead director. the board considers that utc's leadership structure facilitates the board's oversight of risk management and communication with management, because the board has named a lead director with defined responsibilities including participation in planning meeting agendas. the lead director and each of the other directors are encouraged to raise matters at any time for board and committee meetings. ",1
375,101829,2013,"the committee on nominations and governance reviews our governance practices and leadership structure. under utc's governance guidelines, the decision as to whether the roles of chairman of the board and chief executive officer should be separate or combined is made based on the best interests of utc in light of the circumstances at the time, rather than under a fixed policy. currently these roles are combined, with mr. ch nevert serving as both the chairman of the board and the chief executive officer. given utc's strong financial performance over extended periods, the board considers that the company has been well served by this combined leadership structure over the years. in view of utc's complex and diverse operations, the board believes that the current combined leadership structure enables us to act quickly, efficiently and decisively as we face challenges and opportunities. this structure also fosters consistent internal and external communication of critical strategies and business priorities. ",1
376,102379,2014,"under our corporate governance framework, our board has the flexibility to determine whether the roles of  cotb  and ceo should be combined or separated, based upon our circumstances and needs at any given time, while providing independent oversight designed to ensure that management acts in our stockholders best interests. our bylaws give the board the authority to appoint as  cotb  either a management or non-management director and provide for either the  cotb  or, if the  cotb  is not an independent director, one of our independent directors, to be designated by the board as the lead independent director. accordingly, if the board determines that the advantages of having a ceo / cotb  outweigh any potential disadvantages, then our bylaws require the board to appoint a non-management lead independent director with a defined role and responsibilities. we believe that combining the positions of ceo and  cotb  is, at the present time, the most effective leadership structure for us in promoting sound decision-making and vigorous execution of our strategic initiatives and business plans. as the individual with primary responsibility for managing our day-to-day operations, mr. koffel has served as ceo (and  cotb ) since 1989 and is most familiar with our business and the complex challenges we face in the current environment. as a result, we believe that he is best positioned at this time to identify strategic priorities and to lead discussions and decision-making regarding key business and strategic issues, as well as to oversee the execution of important strategic initiatives. in addition, we believe that a combined ceo / cotb  is better positioned to act as a bridge between management and the board, facilitating the regular flow of information. mr. koffel's long tenure as our ceo and  cotb  positions him to contribute to the board his extensive knowledge of our business, history and development, and to provide critical board leadership and continuity. as ceo , he has developed substantial operational and industry expertise, as well as executive leadership skills that are important to us and to our board. mr. koffel has previously served on the boards of several international policy institutes, which have given him substantial experience and perspective regarding economic and geopolitical trends, the development and execution of business strategies and evolving views regarding corporate governance best practices.",1
377,102729,2014,"the board's leadership structure consists of a  cotb  and a lead director. the  cotb  is also the  ceo . the board believes this combined role promotes unified leadership and direction for the board and executive management and allows for a single clear focus for the chain of command to execute the company's strategic initiatives and business plans. the board does not believe the combined role adversely affects the independence of the board. all board members have substantial business experience and all board members, with the exception of the  ceo , are independent within the meaning of the company's corporate governance principles and the nyse listing standards. the company's independent directors meet in executive session without management present at every board meeting. the ceo periodically updates the board on succession planning for key officers and the board reviews ceo succession planning in detail annually at its july meeting. the board has established the position of lead director. the position is filled by independent director kenneth e. stinson. the lead director presides at executive sessions of the independent directors, serves as a liaison between the independent directors and the  ceo , and has the ability to call meetings of the independent directors. interested parties who wish to contact the board of directors or the lead director may communicate through the lead director by writing to: lead director of valmont board of directors, valmont industries, inc., one valmont plaza, suite 601, omaha, nebraska, 68154-5215. the board has oversight responsibility for risks affecting the company. the board has delegated risk oversight with respect to operational, compliance and financial matters to the audit committee and has delegated risk oversight with respect to compensation matters to the human resources committee.",1
378,103145,2011,"we currently have a separate  ceo ,  cotb  and presiding director. although we do not have a formal policy on whether the same person should (or should not) serve as both the ceo and  cotb , we believe it is appropriate to separate the positions in recognition of the difference between the two roles. when the  cotb  is an employee of the company or otherwise not independent, we believe it is important to have a separate presiding director, who is an independent director. mr. braun has served as the  cotb  since 2007. he served as our  cotb  and ceo from 1990 until 2007. in serving as  cotb , mr. braun serves as a significant resource for our  ceo , mr. peeler, other members of management and the board. mr. mcdaniel serves as the presiding director. in that role, he presides over the board's executive sessions, during which our independent directors meet without management, and serves as the principle liaison between management and the independent directors of the board. mr. mcdaniel has served as a veeco director since 1998. we believe the combination of mr. braun as our  cotb  and mr. mcdaniel as our presiding director has been an effective structure for the company. the division of duties and the additional avenues of communication between the board and our management associated with having mr. braun serve as  cotb  and mr. mcdaniel as presiding director provides the basis for the proper functioning of our board and its oversight of management. ",0
379,103379,2010,"eric c. wiseman serves as both chief executive officer and chairman of the board of vf. the members of the board possess considerable experience and unique knowledge of the challenges and opportunities vf faces and the board believes that the most effective leadership structure for vf is for mr. wiseman to serve as both chairman and chief executive officer. further, the board believes vf has a strong governance structure in place with sufficient processes to provide for independent discussion among directors and for independent evaluation of, and communication with, many members of senior management. these processes include the presiding director structure under which the chairmen of the nominating and governance, compensation, audit and finance committees of the board preside at meetings or executive sessions of non- management directors on a rotating basis. consistent with the requirements of the new york stock exchange and the audit committee charter, the audit committee discusses guidelines and policies to govern the process by which risk assessment and management is undertaken at vf and oversees the steps management takes to monitor and control vf's material financial risk exposure. specifically, the audit committee reviews the status of compliance with laws, regulations and internal procedures, contingent liabilities and risks that may be material to vf, and the scope and status of systems designed to assure vf compliance with laws, regulations and internal procedures through receiving reports from management, legal counsel and other third parties, as well as major legislative and regulatory developments which could materially impact vf's contingent liabilities and risks. the audit committee reports on such matters to the full board. in addition, the full board of directors oversees risks associated with vf's strategic options",1
380,103379,2012,"eric c. wiseman serves as both chief executive officer and chairman of the board of vf. the members of the board possess considerable experience and unique knowledge of the challenges and opportunities vf faces and the board believes that the most effective leadership structure for vf is for mr. wiseman to serve as both chairman and chief executive officer. further, the board believes vf has a strong governance structure in place with sufficient processes to provide for independent discussion among directors and for independent evaluation of, and communication with, many members of senior management. these processes include the presiding director structure under which the chairmen of the nominating and governance, compensation, audit and finance committees of the board preside at meetings or executive sessions of non-management directors on a rotating basis. the board has concluded that vf and its shareholders are best served by not having a formal policy on whether the same individual should serve as both chief executive officer and chairman of the board. the board retains the flexibility to determine the appropriate leadership structure based on the circumstances at the time of the determination. ",1
381,103379,2013,"eric c. wiseman serves as both ceo and  cotb  of vf. the members of the board possess considerable experience and unique knowledge of the challenges and opportunities vf faces and the board believes that the most effective leadership structure for vf is for mr. wiseman to serve as both  cotb  and  ceo . further, the board believes vf has a strong governance structure in place with sufficient processes to provide for independent discussion among directors and for independent evaluation of, and communication with, many members of senior management. these processes include the presiding director structure under which the chairmen of the nominating and governance, compensation, audit and finance committees of the board preside at meetings or executive sessions of non-management directors on a rotating basis. the board has concluded that vf and its shareholders are best served by not having a formal policy on whether the same individual should serve as both ceo and  cotb . the board retains the flexibility to determine the appropriate leadership structure based on the circumstances at the time of the determination. the board of directors considers its role in risk oversight when evaluating vf's corporate governance principles and its leadership structure. both the corporate governance principles and the board's leadership structure facilitate the board's oversight of risk and communication with management. our  cotb  and ceo is focused on vf's risk management efforts and ensures that risk matters are appropriately brought to the board and/or its committees for their review. the board executes oversight responsibility for risk both as a whole and through delegation to its committees, for example: the audit committee, consistent with the requirements of the new york stock exchange and the audit committee charter, discusses guidelines and policies to govern the process by which risk assessment and management is undertaken at vf and oversees the steps management takes to monitor and control vf's material financial risk exposure. specifically, the audit committee reviews the status of compliance with laws, regulations and internal procedures, contingent liabilities and risks that may be material to vf, and the scope and status of systems designed to assure vf's compliance with laws, regulations and internal procedures through receiving reports from management, legal counsel and other third parties, as well as major legislative and regulatory developments which could materially impact vf's contingent liabilities and risks; the compensation committee evaluates the risks and rewards associated with vf's compensation philosophy and programs as discussed in more detail in the compensation discussion and analysis beginning on page 20; and the finance committee oversees certain financial matters and risks relating to capital structure, acquisitions and divestitures and capital projects. ",1
382,103595,2014,"the board believes that, at the present time, the interests of the company and its shareholders are best served by having its  ceo , james sumas, also serve as  cotb . the ceo is the person most familiar with the company's business and industry, strategies and challenges. the board believes that the combined role of  cotb  and ceo promotes unified leadership and direction for the company. management is responsible for the day to day management of the risks that the company faces, while the board as a whole and through its committees, has responsibility for the oversight of risk management. the board and its committees receive periodic reports from financial, legal and other management members regarding the most significant risks facing the company. in addition, the audit committee assists the board in its oversight role by receiving periodic reports regarding the company's risk and control environment.",1
383,103872,2014,"our CEO chairs meetings of our board, and our audit committee cotb chairs meetings of our independent directors. we believe that combining the positions of CEO and chairing the meetings of our board is appropriate for our company and results in operational efficiencies given the size of our company and the particularly detailed knowledge of our company's operations that our CEO develops, which we believe is beneficial for chairing our board meetings. our independent directors meet regularly without management, including our CEO , and are active in the oversight of our company. our board and each board committee has access to members of our management and the authority to retain independent legal, accounting or other advisors as they deem necessary or appropriate. our CEO does not serve on any board committee, other than the executive committee. our audit committee cotb , in fulfilling the role of chairing meetings of our independent directors: chairs meetings and executive sessions at which only the independent directors attend; advises our CEO as to the quality, quantity and timeliness of the flow of information from management that is necessary for the independent directors to effectively perform their duties; participates as a member of the compensation committee in the conduct of an annual evaluation of the performance of the CEO ; and recommends to the CEO the retention of outside advisors and consultants who report directly to the board. we believe that our board leadership structure provides an appropriate balance between strong and strategic leadership and independent oversight of our company, and that our board leadership structure continues to serve the best interests of our company and stockholders.",0
384,104169,2010,"we separate the roles of ceo and  cotb  in recognition of the differences between the two roles. as specified in our bylaws, our ceo is responsible for the general management, oversight, supervision and control of the business and affairs of our company, and ensuring that all orders and resolutions of the board are carried into effect. our  cotb , on the other hand, is charged with presiding over all meetings of the board and our shareholders, and providing advice and counsel to the ceo and our company's other officers regarding our business and operations. by separating the roles of ceo and  cotb , the ceo is able to focus his time and energy on managing walmart's complex daily operations. further, our ceo and  cotb  have an excellent working relationship. with over 40 years of experience with walmart, our  cotb  is well positioned to provide our ceo with guidance, advice and counsel regarding our company's business, operations and strategy. in connection with the board's annual self-evaluation process, as required by our corporate governance guidelines, the board evaluates its organization and processes to ensure that the board is functioning effectively. we believe that our separate ceo / cotb  structure is the most appropriate and effective leadership structure for our company and our shareholders.",0
385,104207,2011,"as stated in the company's corporate governance guidelines, the board believes that the board's leadership structure is part of the overall governance process and is a matter to be considered based upon circumstances. the company's by-laws provide that the chairman of the board may, but need not be, the chief executive officer. the board believes it is important to retain its flexibility to allocate the responsibilities of the offices of the chairman of the board and chief executive officer in any way that is in the best interests of our company at a given point in time based upon then-prevailing circumstances. the board believes that the decision as to who should serve in those roles, and whether the offices should be combined or separate, should be assessed periodically by the board, and that the board should not be constrained by a rigid policy mandate when making these determinations. currently, the positions of chief executive officer and chairman of the board are held by separate persons, with gregory d. wasson serving as our chief executive officer and alan g. mcnally serving as our independent chairman of the board. we believe this structure is optimal for walgreens at this time because it allows mr. wasson to focus on leading the company's business and operations. at the same time, the chairman can focus on leadership of the board of directors, including calling and presiding over board meetings and executive sessions of the independent directors, preparing meeting agendas in collaboration with the chief executive officer, serving as a liaison and supplemental channel of communication between independent directors and the chief executive officer, and serving as a sounding board and advisor to the chief executive officer. ",0
386,104207,2012,"as stated in the company's corporate governance guidelines, the board believes that the board's leadership structure is part of the overall governance process and is a matter to be considered based upon circumstances. the company's by-laws provide that the  cotb  may, but need not be, the  ceo . the board believes it is important to retain its flexibility to allocate the responsibilities of the offices of the  cotb  and ceo in any way that is in the best interests of our company at a given point in time based upon then-prevailing circumstances. the board believes that the decision as to who should serve in those roles, and whether the offices should be combined or separate, should be assessed periodically by the board, and that the board should not be constrained by a rigid policy mandate when making these determinations. currently, the positions of ceo and  cotb  are held by separate persons, with gregory d. wasson serving as our ceo and james a. skinner serving as our independent  cotb . we believe this structure is optimal for walgreens at this time because it allows mr. wasson to focus on leading the company's business and operations. at the same time, the  cotb  can focus on leadership of the board of directors, including calling and presiding over board meetings and executive sessions of the independent and non-management directors, preparing meeting agendas in collaboration with the  ceo , serving as a liaison and supplemental channel of communication between independent directors and the  ceo , and serving as a sounding board and advisor to the  ceo . election of 13 directors:",0
387,104889,2011,"donald e. graham serves as chairman of the board of the company as well as chief executive officer of the company. the board of directors believes that mr. graham's service as both chairman of the board and chief executive officer is in the best interests of the company. this structure is appropriate, given the significant shareholdings in the company of mr. graham and the graham family, and also serves other purposes. mr. graham possesses in-depth strategic and operational knowledge of the opportunities and challenges facing the company and is best positioned to develop agendas that focus on matters that merit board attention. at his request, mr. graham has not received a raise in his annual salary nor received an annual bonus in 20 years in his current non-board roles and receives no compensation as a member of the board. because his shareholdings represent his main financial interest in the company, the board believes that mr. graham's interests are well aligned with those of shareholders and that his dual role promotes decisive leadership, accountability and clarity in the overall direction of the company's business strategy. the board also believes that this approach facilitates clear and consistent communication of the company's strategy to all stakeholders. while as a controlled company the company is not legally required to have a majority of independent directors, the majority of the board is in fact comprised of independent directors who act as an effective counterbalance to mr. graham in his dual role. the board also appoints a lead independent director. since 2003, warren e. buffett has served in this capacity, and, effective following the meeting, christopher c. davis will become the lead independent director. the lead independent director typically chairs executive sessions of board meetings and consults with mr. graham and senior management regarding issues to be included in board meeting agendas. the lead independent director is also expected to collaborate with mr. graham in reviewing key operational and other matters and to act as a liaison between mr. graham and the independent directors. ",1
388,104894,2014,"the board has concluded that writ should maintain a board leadership structure in which either the  cotb  or a lead trustee is independent under the rules of the new york stock exchange. as a result, the board adopted a corporate governance guideline setting forth this policy on board leadership. the corporate governance guideline, which was originally adopted by the board on october 22, 2009, and later updated on february 18, 2010 and may 18, 2010, is set forth below: the board believes the leadership structure described in its corporate governance guideline set forth above is appropriate because it ensures that the board will have significant independent leadership regardless of whether, in the future, the  cotb  is independent under the rules of the new york stock exchange. in the future, the  cotb  may or may not be an individual who is independent under the rules of the nyse (and may or may not be the same individual as the  ceo ). at any time that the  cotb  is not an individual who is independent under the rules of the new york stock exchange, the board will appoint a lead independent trustee elected by the independent trustees. the lead independent trustee has authority to: ",0
389,105016,2010,"our ceo ( ceo ) and president, albert h. nahmad, also serves as the  cotb . the board believes that this leadership model is appropriate for the following reasons: our board has adopted strong and effective corporate governance policies and procedures to promote the effective and independent governance of the company. see corporate governance guidelines and codes of conduct above; our independent directors meet in regularly scheduled executive sessions led by the lead director without management present; the combined roles enable decisive leadership, ensure clear accountability and foster alignment between the board and management on corporate strategy; and the board has demonstrated that it has functioned effectively and believes it will continue to function effectively with its current leadership structure and with albert h. nahmad as its ceo and  cotb . in order to mitigate any potential disadvantages of a combined ceo and  cotb , the board has developed the role of a strong lead director to facilitate and strengthen the board's independent oversight of our performance, strategy and succession planning and to uphold effective governance standards. the position of lead director is currently held by paul f. manley, an independent director. the lead director has the following duties and responsibilities: advise the  cotb  as to an appropriate schedule of board meetings; review and provide the  cotb  with input regarding the agendas for the board meetings; preside at all meetings at which the  cotb  is not present including executive sessions of the non-management directors and apprise the  cotb  of the issues considered; be available for direct communication with the company's shareholders; call meetings of the non-management directors when necessary or appropriate; and perform such other duties as the board may from time to time delegate. in determining the appropriate leadership structure, the board considered a number of factors, including the candor and dynamics of discussion among the directors and between directors and management, in addition to the effectiveness of the role of the independent lead director and the combined role of ceo and  cotb . our business and affairs are managed under the direction of our board, which is the company's ultimate decision-making body, except with respect to those matters reserved to our shareholders. our board's mission is to maximize long-term shareholder value. our board establishes our overall corporate policies, selects and evaluates our executive management team, which is charged with the conduct of our business, and acts as an advisor and counselor to executive management. our board also oversees our business strategy and planning, as well as the performance of management in executing its business strategy and assessing and managing risks. ",1
390,105319,2016,"it has been the policy of the company for more than a decade to separate the positions of ceo and  cotb . while we recognize that different board leadership structures may be appropriate for companies in different situations, we believe that our current policy of separation of these two positions is most appropriate for the company. to meet their responsibilities of overseeing management and setting strategic direction, as well as fostering the long-term value of the company, among their other responsibilities, directors are required to spend time and energy in successfully navigating a wide variety of issues and guiding the policies and practices of the companies they oversee. to that end, we believe that having a separate non-executive  cotb , mr. debbane, who is solely responsible for leading the board of directors, allows our president and  ceo , mr. chambers, to focus his time and energy on running the day-to-day operations of the company. we believe that our ceo and our  cotb  have an excellent working relationship and open lines of communication. in addition, our  cotb  does not have any relationships with mr. chambers or other members of management that would compromise his ability to act free from the control of the ceo and management.",0
391,106040,2011,"our board of directors does not have a policy with respect to whether the role of the chairman and the chief executive officer should be separate and, if it is to be separate, whether the chairman should be selected from the non-employee directors or be an employee. however, our corporate governance guidelines require that, if the chairman of the board is not an independent director, the  cotb  of the governance committee will serve as a lead director. the lead director will act as a liaison between the independent directors and management and is responsible for assisting the chairman in establishing the agenda for board meetings, for coordinating the agenda for, and chairing, the executive session of the non-management directors, and for performing such other duties as may be specified by the board from time to time. we currently separate the roles of chief executive officer and chairman. the board of directors believes this is the appropriate leadership for our company at this time because it permits our chief executive officer to focus on setting the strategic direction of the company and the day-to-day leadership and performance of the company, while permitting the chairman to focus on providing guidance to the chief executive officer and setting the agenda for board meetings. the board also believes that the separation of the chief executive officer and chairman roles assists the board in providing robust discussion and evaluation of strategic goals and objectives. however, our board of directors acknowledges that no single leadership model is right for all companies at all times. as such, our board of directors periodically reviews its leadership structure and may, depending on the circumstances, choose a different leadership structure in the future. ",0
392,106040,2011," based on its review, the board of directors has affirmatively determined that, except for serving as a member of our board of directors, none of messrs. behrendt, denero, kimsey, lambert, lauer, massengill, moore, pardun and shakeel or ms. cote has any relationship, material or immaterial, with western digital, either directly or as a partner, shareholder or officer of an organization that has a relationship with western digital, and that each of such directors qualifies as independent as defined by the listing standards of the new york stock exchange. messrs. massengill and shakeel previously had not been considered independent under the listing standards of the new york stock exchange due to their prior employment with the company as executive officers. however, since more than three years have elapsed since their employment with the company ceased, the board has determined that messrs. massengill and shakeel are now considered independent under the listing standards of the new york stock exchange. mr. coyne is a current full-time, executive-level employee of western digital and, therefore, is not independent as defined by the listing standards of the new york stock exchange. leadership and performance of the company, while permitting the  cotb  to focus on providing guidance to the ceo and setting the agenda for board meetings. the board also believes that the separation of the ceo and  cotb  roles assists the board in providing robust discussion and evaluation of strategic goals and objectives. however, our board of directors acknowledges that no single leadership model is right for all companies at all times. as such, our board of directors periodically reviews its leadership structure and may, depending on the circumstances, choose a different leadership structure in the future. our board of directors believes that the processes it has established for overseeing risk would be effective under a variety of leadership frameworks and therefore do not materially affect its choice of leadership structure as described under board leadership structure above. ",0
393,106455,2013,"the board of directors does not have a policy regarding the separation of the roles of ceo and  cotb  as the board believes it is in the best interests of westmoreland to make that determination based on the position and direction of westmoreland and the membership of the board. currently, the roles of  cotb  and ceo are split, allowing our ceo to focus on our day-to-day business, while allowing the  cotb  to lead the board in its fundamental role of providing advice to and independent oversight of management. on october 26, 2012, the board announced plans for the transition of keith alessi from ceo to executive  cotb  and the transition of robert king from president and chief operating officer to president and ceo effective april 8, 2013. at this time, we believe that mr. alessi transitioning to the role of executive  cotb , as mr. king grows into his new role as ceo , is the most desirable approach for promoting long-term stockholder value. such a structure promotes a unified approach on corporate strategy development and allows for consistency and a smooth transition while our new ceo assumes his responsibilities. the executive  cotb  acts as a bridge between management and the board, helping both to pursue their common purpose more efficiently. as executive  cotb , mr. alessi will continue to play an important role in the company's strategic direction, will chair all regular sessions of the board and, in consultation with the lead director and with input from the ceo , set the agenda for board meetings. in accordance with our corporate governance guidelines, if our  cotb  does not qualify as an independent director, our board selects an independent director to preside over non-management executive sessions of the board. mr. klingaman, an independent director, was appointed by the board to serve as lead director beginning on april 8, 2013. the role of our lead director is to assist the executive  cotb  and the remainder of the board in assuring effective corporate governance in managing the affairs of the board and the company. our lead director works with our  cotb  to approve all meeting agendas, and presides at (i) executive sessions of the non-employee directors, which are held in conjunction with each regularly scheduled quarterly meeting of the board, (ii) executive sessions of the independent directors, which are held at least once a year, and (iii) any other meetings as determined by the lead director. our lead director is also a member of the board's executive committee, providing additional representation for the independent directors in any actions considered by the executive committee between board meetings.",0
394,106535,2013,"the board of directors has determined that having an independent director serve as  cotb  is in the best interest of shareholders at this time. this structure has been particularly useful as the board has considered significant changes in the company's portfolio and strategic direction. the structure ensures a greater role for the independent directors in the oversight of the company and active participation of the independent directors in setting agendas and establishing priorities and procedures for the work of the board. it also allows the board to draw on the leadership skills and business experience of two persons. in addition, this leadership structure is preferred by a significant number of the company's shareholders. the board believes its administration of its risk oversight function has not affected the board's leadership structure. ",0
395,106618,2010,"the board's leadership structure since july 2005, warren lichtenstein has held the position of  COTB  and since october 2005, glen kassan has held the positions of vice  COTB  and CEO of the company. this arrangement has allowed our  COTB  to lead the board and to be the company's principal spokesman with regards to the investment and financial communities while the vice  COTB  and CEO of the company has focused primarily on managing the daily operations of the company. the separation of duties provides strong leadership for the board while allowing the CEO to be the leader of the company for customers, employees and shareholders. we do not have a lead independent director. rather, the company's three independent directors, wh o are the sole members of the audit, compensation and nominating committees, provide strong independent leadership for each of those three committees. the three independent directors meet in executive session from time to time, as deemed appropriate in their discretion, in their various capacities, and as the audit committee, the three independent directors meet in executive sessions with our outside auditors on a regular basis. ",1
396,106640,2014,"as noted above, our board is currently comprised of ten independent and two employee directors. mr. fettig has served as  cotb  and ceo since july 2004, and has been a member of our board since june 1999. since 2003, the board has designated one of the independent directors as presiding director. we believe that the number of independent, experienced directors that make up our board, along with the independent oversight of our presiding director, benefits whirlpool and its stockholders. we recognize that different board leadership structures may be appropriate for companies in different situations and believe that no one structure is suitable for all companies. we believe our current board leadership structure is optimal for us because it demonstrates to our employees, suppliers, customers, and other stakeholders that whirlpool is under strong leadership, with a single person setting the tone and having primary responsibility for managing our operations. having a single leader for both the company and the board eliminates the potential for confusion or duplication of efforts, and provides clear leadership for whirlpool. we believe whirlpool, like many u.s. companies, has been well-served by this leadership structure. because the positions of  cotb  and ceo are held by the same person, the board believes it is appropriate for the independent directors to elect one independent director to serve as a presiding director. in addition to presiding at executive sessions of nonemployee directors, the presiding director has the responsibility to: (1) coordinate with the  cotb  and ceo in establishing the annual agenda and topic items for board meetings; (2) retain independent advisors on behalf of the board as the board may determine is necessary or appropriate; (3) assist the human resources committee with the annual evaluation of the performance of the  cotb  and  ceo , and in conjunction with the chair of the human resources committee, meet with the  cotb  and ceo to discuss the results of such evaluation; and (4) perform such other functions as the independent directors may designate from time to time. mr. johnston is currently serving as the presiding director. our board conducts an annual evaluation in order to determine whether it and its committees are functioning effectively. as part of this annual self-evaluation, the board evaluates whether the current leadership structure continues to be optimal for whirlpool and its stockholders. our corporate governance guidelines provide the flexibility for our board to modify or continue our leadership structure in the future, as it deems appropriate. whirlpool is committed to the highest standards of corporate governance. on the recommendation of the corporate governance and nominating committee, the board adopted a set of corporate governance guidelines for operation of the board of directors. the desired personal and experience qualifications for director nominees are described in more detail below under the caption director nominations to be considered by the board. whirlpool's by-laws require directors to be elected by the majority of the votes cast with respect to such director in uncontested elections (number of shares voted for a director must exceed the number of votes cast against that director). in a contested election (a situation in which the number of nominees exceeds the number of directors to be elected), directors will be elected by a plurality of the shares represented in person or by proxy at any such meeting and entitled to vote on the election of directors. if a nominee who is serving as a director is not elected at the annual meeting, under delaware law the director would continue to serve on the board as a holdover director. however, under our board's policy, any director who fails to be elected must offer to tender his or her resignation to the board. the board shall nominate for election or reelection as director only candidates who agree to tender, promptly following the annual meeting at which they are elected or reelected as director, irrevocable resignations that will be effective upon (1) the failure to receive the required vote at the next annual meeting at which they face reelection and (2) board acceptance of such resignation. in addition, the board shall fill director vacancies and new directorships only with candidates who agree to tender, promptly following their appointment to the board, the same form of resignation tendered by other directors in accordance with this board policy. if an incumbent director fails to receive the required vote for reelection, the corporate governance and nominating committee will act on an expedited basis to determine whether to accept the director's resignation and will submit such recommendation for prompt consideration by the board. the board expects the director whose resignation is under consideration to abstain from participating in any decision regarding that resignation. the corporate governance and nominating committee and the board may consider any factors they deem relevant in deciding whether to accept a director's resignation. ",1
397,107140,2014,"for the foregoing reasons, the board of directors has determined that its leadership structure is appropriate and in the best interests of the company's shareholders. to promote the best corporate governance practices, the company adheres to the corporate governance principles set forth below, many of which have been in effect for more than a decade. the board of directors and management believe that these principles, which are consistent with the requirements of the securities and exchange commission and the new york stock exchange, are in the best interests of the company, its shareholders and other shareholders, including employees, authors, customers and suppliers. the board is responsible for ensuring that the company has a management team capable of representing these interests and of achieving superior business performance. the board has long held that it is in the best interests of the company for the board to consist of a substantial majority of independent directors. the board annually determines that a director is independent if he or she has no material relationship, either directly or indirectly, with the company, defined as follows:the board of directors believes separating the roles of  cotb  and ceo allows our ceo to focus on developing and implementing the company's strategic business plans and managing the company's day-to-day business operations and allows our  cotb  to lead the board of directors in its oversight and advisory roles. because of the many responsibilities of the board of directors and the significant amount of time and effort required by each of the  cotb  and ceo to perform their respective duties, the company believes that having separate persons in these roles enhances the ability of each to discharge those duties effectively and, as a corollary, enhances the company's prospects for success. the board of directors also believes that having separate positions provides a clear delineation of responsibilities for each position and fosters greater accountability. ",0
398,107687,2010,"our by-laws and corporate governance policy delegate to the board of directors the right to exercise its discretion to either separate or combine the offices of cotb and CEO . this decision is based upon the board's determination of what is in the best interests of winnebago industries and our shareholders, in light of then-current and anticipated future circumstances and taking into consideration succession planning, skills and experience of the individual(s) filling those positions, and other relevant factors. upon evaluating the current facts and circumstances relating to the leadership structure of the board, the board believes that the interests of winnebago industries and its shareholders are currently best served by a board leadership structure that continues to combine the roles of cotb and CEO with mr. robert j. olson filling those roles for the following primary reasons: such a board leadership structure has previously served winnebago industries and our shareholders well and the structure continues to serve them well based primarily on mr. olson's extensive executive management and leadership experience with winnebago industries as the cotb , CEO and president, and as our former senior vice president-operations and vice president-manufacturing; a total of 41 years of experience with winnebago industries; strong strategic planning, financial, operations, manufacturing and administrative skills and experience; contributions as a current board member; demonstration of having the highest professional and personal ethics; commitment to enhancing shareholder value; and good working relationship with other board members; when the cotb is the CEO or a winnebago industries employee, we have a designated independent lead director (as defined below), selected by directors who are not winnebago industries employees ('non-employee directors'), with clearly delineated and comprehensive duties and responsibilities as set for th in our corporate governance policy; this provides us with a strong counterbalancing governance and leadership structure that is designed so that independent directors exercise oversight of our management ('management') and key issues related to strategy and risk and thus, makes separating the cotb and CEO positions at this time unnecessary; in addition, only independent directors serve on the audit committee, the human resources committee and the nominating and governance committee of the board; moreover, non-employee directors regularly hold executive sessions of the board outside the presence of the cotb and CEO or any other winnebago employee and meet regularly in private session with the CEO ; the board's independent directors also hold executive sessions at least once each year; such executive sessions are led by the lead director; and we have established a shareholder and other interested party communications policy for all shareholders and other interested parties; < /td> the combined cotb and CEO position continues to be the principal board leadership structure in corporate america; and there is no empirical evidence that separating the roles of cotb and CEO improves returns for shareholders. the board recognizes that, depending on the specific characteristics and circumstances of the company, other leadership structures might also be appropriate in the future, including a board leadership structure that separates the roles of cotb and CEO . the company is committed to reviewing this determination on an annual basis.",0
399,108312,2015,"mr. gendron serves as our  cotb  and  ceo . because one individual serves as both  cotb  and ceo , the board appoints an independent director to serve as lead director. our lead director is mr. rulseh, who was appointed to that position by the board in 2011. the independent lead director chairs separate executive sessions of the independent directors following regularly scheduled board meetings. the duties and responsibilities of the lead director are set forth under the board meetings and committees lead director section below. the board believes the combined  cotb / ceo  position, together with an independent lead director has certain advantages over other board leadership structures and best meets the company's current needs. mr. gendron's leadership as  cotb  and ceo provides our board with detailed and in-depth knowledge of the company's strategy, markets, operations and financial condition, and enhances our ability to communicate a clear and consistent strategy to our stockholders, employees and business partners. the current leadership structure differentiates the oversight role of the lead director and other independent directors from the oversight role of the  cotb / ceo  and other management. the board understands there is no single one-size fits all approach to providing board leadership in the competitive and changing environment in which we operate. the optimal board leadership structure may vary as circumstances warrant. at present, the board believes its current structure effectively maintains independent oversight and management. consistent with our director guidelines, the board reviews and considers whether the positions of  cotb  and ceo should be combined or separated as part of a regular review of the effectiveness of the company's governance structure.",1
400,108385,2010,"mr. mclean has served as  cotb  since august 2007 and as ceo since march 2006, as executive vice president from august 1996 to march 2006, as senior vice president from 1992 to august 1996, as vice president from 1989 to 1992, and as chief financial officer from june 1989 to march 2006. education bachelor of science economics, davidson college masters in accounting, university of south carolina director qualifications leadership experience current ceo of world acceptance corporation finance experience former chief financial officer of world acceptance corporation, former chief financial officer of a community federal savings bank, and former controller of a community federal savings bank. directorships within past five years independence national bank, since may 2008 board of trustees, united way of greenville county, since february 2009 ymca endowment, since february 2006 cancer society of greenville county, since january 2009 american financial service association, since march 2006 ( cotb  since oct. 2009) national installment lenders association, since december 2008 the board of directors is committed to the highest standards of corporate governance. our board of directors has determined that it is in the best interest of the company and our shareholders for both the positions of  cotb  and ceo to be held by a. alexander mclean at this time. if circumstances change in the future, the board may determine that these positions should be separate. the governance policy allows the board to evaluate regularly whether the company is best served at any particular time by having the ceo or another director hold the position of  cotb . the board of directors believes that mr. mclean is best situated to serve as the  cotb  because he has been with the company for over 20 years and served as the chief financial officer and most recently as the  ceo . in addition he has presided over the company during several years of strong growth and profitability.",1
401,108772,2011,"we believe that the most effective board structure is one that emphasizes board independence and ensures that the board's deliberations are not dominated by management while also ensuring that the board and senior management act with a common purpose and in the best interest of the company. we believe we achieve this balance through the appointment of our ceo as chairman of the board and the appointment of a lead independent director. accordingly, our ceo, ms. burns, serves as chairman of the board of directors and our board of directors annually rotates the appointment of the chairman of the corporate governance committee and the chairman of the compensation committee to serve as lead independent director, whose responsibilities include: presiding at executive sessions of the independent directors; calling special meetings of the independent directors, as needed; and serving as liaison on board-wide issues between the independent directors and the chief executive officer, as needed. under our corporate governance guidelines, each regularly scheduled board meeting must include an executive session of all directors and the ceo and a separate executive session attended only by the independent directors. our board is 90 percent comprised of directors who qualify as independent directors and each of our standing board committees is comprised solely of independent directors, including our corporate governance committee, which establishes our corporate governance policy and monitors the effectiveness of policy at the board level. the lead independent director is instrumental in working with the chairman and ceo and other board members to provide effective, independent oversight of the company's management and affairs. you can find more information on the lead independent director on the company's website at www.xerox.com/governance.",1
402,108772,2012,we believe that the most effective board structure is one that emphasizes board independence and ensures that the board's deliberations are not dominated by management while also ensuring that the board and senior management act with a common purpose and in the best interest of the company. we believe we achieve this balance through the appointment of our ceo as chairman of the board and the appointment of a lead independent director.,1
403,109198,2012," our board annually elects a  cotb . the board has chosen to separate the roles of  cotb  and  ceo . because our current  cotb , bernard cammarata, is not an independent director, consistent with our corporate governance principles, our independent directors have elected a lead director, john f. o brien. in this role, among other duties, mr. o brien meets at least quarterly with carol meyrowitz, our  ceo , and with senior officers as necessary, attends regular management business review meetings, schedules meetings of the independent directors, presides at meetings of the board at which the  cotb  is not present, including meetings of the independent directors, serves as a liaison between the independent directors and the  cotb  and company management, approves meeting schedules and agendas, attends the meetings of each board committee and undertakes other responsibilities designated by the independent directors. the board believes that the separate roles of mr. cammarata, ms. meyrowitz and mr. o brien are in the best interests of tjx and its stockholders. mr. cammarata has wide-ranging, in-depth knowledge of our business arising from his many years of service to tjx and, as a result, provides effective leadership for the board and support for ms. meyrowitz and other management. the structure permits ms. meyrowitz to devote her attention to leading tjx and focus on its business strategy. mr. o brien provides independence in tjx's board leadership as provided in the corporate governance principles through his review and approval of meeting agendas, his participation in management business review meetings and his leadership of the independent directors. ",0
404,109198,2012,"our board annually elects a chairman of the board of directors. the board has chosen to separate the roles of chairman and chief executive officer. because our current chairman, bernard cammarata, is not an independent director, consistent with our corporate governance principles, our independent directors have elected a lead director, john f. o brien. in this role, among other duties, mr. o brien meets at least quarterly with carol meyrowitz, our chief executive officer, and with senior officers as necessary, attends regular management business review meetings, schedules meetings of the independent directors, presides at meetings of the board at which the chairman is not present, including meetings of the independent directors, serves as a liaison between the independent directors and the chairman and company management, approves meeting schedules and agendas, attends the meetings of each board committee and undertakes other responsibilities designated by the independent directors. the board believes that the separate roles of mr. cammarata, ms. meyrowitz and mr. o brien are in the best interests of tjx and its stockholders. mr. cammarata has wide-ranging, in-depth knowledge of our business arising from his many years of service to tjx and, as a result, provides effective leadership for the board and support for ms. meyrowitz and other management. the structure permits ms. meyrowitz to devote her attention to leading tjx and focus on its business strategy. mr. o brien provides independence in tjx's board leadership as provided in the corporate governance principles through his review and approval of meeting agendas, his participation in management business review meetings and his leadership of the independent directors. ",0
405,109380,2012,"our board considers its governance periodically and believes, at this time, that combining the roles of  cotb  and ceo is the most appropriate leadership structure for the company. in reaching this view, the board took into consideration several factors. our ceo, harris simmons, has over 40 years of experience with the company, including more than two decades of service as our ceo. his knowledge, experience, and personality allow him to serve ably as both chairman and ceo. combining the roles of  cotb  and ceo facilitates a single, focused structure to implement the company's strategic initiatives and business plans. at the same time, the board feels that the current governance structure, which includes regular executive sessions chaired by an independent presiding director and meetings with the company's external auditors, internal auditors, and other consultants, an active and robust compliance program, and active board and committee members, provides appropriate oversight of the company's policies and business, and that separating the  cotb  and ceo positions would not strengthen the effectiveness of the board. at our annual meeting of shareholders in 2010, shareholders voted on a shareholder proposal to separate the roles of  cotb  and ceo. only 8% of the votes cast favored such a change, evidencing strong shareholder support for our current leadership structure that combines the roles. ",1
406,109563,2011,"the board is led by a  cotb  it elects. mr. pugh, our  ceo , is also  cotb . our other directors are independent. the board periodically evaluates its leadership structure. the board has concluded that, under mr. pugh's leadership, having our ceo as  cotb  is in applied's best interests because it promotes unity of vision for the company's leadership. the board also believes that applied and its shareholders are well served by having a  cotb  who has a wide-ranging, in-depth knowledge of applied's operations and the business landscape and who can best identify the strategic issues to be considered by the board. in addition, the structure promotes the timely flow of information to support board decision-making. there are benefits and limitations to combining the offices of  cotb  and  ceo , but the board believes that, in applied's case, the limitations are substantially diminished by existing safeguards. these safeguards include the roles of the presiding non-management director and the independent chairs of the key committees, regular meetings of the non-management directors in executive session, and the fact that executive compensation is determined by a committee of independent directors who review market compensation and performance levels. as noted previously, mr. pugh has announced his retirement as ceo and his resignation from the board, both of which will take effect at or before the annual meeting. a search is underway for his successor. as the search concludes, the board intends to reevaluate its leadership structure under the circumstances then existing.",1
407,110430,2010,"our board is headed by its  cotb , mr. gibbs, who has been  cotb  since 1999 and served as ceo through december 31, 2008. on january 1, 2009 when mr. jennings became our president and ceo , the positions of ceo and  cotb  were separated as part of our succession planning process. mr. gibbs retained the  cotb  position for purposes of continuity during this process. when his service on the board ends following the 2010 annual meeting of shareholders, mr. gibbs will no longer be the  cotb . we have a lead independent director, mr. bech, who presides at executive sessions of the independent directors and functions as a liaison between management and the independent directors. this board leadership structure has worked well for the company in our succession plan ning and the board will determine the future leadership structure following the election of the company's directors. the primary risks facing the company are overseen by the board and committees thereof and consist of financial risks, operating risks, liquidity risks and environmental/health/safety risks. the board generally oversees management of the company's operating risks and strategic direction. the board regularly reviews the company's liquidity and operations and associated risks. our financial risks are monitored by the audit committee at regular meetings. this includes reviewing with management the significant financial and accounting risks and how they are reported in the financial statements. the audit committee monitors the work performed by internal audits in such areas as hedging our inventory positions and risk policies that are followed in purchasing cr ude oil and other feed stocks. the compensation structure established by the compensation committee includes a compensation structure that not only rewards performance and is competitive with the company's peer group, but also provides incentives for reducing environmental, health and safety incidents. the safety & environmental committee regularly reviews reports and information from management about our compliance with environmental laws, worker safety, process safety and health matters and makes reports to the board to assist in its oversight function.",1
408,110536,2012,"since 2010 we have operated with an independent, nonexecutive director as the  cotb . we believe that the separation of the roles of the  cotb  and the ceo presents the best governance structure for the company at this time and provides for independent oversight of management at the board leadership level. the  cotb  role provides our outside directors with a platform to control agendas and discussion for board meetings. in addition, the role creates a focal point for efficient communication between the board of directors and company management. 1. election of directors.",0
409,201461,2011," if the stockholders fail to ratify the selection, the board of directors may reconsider whether or not to retain kpmg and reserves the discretion to retain kpmg as our independent registered public accounting firm. even if the selection is ratified, the board of directors in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if the board of directors determines that such change would be in the best interests of the corporation and its stockholders. for the foregoing reasons, the board of directors believes that this stockholder proposal is not in the best interests of the corporation or its stockholders. we separate the roles of ceo and  cotb  with bram goldsmith serving as the  cotb  and russell goldsmith serving as the ceo . bram goldsmith, as our  cotb , provides guidance, continuing strong leadership, energy and passion to the board from his perspective as one of the earliest clients of the bank, his experience as a successful real estate developer, and years of experience as an executive of the company. russell goldsmith, as our ceo , is responsible for setting the strategic direction for the company and the day to day leadership and performance of the company. since our  cotb  is not 'independent,' the  cotb  of our special matters committee, kenneth ziffren, serves as the lead outside director, and accordingly leads all executive sessions of the independent directors. in 2010, our independent directors had three executive sessions without management, and two with our ceo . ",0
410,202058,2010," board leadership structure. our board's leadership is currently structured as follows: a combined chairman of the board and chief executive officer; a lead independent director with well-defined duties that support the board's oversight responsibilities; a robust committee structure comprised solely of independent directors; and an engaged and independent board that conducts candid and constructive discussions and deliberations. the board believes that its current leadership structure provides independent board leadership and oversight while also benefiting from having mr. lance, our chief executive officer, serve as chairman of the board. mr. lance's employment agreement provides that if the board removes or fails to re-elect mr. lance as chairman of the board or chief executive officer, he shall be entitled to treat such failure as termination of his employment for good reason and would be entitled to a severance payment as described in the potential payments upon termination or a change in control section of this proxy statement beginning on page 58. our independent directors believe that mr. lance's in-depth knowledge of our businesses and its challenges, as well as his extensive understanding of our day-to-day operations and his ability to provide insight and direction on important strategic initiatives, make him well positioned to chair regular board meetings and to bring key business and stakeholder issues to the board's attention. the independence of our board, together with the lead independent director structure, the ability of independent directors to participate in the agenda-setting process, regularly scheduled executive sessions of independent directors and the directors access to management provide appropriate opportunities for oversight, discussion and evaluation of harris decisions and direction. our board also believes it is fundamentally wrong to permanently and inflexibly separate or combine the positions of chairman of the board and chief executive officer. our board believes that its members possess considerable experience and unique knowledge of the challenges and opportunities harris faces, and therefore, are in the best position to evaluate the needs of harris and how best to organize the capabilities of our directors and senior management to meet those needs. lead independent director. in 2003, we created the position of presiding independent director, which included the functions of chairing the executive sessions of independent directors and acting as a liaison between our chairman and independent directors. in 2009, we changed the title of our presiding independent director to lead independent director and more formally defined the enumerated duties of the lead independent director position. our independent directors designate one of our independent board members to serve as lead independent director, which position is rotated annually among the chairpersons of each of our standing committees. the duties and authority of the lead independent director include: presiding at all meetings of our board at which our chairman is not present, including executive sessions of the independent directors; serving as liaison between our chairman and our independent directors; in consultation with the chairman, approving the information sent to our board and the meeting agendas for our board; in consultation with the chairman, approving meeting schedules to assure there is sufficient time for discussion of all agenda items; to call meetings of our independent directors; and, if requested by major shareholders, to ensure that he or she is available, when appropriate, for consultation and direct communication consistent with our policies regarding shareholder communications. the designation of a lead independent director is not intended to inhibit communications among the directors or between any of them and the chairman. for additional information regarding the duties of our lead independent director, see our corporate governance principles and the discussion beginning on page 82. the position of lead independent director is currently held by ms. leslie f. kenne.",1
411,202058,2012,"our board's leadership is currently structured as follows: a non-executive chairman of the board; a separate chief executive officer; a robust committee structure comprised solely of independent directors; and an engaged and independent board that conducts candid and constructive discussions and deliberations. our board elects a chairman from among the directors. while we have generally combined the chairman and ceo positions, we combine or separate the roles based upon what we believe best serves the needs of harris and our shareholders at any particular time based upon the then-existing facts and circumstances. in connection with the ceo transition from mr. lance to mr. brown in november 2011, the board determined to separate the positions following mr. lance's retirement from the board. our board appointed mr. dattilo as non-executive chairman to succeed mr. lance as chairman, effective january 1, 2012. the board determined that appointment of a non-executive chairman at that time would provide the board with independent leadership during the ceo transition and permit mr. brown as incoming ceo to concentrate on our business operations. we believe this structure has facilitated a smooth transition in our leadership. prior to separating the roles of chairman and ceo, our board designated a lead independent director. our board believes it is fundamentally wrong to permanently and inflexibly separate or combine the positions of chairman of the board and ceo. our board believes that its members possess considerable experience and unique knowledge of the challenges and opportunities harris faces, and therefore, are in the best position to evaluate the needs of harris and how best to organize the capabilities of our directors and senior management to meet those needs. in connection with the recent ceo transition process, our board has also reaffirmed its position that a mandated separation of the ceo and chairman positions or a requirement for an independent chairman is not in the best interests of our shareholders. mandated separation of the positions or a requirement for an independent chairman also could adversely impact the ceo transition process and our board's ability to evaluate and implement a leadership structure believed to be in the best interests of our shareholders based upon the then-existing facts and circumstances. ",0
412,203077,2011,"the board of directors of st. jude medical is responsible for overseeing the business, property and affairs of the company. members of the board are kept informed of the company's business through discussions with the chief executive officer and other officers, by reviewing materials provided to them and by participating in meetings of the board and its committees. the board is currently comprised of mr. daniel j. starks, who has served as chairman of the board, president and chief executive officer since 2004, and seven independent directors. mr. john w. brown has served as presiding director since 2006. the presiding director plays an important role in the board's governance structure. the presiding director works closely with the chairman and the other directors, as appropriate, to set and approve the agenda for board and governance and nominating committee meetings, to ensure that there is an appropriate flow of information to the board and to make sure that management properly and adequately addresses matters of interest to the board. the chairman conducts the actual board meetings, and the presiding director organizes and presides over all executive sessions of the non-management, independent directors. the other principal responsibilities of the presiding director include: counseling the chairman on issues of interest or concern to the independent directors; evaluating, along with the members of the board, the chairman's performance and meeting with the chairman to discuss the board's evaluation; advising the chairman concerning the independent directors views as to the quantity, quality and timeliness of the flow of information from management that is necessary for the independent directors to effectively and responsibly perform their duties; and conducting an annual self-assessment to evaluate the effectiveness of the board and individual board members. the presiding director also serves as chairman of the governance and nominating committee, the principal board committee charged with responsibility for the board's governance structure. in this dual role, the presiding director facilitates the ability of non-management directors to fulfill their responsibilities and provides a structure for communicating any concerns the non-management directors may have directly to the company's executive management. the board is comprised of qualified and experienced leaders with the ability to act independently in providing oversight to the company. of the seven independent directors serving on the board, three are currently serving or have served as  ceo s of other companies. of the four independent directors who have not served as a ceo of a company, one director served as chief financial officer of a multi-billion dollar manufacturer of specialty medical technology products, one served as managing partner of a law firm, one served as chief marketing officer for one of the largest pharmaceutical companies in the world and one has held a number of leadership positions in two of the largest information technology companies in the world. accordingly, we believe that all of our directors have demonstrated seasoned leadership in large enterprises and are familiar with board processes. for additional information about the backgrounds and qualifications of the directors, see director qualifications on page 7 of this proxy statement. the board believes that there is no single best organizational model that is the most effective in all circumstances and that the shareholders interests are best served by allowing the board to retain the flexibility to determine the optimal organizational structure for the company at a given time, including whether the chairman role should be held by an independent director or one or more senior executives who serve on the board. the members of the board possess considerable experience and unique knowledge of the challenges and opportunities the company faces and are in the best position to evaluate the needs of the company and how best to maximize the capabilities of the directors and management to meet those needs. we believe that the company, like many u.s. companies, is best served by having one person serve as both chief executive officer and chairman of the board. the board believes that through this leadership structure, mr. starks is able to draw on his intimate knowledge of the daily operations of the company and its relationships with customers and employees to provide the board with leadership in setting its agenda and properly focusing its discussions. as the individual with primary responsibility for managing our day to day operations, mr. starks is also best-positioned to chair regular board meetings and ensure that key business issues are brought to the board's attention. the combined role as chairman and chief executive officer also ensures that the company presents its message and strategy to shareholders, employees, customers and other stakeholders with a unified, single voice. the appointment by the board of an experienced independent presiding director with substantial responsibilities provides additional strength and balance to our board leadership structure.",1
413,203077,2011,"the board of directors of st. jude medical is responsible for overseeing the business, property and affairs of the company. members of the board are kept informed of the company's business through discussion with the chief executive officer and other officers, by reviewing materials provided to them and by participating in meetings of the board and its committees. the board is currently comprised of mr. daniel j. starks, who has served as chairman of the board, president and chief executive officer since 2004, and seven independent directors. mr. john w. brown has served as presiding director since 2006. the presiding director plays an important role in the board's governance structure. the presiding director works closely with the chairman and the other directors, as appropriate, to set and approve the agenda for board and governance and nominating committee meetings, to ensure that there is an appropriate flow of information to the board and to make sure that management properly and adequately addresses matters of interest to the board. the chairman conducts the actual board meetings, and the presiding director organizes and presides over all executive sessions of the non- management, independent directors. the other principal responsibilities of the presiding director include: counseling the chairman on issues of interest or concern to the independent directors; evaluating, along with the members of the board, the chairman's performance and meeting with the chairman to discuss the board's evaluation; advising the chairman concerning the independent directors' view as to the quantity, quality and timeliness of the flow of information from management that is necessary for the independent directors to effectively and responsibly perform their duties; and conducting an annual self- assessment to evaluate the effectiveness of the board and individual board members. the presiding director also serves as chairman of the governance and nominating committee, the principal board committee charged with responsibility for the board's governance structure. in this dual role, the presiding director facilitates the ability of non- management directors to fulfill their responsibility and provides a structure for communicating any concerns the non- management directors may have directly to the company's executive management. the board is comprised of qualified and experienced leaders with the ability to act independently in providing oversight to the company. of the seven independent directors currently serving on the board, three are currently serving or have served as  ceo s of other companies. of the four independent directors who have not served as a ceo of a company, one director served as chief financial officer of a multi- billion dollar manufacturer of specialty medical technology products, one served as managing partner of a law firm, one served as chief marketing officer for one of the largest pharmaceutical companies in the world and one has held a number of leadership positions in two of the largest information technology companies in the world. accordingly, we believe that all directors have demonstrated seasoned leadership in large enterprises and are familiar with board processes. for additional information about the backgrounds and qualifications of the directors, see ""director qualifications"" on page 7 of this proxy statement. the board believes that there is no single best organizational model that is the most effective in all circumstances and that the shareholders' interests are best served by allowing the board to retain the flexibility to determine the optimal organizational structure for the company at a given time, including whether the chairman role should be held by an independent director or one or more senior executives who serve on the board. the members of the board possess considerable experience and unique knowledge of the challenges and opportunities the company faces and are in the best position to evaluate the needs of the company and how best to maximize the capabilities of the directors and management to meet those needs. we believe that the company, like many u.s. companies, is best served by having one person serve as both chief executive officer and chairman of the board. the board believes that through this leadership structure, mr. starks is able to draw on his intimate knowledge of the daily operations of the company and its relationships with customers and employees to provide the board with leadership in setting its agenda and properly focusing its discussions. as the individual with primary responsibility for managing our day to day operations, mr. starks is also best- positioned to chair regular board meetings and ensure that key business issues are brought to the board's attention. the combined role as chairman and chief executive officer also ensures that the company presents its message and strategy to shareholders, employees, customers and other stakeholders with a unified, single voice. the appointment by the board of an experienced independent presiding director with substantial responsibilities provides additional strength and balance to our board leadership structure",1
414,203596,2013,"the holders of the common stock of wesbanco as of the close of business on march 5, 2012 are entitled to vote at the meeting. you are requested to sign and date the enclosed form of proxy and return it in the enclosed postage-paid envelope at your earliest convenience. as indicated in the accompanying proxy statement, proxies may be revoked at any time prior to the voting thereof. alternatively, if you hold shares of wesbanco common stock directly in your name, you may vote over the internet or by telephone by following the instructions set forth in the proxy card. by order of the board of directors.",0
415,215419,2012,"ms. england was appointed to the board of directors in october 2010. in 2009 ms. england retired from texas instruments, inc. after a 30-year career there. she was vice president and general manager of rfid from 2004 until june, 2009. she was vice president of a microprocessor division (1998-2004) and prior to that, vice president of quality for the semiconductor group also at texas instruments (1994 until 1998). she has held various engineering, quality and business management positions with texas instruments, inc. ms. england has been actively involved in a number of industry organizations in the semiconductor, defense electronics and rfid industries. ms. england is a member of the board of intelleflex corp., a private company and is a former director of the federal reserve bank of dallas, tx. ms. england has also provided leadership for a broad range of civic, cultural and community organizations most recently serving on the board of the georgia o keeffe museum. ms. england holds a b.s. in chemical engineering from texas tech university. the board believes that ms. england brings to the board thirty years of business, leadership and technology experience. mr. van der merwe is a graduate of university of miami (fl). in addition he has completed executive development programs at the university of cape town (sa) and stanford/national university of singapore. since october 2009 mr. van der merwe has served on the board of directors for the american red cross southeastern pennsylvania chapter. the board believes mr. van der merwe provides the company with extensive global, consumer products, technology related business-to-business and comprehensive management experience. mr. elliott serves as lead director. it is the company's belief that combining the roles of  cotb  and ceo facilitates the decision-making process, increases stability, and unifies the company's strategy behind a single vision. in addition, the company believes that the position of lead director complements the position of  cotb  and ceo by providing independent oversight and shared governance responsibility. ",0
416,215466,2013,"currently, mr. robert e. mellor serves as  cotb . mr. mitchell j. krebs serves as president, ceo ( ceo ) and director. the board recognizes that one of its key responsibilities is to evaluate and determine its optimal leadership structure so as to provide independent oversight of management. the board understands that there is no single, generally accepted approach to providing board leadership, and that given the dynamic and competitive environment in which the company operates, the right board leadership structure may vary as circumstances warrant. consistent with this understanding, the board considered its leadership structure in connection with the resignation in july 2011 of the company's former president and ceo (who also served as  cotb ). the board determined that the designation of an independent, non-executive  cotb  is optimal for the company at the present time because it provides the board with independent leadership and allows the new ceo to concentrate on the company's business operations. furthermore, the board has determined that seven of its nine directors are independent, and the audit committee, compensation committee and nominating and corporate governance committee are composed solely of independent directors. consequently, independent directors directly oversee such important matters as the company's financial statements, executive compensation, the selection and evaluation of directors and the development and implementation of our corporate governance programs. the board and nominating and corporate governance committee reviews the structure of board and company leadership as part of its annual review of the succession planning process. the board believes that a separate  cotb  and ceo , together with an audit committee, compensation committee and nominating and corporate governance committee each consisting of independent directors, is the most appropriate leadership structure for the board at this time.",0
417,216039,2011,"mr. d arcy currently serves as the ceo of the company and mr. kojaian, a non-management director, serves as  cotb . the board has chosen to separate the principal executive officer and board chair positions because it believes that independent oversight of management is an important component of an effective board and this structure benefits the interests of all shareowners. the company's non-management directors meet without management present at each of the board's regularly scheduled in-person meetings. if the board convenes for a special meeting, the non-management directors will meet in executive session if circumstances warrant. the  cotb , mr. kojaian, who is a non-management director, presides over executive sessions of the board.",0
418,216228,2011,"the board has considered the leadership structure of the company and has determined that the ceo of the company shall also serve as the chairman of the board of directors. the board feels that the combination of these two roles provides efficient and effective use of resources and that mr. loranger's position as chief executive officer gives him unique and valuable insight into matters addressed by the board of directors. the board also believes that it is important for long-term and short-term strategies to be controlled by a singular executive. however, the board of directors appoints an independent presiding director, whose position is described more fully at section iii.g of the board's corporate governance principles, http://www.itt.com/responsibility/governance/principles/. the independent presiding director is available to address issues or concerns raised by other non-management directors, senior executives or major shareholders not readily addressable directly to the chairman, president and chief executive officer. the independent presiding director advises the chairman, president and chief executive officer and communicates any issues or concerns to or from the full board and the chairman, president and chief executive officer. the independent presiding director assists the chairman, president and chief executive officer in developing appropriate schedules and agendas for board and committee meetings, and acts on behalf of the chairman, president and chief executive officer and the board as a formal coordinating point for facilitating, canvassing, reconciling and communicating board issues, concerns and recommendations. the independent presiding director chairs regular meetings of the independent directors, including presiding over executive sessions. the board of directors has selected ralph f. hake as its independent presiding director, to serve a one-year term, expiring in may 2011. ",1
419,216228,2012,"the board believes that the decision as to whether to combine or separate the chief executive officer and chairman of the board of directors positions will depend on the facts and circumstances facing the company at a given time and could change over time. in today's challenging economic and regulatory environment, directors, more than ever, are required to spend a substantial amount of time and energy in successfully navigating a wide variety of issues and guiding the policies and practices of the companies they oversee. to that end, we believe that, although we do not have a formal policy with respect to separation of the chairman and chief executive officer positions, that having a separate chairman, whose sole job is to lead the board, allows our chief executive officer, ms. ramos, to completely focus her time and energy on running the day-to-day operations of our company. the board believes that the company's current leadership structure does not affect the board's role in risk oversight of the company. ",0
420,225051,2010,"the board does not have a policy regarding the separation of the roles of ceo and  cotb . presently, the roles of the  cotb  and ceo of the company are held by one individual, bernard briskin. the board believes that at this time the needs of the company are best served by combining these roles under the direction of mr. briskin. this structure allows mr. briskin to more effectively act as a bridge between management and the board. mr. briskin has extensive experience with the company which dates back to 1963, a detailed knowledge of the company's operations and an ability to promote communication and synchronize activities between the board and management and to provide consistent leadership in coordinating the strategic objectives of both groups. the combined role reduces ambiguity regarding accountability. the company does not have a lead independent director. however, two-thirds of the present board consists of independent directors, all of whom serve on committees of the board of directors and communicate on a regular basis with mr. briskin. in addition, they bring a broad range of leadership experience to the board and regularly contribute to the thoughtful discussion important to overseeing the business and presenting sometimes differing viewpoints to be considered and debated amongst the board and, in some cases, management prior to making significant decisions.",1
421,225648,2011," for the last seven years, the company has maintained a separation of the roles of  cotb  and  ceo . the  cotb  has held the role of overseeing the board and working with and providing guidance to the ceo on the company's overall strategic objectives and risk management. the  cotb  of the nominating and governance committee will act as lead director in the event of a potential conflict of interest involving the  cotb . in addition to being the primary liaison with the  cotb  and the board, the  ceo 's role is to directly oversee the ",0
422,230498,2013,"we are again providing our shareholders with the opportunity to cast an advisory vote regarding the compensation of our executives as our board of directors determined it would be in the best interest of our shareholders and the company to hold an advisory vote on executive compensation annually. last year, more than 87% of the votes cast were in favor of our executive compensation. since november 1, 2013, mr. voorhees has served as our  ceo , and mr. felker has served as our non-executive  cotb . we decided to separate the roles of ceo and  cotb  following the retirement of our former ceo and  cotb , james a. rubright, because the board now believes that clear delineation of the role of the non-executive  cotb  minimizes duplication of effort between our ceo and our non-executive  cotb . the role of our non-executive  cotb  is to provide oversight, direction and leadership to our board and to facilitate communication among our directors and the regular flow of information between our management and our directors. in addition, the non-executive  cotb  will serve as the  cotb  of our executive committee; preside at our shareholder meetings, board meetings and executive sessions; and provide input to our compensation committee and our nominating and corporate governance committee, as appropriate, with respect to the performance evaluation process of our ceo , our annual board performance self-evaluation process and our management succession planning. fulfilling the roles and responsibilities outlined above, our non-executive  cotb  provides strong leadership for our board, while recognizing our ceo as the leader of our company with respect to our business partners, employees, shareholders and other parties. our ceo continues to regularly communicate with the individual members of our board. ",0
423,230557,2016,"our two principal board leadership positions are: (i)  cotb ; and (ii) lead independent director, which was created and first filled in july 2004. the lead independent director position is defined in our corporate governance guidelines and is very similar to the role of an independent non-executive  cotb . we believe that our current board leadership structure provides effective oversight of management and strong leadership of the independent directors. the corporate governance and nominating committee also conducts annual self-assessments of the board and its various committees and evaluates their effectiveness. in overseeing the analysis and management of risk, the board regularly receives, analyzes, and makes due inquiry regarding reports from its various committees and management regarding risk. we believe our board's leadership structure and the lead independent director position supports the board's ability to effectively evaluate and manage risk. selective has two performance-based stockholder approved plans: (i) the omnibus stock plan; and (ii) the cash incentive plan. while the sebc generally seeks to preserve deductibility under code section 162(m), there may be situations where the sebc makes compensation decisions that it believes are in the best interests of the company in which certain compensation would not be deemed performance-based compensation deductible under code section 162(m). in february 2012, the sebc approved a single performance measure under our cash incentive plan to allow annual cash awards to our executives, including our neos, to qualify as performance-based compensation under code section 162(m). the single performance measure is positive net income determined in accordance with generally accepted accounting principles. in determining actual annual cash awards to our executive officers under the cash incentive plan, the sebc may adjust the maximum possible payout downwards, based upon the respective accomplishments and contributions of the executives and the corporate acip measures, as described more fully in the sections above entitled, 2013 acip payment opportunities and awards for neos and 2013 compensation actions for the ceo and the other neos. this arrangement does not result in any duplication of payouts.",1
424,277135,2011,"the board has carefully considered its leadership structure and believes that a combined  cotb / ceo  position represents the best leadership structure for the company. the board has strong governance structures and processes in place to ensure the independence of the board. these established structures and processes, which are reflected in the operating principles for the board of directors and the various committee charters, provide for the independent directors to exercise authority so that the board is effective in overseeing critical matters of strategy, operations, and reporting. important duties performed by the independent directors, either collectively or through committees made up solely of independent directors, are selecting the  cotb  and ceo and evaluating his or her performance and the resulting compensation. the board believes that a single individual serving in the combined position of  cotb  and ceo provides a useful and effective connection between the board and company management to help them act with a common understanding and purpose. this structure assists in the timely flow of relevant information that supports effective board decision-making. the board does not believe that separating the role of the  cotb  and ceo would result in strengthening our corporate governance or in creating or enhancing long-term value for our shareholders. while the board generally believes that splitting the positions is unnecessary and not in the best interest of shareholders, it temporarily separated the two positions in 2008 as part of a planned leadership succession process. the separation of these functions helped promote an orderly transition in company leadership. at the end of the transition period, after consideration of the company's governance structures, the board determined it was appropriate to combine the  cotb  and ceo positions. in deciding that a combined  cotb  and ceo position is the appropriate leadership structure for the company, the board also recognized the need for independent leadership and oversight. since 1995, the company's operating principles for the board of directors have assigned a leadership role to the independent director serving as  cotb  affairs and nominating committee. over time, this director has been responsible for facilitating board involvement on major issues and/or proposals, reviewing meeting agenda and information to be provided to the board, consulting with directors, the  ceo , and management and presiding at executive sessions of the board. in 2010, the board revised its operating principles and by-laws to create the leadership position of lead director, to be elected annually by and from the board's independent directors. among the duties assigned to the lead director is the responsibility for: presiding at meetings of the board at which the  cotb  is not present, including executive sessions of the independent directors; serving as the primary liaison between the  cotb  and the independent directors; reviewing and approving the types of information sent to the board; reviewing and approving meeting agenda for the board to insure that critical issues are included; reviewing and approving meeting schedules to insure that there is sufficient time for discussion of all agenda items; conducting the board's annual self-evaluation, including coordinating board committee evaluations; leading the  cotb / ceo  evaluation and communicating to the  cotb / ceo  the independent directors' annual evaluation of the  cotb / ceo 's performance; and calling meetings of the independent directors if appropriate. we believe that given the company's corporate governance structures and processes, a combined  cotb  and ceo position in conjunction with an independent lead director provides effective oversight of management by the board and results in a high level of management accountability to shareholders.",1
425,277135,2012,"the board has carefully considered its leadership structure and believes that a combined chairman/chief executive officer position represents the best leadership structure for the company. the board has strong governance structures and processes in place to ensure the independence of the board. these established structures and processes, which are reflected in the operating principles for the board of directors and the various committee charters, provide for the independent directors to exercise authority so that the board is effective in overseeing critical matters of strategy, operations, and reporting. important duties performed by the independent directors, either collectively or through committees made up solely of independent directors, are selecting the chairman and chief executive officer and evaluating his or her performance and the resulting compensation. the board believes that a single individual serving in the combined position of chairman and chief executive officer provides a useful and effective connection between the board and company management to help them act with a common understanding and purpose. this structure assists in the timely flow of relevant information that supports effective board decision-making. the board does not believe that separating the role of the chairman and chief executive officer would result in strengthening our corporate governance or in creating or enhancing long-term value for our shareholders. while the board generally believes that splitting the positions is unnecessary and not in the best interest of shareholders, it temporarily separated the two positions in 2008 as part of a planned leadership succession process. the separation of these functions helped promote an orderly transition in company leadership. at the end of the transition period, after consideration of the company's governance structures, the board determined it was appropriate to combine the chairman and chief executive officer positions. ",1
426,277948,2012,"csx combines the roles of chairman and chief executive officer, which is balanced through the appointment of an independent presiding director. the board believes that combining the positions of chairman and chief executive officer provides clarity of leadership and is in the best interests of the company and shareholders at this time. the board believes that the use of a presiding director with carefully delineated duties provides appropriate independent oversight of management. independent oversight has been further assured by having only one member of management on the board. the non-management directors regularly meet alone in executive session at board meetings. ",1
427,277948,2014,"section. shareholders who wish to nominate a director nominee should do so in accordance with the nomination provisions of the company's bylaws. in general, a shareholder nomination for the 2015 annual meeting should be delivered to the company at least 90 days but no more than 120 days prior to the first anniversary of this year's annual meeting date unless the date of the 2015 annual meeting is more than 30 days before or more than 70 days after such anniversary, in which case the proposal must be received not earlier than the 120 day prior to the anniversary date of the 2014 annual meeting and not later than the close of business on the later of the 90 day prior to the anniversary date of the 2014 annual meeting and the 10 day following the day on which the company first publicly announces the date of the 2015 annual meeting. nominations should be accompanied by a description of the proposed nominee's qualifications and experience and his or her consent to serve if elected. a shareholder's notice regarding any such nomination should also indicate the nominating shareholder's name and address and the class and number of shares that he or she owns along with all other information required under article i, section 11(a)(ii) of the company's bylaws. csx combines the roles of  cotb  and  ceo , which is balanced through the appointment of an independent presiding director. the board believes that combining the positions of  cotb  and ceo provides clarity of leadership and is in the best interests of the company and shareholders at this time. the board believes that the use of a presiding director with carefully delineated duties provides appropriate independent oversight of management. independent oversight has been further assured by having only one member of management on the board. the non-management directors regularly meet alone in executive session at board meetings. the presiding director is an independent director selected annually by the governance committee. mr. kelly currently serves as the presiding director. the duties of the presiding director include: (i) presiding at all meetings of the board at which the  cotb  is not present; (ii) serving as liaison between the  cotb  and the independent directors; (iii) approving information, meeting agendas and meeting schedules sent to the board; (iv) calling meetings of independent directors when appropriate; (v) pre-clearing all transactions in csx securities by a director, the president and  ceo , and the executive vice president-law & public affairs, general counsel and corporate secretary; and (vi) being available for direct communication with major shareholders as appropriate. the csx board has six standing committees: the audit committee, the compensation committee, the executive committee, the finance committee, the governance committee, and the public affairs committee. each of these committees has a written charter approved by the board, a copy of which can be found on the company's website at",1
428,278166,2017,"the board does not have a policy regarding the separation of the roles of ceo and  cotb  as the board believes it is in the best interests of cavco to make that determination based on the position and direction of cavco and the membership of the board. the board has determined that having cavco's ceo serve as  cotb  is in the best interest of cavco's shareholders at this time. this structure makes the best use of the  ceo 's extensive knowledge of cavco and its industry, as well as fostering greater communication between cavco's management and the board. cavco does not have a lead independent director. ",1
429,310142,2011,"except as noted, all nominees have held their current positions or otherwise have served in their respective positions with the listed organizations for more than five years. no director, nominee for director or executive officer had any material interest, direct or indirect, in any business transaction of the company or any subsidiary since the beginning of 2010 nor does any director, nominee or executive officer have any material interest, direct or indirect, in any such proposed transaction, except that (1) sealed air corporation, of which mr. hickey is president &  ceo , purchased $133,534 and $90,649 in colors from one or more units of the company in 2010 and 2009, respectively, and (2) during 2009 the company hired paul manning, the son of kenneth p. manning (sensient's  cotb  and  ceo ), and he currently serves as the president of the color group. see transactions with related persons below. the board has determined that all members of the board, except mr. manning, are independent under the applicable rules of the new york stock exchange and the securities and exchange commission (the sec ). see corporate governance director independence below. board leadership structure; executive sessions of non-management and independent directors mr. manning has been an officer and director of the company for over 20 years, having served as its ceo since 1996 and its  cotb  since 1997. his employment agreement with the company calls for him to continue to serve the company as its  cotb  and ceo through january 1, 2013, and the board believes the combination of those roles remains appropriate in light of his leadership of the company. mr. manning's employment agreement expresses a mutual intention that mr. manning will continue as a non-employee  cotb  for two years after his retirement as an employee to assist both the board and management during that transition. ",1
430,311094,2015,"the board of directors has considered whether any relationships or transactions related to a director were inconsistent with a director's independence. based on this review, the board has determined that e. allen, l.e. bartolini, e.j. bowler, a.c. latno, jr., p.d. lynch, c.c. macmillan, r.a. nelson, and e.b. sylvester are independent directors as defined in n our board believes that the most effective leadership structure for the corporation at this time is to combine the responsibilities of the  cotb  and ceo , a structure that has been successful since 1989. the combined positions avoid a duplication of efforts, enable decisive leadership, ensure a clear accountability for the performance of the corporation, a more rapid implementation of decisions, and a consistent vision. given the size of our employee base and our level of assets relative to larger, more complex banking structures, our corporation is particularly well suited to combine the  cotb  and ceo functions. furthermore, our management team has an average tenure of 20 years and does not require the substantial oversight needed by a less experienced team, which has allowed our  cotb  and ceo to lead the corporation through eleven acquisitions since 1992. to ensure strong board oversight eight of our nine directors are, as noted above, independent as defined by n . only non-management directors sit on board committees, with the exception of the executive committee, and every non-management director sits on one or more of these committees. all non-management directors meet at least four times a year outside the presence of the  cotb  and ceo and although a lead director has not been appointed, pertinent information from these meetings is regularly communicated to the  cotb  and ceo . the board completes an annual board evaluation that is discussed by the nominating committee and presented to the full board. the board of the corporation also serves as the board of directors of westamerica bank, and as such is well informed of bank operations through regular reports and discussions on the operations of the bank. the directors longevity with the corporation has exposed them to a wide range of business cycles which plays a critical role in maintaining the profitability of the corporation through the current economic environment.",1
431,311471,2011,"the board believes that the company and its shareholders are best served at this time by a leadership structure in which a single leader serves as  cotb  and ceo and the board appoints an independent director to preside over executive sessions of independent directors. combining the roles of  cotb  and ceo makes clear that the person serving in these roles has primary responsibility for managing our business, subject to the oversight and review of the board. under this structure, the  cotb  and ceo chairs board meetings, where the board discusses strategic and business issues. the board believes that this approach is preferable because the ceo is the individual with primary responsibility for implementing the company's strategy, directing the work of other officers, and leading implementation of the company's strategic plans as approved by the board. this structure creates a single leader who is directly accountable to the board and, through the board, to shareholders, and enables the ceo to act as the key link between the board and other members of management, such as the president and chief operating officer who oversees our operations. because the ceo works closely with our management team, he is in the most knowledgeable position to determine the timing for board meetings and establish agendas for a board meeting. however, any director can, and many from time to time do, propose agenda items for a board meeting. in addition, mr. hill personally brings extensive leadership and industry experience to the combined role of  cotb  and  ceo . mr. hill has worked in the energy industry since 1981, including 15 of those years devoted primarily to the exploration and production business. the board has not formally designated a lead independent director. however, the board appointed mr. john h. williams, the  cotb  of the nominating committee, to preside over executive sessions of independent directors. the board believes that having a single leader serving as  cotb  and  ceo , together with an experienced director appointed to preside over executive sessions of independent directors, is the most appropriate leadership structure for the board at this time. however, the board maintains the flexibility to modify this leadership structure should it determine in the future that the two roles should be separated based upon the board's assessment of the company's needs and leadership from time to time.",1
432,313143,2016,"the board has adopted a policy and procedures for the disclosure, review, approval or ratification of any transaction in which the company or one of its subsidiaries is a participant and in which any related person (director, executive officer or their immediate family members, or stockholders owning 5% or more of the company's outstanding stock) has a direct or indirect material interest. the policy requires that transactions involving a related person be reviewed and approved in advance. the board of directors reviews the transaction in light of the best interests of the company and determines whether or not to approve the transaction. the policy requires that executive officers and directors of the company report proposed related party transactions to the company's chief legal officer, who will bring the proposed transaction to the attention of the board of directors. the company is not aware of any transaction required to be reported under item 404(a) of regulation s-k promulgated by the securities and exchange commission since the beginning of fiscal accordingly, the board of directors believes ratification of the appointment of ernst &young as the company's independent registered public accounting firm for the fiscal year 2016 is in the best interests of the company and its stockholders and recommends a vote for this item 3.we believe that having separate individuals serving in the roles of  cotb  and ceo is appropriate for the company at this time in recognition of the different responsibilities of each position and to foster independent leadership of our board. this structure allows the ceo to focus on the day-to-day leadership of the company and its operations and the  cotb  to focus on leadership of the board, while both individuals provide direction and guidance on strategic initiatives. ",0
433,313616,2017,"our board of directors recognizes that danaher's success over the long-term requires a strong framework of corporate governance that serves the best interests of all our shareholders. below are highlights of our corporate governance framework: our board of directors recognizes that danaher's success over the long-term requires a strong framework of corporate governance that serves the best interests of all our shareholders. below are highlights of our corporate governance framework, and additional details follow in the sections below: the board has separated the positions of  cotb  and ceo because it believes that, at this time, this structure best enables the board to ensure that danaher's business and affairs are managed effectively and in the best interests of shareholders. this is particularly the case in light of the fact that the company's  cotb  is steven rales, a co-founder of the company who owns approximately 6.3% of the company's outstanding shares, served as ceo of the company from 1984 to 1990 and continues to serve as an executive officer of the company. as a result of his substantial ownership stake in the company, the board believes that mr. rales is uniquely able to understand, articulate and advocate for the rights and interests of the company's shareholders. moreover, mr. rales uses his management experience with the company and board tenure to help ensure that the non-management directors have a keen understanding of the company's business as well as the strategic and other risks and opportunities that the company faces. this enables the board to more effectively provide insight and direction to, and exercise oversight of, the company's president and ceo and the rest of the management team responsible for the company's day-to-day business (including with respect to oversight of risk management). ",0
434,314606,2011,"the board does not have a formal policy as to whether the role of the  cotb  and the ceo ( ceo ) should be separate; rather the board evaluates its leadership structure on an ongoing basis. the decision on whether to combine or separate the  cotb  and ceo role is determined on the basis of what the board considers to be best for the company at any given point in time. geokinetics current board leadership structure separates the role of  cotb  and ceo . presently, the board believes that the separation of the two roles is appropriate because it, among other things, provides an important balance of responsibilities with the  cotb  directing board operations and leading the board in its oversight of management, and the ceo focusing on developing and implementing the company's board-approved strategies and managing its day-to-day business. further, the board believes this structure provides for increased independence between the board and management. the board has an active role in overseeing the company's risk management. the board regularly reviews information presented by management regarding the company's business and operations risks, including those relating to financial, safety, compliance and security risks, and monitors risk areas through board reports and discussions regarding risk areas at board meetings. the board also reviews and approves corporate goals and capital budgets on an annual basis. further, pursuant to its charter, the audit committee reviews with the board any issues that may arise in the performance of its duties, including those relating to the quality or integrity of the company's financial statements, the company's compliance with legal or regulatory requirements and its code of ethics and business conduct, the company's compliance with its risk management policies and procedures, and the performance of the internal audit, ethics and compliance functions.",0
435,314808,2010,"daniel w. rabun  cotb , president and ceo william s. chadwick, jr. executive vice president and chief operating officer patrick carey lowe senior vice president john mark burns senior vice president james w. swent iii senior vice president chief financial officer thomas l. kelly ii director and director nominee paul e. rowsey, iii gerald w. haddock rita m. rodriguez director and director nominee david m. carmichael c. christopher gaut keith o. rattie j. roderick clark all directors and executive officers as a group (19 persons, including those named above) as of 31 march 2010, there were 142,513,347 shares outstanding. unless otherwise indicated, each person or group has sole voting and dispositive power with respect to all shares. based on the schedule 13g filed on 11 march 2010, fmr, llc and/or certain related parties described in the schedule 13g may be deemed to be the beneficial owners of 14,394,529 shares as of 31 december 2009, for which they have sole voting power for 621,821 shares. includes shares immediately issuable upon exercise of stock options as of 31 march 2010 and shares issuable upon exercise of stock options that vest within 60 days of 31 march 2010, and unvested shares of restricted stock that vest at an annual rate as follows: daniel w. rabun serves as our  cotb , president and ceo . the board believes that mr. rabun is well-qualified to serve as  cotb . the board also believes that independent oversight of management is an important component of an effective board of directors. the independent board members have determined that the most effective board leadership structure for our company at the present time is for the ceo to also serve as  cotb , a structure that has served ensco well for many years. the board has authority to modify this structure to best address the company's unique circumstances and advance the best interests of all shareholders as and when appropriate. the board also believes, for the reasons set forth below, that its existing corporate governance practices achieve independent oversight or management accountability. our governance practices provide for strong independent leadership, independent discussion among directors, independent evaluation of, and communication with, many members of senior management, and oversight of the company's operational, fiscal and risk management activities. these governance practices are reflected in the ensco corporate governance policy and the standing committee charters, which are available on our website. relevant provisions of the ensco corporate governance policy include: independent directors meet at regularly scheduled executive sessions outside the presence of the ceo and other company personnel at each regular board meeting and may convene additional executive sessions during any board meeting or by notice of a special board meeting, which any two directors may cause to be called. in lieu of a single lead director, the chairperson of the audit committee and the chairperson of the compensation committee rotate the function of lead director and act as chairperson of executive sessions of the independent directors. the lead director then serves as the interface between the independent directors and the ceo in communicating the matters discussed during executive sessions. the board believes that this structure facilitates full and frank discussions among all independent directors by broadening the responsibility of chairing the executive sessions. independent directors have open access to ensco's management and independent advisors, such as attorneys or auditors. independent directors are encouraged to suggest items for inclusion in the agenda for board meetings and are free to raise subjects that are not on the meeting agenda.",1
436,315189,2013,"the chairman of the board also serves as our chief executive officer. the board believes that combining the chairman and chief executive officer roles is the most appropriate structure for the company at this time because: (1) the board believes this structure has a longstanding history of serving our stockholders well, through many economic cycles, business challenges, and succession of multiple leaders; (2) the board believes its governance processes, as reflected in the corporate governance policies and board committee charters, preserve board independence by ensuring independent discussion among directors and independent evaluation of, and communication with, members of senior management, and (3) the board believes the enhanced role of the independent presiding director strengthens the company's governance structure such that separation of the chairman and chief executive officer roles is unnecessary at this time.",1
437,315189,2013,"the chairman of the board also serves as our chief executive officer. the board believes that combining the chairman and chief executive officer roles is the most appropriate structure for the company at this time because: (1) the board believes this structure has a longstanding history of serving our stockholders well, through many economic cycles, business challenges, and succession of multiple leaders; (2) the board believes its governance processes, as reflected in the corporate governance policies and board committee charters, preserve board independence by ensuring independent discussion among directors and independent evaluation of, and communication with, members of senior management, and (3) the board believes the enhanced role of the independent presiding director strengthens the company's governance structure such that separation of the chairman and chief executive officer roles is unnecessary at this time.",1
438,315293,2010,"since april 4, 2005, the positions of chief executive officer and chairman of the board of directors have been held by separate individuals. on april 4, 2005, gregory c. case was named aon's president and chief executive officer, and patrick g. ryan, who had served as aon's chief executive officer prior to that time, became the executive chairman of aon's board of directors. after having served as aon's chief executive officer since 1982 and as aon's chairman since 1990, mr. ryan moved into the executive chairman position to continue to provide executive leadership to aon and to facilitate the transition of the management of day- to- day operations to mr. case. effective august 1, 2008, upon the retirement of mr. ryan, lester b. knight was elected non- executive chairman of aon's board of directors. the position of non- executive chairman is independent from aon management. as non- executive chairman, mr. knight sets the agendas for and presides over the board meetings and also chairs executive sessions of the non- management directors of the board. the chief executive officer is also a member of the board and participates in its meetings. the board of directors believes the separation of the positions of chief executive officer and chairman is the appropriate structure at this time, as it allows the chief executive officer to focus on the management of aon and the chairman to ensure that the board is focused on its oversight responsibilities, including independent oversight of aon management",0
439,315293,2012,"since 2005, the positions of chief executive officer and chairman of the board of directors have been held by separate individuals. effective august 1, 2008, lester b. knight was elected non-executive chairman of aon's board of directors. the position of non-executive chairman is independent from aon management. as non-executive chairman, mr. knight sets the agendas for and presides over the board meetings and also chairs executive sessions of the non-management directors of the board. the chief executive officer is also a member of the board and participates in its meetings. the board of directors believes the separation of the positions of chief executive officer and chairman is the appropriate structure at this time, as it allows the chief executive officer to focus on the management of aon and the chairman to ensure that the board is focused on its oversight responsibilities, including independent oversight of aon management. ",0
440,315709,2011,"pursuant to the company's bylaws, the president of the company shall be the ceo (' ceo  '). the board appoints one of its members to be the  cotb  and the  cotb  position is not deemed or considered an officer position of the company. the board does not have a policy on whether the role of  cotb  and ceo should be separate or combined, but currently believes that the most effective leadership structure for the company is to combine these responsibilities. the structure avoids duplication of efforts that can result from the roles being separated and avoids confusion within and outside of the company with respect to who is the highest ranked officer of the company. the board also believes that combining these roles enhances accountability for the company's performance by avoiding confusion about who is the highest ranked officer. furthermore, as the company has combined these roles for almost twenty years separating them could cause significant disruption in oversight and lines of reporting. nevertheless, depending upon the circumstances, the board could choose to separate the roles of  cotb  and ceo in the future. the company does not have a designated lead independent director. to help ensure oversight by our independent directors, our audit, compensation, stock option and long-term restricted stock unit committees are composed only of independent directors, as defined in the applicable nasdaq marketplace rules and securities laws. the entire board is responsible for overseeing all aspects of management of the company, including risk oversight.",1
441,315852,2011,"for the past three years, the company's chief executive officer, john pinkerton, has been elected by the board to serve as the chairman of the board. in accordance with the company's corporate governance guidelines, so long as the chairman of the board is an officer of the company, the board annually elects a lead independent director. for the past three years while mr. pinkerton has been elected chairman, the board has elected v. richard eales as the lead independent director. the company has not made a commitment to its chief executive officer to elect him as chairman and the company has no contractual obligation to mr. pinkerton in the event he is not elected to serve as the chairman of the board nor would any such obligation accrue in the event mr. pinkerton were not elected chairman in the future. while the company acknowledges that having a shared chief executive officer and chairmanship can present an issue for some companies or some boards, the company, the governance and nominating committee and the board do not believe there is any material corporate governance benefit to having an independent director serve as chairman of the board of the company. therefore, the company has not mandated that the chairman be an independent director in its corporate governance guidelines. the chairman of the board of the company does not have any enhanced rights as a director, but has the same voting authority as any other director and the role of chairman is one which is principally that of presiding at board meetings and taking the initiative on establishing the proposed agenda for board meetings, which is a role senior management of the company would play a significant part in regardless of which director serves as chairman. further, among the responsibilities of the lead independent director is to be directly involved in setting the agenda for board meetings and the company's independent board members regularly communicate with the chairman directly with regard to their interest in having particular issues or topics addressed in a board meeting. as a result, input from the independent members of the board is consistently considered in developing the board's agenda whether or not a management director is elected as the chairman. additionally, the board has established a board calendar which includes a number of regular agenda items to insure that the board spends an appropriate amount of time considering the key matters which are important to the growth and development of the company at regular and established intervals. as a result of these various factors, the company does not believe there is any corporate governance enhancement or benefit to the company or its stockholders if it were to require that the chairman be elected from the independent members of the board. accordingly, the board may elect as chairman any member of the board. as described above, the company's corporate governance guidelines ensure that the independent directors have a lead independent director to chair executive sessions of the board and to assist with interface between the chairman and the independent directors when a management director is elected chairman. additionally, as previously described, all of the directors of the company regularly communicate with the chairman and each other resulting in communication by and among the independent and management members of the board to facilitate the appropriate functioning of the board and its committees. ",1
442,316206,2011,"we believe that the composition of our board and its committees results in a strong leadership structure for our company. as of the date of this proxy statement, our board has eleven directors, comprised of one  cotb  (who is not the chief executive officer and president of the company), nine additional non-employee members, and the chief executive officer and president of the company. biographies of our directors can be found in the election of directors section beginning on page 8. the board has the following four standing committees: (1) audit, (2) capital, (3) compensation and option and (4) corporate governance and nominating. the current committee membership, the number of meetings held during the last fiscal year and the function of each of the standing committees are described in the board meetings and committees section beginning on page 11. each of the standing committees operates under a written charter adopted by the board. all of the committee charters are available on the company's website at www.starwoodhotels.com/corporate/investor _ relations.html. ",0
443,316206,2012,"our board leadership structure currently consists of a chairman (who is not the chief executive officer and president of the company), the chief executive officer and president of the company, nine outside directors and four committee chairs. the board of directors believes that having a separate independent director serve as chairman promotes clear, independent board leadership and engagement. the board of directors also believes it is well served by having the chief executive officer and president of the company serve as a member of the board, as the chief executive officer and president of the company has primary responsibility for managing the company's day-to-day operations and, consequently, a unique understanding of the company's operations, and the hotel and leisure industry generally. ",0
444,316709,2011,"the chairman of the board is charles r. schwab. the chairman and chief executive officer roles are split, and mr. bettinger serves as chief executive officer. the chairman of the board approves the agenda for board meetings and leads the board in its discussions. mr. schwab and mr. bettinger, as the only two management directors, do not participate in sessions of non-management directors. as provided in our corporate governance guidelines, non-management directors meet regularly in executive session without management. the chairman of the nominating and corporate governance committee presides over the executive sessions of non-management directors. mr. herringer, as chairman of the nominating and corporate governance committee in 2010, led the non-management directors in executive session. the board has three standing committees (audit, compensation, and nominating and corporate governance) that are composed entirely of independent directors and are chaired by independent directors. given the role and scope of authority of these committees, and that 80% of the board is composed of independent directors, the board believes that its leadership structure, with the chairman of the board leading board discussions, and the chairman of the nominating and corporate governance committee leading non-management executive sessions, is appropriate. ",0
445,317771,2010,"when mr. birck originally stepped down as ceo and president in 2000, the company separated the position of chairman from the ceo position. because mr. birck continues to serve as an executive officer in his role as chairman, the board has established a lead director position that rotates among the independent directors who serve as chairs of the board committees. the company believes that this separation of responsibilities provides a balanced approach to managing the board and overseeing the company. in addition, the nominating and governance committee, which is comprised entirely of independent directors, holds significant governance responsibilities. key responsibilities of the nominating and governance committee include: maintaining oversight to ensure that adequate structure and accountability processes are in place by the board in the key areas of strategic planning, financial control, conflict of interest, succession planning, director compensation and compliance. reviewing and evaluating, at least annually, the collective performance of the board, the chairman and each board committee. reviewing the knowledge, skills, experience and diversity of the board, and based on the results: (i) define the skills, experience and diversity to be maintained or added; and/or (ii) set appropriate qualifications for board candidates. reviewing the impact to the company in the event a director experiences a job change or is offered a new director position at a private company in a related business or any public company. reviewing and nominating current and potential board candidates based on the board's criteria for eligibility and necessary qualifications including in particular, board candidates for a term extending beyond their 72nd birthday. the board, lead director (on behalf of the independent directors) and each committee are authorized to directly engage outside consultants and legal counsel to assist and advise the board, lead director and each committee as each believes useful or necessary. the compensation committee uses the services of an independent compensation consultant, pearl meyer & partners, as an outside advisor (the compensation consultant).",0
446,318154,2010,"mr. sharer holds the position of chairman and ceo. the board currently believes that the company and its stockholders are best served by having mr. sharer serve in both positions. mr. sharer is most familiar with our highly complex and long- cycle business and the unique challenges we face in the current environment. the board believes mr. sharer is best situated to set the agenda items and lead discussions on the important matters affecting us. mr. sharer's wealth of knowledge regarding company operations and the industries and markets in which we compete positions him to best identify matters for board review and deliberation. additionally, the combined role of chairman and ceo facilitates centralized board leadership in one person so there is no ambiguity about accountability. this structure also eliminates conflict between two leaders and minimizes the likelihood of two spokespersons sending different messages. other than mr. sharer, all members of the board are independent and our key committees are comprised solely of independent board members. in addition, at each regularly scheduled board meeting, independent directors meet in an executive session without mr. sharer present to review company performance, management effectiveness, proposed programs and transactions and the board meeting agenda. these independent sessions are organized and chaired by a presiding independent director, mr. herringer, the chair of the governance committee. in addition, the board currently believes that a single person, acting in the capacities of chairman and ceo, serves as a bridge between the board and management and provides critical leadership for carrying out our strategic initiatives and confronting our challenges. mr. sharer's day- to- day insight into our challenges facilitates a timely deliberation by the board of important matters. in short, the board currently believes that the company can more effectively execute its strategy and business plans to maximize stockholder value if our chairman is also a member of the management team. in this regard, the board's current leadership structure is consistent with the practice at many large u.s. companies. there is no consensus in the u.s. that separating the roles is a governance best practice nor that combining the roles adversely affects corporate financial performance. american companies have historically followed a model in which the ceo also serves as  cotb ; this is particularly true for larger companies where the complexities of the issues often warrant a combined position to ensure effective and efficient board meetings, information flow, crisis management and long- term planning.",1
447,318154,2011,"mr. sharer holds the position of chairman and ceo. the board currently believes that the company and its stockholders are best served by having mr. sharer serve in both positions. mr. sharer is most familiar with our highly complex and long-cycle business and the unique challenges we face in the current environment. the board believes mr. sharer is best situated to set the agenda items and lead discussions on the important matters affecting us. mr. sharer's wealth of knowledge regarding company operations and the industries and markets in which we compete positions him to best identify matters for board review and deliberation. additionally, the combined role of chairman and ceo facilitates centralized board leadership in one person so there is no ambiguity about accountability. this structure also eliminates conflict between two leaders and minimizes the likelihood of two spokespersons sending different messages. in addition, the board currently believes that a single person, acting in the capacities of chairman and ceo, serves as a bridge between the board and management and provides critical leadership for carrying out our strategic initiatives and confronting our challenges. mr. sharer's day-to-day insight into our challenges facilitates a timely deliberation by the board of important matters. in short, the board currently believes that the company can more effectively execute its strategy and business plans to maximize stockholder value if our chairman is also a member of the management team. in this regard, the board's current leadership structure is consistent with the practice at many large u.s. companies. there is no consensus in the u.s. that separating the roles is a governance best practice nor that combining the roles adversely affects corporate financial performance. american companies have historically followed a model in which the ceo also serves as  cotb ; this is particularly true for larger companies where the complexities of the issues often warrant a combined position to ensure effective and efficient board meetings, information flow, crisis management and long-term planning. ",1
448,318154,2014,"our current leadership structure and governing documents permit the roles of  cotb  and ceo to be filled by the same or different individuals. the board has currently determined that it is in the best interests of the company and our stockholders to have mr. bradway, our ceo and president, serve as  cotb , coupled with an active lead independent director. as such, mr. bradway holds the position of  cotb , ceo and president, and dr. coffman serves as the lead independent director. the board believes that the company and our stockholders have been best served by having mr. bradway in the role of  cotb  and ceo for the following reasons: mr. bradway is most familiar with our business and the unique challenges we face. mr. bradway's day-to-day insight into our challenges facilitates a timely deliberation by the board of important matters. mr. bradway has and will continue to identify agenda items and lead effective discussions on the important matters affecting us. mr. bradway's knowledge regarding our operations and the industries and markets in which we compete positions him to identify and prioritize matters for board review and deliberation. as  cotb  and ceo , mr. bradway serves as an important bridge between the board and management and provides critical leadership for carrying out our",1
449,318833,2013,"our board has determined that its current structure, with a combined ceo and  cotb , an independent lead director, and independent directors, is in the best interests of the company and its shareholders. specifically, our board has found that having our ceo serve as  cotb  is in the best interests of the company's shareholders, because this structure makes the best use of our ceo 's extensive knowledge of the company and its industry, as well as fostering greater communication between the company's management and the board. our board designated the position of lead independent director in order to clarify and centralize the work of the independent directors. to further clarify the role of the independent directors in the governance of the company, our board established duties and responsibilities for the position of lead director. mr. waters was appointed to this position by the independent directors and has served as our lead director since june 2007. the lead director (i) presides at all meetings of the board at which the  cotb  is not present, including executive sessions of the independent directors, and sets agendas for executive sessions; (ii) assists the  cotb  in the management of board meetings; (iii) monitors and responds directly to shareholder and other stakeholder questions and comments that are directed to the lead director or to the independent directors as a group, with consultation with the  cotb  and ceo or other directors or management as the lead director deems appropriate; (iv) reviews and coordinates meeting agendas, information, number of board meetings and schedules for the board; (v) ensures personal availability for consultation and communication with independent directors and with the  cotb  and ceo or management, as appropriate; (vi) provides guidance on director orientation; and (vii) calls special meetings of the independent directors in accordance with our bylaws, as the lead director deems appropriate. our senior vice president, administration, general counsel and secretary supports the lead director in fulfilling the lead director role. our board has adopted corporate governance principles that require that a majority of the board be composed of independent directors. our audit, compensation, and corporate governance and nominating committees are composed entirely of independent directors. in addition, our board provides for regularly scheduled meetings of the independent directors. during fiscal 2013, the independent directors met as a group 5 times. these meetings were conducted, without any member of management or employees of team present (except by invitation), to discuss matters related to the oversight and governance of team, compliance with nyse and sec rules, and the performance of our senior executives.",1
450,318996,2011,"we operate under a leadership structure in which our ceo also serves as  cotb . our board consists of mr. alario, the ceo and  cotb , and eleven other directors (ten other directors, following the annual meeting). our corporate governance guidelines provide that, unless the  cotb  is an independent director, the board will select a lead director from among the independent directors to act as a liaison between the non-management directors and management, chair the executive sessions of non-management directors and consult with the  cotb  on agendas for board meetings and other matters. our corporate governance guidelines also provide that non-management directors will meet in executive session on a regular basis without management present. as described further below under",1
451,319201,2010,"kla-tencor currently separates the positions of chief executive officer and chairman of the board. since october 2006, mr. barnholt, one of our independent directors, has served as our chairman of the board. the responsibilities of the chairman of the board include: setting the agenda for each board meeting, in consultation with the chief executive officer; presiding at executive sessions; facilitating and conducting, with the nominating and governance committee, the annual self-assessments by the board and each standing committee of the board, including periodic performance reviews of individual directors; and conducting, with the compensation committee, a formal evaluation of the chief executive officer and other executive officers in the context of the annual compensation review. separating the positions of chief executive officer and chairman of the board allows our chief executive officer to focus on our day-to-day business, while allowing the chairman of the board to lead the board in its fundamental role of providing advice to and independent oversight of management. the board believes that having an independent director serve as chairman of the board is the appropriate leadership structure for the company at this time. however, our corporate governance standards permit the roles of the chairman of the board and the chief executive officer to be filled by the same or different individuals. this provides the board with flexibility to determine whether the two roles should be combined in the future based on kla-tencor's needs and the board's assessment of the company's leadership from time to time. our corporate governance standards provide that, in the event that the chairman of the board is not an independent director, the independent members of the board will designate a lead independent director. ",0
452,319201,2012,"kla-tencor currently separates the positions of chief executive officer and chairman of the board. since october 2006, mr. barnholt, one of our independent directors, has served as our chairman of the board. the responsibilities of the chairman of the board include: setting the agenda for each board meeting, in consultation with the chief executive officer; chairing the meetings of the board; presiding at executive sessions; facilitating and conducting, with the nominating and governance committee, the annual self-assessments by the board and each standing committee of the board; and conducting, with the compensation committee, a formal evaluation of the chief executive officer in the context of the annual compensation review. separating the positions of chief executive officer and chairman of the board allows our chief executive officer to focus on our day-to-day business, while allowing the chairman of the board to lead the board in its fundamental role of providing advice to and independent oversight of management. the board believes that having an independent director serve as chairman of the board is the appropriate leadership structure for the company at this time. however, our corporate governance standards permit the roles of the chairman of the board and the chief executive officer to be filled by the same or different individuals. this provides the board with flexibility to determine whether the two roles should be combined in the future based on kla-tencor's needs and the board's assessment of the company's leadership from time to time. our corporate governance standards provide that, in the event that the chairman of the board is not an independent director, the independent members of the board will designate a lead independent director. ",0
453,319240,2010,"c sar m. garc a currently holds the positions of  cotb , president and ceo of iris. our corporate governance guidelines provide that whenever the  cotb  is not an independent director, there shall be a lead director. the lead director is an independent director appointed annually by the board after the annual meeting of stockholders, and he or she serves at the pleasure of the board. in may 2011, the board reappointed edward f. voboril to serve as lead director. the lead director, in collaboration with our  cotb , is responsible for preparing a list of annual performance objectives for our board of directors and supervising performance evaluations of our board of directors and its standing committees. the lead director facilitates our  ceo 's performance evaluation and goal setting process with the independent directors. further, the lead director collaborates with the compensation committee to determine our  ceo 's compensation levels and review ceo succession planning. the lead director, in collaboration with our  cotb  and the nominating and governance committee, also is responsible for making recommendations to our  cotb  regarding committee members and the chairs of our standing committees. finally, the lead director is responsible for ensuring direct communication with our board of directors when and if requested by major stockholders and for promoting open communication among all members of our board of directors. we believe that combining the roles of  cotb  and ceo and having an independent lead director whose responsibilities closely parallel those of an independent  cotb  best accomplishes the goals of allowing the board to provide independent oversight and hold management accountable, while ensuring that a corporate strategy is pursued which optimizes long-term shareholder value.",1
454,319815,2010,"our board separates the positions of  cotb  and  ceo . separating these positions allows our ceo to focus on our day-to-day business, while allowing the  cotb  to lead the board in its fundamental role of providing advice to and independent oversight of management. the board recognizes the time, effort and energy that the ceo is required to devote to his position in the current business environment, as well as the commitment required to serve as our  cotb , particularly as the board's oversight responsibilities continue to grow. we believe that having separate positions and having an independent outside director serve as  cotb  is the appropriate leadership structure for the company at this time and demonstrates our commitment to good corporate governance. ",0
455,320017,2013,"board leadership structure and role in risk oversight our CEO also serves as the  COTB . we do not have a lead independent director. our  COTB , when present, presides over all meetings of our board of directors. we believe this leadership structure is appropriate for our company at this time because (1) of our size, (2) of the size of our board, (3) our CEO is responsible for our day-to-day operation and implementing our strategy, and (4) discussion of developments in our business and financial condition and results of operations are important parts of the discussion at board meetings and it makes sense for our CEO to chair those discussions. our board of directors oversees our risk management. this oversight is administered primarily through the following: the board's review and approval of our business plans (prepared and presented to the board by the CEO and other management), including the projected opportunities and challenges facing our business; at least quarterly review of our business developments, business plan implementation and financial results; our audit committee's oversight of our internal controls over financial reporting and its discussions with management and the independent accountants regarding the quality and adequacy of our internal controls and financial reporting; and our compensation committee's review and recommendations to the board regarding our executive officer compensation and its relationship to our business plans. committees our board of directors has established (i) an audit committee, (ii) a compensation committee and (iii) a nominating and governance committee. each committee has only independent directors as members. ",0
456,320187,2012,"nike's governance documents provide the board with flexibility to select the appropriate leadership structure of the company. in determining the leadership structure, the board considers many factors, including the specific needs of the business, fulfilling the duties of the board, and the best interests of the company's shareholders. in 2004, the board of directors chose to separate the position of chairman of the board from the position of president and chief executive officer ( ceo ), although this is not a permanent policy of the board. the chairman, mr. knight, presides over meetings of the board of directors and shareholders. the ceo, mr. parker, is in charge of the general supervision, direction, and control of the business and affairs of the company, subject to the overall direction and supervision of the board of directors and its committees. the board believes this leadership structure is appropriate for the company because it separates the leadership of the board from the duties of day-to-day leadership of the company. in particular, it permits mr. parker to focus his full time and attention to the business, the supervision of which has become increasingly complex as the company has grown. in addition, the structure permits mr. knight to direct his attention to the broad strategic issues considered by the board of directors. further, with his significant company experience and ownership of common stock, mr. knight is particularly well-suited as chairman, helping to align the board with the interests of shareholders. the chairs of board committees play an active role in the leadership structure of the board. the nominating and corporate governance committee and the board endeavor to select independent committee chairs who will provide strong leadership to guide the important work of the board committees. committee chairs work with senior executives to ensure that committees are discussing the key strategic risks and opportunities for the company. the nominating and corporate governance committee has determined that given the separation of the positions of chairman and ceo, and the strong leadership of experienced chairs of each of the board committees, a lead director would not improve the effectiveness of the board at this time. a presiding director is appointed to chair executive sessions of non-management directors (consisting of all directors other than mr. knight and mr. parker). the position of presiding director is rotated among the chairs of the various board committees, other than the executive committee. the current presiding director at the executive sessions is mr. cook. executive sessions are regularly scheduled and held at least once each year. for all of these reasons, the board believes this leadership structure is optimal and has worked well for many years. ",0
457,320193,2011,"the company does not have a chairman of the board, but has two independent co-lead directors. the board believes that this structure enhances the board's oversight of, and independence from, management, the ability of the board to carry out its roles and responsibilities on behalf of the shareholders and the company's overall corporate governance. this leadership structure also allows the ceo to focus his time and energy on operating and managing the company and leverage the experiences and perspectives of the two independent co-lead directors. ",0
458,320193,2012,"upon mr. jobs's resignation as the company's ceo on august 24, 2011, the board appointed mr. jobs as chairman of the board and mr. cook as ceo. mr. jobs served as chairman of the board from august 24, 2011 until his passing on october 5, 2011. the board appointed dr. levinson as chairman of the board on november 15, 2011. the board believes that its current leadership structure best serves the objectives of the board's oversight of management; the ability of the board to carry out its roles and responsibilities on behalf of the shareholders; and the company's overall corporate governance. the board also believes that the current separation of the chairman and ceo roles allows the ceo to focus his time and energy on operating and managing the company and leverage the experience and perspectives of the chairman. the board, however, periodically reviews the leadership structure and may make changes in the future. ",0
459,320193,2014,"the board believes its current leadership structure best serves the objectives of the board's oversight of management, the board's ability to carry out its roles and responsibilities on behalf of the shareholders, and the company's overall corporate governance. the board also believes the current separation of the  cotb  and ceo roles allows the ceo to focus his time and energy on operating and managing the company and leverages the  cotb 's experience and perspectives. the board periodically reviews the leadership structure and may make changes in the future. the company's shareholders are being asked to approve the deletion of article vii of the articles in its entirety. in connection with a shareholder proposal made at the 2012 annual meeting of shareholders, the company informed its shareholders that the board had adopted a policy providing for majority voting for the election of directors in uncontested elections and that the company would take steps to implement majority voting in its articles and bylaws. the implementation of majority voting requires shareholder approval of the deletion of article vii, because article vii is inconsistent with the provisions of california law relating to majority voting in an uncontested election of directors. article vii currently includes the following provision relating to the term of directors: commencing at the annual meeting of shareholders to be held in fiscal year 2000, each director shall be elected to serve until the annual meeting of shareholders held in the following fiscal year or until his or her successor shall have been duly elected and qualified. this provision is contrary to the majority voting standard set forth in california law, the state where the company is incorporated. section 708.5 of the california corporations code provides that if an incumbent director fails to be elected by approval of the shareholders in an uncontested election of a corporation that has adopted majority voting, then the term of the incumbent director shall end on the date that is the earlier of 90 days after the date on which the voting results are determined pursuant to the california corporations code and the date on which the board of directors selects a person to fill the office held by that director. article vii also contains language relating to the company's transition from a classified board of directors to the current declassified structure, which occurred in 2000. this language currently reads: through and until immediately prior to the annual meeting of shareholders to be held in fiscal year 2000, the directors shall be divided into two classes, designated class i and class ii, each consisting of one-half of the directors or as close an approximation as possible, and each director shall serve for a term running until the second annual meeting of shareholders succeeding his or her election and until his or her successor shall have been duly elected and qualified; provided, however, that the terms of all directors shall expire at the annual meeting of shareholders to be held in fiscal year 2000. the company previously had a classified board of directors in which the directors were divided into two classes and only one class of directors was voted on at each annual meeting, with each director's term running until the second annual meeting of shareholders succeeding his or her election and until his or her successor was duly elected and qualified. at the 2000 annual meeting of shareholders, the company transitioned from its prior classified board of directors structure to the current declassified board of directors structure. these transition provisions of article vii are no longer necessary because the transition to a declassified board structure was completed at the 2000 annual meeting of shareholders, and eliminating these provisions will not change the board's current declassified structure. in addition, eliminating these provisions will avoid any confusion about the term of directors and the application of california corporations code section 708.5 to the company. if proposal no. 2 is approved, the board will separately amend the company's bylaws at the meeting of the board immediately following the annual meeting to adopt the majority voting standard set forth in california corporations code section 708.5, and that standard will apply to future uncontested elections of directors.",0
460,320345,2012,"board leadership structure and risk oversight mr. giannopoulos has served as both our  COTB  and CEO for almost 10 years. we believe that his long and successful experience with micros, which provides him with extensive knowledge regarding our company's operations and institutional history, enable him to serve effectively in both capacities. nevertheless, we recognize the need for the board to exercise independent oversight, which we believe is facilitated by the following corporate governance practices: a majority (four of six) of our directors are independent all of the members of our audit committee, and our compensation and nominating committee, are independent directors the board meets at regularly scheduled executive sessions outside the presence of management. our senior management team is responsible for assessing and managing our exposure to risk on a day-to-day basis, including the creation of appropriate risk management programs, policies and limits of authority. the board of directors is responsible for overseeing management in the execution of its responsibilities and for assessing our approach to risk management. the board of directors exercises these responsibilities periodically as part of its scheduled meetings and also through the audit committee, which is responsible for oversight of, among other things, our various accounting and reporting controls and procedures, and through the compensation and nominating committee, which is responsible for oversight of compensation practices and policies. ",0
461,320345,2013,"mr. giannopoulos had served as both our  cotb  and ceo for more than 10 years. we believe that his long and successful experience with micros, which provided him with extensive knowledge regarding our company's operations and institutional history, enabled him to serve effectively in both capacities. upon the appointment of mr. altabef as president and  ceo , the positions of  cotb  and ceo were separated. in addition, the following corporate governance practices enhance the board's independent oversight: a majority (five of seven) of our directors are independent; all of the members of our audit committee and our compensation and nominating committee are independent directors; and the board meets at regularly scheduled executive sessions outside the presence of management. our senior management team is responsible for assessing and managing our exposure to risk on a day-to-day basis. in fulfilling this responsibility, senior management has established several risk management programs, policies, and limits on exercise of authority. the board of directors is responsible for overseeing management in the execution of its responsibilities and for assessing our approach to risk management. the board of directors addresses risk management matters periodically during its scheduled meetings. in addition, the audit committee is responsible for oversight of, among other things, our various accounting and reporting controls and procedures, and the compensation and nominating committee is responsible for oversight of compensation practices and policies, including risk assessments with regard to incentive programs.",0
462,320387,2013,"at least a majority of the members of the board must be independent directors as defined under the listing standards enacted from time to time by nasdaq. the board believes as a matter of policy that maintaining an even higher percentage of independent directors is in the best interests of the company, although the board at the same time recognizes the important contribution that management directors make to the board's fulfillment of its responsibilities. the full board determines, at least on an annual basis, whether each director is an independent director, taking into account all applicable facts and circumstances. only those directors who (1) do not have any of the categorical relationships that preclude him or her from being an independent director under then-applicable nasdaq listing standards and (2) do not have any other relationships (whether business, charitable, social or familial) with the company, members of senior management or other board members which, in the opinion of the board, interfere with (or could reasonably be expected to interfere with) the exercise of independent judgment in carrying out the responsibilities of a director, shall be considered independent directors. currently, hugh s. potts, jr., the company's  ceo , also serves as  cotb . he has 40 years of experience with the company at the director and executive levels, including serving as  cotb  and ceo of the company since 1994. he possesses the background, knowledge, expertise, and experience to understand the opportunities and challenges facing the company, as well as the leadership and management skills to promote and execute the company's business plan and strategy. the board believes that having a unified  cotb  and ceo enables the ceo to lead board discussions regarding the company's business and strategy, provides unified leadership for the company, creates a natural bond between management and the board, and promotes the ongoing development and implementation of corporate strategy. in addition, having the same ceo also serving as  cotb  allows timely communication with the board on critical business matters, particularly in the current economic environment. further, the board believes that having the same individual serving in the positions of  cotb  and ceo does not undermine the independence of the board, as a substantial majority of the board are independent members in accordance with nasdaq listing standards.",1
463,350563,2012,"teco energy currently operates under a leadership structure in which the positions of chief executive officer and chairman of the board have been separated, such that each position is held by a different person. in august 2010, mr. sherrill hudson, who was previously our ceo and chairman, was named executive chairman of the board, and mr. john ramil, who was previously our president and chief operating officer, was named president and chief executive officer. our board is comprised of messrs. hudson and ramil and eight other directors, seven of whom are independent directors. the independent directors elect a presiding director who is responsible for establishing the agenda for and scheduling of executive sessions, and approving meeting agendas and information sent to the board for regularly scheduled meetings. the presiding director is also available to discuss concerns of any board member or senior executive and to supplement the direct lines of communication between the chairman and the independent directors by serving as a liaison, as necessary. as discussed above, we have four standing board committees, three of which are comprised entirely of independent directors, and all of which are chaired by an independent director. all board members, through the presiding director and committee chairs, have input into the meeting agendas and the other important responsibilities discussed above. while we believe this structure is currently the most effective for our company, the board has no mandatory policy with respect to the separation of the offices of chairman and the chief executive officer. mr. hudson's tenure as executive chairman is set to expire at the end of 2012, and the board expects to reevaluate the leadership structure at that time. ",0
464,350698,2011,"the positions of chairman of the board and chief executive officer are both currently held by mike jackson. the board believes that this leadership model is currently appropriate for the following reasons: our board has adopted strong and effective corporate governance policies and procedures to promote the effective and independent governance of the company. see corporate governance guidelines and codes of ethics above. our board is stockholder-oriented and focused on the best interests of our stockholders approximately 72% of our common stock is held by our directors or entities or persons related to our directors (as of march 15, 2011), a significant portion of our director's compensation is equity-based, and the board has established director stock ownership guidelines. the combined role enables decisive leadership, ensures clear accountability, and fosters alignment on corporate strategy. our independent directors meet in regularly scheduled executive sessions led by a presiding director (rotated among committee chairs) without management present. our independent directors annually review the performance of our chairman and chief executive officer. the board believes that it functions well with its current leadership structure and with mr. jackson as chairman of the board. at our 2009 annual meeting of stockholders, a stockholder proposal to amend our by-laws to require an independent board  cotb  was presented, and 86% of the votes cast voted against such proposal. in addition, we believe that the current leadership structure of the board supports its risk oversight functions by providing independent leadership at the committee level, executive sessions of the board of directors with rotating presiding directors and ultimate oversight by the full board led by our chairman and ceo. ",1
465,350698,2012,"our business and affairs are managed under the direction of our board, which is the company's ultimate decision-making body, except with respect to those matters reserved to our stockholders. our board's mission is to maximize long-term stockholder value. our board establishes our overall corporate policies, selects and evaluates our senior management team, who is charged with the conduct of our business, and acts as an advisor and counselor to senior management. our board also oversees our business strategy and planning as well as the performance of management in executing our business strategy, assessing and managing risks, and managing our day-to-day operations.",1
466,350852,2012,"the leadership structure of the board consists of a combined  cotb  and ceo position, which has been held by ms. hale since 2004. the board believes that a unified ceo and  cotb  is appropriate and in the best interests of ctbi and its shareholders. the board believes that combining these roles provides the following advantages: the combination of the positions contributes to a more effective and efficient board, and the board believes it does not undermine the board's independence, particularly in light of the role played by the board's lead independent director. the lead independent director serves an important corporate governance function by providing separate leadership for the non-management and independent directors. the board makes the determination of the appropriate leadership structure based on current circumstances. the board also believes that the solid and profitable performance of ctbi under ms. hale's direction, particularly in light of the recent financial crisis, demonstrates the effectiveness of ctbi's leadership structure. ms. hale is the direct link between executive management and the board, and as a banking professional with 40 years of industry experience, she provides critical insight and perception to the board, as well as feedback to executive management, through her understanding of the issues at hand.",1
467,350917,2013,". at certain points during the more than 30 years in which emulex has been a public company, emulex has chosen to combine the positions of  cotb  and  ceo . however, in september 2006, the board determined that it would be preferable to separate the roles of  cotb  and  ceo . since that time, the role of ceo and  cotb  of the bard have remained separate, most recently with mr. mccluney being appointed as executive  cotb  of emulex in july 2013 and mr. benck being appointed as  ceo . emulex believes this board leadership structure is best for emulex and its stockholders as it ensures that the  ceo 's primary focus and responsibility will be running the company while the  cotb  can focus his energy on the board's oversight functions. as directors continue to have more oversight responsibilities than ever before, emulex believes it is beneficial to have a separate  cotb  whose sole job is leading the board. in making its most recent decision to keep the positions of ceo and  cotb  separate, the board considered the time that mr. benck will be required to devote to the ceo position in the current economic environment. emulex expects to continue the separation of the roles of  cotb  and ceo following mr. mccluney's departure in february 2014.",0
468,351569,2011,"the company is focused on corporate governance practices, and independent board oversight is valued as an essential component of strong corporate performance to enhance shareholder value. our commitment to independent oversight is demonstrated by the fact that all of our directors, except our  ceo , are independent. in addition, all of the members of the board's audit committee, compensation committee and corporate governance and nominating committee are independent. the company currently has an independent  cotb  separate from the  ceo . the board believes it is important to maintain flexibility in its leadership structure, but firmly supports having an independent director in a board leadership position (either as  cotb  or lead director) at all times. having an independent  cotb  or lead director enables non-management directors to raise issues and concerns for board consideration without immediately involving management. the  cotb  or lead director provides independent leadership of the board and also serves as a liaison between the board and senior management. the board has determined that the current structure, an independent chair, separate from the  ceo , is the most appropriate structure at this time, while ensuring that, at all times, there will be an independent director in a board leadership position. the audit committee is primarily responsible for overseeing the company's risk management processes on behalf of the full board, although the board and all of its committees are sensitive to risks relating to the company and its operations. the audit committee focuses on financial reporting risk, oversees the entire audit function and evaluates the effectiveness of internal and external audit efforts. it receives reports from management regularly regarding the company's assessment of risks and the adequacy and effectiveness of internal control systems. through its interaction with the company's senior risk officer, the audit committee oversees credit risk, market risk (including liquidity and interest rate risk) and operational risk (including compliance and legal risk). our senior risk officer meets with the audit committee as necessary to discuss potential risk or control issues. in addition, our external auditors meet at least quarterly with the audit committee in executive session to discuss potential risk or control issues involving the company. the audit committee reports regularly to the full board, which also considers the company's entire risk profile, including additional strategic and reputational risks. the board considers the most significant risks facing the company and the company's general risk management strategy, ensuring that risks undertaken by the company are consistent with the board's objectives. while the board oversees the company's risk management, management is responsible for the day-to-day risk management processes. while we believe that this division of responsibility is the most effective approach for addressing the risks facing our company, we will continue to re-examine our board leadership structure on a regular basis, recognizing that different structures may be appropriate in different situations faced by the company.",0
469,351903,2011,"since epoch's inception, the roles of  cotb  and ceo have been held separately. mr. tessler, the  cotb  of epoch's board of directors, is an independent director. mr. priest serves as the company's  ceo . while the participation of the ceo on our board helps foster, among other things, an appropriate level of continuity and fluid communication between the board and management, we have chosen an independent director as  cotb  in order to ensure that the board maintains an independent thought process that is designed to benefit stockholders. the  cotb , among other things, establishes the agenda for, and presides at, meetings of the board. the  cotb  also serves as the primary liaison between the independent directors and the  ceo , and makes himself available for consultation and director communication. during fiscal year 2011, the independent directors held executive sessions at each of the board meetings without the ceo or any other member of management present. mr. tessler presided at each of these sessions. our board believes its current leadership structure is appropriate because it effectively allocates authority, responsibility, and oversight between management and the independent members of our board. it does this by giving primary responsibility for the operational leadership and strategic direction of the company to our  ceo , while enabling the  cotb  to facilitate our board's independent oversight of management, promote communication between management and our board, and support our board's consideration of key governance matters. the board believes that its programs for overseeing risk, as described under board role in risk oversight on the following pages, would be effective under a variety of leadership frameworks and therefore do not materially affect its choice of structure.",0
470,352825,2010,"board structure pursuant to nasdaq rules, mr. foster,  COTB , does not yet qualify as an independent director since he was a company employee until may 31, 2009. the board believes, however, that, to the extent there should be a conflict, mr. foster's economic interests are more closely aligned with those of the company's shareholders than with those of management. although the board does not necessarily object to combining the roles of  COTB  and  CEO , the board has chosen not to combine those positions because mr. foster's depth of experience and his detachment from management make mr. foster the best qualified individual to serve as  COTB . since the  COTB  and chief executive roles are not combined, there is no need for a lead outside director position. ",1
471,352998,2014,"the  cotb  presides at all meetings of the board of directors. the  cotb  is appointed on an annual basis by a majority vote of the directors. currently, the offices of  cotb  and ceo are separated. we have no fixed policy with respect to the separation of the offices of the  cotb  and  ceo . the board of directors believes that the separation of the offices of the  cotb  and ceo is part of the succession planning process and that it is in the best interests of the company to make this determination from time to time. the board of directors believes that the proposed amendment of the 2009 plan is in the best interests of, and will provide long-term advantages to, us and our stockholders and recommends approval by our stockholders. our board of directors believes that the number of shares of common stock currently available for issuance under the 2009 plan is insufficient in view of our compensation structure and strategy. the board of directors has concluded that our ability to attract, retain and motivate top quality employees is material to our success and would be enhanced by our continued ability to make grants under the 2009 plan. the board of directors has directed that the proposal to approve the amendment and restatement of the 2009 plan be submitted to the stockholders for their approval at the annual meeting.",0
472,353944,2012,"in accordance with our bylaws, our board of directors elects our chairman and our chief executive officer and each of these positions may be held by the same person or may be held by different people. our corporate governance guidelines provide that if the chairman of the board is not an independent director, the non-management directors shall select one of the independent, non-management directors serving on the board of directors as the lead independent director. the lead independent director shall be responsible for coordinating the activities of the other non-management directors and shall have such other responsibilities as are specified by the board of directors or the non-management directors from time to time, including those described below. if the chairman of the board is an independent director, the responsibilities of the lead independent director will be assumed by the chairman of the board. historically, the position of chairman has been held by either our then serving chief executive officer or a former chief executive officer. most recently, mr. matthews served as chairman of the board concurrent with his duties as chief executive officer from march 2005 until april 2009. the position of lead independent director was created in august 2008 and ms. hart served as lead independent director from august 2008 until april 2009. in april 2009, mr. matthews resigned as president and chief executive officer, ms. hart was appointed president and chief executive officer, and ms. hart relinquished the position of lead independent director. mr. matthews continued to serve as our chairman of the board until december 2009. in december 2009, mr. satre was appointed chairman of the board, an office he continues to hold. ms. hart and mr. matthews continue to serve as members of our board of directors. our board of directors believes its current leadership structure is appropriate because it effectively allocates authority, responsibility, and oversight between management and the independent members of our board of directors. it does this by giving primary responsibility for the operational leadership and strategic direction of the company to our chief executive officer, while enabling the chairman of the board to facilitate our board of directors independent oversight of management, promote communication between management and our board of directors, and support our board of directors consideration of key governance matters. the board of directors believes that its programs for overseeing risk, as described under risk oversight below, would be effective under a variety of leadership frameworks and therefore do not materially affect its choice of leadership structure.",0
473,353944,2012,"in accordance with our bylaws, our board of directors elects our chairman and our chief executive officer and each of these positions may be held by the same person or may be held by different people. our corporate governance guidelines provide that if the chairman of the board of directors is not an independent director, the non-management directors shall select one of the independent, non-management directors serving on the board of directors as the lead independent director. the lead independent director shall be responsible for coordinating the activities of the other non-management directors and shall have such other responsibilities as are specified by the board of directors or the non-management directors from time to time, including those described below. if the chairman of the board of directors is an independent director, the responsibilities of the lead independent director will be assumed by the chairman of the board of directors. historically, the position of chairman has been held by either our then serving chief executive officer or a former chief executive officer. most recently, mr. matthews served as chairman of the board of directors concurrent with his duties as chief executive officer from march 2005 until april 2009. the position of lead independent director was created in august 2008 and ms. hart served as lead independent director from august 2008 until april 2009. in april 2009, mr. matthews resigned as president and chief executive officer, ms. hart was appointed president and chief executive officer, and ms. hart relinquished the position of lead independent director. mr. matthews continued to serve as our chairman of the board of directors until december 2009 and as a member of our board of directors until march 2011. in december 2009, mr. satre was appointed chairman of the board of directors, an office he continues to hold. ms. hart continues to serve as a member of our board of directors. our board of directors believes its current leadership structure is appropriate because it effectively allocates authority, responsibility, and oversight between management and the independent members of our board of directors. it does this by giving primary responsibility for the operational leadership and strategic direction of the company to our chief executive officer, while enabling the chairman of the board of directors to facilitate our board of directors independent oversight of management, promote communication between management and our board of directors, and support our board of directors consideration of key governance matters. the board of directors believes that its programs for overseeing risk, as described under risk oversight below, would be effective under a variety of leadership frameworks and therefore do not materially affect its choice of leadership structure.",0
474,353944,2013,"historically, the position of chairman was held by either our then serving chief executive officer or a former chief executive officer. however, since december 2009, the roles have been separated and an independent member of our board has served as chairman. mr. satre was appointed as chairman of the board in december 2009, an office he continues to hold. our board of directors believes its current leadership structure is appropriate because it effectively allocates authority, responsibility, and oversight between management and the independent members of our board of directors. it does this by giving primary responsibility for the operational leadership and strategic direction of the company to our chief executive officer, while enabling the chairman of the board of directors to facilitate our board of directors independent oversight of management, promote communication between management and our board of directors, and support our board of directors consideration of key governance matters. the board of directors believes that its programs for overseeing risk, as described under risk oversight below, would be effective under a variety of leadership frameworks and therefore do not materially affect its choice of leadership structure.",0
475,354647,2014,"the business and affairs of cvb financial corp. are managed under the direction of the board of directors. the board of directors has historically separated the role of ceo and  cotb . d. linn wiley acceded to the position of  cotb  in march 2014, following the decision of ronald o. kruse to retire from the board of directors effective at our upcoming annual meeting on may 22, 2014. mr. wiley had previously served as president and ceo of cvb financial corp. and citizens business bank from 1991 to 2006 and as vice- cotb  from 2006 to 2014. at the same time as mr. wiley assumed the position of  cotb , mr. george a. borba, jr. and mr. raymond v. o brien iii were each elected as a vice- cotb . christopher d. myers currently serves as our president and  ceo . separate board committees exist at cvb financial corp. and citizens business bank, each of which is responsible for supervising various areas of risk. the audit committee, nominating and corporate governance committee and compensation committee exist at cvb financial corp. the loan committee, risk management committee, balance sheet management committee and trust services committee exist at citizens business bank. all of the committees meet regularly and report to the full board of directors. the board of directors is charged with providing oversight of cvb financial corp.'s risk management processes. in accordance with the rules and regulations of the nasdaq stock market, the audit committee is primarily responsible for overseeing the risk management function at cvb financial corp. on behalf of the board. the risk management division of citizens business bank conducts periodic monitoring of compliance efforts with a special focus on those areas that expose the bank to compliance risk. the purpose of the periodic monitoring is to ensure that citizens business bank associates are adhering to established policies and procedures. the chief risk officer of citizens business bank notifies the appropriate department head, the management compliance committee, the risk management committee of citizens business bank and the audit committee of cvb financial corp. of any violations noted. the committees meet periodically with the various members of management and receive comprehensive reports on risk management, including management's assessment of risk exposures (including risks related to liquidity, credit, operations and regulatory compliance, among others), and the processes in place to monitor and control such exposures. the committees also receive updates between meetings from members of management relating to risk oversight matters. the audit committee is presented with a report on enterprise risk management by management on at least a quarterly basis, and this report is shared and discussed with the full board of directors. in addition to the risk management committee of citizens business bank and the audit committee of cvb financial corp., other committees of the board of cvb financial corp. consider the risks within their areas of responsibility. for example, the compensation committee of cvb financial corp. considers the risks that may be implicated by our executive compensation programs. for a discussion of the compensation committee's review of cvb financial corp.'s senior executive officer compensation plans and employee incentive compensation plans and the risks associated with these plans, see compensation committee report discussion of compensation policies and practices related to risk management in this proxy statement.",0
476,354707,2010,"what is the board's leadership structure? mr. watanabe has served as the nonexecutive cotb since 2006, upon the retirement of former hei cotb , president and CEO , robert f. clarke. also since that time, ms. lau has served as hei's president and CEO and has been the only employee director on the board. prior to mr. watanabe becoming cotb , the board had an independent lead director. mr. watanabe has served on the board since 1987, but has never been employed by hei or any hei subsidiary. the board has determined that he is independent. among the many skills and qualifications that mr. watanabe brings to the board, the board considered (i) his extensive experience in corporate and nonprofit governance from serving on other public company, private company and nonprofit boards; (ii) his reputation for effective consensus and relationship building and business and community leadership, including leadership of his former law firm, and (iii) his willingness and dedication to committing the hard work and time necessary to successfully lead the board. as hei's cotb , mr. watanabe's key responsibilities are to: lead board and shareholder meetings and executive sessions of the independent directors, including executive sessions at which the performance of the CEO is evaluated by the board; attend all meetings of the audit, compensation and nominating and corporate governance committees of the board as an observer and chair the executive committee of the board; serve on the boards of hei's primary operating subsidiaries, hawaiian electric company and american savings bank, and chair executive sessions of the independent directors of these subsidiary boards; work closely with management to develop meeting agendas and materials for the board and subsidiary boards; be available to other board and subsidiary board members and management for questions and consultation; and ensure and assist communications among board members and board committees and between the board and management. the board's corporate governance guidelines provide that if the cotb and CEO positions are held by the same individual, or if the board determines that the cotb is not independent, the independent directors should designate an independent director to serve as lead director. if a lead director is designated, the lead director's responsibilities would be to: (i) preside at board and shareholder meetings when the cotb is not present, (ii) preside at executive sessions of the independent directors, (iii) facilitate communication between the independent directors and the cotb or the board as a whole, (iv) call meetings of the nonmanagement or independent directors in executive session, (v) participate in approving meeting agendas, schedules and materials for the board, and (vi) perform other functions described in the corporate governance guidelines or as determined by the board from time to time. the board believes that its current leadership structure, which provides for an independent nonemployee cotb , or an independent lead director if the cotb is not independent, is appropriate and effective in light of hei's current operations, strategic plans and overall corporate governance structure for several reasons. first, the board believes that having an independent cotb or lead director has been important in establishing a tone at the top for both the board and the company that encourages constructive expression of views that may differ from those of senior management. second, the board believes that the presence of an independent cotb or lead director, particularly at this time of growing government and investor scrutiny of public and financial company boards, demonstrates the board's desire to inspire confidence in the company's regulators and shareholders that the board is committed to serving the best interests of the company and its shareholders and not the best interests of management. third, the board recognizes that the company has an uncommon corporate governance structure in that the boards of its two primary operating subsidiaries are also composed mostly of nonemployee directors and that the hei cotb plays an important leadership role at these subsidiary boards. for instance, in addition to chairing executive sessions of the nonemployee directors and attending meetings of the audit committees of these subsidiary boards, the cotb leads each subsidiary board in conducting its annual performance evaluation and assists communications between each of these boards and management of the respective subsidiary company and among members of each subsidiary board. what is the board's role in risk oversight? hei is a holding company that operates principally through its electric public utility and bank subsidiaries. at the holding company and subsidiary levels, the company faces a variety of risks, including operational risks, regulatory and legal compliance risks, credit and interest rate risks, competitive risks and liquidity risks. developing and implementing strategies to manage these risks is the responsibility of management, and that responsibility is carried out by assignments of responsibility to various officers and other employees of the company under the direction of hei's chief financial officer, who also serves as hei's chief risk officer. the role of the board is to oversee the management of these risks. the board's specific risk oversight functions are as follows: the board has considered and approved a consolidated enterprise risk management (erm) system recommended by management. the system is designed to identify and assess risks at the holding company and subsidiary levels so the information can be reported to the board, along with proposed strategies for mitigating significant risks. the structure of the erm system is decentralized, with separate chief risk officers at each of hei's primary operating subsidiaries, hawaiian electric company and american savings bank. the chief risk officer of hawaiian electric company is also responsible for identifying, assessing and reporting risks at the company's utility subsidiaries that operate on the islands of hawaii and maui. each subsidiary chief risk officer reports directly to the subsidiary president and functionally to hei's chief risk officer. the board believes this decentralized risk management structure is appropriate and effective for the company's diverse operations and holding company structure because it allows for industry-specific risk identification and management at the subsidiary levels while also ensuring an integrated and consolidated view of risk at the holding company level by hei's chief risk officer. in connection with approving this erm system, the board reviewed a catalog of risks and management's assessment of those risks reported by hei's chief risk officer. as part of the board's ongoing risk oversight, hei's chief risk officer is responsible for providing regular reports to the board and audit committee on the condition of those risks, any changes to the risk catalog or management's assessment of those risks, and any other risk management matters that the board may request from time to time. the board and audit committee also receive reports from the company's internal auditor evaluating the effectiveness of management's implementation of the approved erm system. the board has assigned to the compensation committee the specific risk oversight responsibility of reviewing whether the company's compensation policies or practices are reasonably likely to have a material adverse effect on the company and of recommending new or revised policies and practices to address any such risks identified. the compensation committee reports the results of its review and any recommendations to the board. the results of the compensation committee's review are also communicated to the audit committee through hei's chief risk officer. both the audit and compensation committees are composed entirely of independent directors. currently, two members of the compensation committee (ms. plotts and mr. fargo) also serve on the audit committee. the board has assigned to the audit committee the specific risk oversight responsibilities of reviewing the company's major financial risk exposures and the steps management has taken to monitor and control such exposures and overseeing hei's code of conduct compliance program, including the establishment of procedures for direct reporting of potential accounting and auditing issues to the audit committee. the audit committee reports the results of this review to the board each quarter. the board has also assigned to the audit committee the responsibility of assisting the board in overseeing the overall risk management strategy of the company. in order to assist the board with overall risk oversight, the audit committee is specifically required to discuss policies with respect to risk assessment and risk management, including the guidelines and policies governing the process by which risk assessment and risk management are undertaken at the company, and to report to the board the committee's discussion and findings so that the entire board can respond to changes in the company's risk profile. in addition to overall risk oversight by the hei board, the boards of hei's primary operating subsidiaries, hawaiian electric company and american savings bank, are specifically responsible for overseeing risks at their respective companies and may assign certain risk-related responsibilities to their respective audit or other committees. under the decentralized erm structure discussed above, risk management activities at the subsidiary levels are reported to these subsidiary boards through the subsidiary chief risk officers. the hei board and/or audit committee may be invited to participate in risk oversight discussions by these subsidiary boards and/or audit committees. the information from these subsidiary board or audit committee sessions are also reported to the board by the subsidiary chief risk officers (or their representatives), who functionally report to hei's chief risk officer on risk management matters. these subsidiary boards are composed mostly of nonemployee directors. the subsidiary audit committees are composed entirely of nonemployee directors who meet the independence requirements for audit committee members of companies listed on the new york stock exchange. at least annually, the board conducts a strategic planning and risk review. as part of this review, the board reviews fundamental financial and business strategies and assesses the major risks facing the company and options to mitigate those risks. to facilitate strategic planning through constructive dialogue among management and board members, members of management who are not directors may be invited to participate in the review. based on the review, the board and senior management, including the hei chief risk officer, identify key issues to be addressed during the course of the next calendar year. the board believes that risk oversight is one of the areas in which having an independent cotb or lead director is especially important in order to ensure that views that may differ from those of management are expressed. since the hei cotb attends the meetings of the board, the subsidiary boards and their respective committees, the hei cotb is also in a unique position to assist with communications regarding risk oversight and risk management among the board and its committees, between the subsidiary boards and their respective committees and between directors and management. how does the board select nominees for the board? the nominating and corporate governance committee of the board assists the board in identifying and evaluating persons for nomination or re-nomination for board service. to identify qualified candidates for board membership, the committee may consider persons suggested by board members, management and shareholders or may retain a third-party search firm to help identify potentially qualified candidates. the committee's evaluation process does not vary based on whether or not a candidate is recommended by a shareholder. once a person is identified as a potential director candidate, the committee may review publicly available information to assess whether the candidate should be further considered. if so, a committee member or designated representative for the committee will contact the person. if the person is willing to be considered for nomination, the person is asked to provide additional information regarding his or her background, his or her specific skills, experience and qualifications for board service, and any direct or indirect relationships with the company. in addition, one or more interviews may be conducted with committee and board members and committee members may contact one or more references provided by the candidate or others who would have first-hand knowledge of the candidate's qualifications. in evaluating the qualifications of all candidates (including incumbent directors) for nomination or re-nomination, the committee considers: the candidate's independence, knowledge (including relevant industry knowledge), experience, skills, substantive areas of expertise, financial literacy, diversity, personal and professional integrity, character, business judgment, achievements, reputation, ability to represent the interests of all shareholders, time availability in light of other commitments, dedication, absence of conflicts of interest and other factors required to be considered under applicable laws, rules or regulations or that the committee considers appropriate in the context of the needs of the board; with respect to incumbent directors, the annual self-evaluation of the individual director, his or her current qualifications and his or her contributions to the board; the current composition of the board and its committees; and the compatibility of the candidate to work collegially with members of the board. the board considers the recommendations of the nominating and corporate governance committee and then makes the final decision whether to approve and extend an invitation to a candidate to join the board upon appointment or election, subject to any approvals required by law, rule or regulation. does the board consider diversity in identifying nominees for the board? in assisting the board to identify qualified candidates to serve on the board, the nominating and corporate governance committee considers the gender and racial minority diversity of the candidate. the board believes it functions most effectively with members who collectively possess a range of substantive expertise, skills and experience in areas that are relevant to leading the company in accordance with the board's fiduciary responsibilities. the board also believes that having a board composed of members who can collectively contribute a range of perspectives, including perspectives that may arise from being female or a racial minority, improves the quality of the board's deliberations and decisions because it enables the board to view issues from a variety of angles and thus more richly and completely. as the company's operations and strategic plans and the board's composition may evolve over time, the nominating and corporate governance committee is charged with identifying and assessing the appropriate mix of knowledge areas, qualifications and personal attributes contributed by board members that will bring the most strategic and decision-making advantage to the company. with operations almost exclusively in the state of hawaii, it is natural and advantageous that our board be composed primarily of members who live and work in the state and have firsthand knowledge of and experience with our customer base and political and regulatory environment. since a large pool of potential candidates for board membership come from this state, the board benefits from the unique racial diversity that exists in hawaii. of twelve board members, six members (or 50%) are caucasian, five members (or 42%) are asian american and one member (or 8%) is caucasian, asian american and native hawaiian. three board members (or 25%) are female. the board also recognizes that, due to hawaii's geographic isolation from the continental united states and the comparatively small number of public companies, banks and regulated utilities in hawaii, the board also benefits from having directors who have gained business experience at companies located in the continental united states because those board members can and have contributed valuable information about experiences they have had working at or serving on the boards of other public companies and companies in similar industries, which also contributes to the breadth of perspectives on the board. how can shareholders communicate with the directors? interested parties, including shareholders, desiring to communicate with the board, any director or the nonmanagement or independent directors as a group regarding matters pertaining to the business or operations of hei may address their correspondence in care of the corporate secretary, hawaiian electric industries, inc., p.o. box 730, honolulu, hi 96808-0730. the hei corporate secretary may review, sort and summarize all such correspondence in order to facilitate communications to the board. in addition, the hei corporate secretary has the discretion to handle any director communication that is an ordinary course of business matter, including routine questions, complaints, comments and related communications that can appropriately be handled by management. directors may at any time request copies of all correspondence addressed to them. the charter of the hei audit committee, which is available at www.hei.com, sets forth procedures for submitting complaints or concerns regarding financial statement disclosures, accounting, internal accounting controls or auditing matters on a confidential, anonymous basis. does the board evaluate itself? the board conducts an annual evaluation to determine whether it and its committees are functioning effectively. in addition, each director annually evaluates his or her performance as a director and members of the audit, compensation and nominating and corporate governance committees annually evaluate the performance of each committee on which he or she serves. the evaluation process is overseen by the nominating and corporate governance committee, in consultation with the cotb . the chairperson of the nominating and corporate governance committee or the cotb may meet with individual directors to discuss their performance, as he or she deems appropriate. who are the independent directors of the board? under hei's corporate governance guidelines, a majority of board members must qualify as independent under the listing standards of the new york stock exchange (nyse) and any additional requirements as determined by the board from time to time. for a director to be considered independent under nyse listing standards, the board must determine that the director does not have any direct or indirect material relationship with hei or its subsidiaries. the nyse listing standards also specify circumstances under which a director may not be considered independent, such as when the director has been an employee of the company within the last three fiscal years, if the director has had certain relationships with the company's external or internal auditor within the last three fiscal years or when the company has made or received payments for goods or services to entities with which the director or an immediate family member (as defined by nyse) of the director has specified affiliations and the aggregate amount of such payments in any year within the last three fiscal years exceeds the greater of $1 million or 2% of such entity's consolidated gross revenues for the last fiscal year. the board has also adopted categorical standards for director independence (hei categorical standards), which are attached as appendix b and available on hei's website at www.hei.com. the hei categorical standards specify circumstances under which a director may not be considered independent. in addition to the specific circumstances that would preclude an independence finding under the nyse listing standards, the hei categorical standards provide that a director is not independent where hei and its subsidiaries have made charitable contributions to nonprofit organizations with which the director or an immediate family member (as defined in the hei categorical standards) of the director has specified affiliations and the aggregate amount of such contributions in any year within the last three fiscal years exceeds the greater of $1 million or 2% of such organization's total annual charitable receipts for the last fiscal year. the nominating and corporate governance committee and the board considered the information below, which was provided by the directors and/or hei or its subsidiaries, concerning relationships between (i) hei or its subsidiaries and (ii) the director, the director's immediate family members (as defined by nyse) or entities with which any of the directors or immediate family members have certain affiliations. based on its consideration of the relationships described below and the recommendations of the nominating and corporate governance committee, the board determined that all of the nonemployee directors of hei (messrs. carroll, fargo, gushman, li, myers, scott, taketa, taniguchi, watanabe and mses. daniel and plotts) are independent. the remaining director, ms. lau, is the only employee director of hei. with respect to messrs. gushman, li, scott, taniguchi and ms. daniel, the board considered the amounts paid during the last three fiscal years to purchase electricity from hei subsidiaries, hawaiian electric company or hawaii electric light company (the sole public utilities providing electricity to the islands of oahu and hawaii, respectively), by entities employing these directors or in which these directors have ownership interests or other affiliations. none of the amounts paid by any of these entities for electricity (excluding pass-through surcharges for fuel and for hawaii state revenue taxes) within the last three fiscal years exceeded the thresholds in the nyse listing standards or hei categorical standards that would automatically result in a director not being independent (i.e., the greater of $1 million or 2% of such entity's consolidated gross revenues for the last fiscal year). the board also considered that hawaiian electric company and hawaii electric light company are the sole source of electric power on the islands of oahu and hawaii, respectively, and that the rates charged by these public utilities for electricity are fixed by state regulatory authority. since purchasers of electricity from hawaiian electric company and hawaii electric light company have no choice as to supplier and no ability to negotiate rates or other terms, the board determined that these relationships do not impair the independence of these directors. with respect to messrs. carroll, fargo, gushman, li, myers, taketa, taniguchi, watanabe and mses. daniel and plotts, the board considered the amount of charitable contributions during the last three fiscal years from hei and its subsidiaries to nonprofit organizations where these directors or their immediate family members serve as employees, directors, officers or trustees. none of the contributions made to such nonprofit organizations within the last three fiscal years exceeded the threshold in the hei categorical standards that would automatically result in a director not being independent (i.e., the greater of $1 million or 2% of such organization's total annual charitable receipts for the last fiscal year). in addition, no donation made by the company exceeded $200,000 per entity in any single fiscal year during the last three fiscal years. in determining that none of these relationships affected director independence, the board considered that company policy requires that charitable contributions from hei or its subsidiaries that directly benefit entities from which an hei director receives compensation are to be pre-approved by the nominating and corporate governance committee and ratified by the board. with respect to messrs. carroll, gushman, li, watanabe and mses. daniel and plotts, the board considered preferential rate mortgage loans made to these nonemployee directors by hei's subsidiary, american savings bank, including the preferential rate mortgage loans described under ""other relationships and related person transactions are there any related person transactions with hei or its subsidiaries?"" below and determined that none of these relationships affected the independence of these directors. as of june 30, 2006, american savings bank no longer extends preferential rate loans to directors. preferential rate mortgage loans existing on june 30, 2006, including those to the directors named above, were grandfathered. with respect to messrs. gushman, scott, taketa, taniguchi and watanabe, the board considered other director or officer positions held by those directors at entities for which another hei director or officer serves as a director or trustee and determined that none of these relationships affected the independence of these directors. none of these relationships resulted in a compensation committee interlock or would automatically preclude an independence finding under the nyse listing standards or hei categorical standards. with respect to mr. carroll, the board considered that his son is employed in a nonofficer position by hei's subsidiary, american savings bank, and determined that this relationship does not impair mr. carroll's independence as a director. does the board meet in executive session without management present? the nonemployee directors meet regularly in executive sessions without management present. in 2009, these sessions were chaired by mr. watanabe, who is the cotb and an independent nonemployee director. mr. watanabe may request that other nonemployee directors chair the executive sessions. ",1
477,354869,2014,"board leadership and lead independent director while the board of directors believes that having a combined  cotb  and ceo is essential to firstmerit's overall strategic development, the board is also aware that one of its responsibilities is to oversee company management and make performance, risk and compensation related decisions regarding management. in order to appropriately balance the board of directors focus on strategic development with its management oversight responsibilities, the board of directors created the position of lead independent director in 2003, with clifford j. isroff serving as lead independent director since that time. as lead independent director, mr. isroff is responsible for chairing the board of directors executive committee and for presiding at all executive sessions of the board. in addition, mr. isroff acts as an active liaison between management and firstmerit's non-employee directors, maintaining frequent contact both with mr. greig to advise him on the progress of the board of directors committee meetings, and with individual non-employee directors concerning recent developments affecting the company. through the role of an active, engaged lead independent director, it is the opinion of the board of directors that its leadership structure is appropriately balanced between promoting firstmerit's strategic development with the board's management oversight function. the board of directors also believes that its leadership structure has created an environment of open, efficient communication between the board and management, enabling the board to maintain an active, informed role in risk management by being able to monitor and manage those matters that may present significant risks to firstmerit. at least a majority of the independent directors of the board of directors, in the exercise of their fiduciary responsibilities, determines that it is in the best interests of the shareholders under the circumstances to adopt a shareholder rights plan without the delay that would result from seeking advance shareholder approval; provided that, if such a plan has a stated term longer than 12 months, the board will put the plan to a shareholder ratification vote within 12 months after it is adopted or the plan will expire automatically one year after it is adopted. if a shareholder rights plan is put to a shareholder vote by the board of directors and is not approved by a majority of the votes cast on the matter, then such plan will terminate immediately after the vote has been certified by the inspector of elections. ",1
478,354908,2014,"if a quorum is present, a director nominee will be elected if the number of votes cast for the nominee exceeds the number of votes cast against such nominee. abstentions and broker non-votes are counted for purposes of determining whether a quorum exists at the annual meeting, but will have no effect on the election of directors. with the retirement of mr. lewis in may 2013 and the promotion of mr. teich to the position of president and ceo the company now has a separate  cotb  and ceo structure. in addition, the  cotb  of the company's corporate governance committee serves as presiding director for the executive sessions of the independent directors. the board has determined that this structure is appropriate for the company at this time as it most fully exploits mr. lewis and mr. teich's extensive knowledge of the company's business and industry, combined with mr. lewis' experience as  cotb . no single leadership model is right for all companies at all times, however, so the board periodically reviews its leadership structure. the board is actively involved in oversight of risks inherent in the operation of the company's business including, without limitation, those risks described in the company's reports filed from time to time with the securities and exchange commission (the 'sec'). it is management's responsibility to manage risk and bring to the board's attention the material risks to the company. the board of directors has oversight responsibility of the processes established to report and monitor systems for material risks applicable to the company. the board manages this responsibility at the board level with assistance from its four committees, as appropriate. the board has delegated to the audit committee certain tasks related to the company's risk management process. the audit committee (i) serves as an independent and objective body to monitor the company's financial reporting process and internal control systems, and (ii) assists the board in oversight of the company's compliance with legal and regulatory requirements. the board has delegated to the compensation committee basic responsibility for oversight of management's compensation risk assessment, including the annual determination of whether or not the company's compensation policies and practices are reasonably likely to have a material adverse effect on the company. the corporate governance committee oversees the company's risks in the areas of corporate governance and ethics and compliance, and is primarily responsible for board and committee performance and director nomination/succession. the strategy and technology committee serves as a liaison between the board and management in the areas of technology innovation and strategy development. these committees report the results of their review processes to the full board during regularly scheduled board meetings or more frequently, if warranted. in addition to review and discussion of reports prepared by the committees of the board, the board periodically discusses risk oversight in specific areas as they arise, including as part of its corporate strategy review.",0
479,354950,2014,"we believe that having a combined chair and ceo , an independent lead director, and board committees composed entirely of independent directors currently provides the best board leadership structure for the home depot. this structure, together with our other strong corporate governance practices, provides robust independent oversight of management while ensuring clear strategic alignment throughout the company. specifically, mr. blake proposes strategic priorities to the board (with input from the lead director), communicates the board's guidance to management, and is ultimately responsible for implementing the company's key strategic initiatives. our lead director is an independent director who is elected annually by the independent members of the board. bonnie g. hill, a director since 1999, currently serves as our lead director. as noted above, ms. hill is not standing for re-election to the board, and gregory d. brenneman, a director since 2000, has been elected by the independent members of the board to be our lead director effective immediately following the meeting. our lead director: chairs board meetings when the chair is not present, including presiding at executive sessions of the board (without management present) at every regularly scheduled board meeting; works with management to determine the information and materials provided to board members; approves board meeting agendas, schedules and other information provided to the board; consults with the chair on other matters that are pertinent to the board and the company; has the authority to call meetings of the independent directors; is available for communication and consultation with major shareholders upon request; and serves as liaison between the chair and the independent directors. election of directors participants in the company's retirement plans may vote their proportionate share of the home depot, inc. common stock held in the plan, by signing and returning this card, or by voting electronically. by doing so, you are instructing the trustee to vote all of the shares at the meeting and at any adjournments or postponements thereof, as you have indicated with respect to the matters referred to on the reverse side.",1
480,355429,2014," mr. johns currently serves as the  cotb  and as our president and  ceo . our board does not have a fixed policy regarding combining the roles of the  cotb  and the ceo because it wants the flexibility to determine whether the positions should be held by the same person or by separate persons based on the leadership needs of the board and the company at any particular time. the board believes that at this time, having mr. johns serve in both roles is the most effective leadership structure for the board and in the best interests of our share owners and the company. in making this determination, the board considered (among other things): ",1
481,355811,2013,"fred bauer has served as  cotb  and ceo ( ceo  ) of the company for 35 years. the company's market capitalization has increased from approximately $17 million at the initial public offering in 1981 to approximately $2.9 billion as of march 22, 2013. as a founder of the company, mr. bauer is uniquely situated to serve as  cotb  and ceo , which has been demonstrated by the company's historical performance. as noted above, the board also has a lead independent director and the independent members of the board have as an agenda item, in connection with each board meeting, the opportunity to meet. the company acknowledges that independent board leadership is important and believes that it is already getting such leadership from its independent directors, which should be bolstered by election of a lead independent director. as such, there is no need to separate the  cotb  and ceo roles as a matter of policy (although it could be appropriate to do so in the future). the company continues to believe it is important that the board have flexibility to determine the most qualified person to serve as board  cotb  rather than unduly impairing such flexibility with any policy requiring an independent board  cotb . the board believes that the optimal leadership structure of the company depends on the needs of the company as well as the makeup of the board. as a result, the board believes that its leadership structure may evolve, and the board intends to reassess its leadership structure from time to time and modify it appropriately. the board continues to believe that the company is fortunate to have mr. bauer, a founder of the company, serve as  cotb  and ceo of the company, as his 35 years of experience makes him the best choice for each of these roles. the board has also determined that having mr. bauer serve in each of these roles has allowed the company to speak with one voice, avoid the dilution of leadership, and empowered mr. bauer to act with determination, all of which have benefited the company and its shareholders. the board believes that having the flexibility to choose the  cotb  best suited to serve in the future is important as well. the board is not aware of any credible evidence suggesting that separating the positions of  cotb  and ceo improves corporate performance. in this particular instance, after past and continuing distinguished service, such separation currently is not in the best interests of the company or its shareholders.",1
482,356028,2010,"the board is currently led by our non- executive chairman, mr. weinbach, who is an independent director. our corporate governance principles do not specify a policy with respect to the separation of the positions of chairman and chief executive officer or with respect to whether the chairman should be a member of management or a non- management director. the board recognizes that there is no single, generally accepted approach to providing board leadership, and given the dynamic and competitive environment in which we operate, the board's leadership structure may vary as circumstances warrant. the board has determined that the leadership of the board is currently best conducted by an independent chairman. the chairman provides overall leadership to the board in its oversight function, while the chief executive officer, mr. mccracken, provides leadership with respect to the day- to- day management and operation of our business. we believe the separation of the offices allows mr. weinbach to focus on managing board matters and allows mr. mccracken to focus on managing our business. in addition, we believe the separation of the offices enhances the objectivity of the board in its management oversight role. to further enhance the objectivity of the board, we have limited the members of our board who are not independent to our chief executive officer",0
483,356309,2010,"as provided in the corporate governance guidelines, the board does not have a policy on whether or not the role of the ceo and  cotb  should be separate or, if it is to be separate, whether the  cotb  should be selected from the non-employee directors or be an employee. currently, we operate with one individual, mr. downes, serving as  cotb , president and  ceo . mr. downes was elected by the board as president and ceo in july 1995 and  cotb  in september 1996. prior to his election as our president and  ceo , mr. downes served as our senior vice president and chief financial officer. the board believes that because mr. downes has unique and extensive experience and understanding of our business, as well as 15 years of experience serving on our board, he is well situated to lead and execute strategy and business plans to maximize shareholder value. the board believes that combining the  cotb  and ceo positions is the right corporate governance structure for us at this time because it most effectively utilizes mr. downes extensive experience and knowledge regarding the company, including by allowing him to lead board discussions regarding our business and strategy and provides us with unified leadership. in order to ensure that the independent directors play a leading role in our current leadership structure, the board established in 2003, the position of lead director in the corporate governance guidelines. mr. codey currently serves as our lead director. in addition to maintaining a significant majority of independent directors (mr. downes is the only non-independent director) and independent board committees, in fiscal year 2010 the board enhanced our corporate governance practices by expanding the description of responsibilities of the lead director in our corporate governance guidelines. in this role as lead director, mr. codey is in frequent contact with the  cotb  and ceo and is regularly consulted on material matters. the lead director is elected by the independent directors and ensures that (i) the board of directors operates independently of management and (ii) directors and shareholders have an independent leadership contact. the lead director, who must satisfy our independence standards, has the following specific roles and responsibilities: ensures that the board and its committees function independently of our management chairs board meetings when the  cotb  is not present or when there is a potential conflict confers with the  cotb  to develop the agenda for the board meetings and schedules for the board and committee meetings provides advice and counsel to the  cotb  on board meeting schedules to assure there is sufficient time for all agenda items calls meetings and sets agendas for executive sessions of the independent directors evaluates and oversees with the  cotb  the quality, quantity and timeliness of the information submitted by management to the independent directors acts as a liaison between the independent directors and the  cotb  and senior management confers with the nominating/corporate governance committee chair and the  cotb  as to the membership of the various committees and committee chairs coordinates with the nominating/corporate governance committee chair and the  cotb  in the performance evaluation of the board and its committees coordinates with the nominating/corporate governance committee chair in the performance evaluation of the  cotb  is available for consultation and direct communication, under appropriate circumstances, if requested by major shareholders retains advisors and consultants at the request of the independent directors performs such other duties and responsibilities as may be delegated to the lead director by the board from time to time the board also has five standing committees: the audit committee, the leadership development and compensation committee, the financial policy committee, the nominating/corporate governance committee and the executive committee. each committee has a separate chairperson and each committee, other than the executive committee, is composed solely of independent directors. given our current circumstances and operating strategies, we believe having a combined  cotb  and  ceo , as well as having a lead director and independent standing board committees, is the most appropriate structure for us and our shareholders. we believe this structure demonstrates clear leadership to our employees, shareholders and other interested parties and eliminates potential for redundancies and confusion. the lead director protects the role of the independent directors by providing leadership to the independent directors and working closely with the  cotb  and  ceo . as part of the board's annual assessment process, the board evaluates our board leadership structure to ensure that it remains appropriate for us. the board recognizes that there may be circumstances in the future that would lead it to separate the roles of ceo and  cotb , but believes that the absence of a policy requiring either the separation or combination of the roles of  cotb  and ceo provides the board with the flexibility to determine the best leadership structure for us.",1
484,357097,2014,"the board of directors may at any time terminate the plan or make such amendments thereto as it shall deem advisable and in the best interests of the company, without action on the part of the stockholders of the company unless such approval is required pursuant to applicable law; provided, however, that no such termination or amendment shall, without the consent of the individual to whom any option shall theretofore have been granted, affect or impair the rights of such individual under such option. pursuant to section 422(b)(2) of the code, no incentive stock option may be granted pursuant to this plan more than ten years from the date the plan is adopted or the date the plan is approved by the stockholders of the company, whichever is earlier. david pernock serves as both our ceo and  cotb . our board of directors has no policy with regard to the separation of the offices of  cotb  and  ceo , and believes, given the size of our company, it is appropriate for mr. pernock to serve in both roles. effective march 2013, the board of directors appointed an independent director, kelvin moore, to serve as its lead independent director. ",1
485,357294,2018,"from 1997 to 2009, the company had separate individuals serving as  cotb  and as  ceo . this's tructure reflected the continuing strong leadership, energy and passion brought to the board of directors by our founder, mr. kevork hovnanian, and the day-to-day management direction of the company under mr. ara hovnanian as president and ceo . following the death of mr. k. hovnanian in september 2009, the board of directors appointed mr. a. hovnanian to the additional position of  cotb , believing that his more than 30 years of service to the company, vast industry experience and close relationship with our founder uniquely qualified him for this role. the board of directors believes that combining these positions under mr. a. hovnanian's leadership has enabled him to carry on the tradition of a strong leader that has always marked this family-controlled company and to successfully navigate the company through the current challenging economic environment, as well as any future challenges. in the view of the board of directors, this leadership structure also enables the board of directors to better fulfill its risk oversight responsibilities, as described above under oversight of risk management. although the board of directors has not formally designated a lead independent director, mr. kangas, the  cotb  of the audit committee, serves as the director to whom correspondence may be directed on behalf of both the board of directors and the non-employee directors, as described above under corporate governance beginning on page 63",1
486,357301,2010,"board leadership structure and role in risk oversight currently, trustco's CEO also serves as cotb . the audit, nominating and corporate governance, and compensation committees are chaired by independent directors. the board of directors believes that in utilizing this structure it is more effective and efficient to combine the roles of cotb and CEO . only one member of management serves on trustco's board of directors. the board manages its role in risk oversight in several ways. the audit committee, whose members are independent, meets each quarter with the internal auditor and the company's independent auditor to review all financial and public disclosures. the compensation committee has reviewed the company's compensation policies and procedures and has concluded that the policies are not reasonably likely to have a material adverse affect on the company. the entire board reviews and approves, on an annual basis, all significant policies that address risk, including credit risk, interest rate risk, liquidity risk, and compliance risk. the board also monitors risk through reports received on a periodic basis. annually, the board approves the company's contingency plan as well as its insurance program. ",0
487,700564,2012,"fulton encourages you to vote your shares in advance of the annual meeting either by returning your proxy by mail, voting by telephone or voting via the internet so that your shares will be represented and voted at the annual meeting if you cannot attend in person and are eligible to vote in person at the annual meeting on april 30, 2012. director hodges currently serves as fulton's lead director and is the independent chair of the executive committee. the board has made a determination that a structure that includes a lead director and a combined  cotb / ceo is appropriate for fulton. pursuant to the governance guidelines, the board designates for a term of at least a year, and publicly discloses in the fulton proxy statement, the independent non-employee director who will lead the non-employee directors executive sessions and preside at all meetings of the board at which the  cotb  is not present. the governance guidelines also require that the lead director shall, as appropriate: serve as a liaison between the  cotb  and the independent directors; approve information sent to the board; approve meeting schedules to assure that there is sufficient time for discussion of all agenda items; and have the authority to call meetings of the independent directors. similar to many public companies, the leadership structure of fulton combines the positions of  cotb  and  ceo . this structure permits the ceo to manage the corporation's daily operations and provides a single voice for the corporation when needed. fulton believes that separation of these roles is not necessary because the lead director acts as a counterbalancing feature to the combined  cotb  and ceo position similar to other public companies. in addition, approximately 77% of fulton's directors (10 out of 13) are independent under applicable nasdaq standards, which provide an appropriate level of oversight at board meetings and executive sessions. finally, fulton's hr committee, nominating and corporate governance committee and audit committee are all comprised solely of independent directors.",1
488,701221,2010,"prior to december 2009, the board of directors operated under a traditional u.s. board leadership structure with cigna's chief executive officer (ceo) also serving as the chairman of the board. as part of the ceo succession planning process (undertaken by the board of directors prior to the announcement that h. edward hanway would retire as ceo and chairman (see p. 53)), the board of directors, advised by the corporate governance committee, engaged in an evaluation of the company's leadership structure. after careful review and consideration of alternative leadership structures, the board of directors determined that effective december 25, 2009, and in continuation of cigna's commitment to sound corporate governance principles, the roles of chairman and ceo would be separated, to allow an independent chairman to lead the board of directors. the board believes that this leadership structure is appropriate for cigna at this time because cigna has been, and in the coming year will continue to be, faced with unprecedented economic and competitive pressures in the marketplace; elevated public interest and possible sweeping changes to the industry and the competitive landscape as a result of potential health care reform; and a transition of leadership for the company's senior management. cigna's independent chairman serves as the principal representative of the board, presides over meetings of the board of directors and meetings of cigna shareholders, drives the meeting agendas and acts as the liaison on behalf of the board with the company's senior management. other key responsibilities of the independent chairman include: facilitating discussion among the independent directors on key issues and concerns and advising the ceo with respect to the flow of information between the board and cigna's management; counseling the ceo on issues of concern to the board and, together with the independent members of the board, evaluating the ceo's performance; leading the board in ceo succession planning; developing the schedule of board meetings together with the ceo and conferring regularly with the ceo and the committee chairs to develop meeting agendas; and playing a key role in the director recruiting process, including focusing on diversity and meeting with all qualified director candidates. for 2009 and 2010, the board also expects the independent chairman to spend a significant amount of time at the company offices providing guidance and oversight to management to assist with strategic planning for cigna's business and to fulfill his role as the board's liaison to management. please see pages 45 and 46 for additional information about the role of the current chairman of the board, isaiah harris, jr., during the company's leadership transition period",0
489,701221,2011,"in january 2010, the roles of chairman of the board and chief executive officer (ceo) were separated to allow an independent chairman to lead the board of directors. the board believes that this leadership structure furthers cigna's commitment to sound corporate governance principles and also aids the company as it navigates the current economic environment. cigna's ceo is responsible for the execution of cigna's strategic goals and management of the company's senior leaders. the independent chairman serves as the principal representative of the board, presides over meetings of the board of directors and meetings of cigna shareholders, drives the meeting agendas and acts as the liaison between the board and the company's senior management. other key responsibilities of the independent chairman include: facilitating discussion among the independent directors on key issues and concerns and advising the ceo with respect to the flow of information between the board and cigna's management; advising the ceo on issues of concern to the board and, together with the independent members of the board, evaluating the ceo's performance; leading the board in ceo succession planning; developing the schedule of board meetings together with the ceo and conferring regularly with the ceo and the committee chairs to develop meeting agendas; and engaging in the director recruiting process, including focusing on diversity of director candidates and meeting with all qualified candidates. ",0
490,701985,2012,"mr. leslie h. wexner serves as chairman of the board and chief executive officer of the company. mr. wexner is the founder of the company and has served as its chairman and chief executive officer for over forty years. mr. wexner (through his personal holdings and associated trusts) is also the company's largest stockholder. the board believes that mr. wexner's experience and expertise in the company's business and operations is unrivaled and that he is uniquely qualified to lead the company. accordingly, the company believes that mr. wexner's service as both chairman of the board and chief executive officer is a significant benefit to the company and provides more effective leadership than could be achieved in another leadership structure. ",1
491,702165,2011,"the board of directors has determined that having mr. moorman hold both the position of ceo and the position of  cotb  is in the best interest of the corporation and its stockholders. this structure allows for consistency of leadership of the board of directors and of management and reflects the depth of knowledge mr. moorman has regarding the business of the corporation. the board leadership structure also includes the position of lead director. the directors whom the board has determined are independent directors vote at the board's organizational meeting following the annual meeting of stockholders or at such other time as they deem appropriate to select an independent director to serve as lead director of the board. the lead director presides at all meetings of the board at which the  cotb  is not present, including meetings of the non-management ( outside ) directors, which are generally scheduled for every board meeting. the lead director serves as a liaison between the  cotb  and the outside directors and reviews board meeting agendas and meeting schedules and such other information to be sent to the board as he or she determines is necessary or appropriate under the circumstances. the lead director may also call meetings of the outside directors. mr. hillard will serve as the lead director of the corporation until his retirement on the date of this annual meeting, at which time the board will select a new lead director. the board has determined that all current directors (including nominees) other than mr. moorman satisfy the above categorical standards and qualify as independent directors of norfolk southern. mr. moorman serves as our  cotb , president and ceo and, therefore, is not an independent director. in making the foregoing independence determinations, our board of directors considered each of the following transactions, relationships and arrangements we had with members of our board, none of which exceeded our categorical independence standards or were sufficiently material as to require disclosure under item 404(a) of regulation s-k: in addition, the board of directors has considered one transaction which requires disclosure in this proxy statement. during 2010, the corporation interchanged traffic with the l&c railway ( l&c ), which is a shortline railroad. mr. bowles wife and her immediate family owned substantially all of l&c directly and indirectly through a series of family trusts. the corporation paid l&c $3.8 million in interchange fees and related fuel surcharges through november 2010. mr. bowles wife and her immediate family sold the l&c operating assets in november 2010, prior to mr. bowles election as a norfolk southern director. the board has determined that this transaction does not impair mr. bowles independence. more information on this transaction can be found under transactions with related persons on page 28. norfolk southern's board of directors has directed and requires each of the  cotb , president and  ceo , his family and guests when appropriate, to use norfolk southern's aircraft whenever reasonably possible for air travel. norfolk southern believes that such use of the corporate aircraft promotes its best interests by ensuring the immediate availability of this officer and by providing a prompt, efficient means of travel and in view of the need for security in such travel. for the same reasons, norfolk southern's board of directors has determined that the  cotb , president and ceo may authorize employees and their guests to use the corporate aircraft for purposes which further the business interests of norfolk southern and when the aircraft is not otherwise needed for business use. such use by other employees and their guests is infrequent. other perquisites include executive physicals, personal use of company facilities, certain approved spousal travel, and tax preparation services. norfolk southern discontinued tax gross-up payments on all perquisites for executive officers in 2009, and the provision of company cars and club dues for the  cotb , president and ceo and the executive vice presidents was discontinued in 2008 (except for the chief marketing officer, who is reimbursed for club dues on memberships which further the business interests of norfolk southern). norfolk southern entered into change-in-control agreements during 1996 at a time of consolidation in the rail industry. the agreements were intended to provide certain economic protections to executives in the event of a termination of employment following a change-in-control of norfolk southern and to keep management intact and focused on the best interests of norfolk southern during uncertain times. benefits will not be paid under the agreements unless both a change in control occurs and the executive's employment is terminated or constructively terminated following the change in control. we believe this double trigger maximizes stockholder value because this structure would prevent an unintended windfall to management in the event of a change in control that does not result in the termination (or constructive termination) of employment of management. in 2002, the board of directors agreed to abide by a stockholder approved proposal ",1
492,703360,2010,"our business, property and affairs are managed under the direction of our board of directors. members of the board are kept informed about our business through discussions with our chief executive officer and other officers, by reviewing materials provided to them and by participating in meetings of the board and its committees. the following individuals are currently members of the board: charles a. haggerty richard s. hill john h.f. miner arun netravali matthew j. o'rourke gregorio reyes michael g. strachan abhijit y. talwalkar susan whitney mr. reyes, who is not an employee of the company, is the chairman of the board. in addition to chairing board meetings, he approves agendas for board meetings and attends meetings of the standing committees of the board. at those meetings, he provides advice and participates in discussions, even though he is not a formal member of the committees. we currently believe that having an independent director serve as chairman enables the board to have an agenda and meeting discussions that contain an appropriate balance of issues raised by management and by the non- management directors. the board has three standing committees: the audit committee, the members of which are: messrs. strachan (chair), hill and o'rourke. the compensation committee, the members of which are: messrs. haggerty (chair), miner and netravali and ms. whitney. the nominating and corporate governance committee, the members of which are: messrs. miner (chair), haggerty and netravali and ms. whitney. in 2009, the board held nine meetings. all current directors attended at least 75% of the aggregate number of meetings of the board of directors and meetings of the committees of the board on which they served. at least quarterly, the nonmanagement directors met in executive session without members of management. these sessions are presided over by our chairman. to communicate directly with mr. reyes or any of the other non- management directors, follow the instructions described below under ""communications with directors."" the board has adopted a charter for each of the three standing committees and corporate governance guidelines that address the make- up and functioning of the board and those committees. the board has also adopted a code of conduct that applies to all of our employees, officers and directors, as well as a separate code of conduct that applies only to our principal executive officers and senior financial officers. you can find links to these documents on our website at: http://www.lsi.com/governance.",0
493,704051,2011,"the board is responsible for determining its leadership structure, which currently consists of a  cotb , a lead independent director and a  cotb  leading each board committee. currently, the  cotb , mark r. fetting, also serves as legg mason's  ceo . the board believes that the company and its stockholders are best served by maintaining the flexibility to have any person serve as  cotb  based on what is in the best interests of the company and its stockholders at a given point in time, and therefore the board does not support placing restrictions on who may serve as  cotb . when the board elects a non-independent director as  cotb , it considers, among other things, the composition of the board, the role of the lead independent director, legg mason's strong corporate governance practices and any challenges specific to the company. the board has concluded that having one individual serve as  cotb  and ceo is the most effective leadership structure for legg mason at this time because that individual is an effective  cotb  and is able to provide a good link between the board and management, while the current lead independent director provides strong independent leadership for the independent directors on the board. in order to ensure independent leadership on the board, our corporate governance principles establish a lead independent director position whenever the  cotb  is not an independent director. the corporate governance principles also set out clearly defined leadership authority and responsibilities for the lead independent director, who is elected by a vote of independent directors. w. allen reed currently serves as lead independent director. mr. reed's duties as lead independent director include working independently to assist the  cotb  in setting agendas for board meetings, approving information sent to board members, if appropriate, acting as a liaison between the  cotb  and the independent directors and serving as the chair for executive sessions of independent directors. in order to further enhance the independence of the board from management, the board believes that a substantial majority of the board should consist of independent directors. our corporate governance principles provide that at least three-quarters of the board members should qualify as independent directors at any time. all of our current directors except for mr. fetting are independent, as determined in accordance with new york stock exchange listing standards. ",1
494,704415,2013,"we believe our board leadership structure is appropriate in light of the company's business. our board of directors corporate governance guidelines (our corporate governance guidelines ) provide that our board size should consist of at least five and no more than 12 directors which we believe provides for the optimal exchange of ideas without stifling cooperation. while our corporate governance guidelines provide flexibility in who may serve as  cotb , we do not presently combine the roles of  cotb  and ceo ( ceo ). in may 2011, the board elected john ballantine, a director of the company since 2003, as  cotb . our corporate governance guidelines set forth in greater detail the responsibilities of our board. our corporate governance guidelines are available under corporate governance accessible through the investors link on the company's website at www.healthways.com.",0
495,705432,2010,"as is common practice among public companies in the united states, the board has appointed the company's ceo ( ceo ) to serve as  cotb . in his position as ceo , mr. hartley has primary responsibility for the day-to-day operations of the company and provides consistent leadership of the company's key strategic objectives. in his role as  cotb , he sets the strategic priorities for the board, presides over its meetings and communicates its strategic findings and guidance to management. the board believes that the combination of these two roles provides more consistent communication and coordination throughout the organization, which results in a more effective and efficient implementation of corporate strategy and is important in unifying the company's strategy behind a single vision.",1
496,706698,2010,"the roles of CEO and cotb are held by mr. cornwell. because of mr. cornwell's training and experience in the organization of functions of a board of directors, his successful tenure on the board since 1993 and the small size of the company's board membership, the board of directors believes this structure is most appropriate at this time. mr. hoyer serves as the lead director of the outside directors because of his tenure as the longest serving outside director, and his roles as cotb of the audit committee and outside director representative on the executive committee",0
497,706874,2013,"mr. erwin was named ceo in january 2010 and has continued to serve in that capacity since then. effective january 1, 2012, mr. glenn was elected to serve as  cotb . prior to being appointed as  cotb , mr. glenn served as the board's lead director. since the election of mr. glenn as an independent  cotb , the role of lead director was not filled. as the  cotb , mr. glenn's duties and responsibilities include, among other things: together with the  ceo , with input from the other directors, approving board meeting agendas; together with the  ceo , with input from the other directors, approving meeting schedules to ensure that there is sufficient time for discussion of all agenda items; presiding at executive sessions or special meetings of independent directors and, as appropriate, providing feedback to the ceo and otherwise serving as a liaison between the independent directors and the  ceo ; calling executive sessions of the independent directors of the board and advising the ceo of actions or deliberations at such sessions; working with committee chairs to ensure coordinated coverage of board responsibilities; facilitating communication between the board and management, including advising the ceo of the board's informational needs and approving the types and forms of information sent to the board; serving as an additional point of contact for board members and shareholders; acting as a sounding board and mentor to the  ceo ; and staying informed about the strategy and performance of the company and reinforcing that expectation for all board members. we believe it is the  ceo 's responsibility to manage the day to day operations of the company and the  cotb 's responsibility to lead the board. in making the decision in 2010 for these roles to be separate, we believe it is beneficial to have a  cotb  whose sole job is leading the board and providing oversight to management. additionally, the board considered the time required of mr. erwin to devote as ceo in the current economic and regulatory environment. by separating the  cotb  and ceo roles, mr. erwin is able to focus his attention on leading and managing the company. this also ensures there is no duplication of effort between the ceo and the  cotb . the board believes that separating the  cotb  and ceo positions is the right corporate governance structure for the company because it most effectively utilizes mr. glenn's and mr. erwin's experience and knowledge regarding the company and the financial services industry including by allowing them to lead and participate in, respectively, board discussions regarding the company's business and strategy. we also believe this structure provides strong leadership for the board, while also positioning the ceo as the leader of the company in the eyes of our board, clients, teammates and other stakeholders. the company is a financial institution and both mr. glenn and mr. erwin have extensive years of banking experience at the company (through board and management experience, respectively) as well as other financial institutions (see item 1: election of directors herein for discussion regarding the business experience of mr. glenn and mr. erwin) and have the knowledge, expertise and experience to understand the opportunities and challenges facing the company as well as the leadership and management skills to promote and execute the company's values and strategy, particularly during the current challenging economic and regulatory environment.",0
498,707549,2011,"the current leadership structure of the board consists of a  cotb , a vice  cotb  and a lead independent director. the  cotb , mr. bagley, is a former ceo of the company. our current  ceo , mr. newberry, serves as vice  cotb . the board believes that having a  cotb , a vice  cotb  and a lead independent director is the appropriate leadership structure at this time. the company and its stockholders benefit from having our former ceo serve as our  cotb , as he can bring to bear his experience with the company's business and customers in carrying out his responsibilities as  cotb ; and from having our current ceo serve as vice  cotb , as he can provide detailed and in-depth knowledge of the issues, opportunities and challenges facing the company and bring to bear his perspective in setting board agendas as well as participating in board discussions and decisions. we expect these benefits to continue after mr. newberry transitions from being vice  cotb  and ceo to being vice  cotb  on january 1, 2012. the company and its stockholders also benefit from having a lead independent director to provide independent board leadership. ",0
499,707886,2010,"mr. mckay serves as the cotb and CEO of ucfc. during the latter part of 2008 and early 2009, the nominating and governance committee reviewed and considered ucfc's and home savings board leadership structure. it specifically considered whether to split the roles of cotb and CEO at ucfc and whether to appoint a lead independent director at ucfc home savings. as part of that study, the committee reviewed and considered the job descriptions of mr. mckay, the potential job descriptions if the positions were split, the potential job descriptions for a lead independent director and an analysis of ucfc's peer companies. as more particularly described below, the committee determined that splitting the roles of cotb and CEO would not be in the best interests of ucfc, and that the appointment of a lead independent director was unnecessary. the board of home savings engaged in a management study during 2008. in connection with that study and in reviewing the leadership structure of the board of home savings, the nominating and governance committee and board determined that mr. mckay would remain the cotb , and mr. bevack, who was the president and chief operating officer of home savings, would be promoted to president and CEO of home savings. the board believed this leadership was most appropriate for ucfc because it permitted mr. mckay to focus on the long-term strategic objectives of, and running the operations for, ucfc. in addition, mr. mckay provides guidance to mr. bevack and sets the agenda for, and presides over, home savings board meetings. the committee has reviewed its current board leadership structure in connection with the filing of this proxy statement. in doing so, the committee has concluded, as it did previously, that the most effective board leadership structure for ucfc is for mr. mckay to serve as both cotb and CEO of ucfc, a structure that has served ucfc well for many years. ucfc also does not have a lead independent director. the boards maintain the authority at all times to modify this structure if necessary when doing so would be in ucfc's best interests. the board of ucfc believes that the current leadership structure is efficient and in the best interests of ucfc for the following reasons: the CEO 's management and operation of ucfc and execution of ucfc's strategy provides the CEO with a comprehensive understanding of ucfc's performance and strategic priorities, which is crucial for leading discussions of the board of directors and executing strategy; ucfc's existing corporate governance guidelines, committee charters and policies (including those of home savings) provide for strong independent leadership, independent discussion among directors and for independent evaluation of, and communication with, many members of senior management and the guidelines, charters and policies therefore achieve independent oversight and management accountability, which is the goal that many seek to achieve by separating the roles of cotb and CEO ; ucfc's corporate governance guidelines provide for the chair of the nominating and governance committee to preside over all executive sessions of the board, and the board has held numerous executive sessions over the past year; and the board has separated the role of cotb and CEO at home savings, and this has allowed mr. mckay as cotb and CEO of ucfc to focus his attention on the strategic objectives of ucfc and to build an investor relations program.",0
500,707886,2014,"the nominating and governance committee reviews and considers ucfc's and home savings board leadership structure. as more particularly described below, the committee has determined that splitting the roles of  cotb  and ceo is in the best interests of ucfc and that the appointment of a lead independent director is unnecessary given this structure. the committee has reviewed its current board leadership structure in connection with the filing of this proxy statement. in doing so, the committee has concluded that the most effective board leadership structure for ucfc continues to be for the  cotb  to be an independent, non-executive member of the board. the board first appointed mr. schiraldi to this position in september 2010, and he has been re-elected by the board each year thereafter. mr. schiraldi also serves as the  cotb  of home savings. as the independent, non-executive  cotb , mr. schiraldi serves on all board committees, either as an appointed member or as an ex-officio member, and he presides over all executive sessions of the board. the board believes this structure is an essential mechanism for enhancing the governance practices of the board, ensuring that independent and open discussions occur amongst independent directors and between directors and management and facilitating a leadership position within the board. the boards maintain the authority at all times to modify this structure, if necessary, when doing so would be in ucfc's best interests. the board of ucfc believes that the current leadership structure is efficient and in the best interests of ucfc for the following reasons: splitting the role of  cotb  and ceo allows ucfc and home savings to maintain strong corporate governance practices by separating the roles and improving efficiency. mr. small, as president and  ceo , is able to focus on ucfc's and home savings day-to-day management and operations and the execution of ucfc's and home savings strategies, while mr. schiraldi is able to focus on board matters and the relationship of and interaction between the board and management. the independent, non-executive  cotb 's responsibilities include: (a) ensuring independent and open discussions occur amongst board members; (b) assuming a leadership role in facilitating discussion or addressing issues regarding governance issues, as appropriate; (c) serving as a liaison among and between independent directors and the president and ceo with respect to issues not readily or easily discussed in a formal setting; (d) being a partner to the president and ceo , helping him to achieve the strategic goals of ucfc and home savings and establishing a close relationship of trust with the ceo ; and (e) strengthening organizational unity, fostering respect for organizational history and ensuring effective succession planning of the ceo and board; ucfc's corporate governance guidelines provide for the  cotb , who is independent, to preside over all executive sessions of the board, and the board has held numerous executive sessions over the past year; and the appointment of an independent, non-executive  cotb , who serves on all board committees either as an appointee or as an ex-officio member, provides the board with greater oversight over risk because the  cotb  participates in all committees, and he is able to keep the other members of the board informed regarding material risks reported to ucfc's and home savings board committees.",0
501,708781,2010,"the company's corporate governance guidelines specify that the board has flexibility to decide whether it is best for the company to combine or separate the roles of  cotb  ( cotb ) and ceo . since july 2008, the roles of  cotb  and ceo of the company have been performed by two different individuals, mr. collett and mr. brunngraber, respectively. the board has determined to separate the roles of ceo and  cotb  in recognition of the differences between the two roles currently. the ceo is responsible for setting the strategic direction for the company and the day to day leadership and performance of the ",0
502,709283,2015,"quantum's corporate governance principles provide that a majority of the board shall consist of independent directors. the board has determined that none of the directors standing for election, other than jon w. gacek, has any material relationship with quantum (either directly or as a partner, stockholder or officer of an organization that has a relationship with quantum), and that such directors and nominees (other than mr. gacek) are independent under all applicable regulations, including the rules of the nyse and the sec. the board is committed to strong, independent board leadership and oversight of management's performance and therefore has appointed paul r. auvil iii as the non-executive, independent chair. in addition, the board believes that separating the positions of independent chair and ceo allows our ceo to focus on the the purpose of these change of control agreements is to ensure that we will have the continued dedication of our executive officers by providing such individuals with compensation arrangements that are competitive with those of the executives of the companies in our peer group, to provide sufficient incentive to the individuals to remain employed with us, to enhance their financial security, as well as protect them against unwarranted termination in the event of a change of control of the company. the board of directors believes that this policy serves the best interests of stockholders because it eliminates management's self-interest considerations during a potential change of control at a cost that is both appropriate and reasonable. the purpose of the severance benefits provided in these offer letters is to ensure that the company will have the continued dedication of mr. gacek and mr. britts by providing sufficient incentive to them to remain with us and to enhance their financial security. the board of directors believes that these offer letters serve the best interests of stockholders because it enables us to secure the services of mr. gacek and mr. britts at a cost that is both appropriate and reasonable. ",0
503,712534,2015,"two separate individuals serve in the positions of chair of the board and president and ceo of the company. mr. schalliol, an independent director, serves as the chair of the board, and mr. rechin serves as the president and ceo . the company has determined that this leadership structure is preferable because the two positions entail different roles and different, but complementary, responsibilities. the chair provides strategic direction, advice and counsel to the president and ceo , but the president and ceo is primarily responsible for the management of the company's daily operations. the company believes this leadership structure is beneficial because it allows the company to take advantage of the chair's and the president and ceo 's differing backgrounds, experiences and perspectives. in addition, regular and frequent communication between the chair and the president and ceo provides a vehicle for promoting a positive and productive relationship between the board and the president and ceo and among the board, management and the shareholders. it also reduces the potential for conflicts of interest and enhances the oversight of risk. further, this structure allows the board to more objectively and effectively carry out its responsibilities involving oversight of the company's management and, in particular, its responsibility for the selection, retention and compensation of the president and ceo and other senior executives.",0
504,712537,2017," we believe that the roles of  cotb  and ceo should be held by separate persons and that the  cotb  should be an independent director. this separation establishes an appropriate division of the board's oversight role from the management responsibilities of the officers and employees of the company. consistent with this principle, our current  cotb , david s. dahlmann, is a non-executive independent director. ",0
505,713095,2013,". as of the date of this proxy statement, our board of directors consists of twelve members. we also have two advisory directors who do not vote. our board of directors held seven meetings during 2012. all directors attended at least 75% of the total number of board meetings and the meetings of the committees to which they belonged. our board of directors does not have a specific policy for director attendance at our annual meeting of shareholders. all directors attended our 2012 annual meeting. our board of directors has a standing audit committee and compensation committee but does not have a standing nominating committee. the executive committee performs the functions of a nominating committee. we are a bank holding company that was formed in 1982 under the bank holding company act of 1956, as amended. we are the parent company for four separately chartered commercial bank subsidiaries and six separate non-bank subsidiary companies. our board is currently comprised of ten independent directors, one director that is not independent due to the amount of compensation received in 2012 and one employee director. we are committed to a strong, independent board and believe that objective oversight of the performance of our management is a critical aspect of effective governance. accordingly, the role of  cotb  and ceo are held by different individuals. we believe this separation permits our ceo to focus on our day-to-day business operations and our  cotb  to focus on leading our board in overseeing the strategic direction of the corporation and providing overall guidance and oversight of our business and management. our  cotb  is an independent director and has the following duties: chair and preside at board meetings; coordinate with our ceo in establishing the annual agenda and topic items for board meetings; advise on the quality, quantity and timeliness of the flow of information from management to the board; act as principal liaison between management and the board on sensitive issues; retain independent advisors on behalf of the board as the board may determine is necessary or appropriate; assist the compensation committee with the annual evaluation of the performance of the ceo ; and provide an important communication link between the board and shareholders, as appropriate. our board of directors, together with the audit and compensation committees of the board, coordinate with each other to provide enterprise-wide oversight of our management and handling of risk. these committees report regularly to the entire board of directors on risk-related matters and provide our board of directors with integrated insight about our management of strategic, credit, interest rate, financial reporting, technology, liquidity, compliance, operational and reputational risks. in addition, each of our subsidiaries have their own board of directors, and each bank subsidiary has audit and asset liability management committees, both of which provide risk management at each of their respective companies. our ceo serves on the board of each directly owned subsidiary. one of the key responsibilities of each subsidiary board is to manage strategic, credit, interest rate, financial reporting, technology, liquidity, compliance, operational and reputational risks. our board of directors believes that sound credit underwriting to manage credit risk and a conservative investment portfolio to manage liquidity and interest rate risk contribute to an effective oversight of the corporation's risk and we require our subsidiaries to follow this philosophy. the structure of separate chartered banks allows each bank the ability to operate quickly and efficiently without going through unnecessary levels of management. the structure of internal controls, processes and examinations allow the necessary oversight and protection. our board of directors and each subsidiary board of directors meet on a regular basis and are presented reports from management to evaluate performance and the opportunity to relay refined directions. our structure gives us a competitive advantage over larger financial institutions with less hometown connection and unwieldy chains of command. . in accordance with our articles of incorporation, our board of directors is classified into three classes as nearly equal in number as the then total number of directors constituting the whole board permits. each class is to be elected to separate three (3) year terms with each term expiring in different years. at each annual meeting the directors or nominees constituting one class are elected for a three (3) year term. all four of our director nominees are currently serving on our board and their term expires at the annual meeting on may 14, 2013. if elected, the four director nominees will serve until the annual meeting of shareholders in 2016. any vacancies that occur after the directors are elected may be filled by the board of directors in accordance with law for the remainder of the full term of the vacant directorship.",0
506,713676,2012,"james e. rohr, our current ceo, also serves as the chairman of the board. thomas j. usher, the board's presiding director, serves as our lead independent director. we describe his duties in more detail below. the board continues to value mr. rohr's substantial experience at pnc, his leadership in growing pnc and delivering value over a volatile period, and his extensive industry knowledge and insights. the board also values mr. usher's experience as the presiding director and his fulfillment of the duties of the position. based on a review of the skills, qualifications, and experience of our chairman and lead independent director, the board does not currently recommend a separation of the positions of chairman and ceo. ",1
507,714395,2013,"our board is led by a lead independent director and by a  cotb . the lead independent director assists our board in assuring effective corporate governance and serves as chairperson of meetings of the independent directors that are held without the presence of any directors who may at that time be deemed not to be independent. the lead independent director also chairs meetings of our board during any meetings or portions of meetings if the  cotb  is absent. the  cotb  chairs meetings of our board (other than the separate sessions only of the board's independent directors) and of our shareholders. mr. klem is our board's lead independent director and mr. schroeder (our  ceo ) is our  cotb . our board believes that this leadership structure is the most appropriate for our company. our board believes that it benefits by the efficiencies achieved in having the role of ceo and  cotb  combined in the same individual (mr. schroeder), and that the detailed knowledge of our day-to-day operations and business possessed by our  cotb  as a result of his also acting as our ceo greatly enhances the decision-making processes of our board as a whole. the independence of the board as a whole is not compromised, however, as a result of the active involvement of mr. klem as the designated lead independent director, who is in a position to ensure that the powers and duties of the  cotb  are being handled responsibly despite the dual role held by the  cotb  as ceo . furthermore, consistent with nasdaq listing requirements, the independent directors regularly meet in independent sessions without mr. schroeder in attendance. our board has adopted a procedure by which shareholders may send communications to our board as part of the corporate governance guidelines. these guidelines are available for review by shareholders in the corporate profile - governance documents section of the investor relations portion of the company's web site, . further, our board had adopted a resolution that declares that it is the policy of this board that all members of our board, regardless of whether they are standing for re-election at any such meeting, are strongly encouraged to attend each annual meeting of the shareholders of the company that occurs during their tenure on our board. all of the members of our board who were in office at such time attended the 2013 annual meeting of shareholders except richard e. forbes.",1
508,714562,2010,"the board of directors has separated the roles of ceo and  cotb  in recognition of the differences between the two roles. the ceo is responsible for setting the strategic direction for the corporation and the day to day leadership and performance of the corproation, while the  cotb  provides guidance to the ceo and sets the agenda for board meetings and presides over meetings of the full board. because mr. smith, our  cotb , is an employee for the corporation and is therefore not independent, our board of directors has appointed the  cotb  of our nominating and corporate governance committee, ronald k. rich, as presiding director to preside at all meetings of the independent directors. the independent directors met four times during 2009. ",0
509,714603,2010,"our bylaws provide that the board has the discretion but may choose not to appoint a cotb . in the absence of such an appointment, the CEO chairs meetings of the board. our board has not elected a cotb with the result that our CEO , thomas a. mcdonnell, chairs the board meetings and discharges the other duties of cotb . the board has determined that the board and the company are presently best led by having a lead independent director as well as having the CEO discharge the duties of a cotb . having the CEO perform the functions of a cotb provides both accountability to the board and clear and effective leadership for the board and the company, while avoiding any potential for confusion or duplication of efforts between the CEO and a separately appointed cotb . currently, seven of our nine directors are 'independent' as defined by the new york stock exchange rules. our corporate governance guidelines, which are available on our website, provide for a strong and independent lead independent director role. the board has appointed michael g. fitt as lead independent director. the lead independent director performs the following functions and such other functions as the board may direct: presiding at executive sessions of the board at which only non-management or independent directors are permitted to be present, along with other persons invited to attend such sessions by the lead independent director or by consensus of a majority of the non-management or independent directors. serving as liaison between the non-management or independent directors and either the cotb , if one is appointed, or the CEO . advising the cotb , if one is appointed, or the CEO of agenda items for board meetings suggested by any non-management director. serving as a point of contact for stockholders wishing to communicate with the board other than through the cotb , if one is appointed, or the CEO . our governance processes, including the board's involvement in developing and implementing strategy, active oversight of risk, regular review of business results and thorough evaluation of CEO performance and compensation, provide rigorous board oversight of the CEO as he fulfills his various responsibilities, including discharging the duties of the cotb . the board, with the assistance of the audit committee, has oversight of the company's risk assessment and risk management, with particular focus by the board on material corporate governance and business strategy risks. the audit committee assists the board with oversight of the company's material financial risk exposures, including without limitation liquidity, credit, operational and investment risks, and the company's material financial statement and financial reporting risks. the compensation committee assists the board with oversight of whether the company's compensation policies and practices for all employees, including non-executive officers, create risks that are reasonably likely to have a material adverse effect on the company, and whether the effect of incentive compensation structures for executive officers may cause inappropriate risk-taking. in each case the board or the committee oversees the steps company management has taken to monitor and control such exposures. the CEO , by leading board meetings, facilitates reporting by the audit committee and the compensation committee to the board of their respective activities in risk oversight assistance to the board. the lead independent director, who serves on both committees, suggests risk management topics for board agenda as he and other non-management directors deem appropriate. he may lead risk management discussions in executive sessions of non-management or independent directors. the CEO 's collaboration with the board allows him to gauge whether management is providing adequate information for the board to understand the interrelationships of our various business risks. he is available to the board to address any questions from directors regarding executive management's ability to identify and mitigate risks and weigh them against potential rewards. ",0
510,715957,2010,"our corporate governance guidelines provide that our board will determine whether to have a joint ceo and chairman position or whether to separate these offices, taking into consideration succession planning, skills and experience of the individuals filling these positions and other relevant factors. the board believes that the most effective leadership structure for dominion at this time is for mr. farrell to serve as both dominion's ceo and chairman of the board of directors for the reasons set forth below. the board believes it is imperative to have one voice leading dominion through the challenges of re-regulation of our electric utility business in virginia as well as its first virginia base rate case since 1997. having a combined ceo and chairman also promotes unified leadership and direction for the company and allows a single clear focus for management to execute the company's strategy and business plans effectively. this was essential during the financial and economic uncertainties of 2008 and 2009, and the board believes mr. farrell provides the necessary leadership experience and skills to address the energy demands, financial issues and environmental and regulatory challenges of the future. the board believes there is no single best leadership structure that is the most effective in all circumstances, and may decide to separate the positions of ceo and chairman in the future if it deems it is appropriate and in the best interests of the company. the board has adopted governance policies and practices to ensure a strong and independent board that provides balance to the combined ceo and chairman position. all directors except for mr. farrell are independent and all committees of the board are made up of entirely independent directors. the independent directors also meet in executive session without management present at each regularly scheduled board meeting with the chair of the cgn committee leading these non-management executive sessions. board members also have complete and open access to management, as well as our independent auditor and the cgn committee's independent compensation consultant. the board believes that dominion's current board leadership structure enhances its ability to engage in risk oversight because of mr. farrell's insights from a management perspective into the material risks inherent in dominion's business and his role as chairman to ensure that the board and its standing committees give attention to these areas. ultimately, the full board has responsibility for risk oversight, but our committees help oversee risk in areas over which they have responsibility. the full board receives regular updates related to various risks for both our company and our industry. as provided under our corporate governance guidelines and the respective committee's charter, the audit and finance and risk oversight committees receive and discuss reports regularly from members of management, including the chief risk officer, who are involved in the risk assessment and risk management functions on a daily basis. in addition, the cgn committee annually reviews, with the assistance of management, the overall structure of the company's compensation program and policies for all employees as they relate to the company's risk management practices. ",1
511,716006,2014,"our bylaws require that the offices of  cotb  and ceo be held by separate individuals and our corporate governance guidelines require that the  cotb  be an independent director. we believe separation of the offices of  cotb  and ceo helps preserve our board's independence and objectivity, provides an appropriate division of labor between our ceo and  cotb , and contributes to our effective governance, in part by having an independent  cotb  available to counsel our ceo and facilitate his interactions with the board. james e. hoffman, who brings executive leadership and corporate governance experience to the board, serves as our  cotb  and leads the board of directors. james l. welch brings transportation industry knowledge, experience and expertise and almost 30 years experience with our company to his leadership role as our ceo . in light of the requirement that our  cotb  be an independent director, our board does not have a lead independent director. our business and affairs are managed under the oversight of our board. there are nine members of the board. the four standing committees audit & ethics, compensation, governance and finance are an integral part of our board leadership structure. these committees, all of whose members are independent directors, are discussed in more detail above. in determining the membership of each standing committee, the governance committee considers each director's unique skills and experience in relation to the committee(s) on which he serves and the particular needs of each committee. our leadership structure also includes an experienced and energetic management team that provides information, business intelligence, reports and opinions to the board on a regular basis. the board and committees also rely on the advice of counsel, accountants, executive compensation consultants, internal and external auditors, and other expert advisors. a robust committee framework sustains a line of communication among directors and with management. regularly scheduled management reports and presentations, based upon strategic, operational, financial, legal and risk management aspects of our business, provide vital information to our board and committees. directors have complete access to our ceo , cfo and other members of our senior management team. the board's role is to oversee, counsel and direct our senior management team. the role of our executive officers is to develop and implement corporate strategy, conduct our operations, manage our material risk exposures, and implement board directives. our board endeavors to strike an appropriate balance between effective oversight and undue interference with our executives in the conduct of our affairs. we believe our leadership structure is effective because the board and management respect one another's roles and work collaboratively to promote stakeholder value. election of directors",0
512,716314,2011," this vote is advisory and not binding on us, but we will take into account the outcome of the vote when considering the frequency of future advisory votes on executive compensation. the board of directors may decide that it is in the best interests of our stockholders and the company to hold an advisory vote on executive compensation more or less frequently than the frequency receiving the most votes cast by our stockholders. we have a non-executive, independent director, jerald d. bidlack, who serves as  cotb  of our board of directors. our board of directors believes that its leadership structure, with a non-executive  cotb  position separate from our president and  ceo , provides appropriate, independent oversight of management. as  cotb  of our board of directors, mr. bidlack: (1) presides at all meetings of the board of directors and stockholders; (2) presides during regularly held sessions with only the independent directors; (3) encourages and facilitates active participation of all directors; (4) develops the calendar of and agendas for board meetings in consultation with our ceo and other members of the board; (5) determines, in consultation with our  ceo , the information that should be provided to the board in advance of the meeting; and (6) performs any other duties requested by the board from time to time. ",0
513,716634,2014,"of the board of directors. we believe this leadership structure is appropriate because it is more efficient than having these roles divided, and mr. cotter, sr., our controlling stockholder, has advised the board of directors that he considers his holdings in our company to be long-term investments to be passed onto his heirs. the directors believe that it is in the best interests of our company and our stockholders for his heirs to become experienced in our operations and affairs. accordingly, all of mr. cotter, sr.'s children are currently involved with our company",1
514,717423,2017,"the chairman of the board of directors, chief executive officer and other directors bring different perspectives and roles to the company's management, oversight and strategic development. the company's directors bring experience and expertise from both inside and outside the company and industry, while the chief executive officer is most familiar with the company's business and industry, and most capable of leading the execution of the company's strategy. the board believes that separating the roles of chairman and chief executive officer is currently in the best interest of shareholders because it provides the appropriate balance between strategy development and independent oversight of management. the board will, however, maintain its flexibility to make this determination at any given point in time to provide appropriate leadership for the company. ",0
515,717605,2010,"board leadership structure as stated in our corporate governance guidelines, we do not require separation of the offices of the  COTB  and CEO as the company has no other stated policy on this matter. the board believes that it is appropriate for mr. berges to hold both offices because we have in place sound counter-balancing mechanisms to ensure that we maintain the highest standards of corporate governance and effective accountability of the CEO to the board, including the following: each of the other nine directors on the board are independent the board has named a presiding director, whose responsibilities are described in detail below mr. berges' performance and compensation is reviewed, and mr. berges' compensation is set, by the compensation committee, with formal oversight by the independent directors as a group the independent directors meet in regular executive sessions without management the board provides oversight of succession planning for executive positions   as noted above, our board has a presiding director. if the cotb is independent, then the cotb will be the presiding director. if the cotb is not independent, as is the case with mr. berges, then the independent directors are required to designate an independent board member to serve as presiding director. the independent directors have designated ms. derickson to serve as presiding director. the responsibilities of our presiding director include the items listed below. some of these responsibilities are performed by ms. derickson, at least in part, in her capacity as the chair of the nominating and corporate governance committee. chairs meetings of the board in which there is a potential conflict of interest with the  COTB , and acts as a liaison between the other directors and the cotb on sensitive issues oversees the flow of information to the board determines the agenda for board meetings with input from management and other directors oversees the board's performance evaluations of the CEO and provides feedback directly to the CEO supervises the board and committee annual self-evaluation process chairs executive sessions of the board and meets with the CEO to discuss matters of board concern collaborates with the nominating and corporate governance committee in monitoring the composition and structure of the board and leads director recruitment efforts the independent directors are required under our corporate governance guidelines to meet in executive session, without management, a minimum of two times a year. ",0
516,717720,2010,board leadership structure the company's current practice is to combine the roles of CEO ( CEO ) and  COTB . the board has determined that combining these positions serves the best interests of the company and its shareholders. board oversight is enhanced by the fact that the board's key committees - audit and compensation are comprised entirely of independent directors. ,0
517,717724,2010,"in order to implement the reorganization proposal, we need shareholders to adopt and approve the related reorganization agreement. our board of directors has carefully considered the reorganization agreement, which provides for the merger of dressbarn and mergerco and the related transactions described in this proxy statement/prospectus, and believes that it is advisable, fair to and in the best interest of our shareholders, and recommends that you vote the positions of  cotb  and ceo are presently separated and have historically been separated at the company. we believe that separating these positions allows our ceo to focus on our day-to-day business, while allowing the  cotb  to lead the board in its fundamental role of providing advice to and oversight of management. our board recognizes the time, effort and energy that the ceo is required to devote to his position in the current business environment, as well as the commitment required by our  cotb , particularly as the oversight responsibilities continue to grow. our board believes that having separate positions is the appropriate leadership structure for us at this time and demonstrates our commitment to good corporate governance. whereas, the board of directors of each of the company, holdingco and mergerco have unanimously determined that it is advisable and in the best interests of their respective securityholders to reorganize to create a new holding company structure by merging the company with mergerco with the company being the surviving entity (sometimes hereinafter referred to as the whereas, the board of directors of the company has unanimously determined that it is advisable and in the best interests of its shareholders to reorganize the company's operations, such that the public company owned by its shareholders is incorporated in the state of delaware and, accordingly, holdingco has been incorporated in the state of delaware; . this agreement may be terminated and the merger contemplated hereby may be abandoned at any time prior to the effective time by action of the board of directors of the company if such board of directors should determine that for any reason the completion of the transactions provided for herein would be inadvisable or not in the best interest of the company or its shareholders. in the event of such termination and abandonment, this agreement shall become void and neither the company, holdingco nor mergerco nor their respective stockholders, members, directors or officers shall have any liability with respect to such termination and abandonment. . the fact that any action or transaction conflicts with the provisions of section 9(a) shall not be construed to waive or satisfy any other requirement of law or this certificate of incorporation or to impose any fiduciary duty, obligation or responsibility on the board of directors or any member thereof to approve such action or transaction or recommend its adoption or approval to the stockholders of the corporation, nor shall such compliance limit, prohibit or otherwise restrict in any manner the board of directors, or any member thereof, with respect to evaluations of or actions and responses taken with respect to such action or transaction. the board of directors, when evaluating any business combination, shall, in connection with the exercise of its judgment in determining what is in the best interests of the corporation and its stockholders, give due consideration to all relevant factors, including, without limitation, the social and economic effects on the employees, customers, suppliers and other constituents of the corporation and its subsidiaries and on the communities in which the corporation and its subsidiaries operate or are located.",0
518,718789,2013,"the positions of the company's  cotb  and ceo are separated. separating these positions allows the company's ceo to focus on the company's day-to-day business, while allowing the  cotb  to lead the board in its fundamental role of providing advice to, and independent oversight of, management. the board believes that this structure enhances the board's oversight of, and independence from, management, the ability of the board to carry out its roles and responsibilities on behalf of the shareholders and the company's overall corporate governance. the board believes that having separate positions is the appropriate leadership structure for the company at this time and demonstrates the company's commitment to good corporate governance. ",0
519,719209,2013," mr. tsuff has served as ceo and  cotb  since 1996. the board of directors believes that its current leadership structure, in which the positions of  cotb  and ceo are held by mr. tsuff, is appropriate at this time and provides the most efficient and effective leadership for isramco. combining the  cotb  and ceo roles fosters clear accountability, effective decision-making and alignment on corporate strategy. we believe that any risks inherent in that structure are balanced by the oversight of our board of directors, a majority of who are independent. given mr. tsuff's past performance in the roles of  cotb  and  ceo , at this time the board believes that combining the positions continues to be the appropriate leadership structure for our company and does not impair our ability to continue to practice good corporate governance. the board does have a lead independent director, max pridgeon. the board of directors believes that mr. tsuff's significant holdings in the company is sufficient motivation to minimize excessive risk taking and aligns his interest in the best interest of the stockholders. the structure of board also serves as oversight to all activities of the company. the conflict committee was specifically created to review all related company transactions. the audit committee reviews all claims and litigation each quarter as part of their quarterly review of financials. ",1
520,719413,2010,"the board has determined that having an independent director serve as  cotb  is in the best interest of shareholders at this time. this structure ensures a greater role for the independent directors in the oversight of the company and it enhances the board's independence and, we believe, senior management's accountability to the board. mr. crumley is our  cotb . he chairs meetings of the board as well as the executive sessions with independent members of the board. his duties include chairing annual meetings of shareholders, overseeing the preparation of agendas for meetings of the board, preparing for executive sessions of the board and providing feedback to the ceo , keeping directors informed through the timely distribution of information and reports, maintaining contact with the ceo and the company's general counsel between meetings to stay current on developments and to determine when it may be appropriate to alert the board to significant pending developments, serving as a liaison between independent directors and the ceo with respect to sensitive issues, and other matters. four regular meetings of the board are held each year and at each regular board meeting, our non-management directors meet in executive sessions without management present, unless the non-management directors request their attendance. the board is actively involved in the oversight of risks that could affect the company. the board, itself and through its committees, regularly discusses our material risk exposures, the potential impact on the company and the efforts of management it deems appropriate to deal with the risks that are identified. in meetings with senior management, the lead internal auditor and the external independent auditors, the audit committee reviews regulatory, financial and accounting risk exposure, reserves and the company's internal controls. the corporate governance and directors nominating committee considers the risks associated with corporate governance with the guidance of corporate and outside counsel. the compensation committee, in connection with the performance of its duties, considers risks associated with the elements contained in the company's compensation programs. the board also unilaterally considers other risk topics at its meetings, including risks associated with our capital structure, strategic plan, and development activities. further, the board is routinely informed by management of developments that could affect our risk profile. the board's current role in risk oversight is complemented by our leadership structure as described above. for the foregoing reasons, the company has determined that its leadership structure and risk oversight is appropriate given the company's specific circumstances, the management of risk and the board's administration of its oversight function.",0
521,719733,2017,"the board of directors determines whether the roles of ceo and  cotb  should be separated based upon its judgment of the structure which best meets the current needs of the company and promotes the most effective communication between the board and management. the board currently separates the role of ceo and  cotb . the board oversees the company's risk directly and through its committees. the board is assisted by its audit committee in performing its risk management oversight responsibilities with respect to financial reporting, internal controls and legal and regulatory requirements. the board is assisted by its compensation and administration committee in performing its risk management oversight responsibilities with respect to risk relating to compensation programs and policies. the board, with the assistance of its governance and nominating committee oversees risk management with respect to board membership, structure and organization. the chairmen of the three board committees report to the board on committee meetings at regular meetings of the board of directors. management has the day to day responsibility for risk management and members of management make regular reports to the board and its committees on identification, monitoring and mitigation of material risks.",0
522,720005,2013,"the board of directors held four regular and three special telephonic meetings during fiscal 2012. all directors attended at least 75% of the meetings of the board of directors and the committees on which they served during fiscal 2012. the current standing committees of the board of directors are the cgn&c committee, the audit committee and the stock repurchase committee. the cgn&c committee met eight times during the fiscal year. and, the audit committee met eight times during the fiscal year. the stock repurchase committee did not meet during fiscal 2012. that committee has authority from the board of directors to approve certain purchases of our stock from time to time and consists of thomas a. james, hardwick simmons and robert p. saltzman. the activities of the cgn&c committee and the audit committee are set out in their reports below. in connection with our shelf registration statement filed with the sec in may 2009 and renewed in may 2012, the board of directors created, in august 2009, a special committee to approve the terms of securities offered thereunder. that committee met three times during fiscal 2012 to approve the terms of our equity offering in february 2012 and two offerings of senior notes in february 2012 and march 2012 under our shelf registration. the members of that committee include thomas a. james, paul c. reilly and hardwick simmons with robert p. saltzman and francis s. godbold as alternate members. the cgn&c committee is comprised of three independent directors as determined under nyse rules. this committee conducts its activities pursuant to a written charter approved by the board of directors, which is reviewed annually and was last revised by the board of directors in november 2009. this committee identifies potential nominees to the board of directors, including candidates recommended by management, and reviews their qualifications and experience. candidates for board membership are expected to demonstrate high standards of integrity and character and offer important perspectives on some aspect of our business based on their own business experience. this committee has not adopted any specific process or policy for considering nominees put forward by shareholders and has never been requested to consider such a nominee. this committee has also determined that the directors identified as independent directors have no material relationship with us that would impair their independence. in that connection, the committee considered that rja and mk purchase electricity for several of our sales offices from gulf power company, of which susan n. story was president and ceo until january 1, 2011 and william habermeyer, jr. is a director of its parent, southern company, and from georgia power company, alabama power company and mississippi power company, each an affiliate of gulf power company, and determined that the nature of these business relationships did not constitute any impairment of independence. this committee also reviewed the engagement by southern company and the georgia power foundation of clarivest asset management, llc ( ",0
523,720672,2011,"board of directors - leadership, risk oversight, meetings and committees leadership: our board of directors is presently composed of eleven independent directors and seven employee directors. the board strategically considers the combination or separation of the  COTB  and CEO roles as an integral part of its planning process and corporate governance philosophy. ronald j. kruszewski concurrently serves as both a  COTB  as well as the company's president and  CEO . thomas w. weisel shares the role of  COTB  with mr. kruszewski. in connection with the company's acquisition of thomas weisel partners group, inc. (""twpg"") in july 2010, the board determined that mr. weisel's service along with mr. kruszewski as  COTB  would assist the integration of the two companies and would otherwise be in the best interests of the company. although mr. kruszewski currently serves as  COTB  as well as the company's president and  CEO , the board believes that this structure serves the company well because it provides consistent leadership and accountability for managing company operations. in addition, our board of directors also holds regularly scheduled executive sessions without management, at which a non-management director presides in compliance with the nyse corporate governance standards. risk oversight: our board of directors has responsibility for the oversight of risk management. our board of directors, either as a whole or through its committees, regularly discusses with company management our major risk exposures, their potential impact and the steps we take to monitor and control such exposures. while our board is ultimately responsible for risk oversight, each of our committees assists the full board in fulfilling its oversight responsibilities in certain areas of risk. in particular, the audit committee focuses on the management of financial and accounting risk exposures. the compensation committee assists our board in fulfilling its oversight responsibilities with respect to the management of risks arising from our compensation policies and programs. finally, the nominating/corporate governance committee focuses on the management of risks associated with board organization, membership and structure, and the organizational and governance structure of our company. meetings: during 2010, our board of directors met 10 times, including both regularly scheduled and special meetings. during the year, all of the incumbent directors attended at least 75% of all meetings held by the board of directors and all committees on which they serve. it is our policy to encourage the members of our board of directors to attend the annual meeting of stockholders. at the last annual meeting, eight of the then current directors were in attendance. committees: the standing committees of our board of directors are the audit committee, compensation committee, executive committee and nominating/corporate governance committee. the audit committee, compensation committee and nominating/corporate governance committee each operates pursuant to a written charter approved by the board of directors. the full text of each such charter and our corporate governance guidelines are available in the ""corporate governance"" section of our website located at www.stifel.com, or may be obtained by any stockholder, without charge, upon request by contacting our corporate secretary at (314) 342-2000 or by email at investorrelations@stifel.com. ",0
524,720672,2014,"our company's board of directors currently consists of 18 persons, divided into three classes. the nominees for election at the annual meeting are: six (6) class i members. typically, each class is elected for a term of three years, and the classes together are staggered so that one class term expires each year. the board of directors, upon the recommendation of the risk management/corporate governance committee, has nominated bruce a. beda, frederick o. hanser, ronald j. kruszewski, thomas p. mulroy, thomas w. weisel, and kelvin r. westbrook for election as class i directors to hold office until the 2017 annual meeting of shareholders or until their respective successors are elected and qualified or until their earlier death, resignation, or removal. each of the nominees is currently serving as a director of our company. the board has granted a waiver from the age 70 restriction on standing for re-election to messrs. beda, hanser, and weisel due to the desire for continuity and the specialized skill sets and business experience they contribute to the board. shares represented by your proxy will be voted in accordance with your direction as to the election of directors from the persons listed below as nominees. in the absence of direction, the shares represented by your proxy will be voted for the election of each nominee. in an uncontested election, as is the case in this election, each nominee for director shall be elected to the board of directors if the votes cast for such nominee's election exceed the withhold votes cast against such nominee's election. shares represented by your proxy cannot be voted for more than six (6) class i directors. in the event any person listed as a nominee becomes unavailable as a candidate for election, it is intended that the shares represented by your proxy will be voted for the remaining nominees and any substitute nominee recommended by the board of directors. the board of directors has adopted a director resignation policy that requires each director nominee who is standing for re-election, prior to each election of directors at an annual meeting, to submit to the board of directors an irrevocable letter of resignation which will become effective if that director does not receive the necessary majority votes for election and the board of directors determines to accept such resignation. in such circumstances, the risk management/corporate governance committee will evaluate and make a recommendation to the board of directors with respect to the submitted resignation. the board of directors will take action on such recommendation within 180 days following the annual meeting at which the election occurred and will publicly disclose its decision, including, if applicable, the reasons for rejecting a resignation. under the heading ",1
525,720858,2012,"j. allen fine serves as both the  cotb  and the ceo of investors title company, and richard m. hutson ii serves as the lead independent director. the board of directors does not have a general policy regarding the separation of the roles of  cotb  and ceo . our bylaws permit these positions to be held by the same person, and the board of directors believes that it is in the best interests of the company to retain flexibility in determining whether to separate or combine the roles of  cotb  and ceo based on our circumstances. the board has determined that it is appropriate for mr. fine to serve as both  cotb  and ceo (1) in recognition of his status as the founder of the company and (2) because it provides an efficient structure that permits us to present a unified vision to our constituencies. the board of directors has elected mr. hutson to serve as its lead independent director. the duties of the lead independent director include presiding at the executive sessions of the independent directors, serving as liaison between the  cotb  and the independent directors, approving information, meeting agendas and schedules for the board of directors, and calling meetings of the independent directors.",1
526,721371,2010,"under our corporate governance guidelines, the board is responsible for the selection of the chairman of the board and the chief executive officer. the board currently combines the role of chairman of the board with the role of chief executive officer and separately appoints an independent director to serve as presiding director. at this time, as we address the challenges of a difficult economy and continuing changes in the healthcare markets, the board believes that this structure provides the most effective leadership model for us. combining the chairman and chief executive officer roles fosters clear accountability, effective decision-making and alignment between the board and management, and allows one person to represent and speak on our behalf to customers, vendors, regulators and employees. the board believes that the appointment of an independent presiding director and the use of regular executive sessions of the non-management directors, along with the board's independent committee system and substantial majority of independent directors, allow it to maintain effective oversight of management. the board recognizes that depending on the circumstances, other leadership models, such as a separate  cotb  of the board, might be appropriate. accordingly, the board regularly reviews and reassesses its leadership structure. mr. notebaert served as our presiding director until the spin-off became effective on august 31, 2009. the independent directors first elected him as independent presiding director in november 2007. in december 2008, the board determined that mr. notebaert no longer qualified as an independent director because his brother had become an executive of one of our customers. the board considered the change in mr. notebaert's status and the independent directors determined that he should continue as presiding director through the spin-off to promote continuity in that role at that time. in august 2009, and effective following the spin-off, the independent directors acted to again provide that the presiding director be an independent director elected annually by the remaining independent directors and, in that regard, the independent directors elected mr. finn to serve as presiding director effective september 1, 2009. the presiding director's responsibilities and authority include the following: presiding at all meetings of the board at which the chairman is not present, including executive sessions of the independent directors; having the authority to call additional executive sessions of the independent directors as appropriate; serving as a liaison between the chairman and the independent directors; advising on the flow of information sent to the board; reviewing the agenda, materials and schedule for board meetings; and being available, as deemed appropriate by the board, for consultation and direct communication with major shareholders. during fiscal 2010, the independent directors met in executive session two times and the non-management directors met in executive session three times. ",1
527,721371,2011,"under our corporate governance guidelines, the board is responsible for selecting the chairman of the board and the chief executive officer. the board currently combines these roles. the independent directors annually elect another independent director to serve as presiding director. especially as we continue to address the challenges of a difficult economy and changes in the healthcare markets, the board believes this structure provides the most effective leadership model. combining the chairman and chief executive officer roles fosters clear accountability, effective decision-making, and alignment between the board and management, and allows one person to speak on our behalf to customers, vendors, regulators, and employees. at the same time, by appointing an independent presiding director, convening regular executive sessions of the independent directors, and having independent committees and all but one of our directors independent, the board believes it maintains effective oversight of management. the board periodically reviews and assesses its leadership structure to ensure it is appropriate for the circumstances. ",1
528,721683,2010,"philip w. tomlinson has served as chairman of the board and chief executive officer of tsys since 2006 and has served in various capacities with tsys since its inception in 1982, including chief executive officer and president. we believe that having one person serve as both chairman of the board and chief executive officer is appropriate at the present time as it demonstrates to our employees, customers, investors and the industry that tsys operates under strong, seasoned and singular leadership. we further believe that having mr. tomlinson serve in a combined chairman and chief executive officer role helps provide strong unified leadership for our management team and the board of directors. accordingly, we believe that having one person serve as chairman of the board and chief executive officer, coupled with an independent lead director, is best for tsys and our shareholders at this time. our bylaws and corporate governance guidelines provide the board with the flexibility to change the structure of the chairman and chief executive officer positions as and when appropriate. in addition, since 2003, our corporate governance guidelines have required the election by the independent directors of an independent lead director to serve during any period when there is no independent chairman of the board in order to ensure that there is effective oversight by an independent board. richard y. bradley currently serves as our lead director. under our corporate governance guidelines, the lead director is responsible for: (a) providing leadership to ensure the board works in an independent, cohesive fashion; (b) working with the chairman of the board, board and corporate secretary to set the agenda for board meetings; (c) ensuring board leadership in times of crisis; (d) chairing board meetings when the chairman of the board is not in attendance; (e) working with the chairman of the board to ensure the conduct of the board meeting provides adequate time for serious discussion of appropriate issues and that appropriate information is made available to board members on a timely basis; and (f) developing the agenda for and chairing executive sessions of the independent directors and executive sessions of the non- management directors and acting as liaison between the independent directors and the chairman of the board on matters raised in these sessions. our corporate governance guidelines provide that non- management directors will meet in executive session at least four times a year and that our independent directors will meet in executive session at least once a year. as noted above, our lead director chairs these executive sessions which allow the board to review key decisions and to discuss matters in a manner that is independent of the chief executive officer, and where necessary, critical of the chief executive officer and senior management. additionally, as discussed under ""committees of the board"" above, our board has four standing committees - an audit committee, corporate governance and nominating committee, compensation committee and executive committee. in accordance with nyse listing standards, the audit committee, corporate governance and nominating committee and compensation committee are each comprised solely of independent directors and each has a separate chair. our executive committee is comprised of a majority of independent directors. our audit committee is primarily responsible for overseeing tsys' risk management processes on behalf of the full board. the audit committee receives reports at least quarterly from tsys' enterprise risk officer regarding risks facing tsys. while the audit committee has primary responsibility for overseeing risk management, under our corporate governance guidelines the full board has retained authority for providing oversight of our risk management processes and is actively involved in overseeing risk management for tsys. for example, tsys' enterprise risk officer presents a report to the full board on an annual basis and the board discusses the most significant risks that tsys is facing. the board also receives reports regularly from the audit committee regarding its oversight of risk. in addition, our compensation committee considers the risks that may be implicated by our executive compensation programs and our corporate governance and nominating committee considers the risks within its area of responsibility, which considerations are reported to the board through reports by the committee chairs. while the board oversees tsys' risk management, management is responsible for day- to- day risk management processes. we believe this division of responsibilities is the most effective approach for addressing the risks facing tsys and that the leadership structure of our board supports the board's effective oversight of tsys' risk management, particularly through the efforts of our audit committee. we have determined that the current leadership structure of our board under which our chief executive officer serves as chairman, our lead director assumes specified responsibilities on behalf of our independent and non- management directors and three of our four standing committee chairs are independent is the appropriate board leadership structure for tsys at this time.",1
529,721683,2011,"philip w. tomlinson has served as chairman of the board and chief executive officer of tsys since 2006 and has served in various capacities with tsys since its inception in 1982, including chief executive officer and president. we believe that having one person serve as both chairman of the board and chief executive officer is appropriate at the present time as it demonstrates to our employees, customers, investors and the industry that tsys operates under strong, seasoned and singular leadership. we further believe that having mr. tomlinson serve in a combined chairman and chief executive officer role helps provide strong unified leadership for our management team and the board of directors. accordingly, we believe that having one person serve as chairman of the board and chief executive officer, coupled with an independent lead director, is best for tsys and our shareholders at this time. ",1
530,721683,2011,"philip w. tomlinson has served as chairman of the board and chief executive officer of tsys since 2006 and has served in various capacities with tsys since its inception in 1982, including chief executive officer and president. we believe that having one person serve as both chairman of the board and chief executive officer is appropriate at the present time as it demonstrates to our employees, customers, investors and the industry that tsys operates under strong, seasoned and singular leadership. we further believe that having mr. tomlinson serve in a combined chairman and chief executive officer role helps provide strong unified leadership for our management team and the board of directors. accordingly, we believe that having one person serve as chairman of the board and chief executive officer, coupled with an independent lead director, is best for tsys and our shareholders at this time. under its charter, the corporate governance and nominating committee periodically reviews and recommends to the board the leadership structure of the board including whether to separate or combine the chief executive officer and chairman positions as well as whether to have a lead director. our bylaws and corporate governance guidelines provide the board with the flexibility to change the structure of the chairman and chief executive officer positions as and when appropriate. in addition, since 2003, our corporate governance guidelines have required the election by the independent directors of an independent lead director to serve during any period when there is no independent chairman of the board in order to ensure that there is effective oversight by an independent board. richard y. bradley currently serves as our lead director. under our corporate governance guidelines, the lead director is responsible for: (a) providing leadership to ensure the board works in an independent, cohesive fashion; (b) working with the chairman of the board, board and corporate secretary to set the agenda for board meetings; (c) ensuring board leadership in times of crisis; (d) chairing board meetings when the chairman of the board is not in attendance; (e) working with the chairman of the board to ensure the conduct of the board meeting provides adequate time for serious discussion of appropriate issues and that appropriate information is made available to board members on a timely basis; and (f) developing the agenda for and chairing executive sessions of the independent directors and executive sessions of the non-management directors and acting as liaison between the independent directors and the chairman of the board on matters raised in these sessions. our corporate governance guidelines provide that non-management directors will meet in executive session at least four times a year and that in the event one or more of the non-management directors is not independent, our independent directors will meet in executive session at least once a year. as noted above, our lead director chairs these executive sessions which allow the board to review key decisions and to discuss matters in a manner that is independent of the chief executive officer, and where necessary, critical of the chief executive officer and senior management. additionally, as discussed under committees of the board above, our board has four standing committees an audit committee, corporate governance and nominating committee, compensation committee and executive committee. in accordance with nyse listing standards, the audit committee, corporate governance and nominating committee and compensation committee are each comprised solely of independent directors and each has a separate chair. our executive committee is comprised of a majority of independent directors. each of these committees plays an important role in the governance and leadership of our board and each is currently chaired by an independent director with significant public company director experience. we believe that tsys current leadership structure best facilitates the board's oversight of risk by combining independent leadership, through the lead director, independent audit, compensation and corporate governance and nominating committees and a board which is comprised of a substantial majority of independent directors, with an experienced chairman and chief executive officer who has intimate knowledge of our business, history, and the challenges that we face. ",1
531,722104,2010," the board of directors has adopted corporate governance guidelines to assist it in the exercise of its duties and responsibilities and to serve the best interests of savient and its stockholders. these guidelines, which provide a framework for the conduct of the board of directors business, provide that: we currently do not have a  ceo , and our president is currently the senior most executive management employee. we separate the roles of president and  cotb  in recognition of the differences between the two roles. the president is responsible for setting our strategic direction and our day to day leadership and performance, while the  cotb  provides guidance to the president and sets the agenda for board meetings and presides over meetings of the full board. our board believes that having separate positions, with an independent non-executive director serving as  cotb , is the appropriate leadership structure for our company at this time and demonstrates our commitment to good corporate governance.",0
532,722830,2015,"our board of directors evaluates its leadership structure and role in risk oversight on an ongoing basis. since march 2001, our leadership structure has divided the  cotb , and the president and ceo roles into two positions. currently, dr. david m. goldenberg, our founder, serves as  cotb , chief scientific officer and chief medical officer, while cynthia l. sullivan serves as our president and  ceo . dr. goldenberg and ms. sullivan are married to each other. since 2009, our board of directors has also designated a lead independent director who acts as the leader of the independent directors of the board of directors and as chairperson of the executive sessions of our independent directors, serves as a non-exclusive intermediary between the independent directors and management, including our  cotb  and president and  ceo , provides input to the  cotb  in planning agenda for meetings and facilitates discussions among the independent directors as appropriate between board meetings. currently, mr. markison serves as our lead independent director. our board of directors determines what leadership structure it deems appropriate based on factors such as the experience of the applicable individuals, the current business environment of the company, the current stage of development of our product candidates and other relevant factors. after considering these factors, our board of directors has determined that the individual roles of  cotb , and president and  ceo , along with a lead independent director, is an appropriate board leadership structure for our company at this time. the board of directors is also responsible for oversight of our risk management practices, while management is responsible for the day-to-day risk management processes. this division of responsibilities is the most effective approach for addressing the risks facing the company, and the company's board leadership structure supports this approach. through our president and  ceo , and other members of management, the board of directors receives periodic reports regarding the risks facing the company. in addition, the audit committee assists the board of directors in its oversight role by receiving periodic reports regarding our risk and control environment. ",0
533,723254,2011,"the board is responsible for evaluating and determining cintas' leadership structure. currently, two separate individuals serve in the capacities of chairman and chief executive officer (ceo). mr. robert j. kohlhepp was elected our chairman of the board in 2009 and mr. scott d. farmer has been our ceo since 2003. as chairman, mr. kohlhepp is responsible for presiding over all meetings of the board and shareholders, setting agendas for board meetings and providing advice and counsel to cintas' management regarding cintas' business and operations. as ceo, mr. s. d. farmer is responsible for the general management, oversight, supervision and control of the business and affairs of cintas, and ensuring that all orders and resolutions of the board are carried into effect. with their many years of experience with cintas, cintas believes that mr. kohlhepp and mr. s. d. farmer are uniquely qualified to be cintas' chairman and ceo, respectively. we believe that this leadership structure is currently the most appropriate for cintas. in electing the chairman and the ceo, the board considers nominees' knowledge of and experience with cintas and its corporate culture, general industry experience and other executive skills. our board recognizes that, depending on the circumstances, leadership models other than the current model might be appropriate. our corporate governance guidelines provide that the board selects the chairman of the board in the manner that it determines to be in the best interests of cintas' shareholders. the board considers it to be useful and appropriate to designate a nonemployee director to serve in a lead capacity to preside over meetings of independent directors, coordinate the activities of the other nonemployee directors, act as liaison among other directors, preside at board meetings in the absence of the chairman and to perform such other duties and responsibilities as the board may determine. the board has designated david c. phillips as the lead director. ",0
534,723254,2012,"the board is responsible for evaluating and determining cintas' leadership structure. currently, two separate individuals serve in the capacities of chairman and chief executive officer (""ceo""). mr. robert j. kohlhepp was elected our chairman of the board in 2009 and mr. scott d. farmer has been our ceo since 2003. mr. kohlhepp has been employed by cintas since 1967, serving in various executive capacities including vice president finance, executive vice president, president, chief executive officer and vice chairman of the board. as chairman, mr. kohlhepp is responsible for presiding over all meetings of the board and shareholders, setting agendas for board meetings and providing advice and counsel to cintas' management regarding cintas' business and operations. as ceo, mr. s.d. farmer is responsible for the general management, oversight, supervision and control of the business and affairs of cintas, and ensuring that all actions and resolutions of the board are carried into effect. with their many years of experience with cintas, cintas believes that mr. kohlhepp and mr. s.d. farmer are uniquely qualified to be cintas' chairman and ceo, respectively. we believe that this leadership structure is currently the most appropriate for cintas. ",0
535,723458,2010," the board has evaluated the issue of whether to combine or separate the roles of ceo and  cotb  and has decided to separate such roles. currently, thomas m. o brien is the ceo and president of the company and thomas e. christman is the non-executive  cotb . the board believes, at this time, that the separation of these roles provides the appropriate oversight of management because it will help to avoid any perceived dominance of the board by management and balance the function of management by having an independent overseer. the company's bylaws allows the board members or the  ceo , in accordance with their fiduciary duties, to exercise their business judgment to determine when it is in the best interests of the company and its stockholders to convene a special meeting. the board believes that the company's corporate governance policies and procedures obviate any need for a small group of stockholders to have the right to call special stockholders meetings. mr. steiner's proposal would enable holders of only 10% of the company's outstanding shares to call an unlimited number of special stockholders meetings on topics that do not concern, or may be of little or no interest to, the majority of stockholders. a special stockholders meeting is an expensive and time-consuming event, requiring the company to incur the significant printing, mailing and other costs associated with a proxy solicitation. moreover, the board of directors and executive management must spend a considerable amount of time preparing for the meeting, thereby diverting their focus from overseeing and managing the company's business and affairs. the board believes that a special stockholders meeting should, therefore, be convened only when the board members or the ceo , in the exercise of their fiduciary obligations, determine that there is an extraordinary matter or a significant strategic concern that requires consideration by the company's stockholders before the next annual meeting.",0
536,723531,2010," the equity-based compensation structure for the independent directors has been typically based on a total fixed value of $120,000 per director, with approximately 50% awarded in the form of stock options and 50% in the form of restricted stock. the quantity of equity awards granted varies based on the estimated fair value as of the grant date. the july 2009 award had a calculated total value of approximately $75,000, which represented a reduction from the established fixed value of $120,000. the board determined that it was not in the best interest of the company's stockholders, given economic conditions at that time, to base directors equity compensation on the established total fixed value of $120,000. the board currently separates the role of  cotb  from the ceo . the board believes that the company is best served by having a  cotb  who has in-depth knowledge of the company's operations and the industry. mr. golisano's extensive experience as founder and former ceo qualify him to lead the board, particularly as it focuses on strategic risks and opportunities facing the company. our corporate governance guidelines also provide that the board will designate a lead independent director, currently mr. tucci, who has the responsibility for conducting regularly scheduled executive sessions of the independent directors. ",0
537,723612,2012,"the board of directors, which is comprised of individuals who are familiar with board processes, is focused on preserving the long-term interests of our shareholders and is committed to maintaining effective and responsible corporate governance. the board of directors has determined that the current leadership structure, consisting of a combined  cotb  and ceo position, an independent presiding director and independent membership for the audit, compensation and corporate governance committees of the board of directors, best serves the company and its shareholders. the board of directors believes this form of leadership promotes unified direction for the company and demonstrates for all stakeholders that the company is under strong leadership by allowing a single person to have primary responsibility for managing operations and a clear focus on executing business plans and strategic initiatives. a combined ceo / cotb  position also eliminates the potential for confusion or a duplication of efforts and the role of an independent presiding director, as further discussed below, adequately addresses any concerns over maintaining such a combined leadership role. mr. nelson, who possesses extensive financial and operating management experience as well as substantial board experience, has served in the dual role of  cotb  and ceo since 2006. under mr. nelson's leadership, the company has maintained its position as a leader in the vehicle rental industry and successfully managed through an unprecedented period of economic uncertainty and turmoil. the position of presiding director was established in february 2003 by the board of directors to appoint an independent director whose primary responsibilities include presiding over periodic executive sessions of the non-management members of the board of directors, advising the  cotb  and committee chairs with respect to meeting agenda and information needs, providing advice with respect to the selection of committee chairs and performing other duties that the board of directors may from time to time delegate to assist it in the fulfillment of its responsibilities. such delegation of well-defined responsibilities to an independent presiding director helps ensure that an appropriate counter-balancing leadership structure is in place. the non-management members of the board of directors have designated leonard s. coleman to serve in this position until the company's 2011 annual meeting of stockholders. mr. coleman has served in this role with distinction since its creation and brings a history of leadership experience as a lead independent director.",1
538,724004,2011,"the role of cotb is currently held by mr. luke r. schmieder and the role of CEO is held by dr. john j. sullivan. because of mr. schmieder's role as founder, and his successful tenure for more than 25 years as CEO with the company, the board believes he is best suited for the cotb 's role. it is the board's opinion that dr. sullivan's training and experience with similar organizations and his experience in increasingly responsible positions within the company makes him well suited for the role of CEO . mr. evan guillemin currently serves as the company's audit committee cotb . mr. guillemin has considerable experience both as a cfo and in financial analysis which makes him well suited to this role. mr. h. stuart campbell, as the company's longest serving independent director, currently serves in the role of lead director. besides his almost 30 years of experience with the company, mr. campbell has served on the boards of several other successful publicly owned companies over his career.",1
539,724024,2010,"there are currently eight members of our board of directors, six of whom are non-management directors and five of whom are independent. of the board's five standing committees audit, compensation, nominating, executive and claims all but the executive committee are comprised solely of independent non-management directors. the executive committee consists of mr. shifrin, our  cotb  and  ceo , ms. williams, the chair of the audit committee, and mr. majors, the chair of the compensation committee and the nominating committee. this committee meets at such times as the board deems appropriate. the claims committee consists of dr. peche, the committee chair, and dr. knight, and meets at every regularly scheduled board meeting and at such other times as the board deems appropriate, to review, analyze and consult with the company on claims against policyholders of our insurance services division. we operate under a traditional u.s. board leadership structure, in which our ceo also serves as  cotb  of our board of directors. mr. shifrin has been our  cotb  since march 1990 and our ceo since march 1989. we believe that our company, like many u.s. companies, has been well-served by this leadership structure. having one person serve as both ceo and  cotb  demonstrates for our employees, policyholders and other stakeholders that the company is under strong leadership, with a single person setting the tone and having primary responsibility for managing our operations. having a single leader for both the company and the board of directors also makes the best use of our  ceo 's extensive knowledge of the company and the insurance industry, fosters greater communication between the company's management and the board and provides cle ar leadership for our company. it is the policy of our board of directors to hold an executive session without the presence of our two management directors at each board meeting. of the five independent directors currently serving on our board, three are currently serving or have served as an executive officer of another public company. the other two directors were the  cotb  and vice- cotb , respectively, of the board of directors of american physicians insurance exchange until it was acquired by us in april, 2007. accordingly, we do not have a lead independent director, as we believe that all our independent directors have demonstrated leadership in similar-sized enterprises and all are familiar with board processes. for additional information about the backgrounds and qualifications of our directors, see proposal i - election of directors - nominees in this proxy statement. the board regularly reviews information regarding the company's credit, liquidity, and operations, and the risks associated with each. the board seeks to (a) timely identify the material risks that the company faces, (b) communicate necessary information with respect to material risks to senior executives and, as appropriate, to the board or relevant board committee, (c) implement appropriate and responsive risk management strategies consistent with company's risk profile, and (d) integrate risk management into company decision-making. also, each year, the board reviews and approves the strategic plan for the company and oversees management's implementation of the strategic plan. additionally, the board has designated the audit committee to take the lead in overseeing risk management and the audit committee makes periodic reports to the board regarding briefings provided by management, advisors and our director of internal audit, as well as the audit committee's own analysis and conclusions regarding the adequacy of the company's risk management processes. also, the compensation committee periodically reviews the most important risks to the company to ensure that compensation programs do not encourage excessive risk-taking. the board also encourages management to promote a corporate culture that incorporates risk management into the company's corporate strategy and day-to-day business operations. the board also continually works, with the input of the company's executive officers, to assess and analyze the most likely areas of future risk for the company. the board of directors believes that the risk management processes in place for the company are appropriate.",1
540,724571,2017,"we have separate individuals serving as  cotb  and as  ceo . we believe that this separation of the positions represents the appropriate structure for us at this time. the board does not have a policy regarding the separation of the roles of ceo and  cotb . the board believes it is in the best interests of the company and our shareholders to be free to make that determination based on the position and direction of the company and the membership of the board. under our current structure both the  cotb  and ceo have responsibility for our business strategy and financial performance. our ceo is responsible for the strategic direction for the company and the day to day leadership and performance of the company, while our  cotb  provides guidance to the ceo and presides over meetings of the full board. ",0
541,724606,2015,"our certificate of incorporation provides for the classification of our board into three classes, each having as nearly an equal number of directors as possible. the terms of service of the three classes are staggered so that the term of one class expires each year. our board currently consists of seven directors. class i consists of fred k. foulkes, d.b.a. and ronald m. shaich, each with a term ending in 2014. class ii consists of domenic colasacco and thomas e. lynch, each with a term ending in 2015. class iii consists of larry j. franklin, diane hessan and william w. moreton, each with a term ending in 2016. at each annual meeting of stockholders, directors are elected for a full term of three years to continue or succeed those directors whose terms are expiring. upon the recommendation of our committee on nominations and corporation governance, our board has nominated dr. foulkes and mr. shaich for re-election at the annual meeting as class i directors, each to serve until 2017. mr. shaich serves as  cotb  of our board and  ceo . our board believes that combining the  cotb  and ceo positions fosters clear accountability, effective decision-making and alignment of corporate strategy and is the appropriate leadership structure for us at this time. additionally, our board believes this leadership structure is particularly appropriate for our company given mr. shaich's long history with our company, his extensive knowledge of and experience with our business and industry and his ability to effectively identify strategic priorities for our company. our board also believes that mr. shaich's combined role of  cotb  and ceo promotes effective execution of strategic goals and facilitates information flow between management and our board. nevertheless, from time to time, our board intends to evaluate whether the  cotb  and ceo positions should continue to be combined based on what our board believes is best for our company and stockholders. as mr. shaich is not an independent director, our board elected mr. colasacco as lead independent director, a position to which he was initially elected in january 2008 and to which he has been re-elected each year since then. the lead independent director position duty statement adopted by our board is posted on the corporate governance page of the our company investor relations section of our website,",1
542,724742,2011," the company does not set specific criteria for directors except to the extent required to meet applicable legal, regulatory and stock exchange requirements, including, but not limited to, the independence requirements of nasdaq and the sec, as applicable. nominees for director will be selected on the basis of outstanding achievement in their personal careers; board experience; wisdom; integrity; ability to make independent, analytical inquiries; understanding of the business environment; the ability to represent fairly all shareholders without advocating for any particular shareholder constituency; the absence of a conflict of interest, and the willingness to devote adequate time to board of directors duties. while the selection of qualified directors is a complex and subjective process that requires consideration of many intangible factors, the board believes that each director should have a basic understanding of (i) principal operational and financial objectives and plans and strategies of the company, (ii) results of operations and financial condition of the company and of any significant subsidiaries or business segments, (iii) the need for adopting and implementing internal controls, and (iv) the relative standing of the company and its business segments in relation to its competitors. per the terms of the act, shareholders are entitled to cast a non-binding advisory vote to determine how frequently they should consider and cast a non-binding advisory vote to approve the compensation of the company's named executive officers. shareholders have the option to vote for a say-on-pay vote every one, two or three years. a shareholder may also abstain from voting on this proposal. the board of directors believes that it is in the best interest of the company for the company's shareholders to cast a non-binding advisory vote on executive compensation every year. in naming marcy syms as the  cotb , the board considered the fact that certain commentators have raised concerns regarding having a company's ceo also serve as board  cotb . the board concluded that in light of the size of the board, marcy syms familiarity with the company and the manner in which the board operates, there was no need to separate the offices of the  cotb  and the  ceo . bernard h. tenenbaum acts as the lead independent director of the board of directors. the role of the lead independent director is to call for and preside over executive sessions of the independent directors as appropriate, serve as liaison on behalf of the independent directors with the  cotb  and perform such other duties as may be requested from time to time by the board, the independent directors or the  ceo . ",1
543,724910,2017,"our board currently consists of five directors, including our independent  cotb , mr. glarner, and our ceo , dr. baker. we have had separate  cotb  and ceo roles since 2001, when dr. baker became ceo and mr. glarner was elected  cotb . we currently believe that separating these roles enhances the accountability of the ceo to the board and strengthens the board's independence from management. according to our bylaws, the ceo 's responsibilities include general active management and presiding at meetings of the board and of the shareholders. our bylaws do not specify the  cotb 's duties, but our practice has been for the  cotb  to provide board oversight, approve board meeting schedules and agendas, preside over independent director meetings, and serve as liaison between the ceo and independent directors. our board oversees management in identifying, prioritizing, and assessing a range of financial, operational, and business risks, and formulating plans to mitigate risks. our board considers risks when considering plans and discussing management reports, and our audit committee considers risks including those related to our internal controls over financial reporting and risks related to our investments. the audit committee meets with our independent registered public accounting firm without the ceo , cfo, or other company management present at least quarterly. we currently believe that our relatively small board with primarily independent directors and an independent  cotb  supports our board's oversight of risk management, and that such a board can communicate better, be more involved, and act more quickly than a larger board. elect five directors. terrence w. glarner patricia m. hollister gary r. maharaj daniel a. baker richard w. kramp [ ] vote for all nominees (except as marked) [ ] vote withheld from all nominees instructions: to withhold authority to vote for any nominee, strike a line through the name(s). advisory approval of named executive officer compensation. [ ] for [ ] against [ ] abstain ratify the selection of grant thornton llp as our independent registered public accounting firm for the fiscal year ending march 31, 2019. [ ] for [ ] against [ ] abstain (please sign on the other side)",0
544,726514,2013,"in accordance with our corporate governance guidelines, it is the practice of the board of directors to select a director as  cotb  who qualifies as independent as defined in the corporate governance guidelines. if the  cotb  ceases to qualify as independent, the board of directors will designate an independent director to serve as lead director. the company believes that this structure enhances the board's oversight of management, strengthens the board's ability to communicate its views to management, increases the board's independence and otherwise enhances our governance.",0
545,726854,2013,"the company's ceo does not also serve as the  cotb . during 2011, the  cotb  was phillip mclaughlin, who presides at all meetings of the board and meetings of the independent directors. the decision to separate the roles of ceo and  cotb  reflects internal control considerations and allows the  cotb  to maintain an independent role in the oversight of management. the  cotb  also chairs the executive committee which is comprised of the chairmen of the other standing committees. the board's involvement in risk management includes monthly reports and presentations by the company's chief credit officer on credit trends, past-due loans, non-accruing loans, and classified loans; monthly reports and presentations by the company's evp of commercial banking on lending activity with the prior month; participation by an independent director on the bank's executive loan committee; monthly reports on liquidity and transactions within the investment portfolio; monthly reports on capital; quarterly reports on interest rate risk and enterprise risk management; oversight of the internal audit function, regulatory compliance and loan review by the audit committee; annual reports to the board of directors from the company's primary regulators; oversight of significant legal risks through the legal oversight committee, oversight of governance issues by the corporate governance committee; and through other reports from management on additional areas of risk as they are identified.",0
546,727273,2010," the board also believes that, as indicated in the biographies, the nominees have demonstrated significant leadership skills as a ceo (mr. brackpool, mr. hutchison, mr. shaheen, mr. pacini, mr. grant and mr. courter), as a senior partner of a prominent accounting firm (mr. duffy), or in government through cabinet service (mr. hickox). all of the nominees have significant experience in the oversight of public companies due to their service as directors of cadiz and other companies. the board believes that these skills and experiences qualify each nominee to serve as a director of cadiz.",1
547,729986,2013,"we expect each nominee for election as a director to be able to serve if elected. to the extent permitted under applicable law, if any nominee is not able to serve, proxies will be voted in favor of the remainder of those nominated and may be voted for substitute nominees, unless the board chooses to reduce the number of directors serving on the board. the principal occupation, current public company directorships, as well as public company directorships held at any time during the past five years, share holdings and certain other information about the nominees for director are set forth on the following pages. the board of directors regularly evaluates its leadership structure to ensure it continues to be in the best interest of the company and its shareholders. the board of directors is led by a  cotb  selected by the board of directors. the board of directors does not have a fixed policy regarding the separation of the offices of the  cotb  and the  ceo , and believes it should maintain the flexibility to establish a leadership structure that fits the needs of the company and its shareholders at any particular point in time. presently, richard m. adams, the company's  ceo , is also the  cotb . mr. adams has been in these positions since 1984. prior to this, mr. adams served as the ceo of the parkersburg national bank (pnb), the predecessor to united, from 1975 to 1984, and as the  cotb  of pnb from 1976 to 1984. mr. adams has been a director of united since 1984. the board of directors believes there are a number of important advantages to continuing to combine the offices of the  cotb  and the  ceo . the ceo is the director most familiar with the company's business, industry, regulatory requirements, and markets. as such, he is best situated to lead board of directors discussions on important matters affecting the company. combining the offices of the  cotb  and the ceo provides unified leadership for the company, promotes the development and implementation of corporate strategy, and contributes to a more efficient and effective board. mr. adams has worked in the banking industry for more than 40 years, and has successfully served as the company's  cotb  and ceo for 38 years. he has the experience and expertise necessary to understand the opportunities and challenges facing the company, and he possesses the requisite leadership and management skills to promote and execute the company's values and strategy. he is also a significant shareholder reporting beneficial ownership of 889,190 shares, closely aligning his interests with those of the company's shareholders. the board of directors recognizes the importance of a strong independent board. the board of directors maintains a supermajority of independent directors, designates a lead independent director, has regular meetings of the independent directors in executive session without the presence of insiders, has a succession plan for incumbent management, determines management compensation by a committee of independent directors, and the company's operations are highly regulated. p. clinton winter, jr. serves as the board of director's lead independent director. the lead independent director's duties and responsibilities include: setting the agenda for and presiding over meetings of the independent directors; advising the  cotb  and ceo as to the quality, quantity, and timeliness of the flow of information from the company's management that is necessary for the independent directors to effectively and responsibly perform their duties; acting as a sounding board and advisor to the  cotb  and  ceo ; contributing to the performance review of the  cotb  and  ceo ; and staying informed about the strategy and performance of the company and reinforcing that expectation for all board members. mr. winter is the  cotb  of the compensation committee, and also serves on the board of director's audit, executive, and governance and nominating committees. he has been a director of the company since 1996 and is a significant shareholder with reported beneficial ownership of 497,943 shares.",1
548,730255,2016,"calamp's board of directors does not have a formal policy with respect to whether the role of the  cotb  and the ceo should be separate and, if it is to be separate, whether the  cotb  should be selected from the non-employee directors or be an employee. however, our corporate governance guidelines provide that, if the  cotb  is not an independent director, then the board shall designate one independent, non-employee director to serve as a lead director. the lead director will act as a liaison between the independent directors and management and would be responsible for assisting the  cotb  in establishing the agenda for board meetings, for coordinating the agenda for, and chairing, the executive session of the non-management directors, and for performing such other duties as may be specified by the board from time to time. calamp currently separates the roles of ceo and  cotb . the current  cotb  is an independent, non-employee director. the board of directors believes this is the appropriate leadership for our company at this time because it permits our ceo to focus on setting the strategic direction of the company and the day-to-day leadership and performance of the company, while permitting the  cotb  to focus on providing guidance to the ceo and setting the agenda for board meetings. the board also believes that the separation of the ceo and  cotb  roles assists the board in providing robust discussion and evaluation of strategic goals and objectives. however, our board of directors acknowledges that no single leadership model is right for all companies at all times. as such, our board of directors periodically reviews its leadership structure and may, depending on the circumstances, choose a different leadership structure in the future.",0
549,730263,2012,"still, we strive to be better. while we received a ringing endorsement from you, our stockholders, on our first say on pay vote last proxy season, we carefully analyzed our executive compensation plans and made adjustments that we believe fortify the alignment between the compensation incentives of our executive management team and the best interests of our stockholders. we have just recently introduced a restricted stock unit plan that is the first broad-based stock program in thor's history. this plan will ensure that key employees become stockholders, giving them the perspective of an owner as they make short and long-term management decisions for our company. for most of thor's history, the management of our company enjoyed the good fortune of having been led by its two founders, wade thompson and peter orthwein. while mr. orthwein remains our  cotb  and  ceo , the face of our management is slowly evolving under both our and mr. orthwein's careful direction. ensuring that key members of management become engaged as stockholders as well as managers was an important step for our board to take. as part of our annual corporate governance and succession planning review, our nominating and corporate governance committee and our board evaluates our board leadership structure to ensure that it is appropriate. our board recognizes that there may be circumstances in the future that would lead it to separate the offices of ceo and  cotb . mindful of the risk inherently associated with tying compensation to profitability, our company holds the right to seek return of any compensation that is paid to an employee from that employee in the event that the reported financial performance upon which the compensation was paid proves to be faulty or inaccurate for any reason. in september 2012, our company adopted a formal policy that requires the board of directors to seek recoupment of any incentive-based compensation paid by the company that is subsequently determined to have been paid upon erroneous financial statements that require a restatement. ahead of the anticipated clawback rules to be issued by the nyse as required by the dodd-frank wall street reform and consumer protection act, our board of directors and our executive management share the philosophy behind the rule that will eventually require companies to carry such a policy and found it in our stockholders best interest that the policy be enacted now before it is required. the policy, which applies to all incentive-based compensation paid by the company, will require the board to seek recoupment of any incentive compensation paid to employees of an operating subsidiary and/or the company in the event that the pre-tax profit of the operating subsidiary and/or the company is impacted as a consequence of restated earnings by the subsidiary or company. in the event of a restatement, employees of the subsidiary for which the restatement was necessary and/or of the company will be subject to the recoupment requirements of the new policy. ",1
550,730272,2014,"the board is led by its chairperson, karen dawes, who is an independent director. ms. dawes was appointed as co-chairperson in july 2011 and became the chairperson in december 2011. the board believes that separating the roles of ceo and chairperson of the board is the most appropriate structure for the company at this time. having an independent chairperson is a means to ensure that the ceo is accountable for managing the company in the best interests of stockholders while, at the same time, acknowledging that managing the board is a separate and time intensive responsibility. the board also believes that having an independent chairperson can serve to curb conflicts of interests, promote oversight of risk and manage the relationship between the board and the  ceo . in november 2013, the nominating and corporate governance committee, with karen dawes abstaining, approved an expanded chair focus for karen dawes, on a short-term basis, as part of the continued organizational re-alignment required for the company's shift of strategic focus to its bioprocessing business. in this expanded role, ms. dawes committed additional time to the company to assist with the development and implementation of strategy for this re-alignment, particularly in the areas of commercialization, licensing, and organizational structure in which ms. dawes provided high level advice and participated in recruiting key leadership positions at the company which are critical to this re-alignment. additionally, ms. dawes reviewed the development of the company's budget and commercial organization plan for 2014. in february 2013, the nominating and corporate governance committee reviewed the foregoing arrangements and agreed to continue its operations.",0
551,730464,2012,"in accordance with devry's corporate governance principles, the board believes that it makes its selection of the board chair and the ceo in the way that it deems best for the organization and its shareholders and assesses this determination on an ongoing basis. the board therefore has no specific policy with respect to the separation of the offices of board chair and ceo. the board believes that this issue can be part of the succession planning process and that it is in the best interests of devry and its shareholders for the board to make a determination regarding this issue when it annually elects the board chair. since 2006, the offices of board chair and ceo have been held by different individuals, with the board chair currently being an independent director. the board believes that the existing leadership structure currently serves devry and its shareholders well. ",0
552,730464,2012,"in accordance with devry's corporate governance principles, the board believes that it makes its selection of the board chair and the ceo in the way that it deems best for the organization and its shareholders and assesses this determination on an ongoing basis. the board therefore has no specific policy with respect to the separation of the offices of board chair and ceo. the board believes that this issue can be part of the succession planning process and that it is in the best interests of devry and its shareholders for the board to make a determination regarding this issue when it annually elects the board chair. since 2004, the offices of board chair and ceo have been held by different individuals, with the board chair currently being dr. shapiro, an independent director. the board believes that the existing leadership structure currently serves devry and its shareholders well. ",0
553,730716,2010,"consistent with its responsibility for oversight of the company, the board of directors, among other things, oversees risk management of the company's business affairs directly and through the committee structure that it has established. the board of directors role in the company's risk oversight process includes regular reports from senior management on areas of material risk to the company, including operational, financial, legal and regulatory, and strategic and reputation risks. the full board (or the appropriate committee) receives these reports from management to identify and discuss such risks. the board periodically reviews with management its strategies, techniques, policies and procedures designed to manage these risks. under the overall supervision of the board, management has implemented a variety of processes, procedures and controls to address these risks. the board requires management to report to the full board on a variety of matters at regular meetings of the board and on an as-needed basis, including the performance and operations of the company and other matters relating to risk management. the audit committee also receives regular reports from the company's independent registered public accounting firm on internal control and financial reporting matters. these reviews are conducted in conjunction with the board's risk oversight function and enable the board to review and assess any material risks facing the company. the board currently combines the positions of ceo and chairperson with dr. koliopoulos elected chairperson in february 2010. the board believes that the ceo is best situated to serve as chairperson at this time; given the current chairperson and  ceo 's extensive experience in the industry, he is the director most capable of effectively identifying strategic priorities and leading the discussion and execution of strategy. in addition, the board believes this structure is appropriate because it supports the process of effective and efficient company leadership in alignment with our strategic direction, both short-term and long-term. this structure also enables our ceo and chairperson to act as a bridge between management and the board, helping both to act with a common purpose. the board of directors appreciates that the advantages g ained by having a single ceo and chairperson must be viewed in light of potential independence concerns. the board of directors considers, however, that the company has adequate safeguards in place to address those concerns. for example, the board of directors consists of a majority of independent directors. in addition, our audit and governance/nominating committees, which oversee critical matters such as the integrity of our financial statements, the selection and evaluation of directors, and the development and implementation of corporate governance policies, each consist entirely of independent directors. the chairperson has the following responsibilities: (i) schedule calendar of board of directors meetings; (ii) with input from the board of directors, plan agenda topics for board of directors and committee meetings; (iii) and undertake other duties on a situational basis. the board maintains overarching responsibility for assessing potential risk to the company, and delegates to the various committees of the board specific responsibility for risk management, according to committee charters. the audit committee serves as the primary committee administering risk oversight. the audit committee discusses with management major risk areas and actions taken to monitor and control such exposures. the chairperson monitors significant issues and enterprise risks that may arise between board of directors meetings, and assures that the entire board of directors become's involved, when appropriate.",1
554,731766,2011,"our board of directors believes that having independent board leadership is an important component of our governance structure. as such, our bylaws require the company to have either an independent chair of the board or a lead independent director. the company believes the current leadership structure delineates the separate roles of managers and directors. whereas our ceo sets the strategic direction for the company and provides day- to- day leadership, our independent chair of the board leads the board in the performance of its duties and serves as the principal liaison between the independent directors and the ceo. in recognition of these distinct differences in duties, our principles of governance outline the specific duties of the chair of the board or a lead independent director, including: chairing all meetings of the board at which the chair is present (chair of the board duty only); working with the ceo on the scheduling of board meetings and the preparation of agendas and materials for board meetings; coordinating the preparation of agendas and materials for executive sessions of the board's non- management directors; scheduling and leading the executive sessions of the board's non- management directors; defining the scope, quality, quantity and timeliness of the flow of information between company management and the board that is necessary to effectively and responsibly perform their duties; leading the board process for the hiring, terminating and evaluating the performance of the company's ceo position and working with the chair of the compensation committee on the process for compensating and evaluating the ceo; recommending outside advisors and consultants, as necessary, who report directly to the board on board related issues; serving as an ex- officio member of each committee and working with the board committee chairs on the performance of their designated roles and responsibilities; interviewing, along with the chair of the nominating committee, all board candidates and making director candidate recommendations to the nominating committee; assisting the board and the company in assuring compliance with and implementation of the company's principles of governance; serving as principal liaison between the independent directors and the ceo; coordinating the performance evaluations of the board and the board committees in conjunction with the committee chairs and the nominating committee; working with the nominating committee on the membership of board committees; and being available for communications with shareholders, as needed",0
555,731766,2014,"our directors are elected annually by a majority vote of our shareholders. we have independent board leadership, and nine of our eleven directors are independent. all members of our board of directors are elected annually by our shareholders. our articles of incorporation provide that, in an uncontested election, each director must be elected by a majority vote. we have no supermajority shareholder approval provisions. we have a non-executive, independent chair of the board. if a future chair of the board is not independent, a lead independent director will be appointed by a majority vote of the independent directors. our board of directors believes that having independent board leadership is an important component of our governance structure. as such, our bylaws require the company to have either an independent chair of the board or a lead independent director. the company believes the current leadership structure delineates the separate roles of managers and directors. our ceo sets the strategic direction for the company, working with the board, and provides day-to-day leadership; our independent chair of the board leads the board in the performance of its duties and serves as the principal liaison between the independent directors and the ceo . in addition to these overall differences in duties, our principles of governance outline the specific duties of the chair of the board or a lead independent director, including: chairing all meetings of the board at which the chair is present (chair of the board duty only); working with the ceo on the scheduling of board meetings and the preparation of agendas and materials for board meetings; coordinating the preparation of agendas and materials for executive sessions of the board's non-management directors; scheduling and leading the executive sessions of the board's non-management directors; defining the scope, quality, quantity and timeliness of the flow of information between company management and the board that is necessary to effectively and responsibly perform their duties; leading the board process for hiring, terminating and evaluating the performance of the company's ceo and working with the chair of the compensation committee on the process for compensating and evaluating the ceo ; recommending outside advisors and consultants, as necessary, who report directly to the board on board-related issues; serving as an ex-officio member of each committee and working with the board committee chairs on the performance of their designated roles and responsibilities; interviewing, along with the chair of the nominating committee, all board candidates and making director candidate recommendations to the nominating committee; assisting the board and the company in assuring compliance with and implementation of the company's principles of governance; coordinating the performance evaluations of the board and the board committees in conjunction with the committee chairs and the nominating committee; working with the nominating committee on the membership of board committees; and being available for communications with shareholders, as needed. in the vote on the election of director nominees, shareholders may: vote in favor of a nominee; vote against a nominee; or abstain from voting with respect to a nominee. a director nominee will be elected if the number of votes cast 'for' the nominee exceeds the number of votes cast 'against' the nominee. to address a holdover provision in minnesota law that allows a director who has not been re-elected to remain in office until a successor is elected and qualified, we have a policy requiring any director who does not receive a greater number of votes 'for' than 'against' his or her election in an uncontested election to tender his or her resignation from the board of directors following certification of the shareholder vote. under this policy, the board of directors will determine whether to accept or reject the offer to resign within 90 days of certification of the shareholder vote. the text of this policy appears in our principles of governance, which are available on our website at",0
556,731802,2010,"the board is comprised of a majority of independent directors in accordance with nyse corporate governance-related listing standards. in accordance with rules of the sec and the nyse as well as our guidelines, to be considered independent, a director must not have a direct or indirect material relationship with the company or its management, other than as a director. to assist it in making its determination of the independence of each of its members, the board has adopted its categorical standards of director independence ( standards ). the standards specify the criteria by which the independence of our directors will be determined and the types of relationships the board has determined to be categorically immaterial, including relationships of directors and their immediate families with respect to past employment or affiliation with the company, our management or our independent registered public accounting firm. for purposes of the standards, the board has adopted the definition of an immediate family member as set forth by the nyse, which includes a director's spouse, parents, children, siblings and in-laws of the director, as well as anyone else (other than domestic employees) who shares such director's home. the standards and our guidelines are posted on the corporate governance page of our website. the company's bylaws and guidelines provide that our board of directors has the right to exercise its discretion to either separate or combine the offices of cotb and CEO ( CEO ). this decision is based upon the board's determination of what is in the best interests of the company and its shareholders, in light of the circumstances and taking into consideration succession planning, skills and experience of the individuals filling those positions and other relevant factors. until october 1, 2010, the board had historically determined that the offices of cotb and CEO should be combined, primarily to provide unified leadership and direction for the company. however, on september 30, 2010, mr. best retired as CEO of the company, a position he had held since march 1997, and was appointed by the board as executive cotb effective october 1, 2010. in addition, mr. cocklin was appointed by the board as president and CEO also effective october 1, 2010. considering the skills and experience of mr. best and mr. cocklin, the need to provide an orderly leadership transition from mr. best to mr. cocklin, and the completion of the execution of the company's succession planning process, the board has determined that the board and company's leadership structure that is most appropriate at this time is to have an executive cotb separate from its CEO . the current leadership structure is based on the experienced leadership provided by a full-time executive cotb (currently mr. best) and a full-time CEO (currently mr. cocklin), with both positions being subject to oversight and review by the company's independent directors. the board recognizes that if the circumstances change in the future, other leadership structures might also be appropriate and it has the discretion to revisit this determination of the company's leadership structure. a combined cotb and CEO board leadership structure has previously worked well for the company and its shareholders and may do so in the future. the board's leadership structure is designed so that independent directors exercise oversight of the company's management and key issues related to strategy and risk. only independent directors serve on the audit committee, the human resources committee and the nominating and corporate governance committee of the board and all standing board committees are chaired by independent directors. additionally, independent directors regularly hold executive sessions of the board outside the presence of the executive cotb , the president and CEO or any other company employee and they generally meet in a private session with the executive cotb and the president and CEO at every regularly scheduled board meeting. beginning on page 14 for more information on the specific processes used by the hr committee to assess the risk profiles of our compensation programs. the board believes that the current leadership structure of the board supports effective oversight of the company's risk management processes described above by providing independent leadership at the board committee level, with ultimate oversight by the full board as led by the executive cotb , the president and CEO and the lead director. our shareholders are also being asked to approve an amendment to our annual incentive plan to extend the term for an additional five years, which if approved, will mean that the incentive plan will expire september 30, 2016. along with the ltip, the incentive plan represents an integral part of our overall compensation program. the board of directors believes that the incentive plan has been and will continue to be effective in maintaining a balanced and competitive overall compensation program. accordingly, the board believes that approval of the amendment to extend the term of the incentive plan for an additional five-year period is advisable and is in our best interests and the best interests of our shareholders. regulations promulgated under section 162(m) of the code provide that in order for us to continue to fully deduct for federal income tax purposes compensation paid under the incentive plan to our five most highly compensated officers, we must seek approval of the terms of the incentive plan every five years. approval of the amendment to the incentive plan to extend the term of the plan for an additional five- year period will also constitute reapproval of the terms of the incentive plan for purposes of section 162(m) of the code. the complete text of the incentive plan, as amended, is set forth in appendix b to this proxy statement. a summary of the incentive plan contained herein is qualified in its entirety by reference to appendix b. on august 3, 2010, the board of directors approved and adopted the amendment to the incentive plan, which is subject to the approval of our shareholders at the annual meeting of shareholders on february 9, 2011. the board of directors believes that the incentive plan will continue to accomplish its purpose of promoting our interests and the best interests of our shareholders by attracting, motivating and retaining executives and senior managers. as discussed above, the board of directors believes that our current executive compensation programs directly link executive compensation to our financial performance and align the interests of our executive officers with those of our shareholders. the board believes that giving our shareholders the right to cast an advisory vote every year on their approval of the compensation arrangements of our named executive officers is a good corporate governance practice and is in the best interests of our shareholders, by allowing our shareholders to provide us with their input on our executive compensation philosophy, policies and practices as disclosed in our proxy statement every year. each year, the independent directors of the board select an independent director to serve as a lead director (the lead director ). the lead director performs the following duties: (i) convenes and chairs meetings of the non-management directors in executive sessions as may be necessary; (ii) coordinates and develops the agenda for executive sessions of the non-management directors; (iii) coordinates feedback to the executive cotb and the president and CEO on behalf of the non-management directors regarding business, management or other issues; (iv) collaborates with the executive cotb and the president and CEO in developing the agenda for meetings of the board; (v) consults with the executive cotb and the president and CEO on related information that is sent to the board; (vi) discusses the results of the performance evaluation of both the executive cotb and the president and CEO with the chair of the human resources committee; (vii) reports to the executive cotb and president and CEO the results of their respective performance evaluations and (viii) identifies and develops with the executive cotb and the president and CEO along with the chair of the nominating and corporate governance committee, the board's compositional needs and criteria for the selection of candidates to serve as directors. in performing the duties described above, the lead director is expected to consult with the chairs of the appropriate board committees and solicit their participation. the lead director also performs such other duties as may be assigned to the lead director by the board of directors, the independent directors, the executive cotb or the president and CEO . in accordance with the corporate governance-related listing standards of the nyse, the independent directors of the board have designated charles k. vaughan as the lead director at all meetings of non-management directors during fiscal 2011, which meetings will continue to be held by the board on a regular basis. in addition, all independent members of the board meet as a group at least once annually. shareholders and other interested parties may communicate with mr. vaughan, individual non-management directors, or the non-management directors as a group, by writing to board of directors, atmos energy corporation, p.o. box 650205, dallas, texas, 75265-0205 or by electronic mail at",1
557,731802,2017,"the company's bylaws and guidelines provide that our board of directors has the right to exercise its discretion to either separate or combine the offices of the  cotb  and the ceo . this decision is based upon the board's determination of what is in the best interests of the company and its shareholders, in light of the circumstances and taking into consideration succession planning, skills and experience of the individuals filling those positions and other relevant factors. the current leadership structure is based on the experienced leadership provided by an executive  cotb  (currently mr. cocklin) and a full-time ceo (currently mr. haefner), with both positions being subject to oversight and review by the company's independent directors. the board recognizes that if the circumstances change in the future, other leadership structures might also be appropriate and it has the discretion to revisit this determination of the company's leadership structure. a combined  cotb  and ceo board leadership structure has previously worked well for the company and its shareholders and may do so in the future. the board's leadership structure is designed so that independent directors exercise oversight of the company's management and key issues related to strategy and risk. only independent directors serve on our audit committee, hr committee and nominating and cg committee of the board, and all standing board committees are chaired by independent directors. additionally, independent directors regularly hold executive sessions of the board outside the presence of the executive  cotb , the president and ceo or any other company employee, and they generally meet in a private session with the executive  cotb  and the president and ceo at regularly scheduled board meetings. , beginning on page 51, for more information on the specific processes used by the hr committee to assess the risk profile of our compensation programs. the nominating and cg committee oversees risks associated with corporate governance, including board leadership structure, succession planning and other matters. the board's role in risk oversight has had no significant effect on the board's leadership structure. in addition, we believe that the current leadership structure of the board supports effective oversight of the company's risk management processes described above by providing independent leadership at the board committee level, with ultimate oversight by the full board as led by the executive  cotb , the president and ceo and the lead director. section of this proxy statement, the board believes that our current executive compensation program directly links executive compensation to our financial performance and aligns the interests of our named executive officers with those of our shareholders and customers. our board also believes that our executive compensation program provides our named executive officers with a balanced compensation package that includes a reasonable base salary along with annual and long-term incentive compensation plans that are based on the company's financial performance. for fiscal 2017, over 52 percent of our ceo 's actual total direct compensation was performance-based and at risk, while the average for the other named executive officers (excluding for this purpose those named executive officers that terminated employment during the fiscal year) was over 47 percent. our shareholders overwhelmingly approved our executive compensation program when they approved the executive compensation of our named executive officers at our last annual meeting with a positive vote of about 94 percent. see ",0
558,732712,2010," each year, the board elects one of its members to serve as  cotb . the board reviews its governance structure and the qualifications of each director and determines which director is best qualified to chair the board. the board believes that verizon and its shareholders are best served by having a  cotb  who has a wide-ranging, in-depth knowledge of verizon's business operations and the competitive landscape and who can best identify the strategic issues to be considered by the board. based on his extensive experience and knowledge of verizon's competitive challenges and opportunities, the board has determined that at this time the ceo is the director best qualified to serve in the role of  cotb . at the same time, in order to maintain an appropriate level of independent checks and balances in its governance, the independent members of the board have elected a presiding director who has the authority to review and approve the information provided to the board and to provide independent leadership, including in the evaluation and compensation of the ceo . dr. sandra o. moose is currently the presiding director. more specifically: verizon's board of directors has the independence, professional experience, expertise and commitment to effectively oversee management's performance and act in the long-term best interests of shareholders. the board has recognized that one of its most important duties is to ensure that verizon is prepared for the planned or unplanned departure of the  ceo . however, the board believes that the proposal is unnecessary because the board already has in place an effective succession planning process that includes: no waiver of any provision of the business conduct and ethics requirements for a director, or of any provision of the verizon code of business conduct for a verizon senior executive, may be granted without the approval of the board of directors. the board is strongly predisposed against any such waivers. however, in order to approve any such waiver, the board must affirmatively find that the waiver does not violate any applicable law or regulation and that the waiver is in the best interests of the corporation. in the event the board approves a waiver, it will ensure that the waiver and the board's rationale for granting the waiver are promptly disclosed, consistent with applicable legal and stock exchange requirements. the corporation does not currently have a shareholder rights plan, or poison pill, and the board currently has no plans to adopt such a plan. however, if the board is presented with a set of facts and circumstances which leads it to conclude that adopting a rights plan would be in the best interest of shareholders, it will seek prior shareholder approval unless the independent directors, exercising their fiduciary duties, determine that such submission would not be in the best interests of shareholders under the circumstances. if any rights plan is adopted without prior shareholder approval, it will be presented to shareholders within one year or expire within one year without being renewed or replaced. any plan adopted by the board will also contain a sunset provision, providing that shareholders will have the opportunity to ratify or reject the plan every three years following the date of initial shareholder approval. these tables also do not include amounts that would be payable to the named executive officers under the senior manager severance plan described on pages 43-44, because that plan was not in effect on december 31, 2009. under the plan, to the extent that a continuing named executive officer other than the ceo has been involuntarily terminated without cause or the independent members of the board determine that there has been a qualifying separation, the officer is eligible to receive a lump-sum cash separation payment equal to two times his or her base salary and target short-term incentive opportunity, along with continuing medical coverage for the applicable severance period. to the extent that a senior manager is eligible for severance benefits under an outstanding employment agreement or any other arrangement, that person will not be eligible for any duplicative benefits under the severance plan. the plan does not provide for any severance benefits based upon a change in control of the company. ",1
559,732712,2011,"each year, the board elects one of its members to serve as chairman. the board reviews its governance structure and the qualifications of each director and determines which director is best qualified to chair the board. the board believes that verizon and its shareholders are best served by having a chairman who has a wide-ranging, in-depth knowledge of verizon's business operations and the competitive landscape and who can best identify the strategic issues to be considered by the board. based on his extensive experience and knowledge of verizon's competitive challenges and opportunities, the board has determined that at this time the chief executive officer is the director best qualified to serve in the role of chairman. at the same time, in order to maintain an appropriate level of independent checks and balances in its governance, the independent members of the board have elected a presiding director who has the authority to review and approve the information provided to the board and to provide independent leadership, including in the evaluation and compensation of the ceo. dr. sandra o. moose is currently the presiding director. more specifically: the chairman: chairs all meetings of the board, other than executive sessions; identifies strategic issues that should be considered for the board agenda, subject to the approval of the presiding director; and consults with the presiding director in the development of the schedule, agenda and materials for all meetings of the board. the presiding director: chairs executive sessions, including the evaluation of the performance and compensation of the ceo; chairs any meeting of the board if the chairman is not present; approves the schedule, agenda and materials for all meetings of the board, in consultation with the chairman; acts as liaison with the chairman, in consultation with the other independent directors who continue to have direct and complete access to the chairman at any time they deem necessary or appropriate; and presides over the board's annual self-evaluation. the presiding director has the authority to call meetings of the board, as well as executive sessions of the board, and will do so at the request of any other director. any shareholder or interested party may communicate directly with the presiding director. in addition, the agenda for each board meeting and the schedule of meetings are available to all directors in advance so that any director can review and request changes. moreover, all directors have unrestricted access to management at all times and communicate informally with management on a variety of topics. the board believes that shareholders are best served by the board's current leadership structure, because the corporate governance guidelines and the company's policies and procedures provide for an empowered, independent presiding director and the full involvement of the independent members of the board in the board's operations and its decision making. ",1
560,737468,2012,"the board believes that the corporation's ceo is best positioned to serve as  cotb  because he is the director most familiar with the corporation's business and industry, and most capable of effectively identifying and executing strategy priorities. the corporation's independent directors bring experience, oversight and expertise from various areas outside the corporation, while the ceo brings corporation-specific experience and expertise. the board recognizes its responsibility to hold management accountable for the execution of strategy once it is developed. the board believes the combined role of  cotb  and  ceo , together with an independent lead director having the duties described below, is in the best interest of shareholders because it fosters clear accountability and effective decision making while providing the appropriate balance between strategy development and independent oversight of management.",1
561,737758,2011,"our restated certificate of incorporation provides that our board of directors may be comprised of between eight and twelve directors. our board currently is comprised of 10 directors. as provided in our restated certificate of incorporation, our board is divided into three staggered classes of directors of the same or nearly the same number, with each class elected in a different year for a term of three years. our current directors and their respective current terms are as follows: if prior to the annual meeting the board should learn that any nominee will be unable to serve for any reason, the proxies that otherwise would have been voted for that nominee will be voted for a substitute nominee as selected by the board. alternatively, at the board's discretion, the proxies may be voted for that fewer number of nominees as results from the inability of any nominee to serve. the board has no reason to believe that any of the nominees will be unable to serve. our corporate governance guidelines provide that (i) our board has no policy with respect to the separation of the offices of the  cotb  and the ceo ; (ii) our board believes that this issue is part of the succession planning process and will be reviewed as the nominating & governance committee deems it appropriate; and (iii) at any time that (a) the offices of  cotb  and ceo are held by the same person, or (b) the  cotb  does not meet the criteria for independence as established by applicable law, the rules and regulations of the sec or the nyse listing standards, then the board, upon recommendation of the nominating & governance committee, shall appoint a lead director who shall have such duties as are described in the corporate governance guidelines or otherwise determined by the board. the board believes it is appropriate not to have a policy requiring the separation of the offices of the  cotb  and the ceo so that it may make this determination based on what it believes is best under the current circumstances. however, the board endorses the concept of an independent director being in a position of leadership and, thus, our corporate governance guidelines require a lead director when the  cotb  is not independent. our board is currently chaired by michael j. hoffman, our  cotb  and ceo . our lead director is robert c. buhrmaster. our nominating & governance committee and full board believe that our current leadership structure is appropriate for several reasons, including: (i) mr. hoffman's extensive knowledge of our company, our business and our industry, obtained through his 34 years of service to our company, which benefit board leadership and the board's decision-making process through his active role as  cotb ; (ii) it unifies board leadership and strategic direction as implemented by our management; and (iii) we are able to appropriately balance risks relating to concentration of authority through the oversight of our independent and engaged lead director and board. mr. hoffman's biography is set forth on page 14. as our lead director, mr. buhrmaster (i) presides at regularly scheduled executive sessions of the non-employee directors; (ii) provides direction on board meeting agendas and other materials; (iii) manages the board's annual self-assessment process; and (iv) together with the chair of the compensation & human resources committee, communicates to mr. hoffman the results of his annual performance review and compensation. with more than 15 years of continuous service on our board, mr. buhrmaster has considerable knowledge of our company, our business and our industry. mr. buhrmaster also has significant public company board experience. in addition to serving as our lead director, mr. buhrmaster serves as the chair of our nominating & governance committee. mr. buhrmaster's biography is set forth on page 12.",1
562,739878,2011,"currently, we separate the roles of  cotb  and  ceo . separating these roles allows our ceo to focus on the day-to-day management of our business and our  cotb , a non-management director, to lead the board and focus on providing advice and independent oversight of management. given the time and effort that is required of each of these positions and our preference to have a non-management director lead our board, we currently believe it is best to separate these roles. however, neither our bylaws nor our corporate governance guidelines requires that we separate these roles and the board does not have a policy on whether the same person should serve as both the ceo and  cotb  or, if the roles are separate, whether the  cotb  should be selected from the non-management directors. our board believes that it should have the flexibility to make these determinations from time to time in the way that it believes best to provide appropriate leadership for the company under then-existing circumstances. ",0
563,739944,2012,"under applicable nasdaq listing standards, a majority of the members of our board of directors must qualify as independent , as affirmatively determined by the board. the board has determined that a majority of its members are independent within the meaning of the nasdaq listing standards. specifically, the following members of the board have been determined to be independent: brian p. johnson (a continuing director), robert j. marzec (a continuing director) and robert a. rudell (a continuing director). the board has determined that dr. samuel c. powell is not independent under applicable nasdaq listing standards as a result of our being a party to a lease agreement with dr. powell, as landlord, with respect to our burlington, north carolina production facility. mr. braun, our president and  ceo , is also not independent under the nasdaq listing standards. the board believes that the company's ceo is best situated to serve as  cotb  because he is the director most familiar with the company's business and industry, and most capable of effectively identifying strategic priorities and leading the discussion and execution of strategy. independent directors and management have different perspectives and roles in strategy development. the company's independent directors bring experience, oversight and expertise from outside the company and industry, while the ceo brings company-specific experience and expertise. the board believes that the combined role of  cotb  and ceo promotes strategy development and execution, and facilitates information flow between management and the board, which are essential to effective governance. one of the key responsibilities of the board is to develop strategic direction and hold management accountable for the execution of strategy once it is developed. the board believes the combined role of  cotb  and  ceo , together with an independent lead director having the duties described below, is in the best interest of stockholders because it provides the appropriate balance between strategy development and independent oversight of management.",1
564,740694,2013,"the board has no formal policy with respect to the separation of the offices of the  cotb  and the  ceo , which are currently combined. however, the board understands that no single leadership model is right for all companies and at all times. accordingly, the board periodically reviews its leadership structure, including whether these offices should be separate. the board has determined that the current structure consisting of combined roles of  cotb  and  ceo , along with the position of an independent lead director, is an effective and appropriate leadership structure for the company at this time. the lead director chairs the periodic sessions of the board in which management directors and other members of management are not present, serves as a liaison between members of the board of directors and the  cotb  and  ceo , assists in the development of board meeting agendas, and provides continuous communication regarding matters of import to the  cotb  and  ceo . the lead director since october 2007 has been timothy j. o donovan. the independent directors routinely meet in executive session. during 2009, the independent directors met in executive session on five occasions. combining the  cotb  and ceo roles fosters clear accountability, effective decision-making, and alignment on corporate strategy. as a balance, to ensure effective independent oversight, the board maintains a strong, independent, lead director, and ensures that non-management directors meet in executive session after each board meeting. to further ensure effective independent oversight, the board has adopted, as part of its corporate governance guidelines, several key governance policies, including an annual review, by non-management directors, of the  ceo 's performance. in addition, the governance committee is required to work with the ceo to ensure that effective plans are in place for both short-term and long-term management succession, and to evaluate potential successors to the  ceo .",1
565,741508,2010,"in 2007, the board of directors undertook a comprehensive review of its leadership structure. after considering the specific nature of the company's business as a utility holding company and the developing corporate governance practices at other publicly-held companies, the board of directors determined to separate the roles of ceo and  cotb . in 2009, the evaluation of nve's leadership structure resulted in the continuation of these separate roles and further resulted in a review of all committee charters. all committee charters were updated in 2009 and the audit committee charter was updated again on february 2, 2010 to reflect new risk oversight responsibilities. in 2009, the nominating and governance committee reviewed the composition of the board and believes nve has an appropriate number of directors.",0
566,742054,2010,"board leadership structure as indicated above, the non-management directors meet in executive session at least annually. currently, the roles of cotb and CEO of the company are combined and held by mr. mallory. as such, the non-management directors selected allen b. puckett, iii to preside over such meetings during 2009. the investor relations section of our website contains information on the manner in which mr. puckett may be contacted by shareholders. the board of directors recommends a vote for the election of all nominees. proposal 2: ratification of independent auditors for year ended december 31, 2009 (item 2 on the proxy card) t. e. lott & company, a u.s. based accounting firm, has been our independent auditors since 1974. the audit committee, in its capacity as a committee of the board of directors, has appointed t. e. lott & company to audit our financial statements for the fiscal year ending december 31, 2009. representatives of t. e. lott & company plan to attend the annual meeting and will be available to answer appropriate questions from shareholders. these representatives will be able to make a statement at the meeting if they wish, although we do not expect them to do so. shareholder ratification of the appointment of t. e. lott & company is not required by the rules of nasdaq or the sec or by our bylaws. however, our board of directors is submitting the appointment of t. e. lott & company to you for ratification as a matter of good corporate practice. if our shareholders fail to ratify the appointment, our audit committee will review its future selection of our independent auditors. even if the appointment of t. e. lott & company is ratified, the audit committee may change to a different independent registered public accounting firm if it determines a change may be in the best interest of us and our shareholders voting the ratification of t. e. lott & company as our independent auditors for the year ended december 31, 2009 requires the affirmative vote of the holders of a majority of the shares represented at the meeting, in person or by proxy, and entitled to vote. for the ratification of our independent auditors, you may vote for or against or abstain from voting. if you hold your shares in your own name and abstain from voting on this matter, your abstention will have the effect of a negative vote. if you hold your shares through a broker, bank, trustee or other nominee and you do not instruct them how to vote on this proposal, your broker may have authority to vote your shares. broker non-votes will have no effect on the approval of this proposal. ",0
567,742112,2011,"the frequency of the advisory vote selected by shareholders will be the one that receives the highest number of votes cast by shareholders. however, because this vote is advisory and not binding on the board of directors or the company, the board may decide that it is in the best interests of the shareholders and the company to hold an advisory vote on executive compensation more or less frequently than the option selected by shareholders in this proposal 4. gerald b. blouch was named invacare's president and ceo effective january 1, 2011. mr. blouch succeeded a. malachi mixon, iii as  ceo , allowing mr. mixon to focus his efforts on overseeing the activities of the board of directors and the company's government relations and research and product innovation as the company's executive  cotb . the board believes this structure is optimal for the company because it allows mr. blouch, who previously served as president and chief operating officer for many years, to focus on the company's strategic issues and the day-to-day operation of the business, while enabling mr. mixon to focus on leadership of the board of directors while still leading the company in areas where he is uniquely qualified to contribute. the board believes that the separate roles of ceo and executive  cotb  provide an effective leadership model that capitalizes on the skills, expertise and experience of both mr. mixon and mr. blouch. the board's independent directors bring experience, oversight, and expertise from outside the company and industry, while the executive  cotb  and the ceo bring company and industry specific experience and expertise. one of the key responsibilities of the board is to oversee and guide management's strategic direction and hold management accountable for the execution of strategy once it is developed. the board believes the separate roles of ceo and executive  cotb , together with an independent lead director having the duties described above, is in the best interests of the shareholders because it strikes an appropriate balance for the company; with the ceo and executive  cotb , there is effective leadership and a focus on strategic development and execution, while the lead director helps assure independent oversight and management. ",0
568,743367,2014,"the leadership structure of the company is guided by its governance committee. the company's governance committee nominates individuals to serve as members of the company's board of directors, including any management directors. all directors of the company are considered independent directors , except for the ceo of the company. the chairperson of the board of directors, as well as the vice chairperson of the board, are both independent directors . management directors do not serve as chairs of any board committees. the governance committee nominates the chairperson and vice chairperson roles for election by the entire board of directors. the independent directors meet in executive session directly after board meetings periodically to ensure that there is adequate oversight of company management and to ensure that there is ample time to assess the company's activities separate from management. the governance committee believes this leadership structure is prudent and provides sufficient segregation and independence. the board of directors provides oversight to the management of the company's risk profile, including but not limited to internal controls over financial reporting, credit risk, interest rate risk, liquidity risk, operational risk, reputational risk and compliance risk. the board of directors monitors and manages these risks through the activities of specialized board committees in conjunction with management, internal audit, the independent registered public accounting firm, and other independent advisors. some of the more significant risks and the board's oversight of those risks are described below. the board manages credit risk through a director's loan committee, which operates at the bhbt level and meets at least monthly. this committee sets loan policy, establishes credit authorities, and approves or ratifies all extensions of credit over $1,000,000. this committee regularly reviews credit trends, delinquencies, non-performing loans and recommends loans to be charged-off to the board of directors. the asset and liability management committee ( alco ), which comprises the entire senior management team and is chaired by the cfo, assists in the management of interest rate and liquidity risk. this committee meets on a regular basis to review market interest rate trends and product pricing strategies. on a quarterly basis, alco meets with its asset and liability management consultant, darling consulting group, to review current trends, possible interest rate or liquidity risks in the balance sheet and to review prospective strategies over typically a two-year horizon using their proprietary modeling services. the chairperson of the board attends these quarterly meetings and the findings and recommendations are reported to the full board by the consultants at least twice a year. the company's balance sheet position and risk mitigation strategies are reviewed by internal audit and the data verified by an outsourced specialist from m & m consulting. the company's audit committee meets quarterly and receives reports from its independent registered public accounting firm, the independent loan review consultants, and the company's internal audit function. the senior auditor conducts an annual risk-based audit program and provides audit findings quarterly. the company has an enterprise risk management program that is administered on behalf of the board of directors by executive vice president and chief risk officer bonsey. in addition to this program, the bank's credit review, consumer loan underwriting, compliance and information security departments report to mr. bonsey. the enterprise risk management program coordinates with all of the bank's lines of business to identify, monitor, track and report various risks within the organization. the program also established an enterprise risk management committee that reviews and discusses on a quarterly basis the program's bank wide risk assessments. the final risk assessments are shared and discussed with the board of directors each quarter. the board manages incentive compensation risk through its compensation and human resources committee. this committee has engaged pearl meyer & partners as independent compensation consultants to provide the committee with both competitive market data and research into compensation best practices to guide the decisions of the committee. to mitigate the inherent risks of incenting behaviors potentially adverse to the company and its stakeholders, the committee has reviewed the plans with the assistance of the company's chief risk officer and their results are reviewed by the board to ensure that incentive plans for senior officers and others do not encourage excessive risk-taking. the company believes that its risk management activities and procedures provide sufficient information to management and the board of directors to assist them in properly and adequately evaluating the company's compliance with its risk management programs and policies. there can be no assurance that the board's risk oversight structure has identified and addressed every potential material risk and there may be additional risks that could arise in the company's business. both known and unknown risks could result in potentially material financial and/or business losses despite the board's efforts to oversee risk.",0
569,743988,2010,"the board believes there should be a substantial majority of independent directors on the board. the board also believes that it is useful and appropriate to have members of management as directors, including the ceo. independent directors are given an opportunity to meet outside the presence of members of management, and hold such meetings regularly. it is the written policy of the board that if the chairman is not ""independent"" in accordance with nasdaq marketplace rules and the exchange act, the board will designate an independent director to serve as lead independent director. prior to the election of philip t. gianos, an independent director, as chairman of the board, jerald g. fishman served as the lead independent director. we believe that having an independent chairman or a lead independent director, either of whom is responsible for coordinating the activities of the independent directors, as well as other duties, including chairing the meetings of the committee of independent directors, allows the company's ceo to better focus on the day- to- day management and leadership of the company, while better enabling the board to advise, and oversee the performance of, the ceo. the board's nominating and governance committee reviews the position of lead independent director and identifies the director who serves as lead independent director in the absence of an independent chairman",0
570,743988,2012,"it is the written policy of the board that if the chairman is not independent in accordance with nasdaq marketplace rules and the exchange act, the board will designate an independent director to serve as lead independent director. we believe that having an independent chairman or a lead independent director, either of whom is responsible for coordinating the activities of the independent directors, as well as other duties, including chairing the meetings of the committee of independent directors, allows the company's ceo to better focus on the day-to-day management and leadership of the company, while better enabling the board to advise and oversee the performance of the ceo. the board's nominating and governance committee reviews the position of lead independent director and identifies the director who serves as lead independent director in the absence of an independent chairman. for fiscal 2012, philip t. gianos, an independent director, served as chairman of the board, so there was no lead independent director. ",0
571,745732,2012,"our board has separated the roles of chairman of the board ( chairman ) and chief executive officer ( ceo ), and has appointed norman a. ferber to serve as chairman. mr. ferber is not an employee or executive officer of the company, but has worked as a consultant to the company since 1996. he was formerly the company's ceo from january 1988 through august 1996. our current ceo, michael balmuth, has been designated vice chairman of the board. our board has determined that this leadership structure is appropriate because it has worked effectively for many years. our board seeks to have both strong leadership as a board and a strong ceo. our experience has shown that separation of the roles of chairman and of ceo can contribute to the effectiveness of both. however, for this structure to be the most effective, it is key who fills each of those roles, and our board believes that it is preferable for both to have deep industry expertise and organizational familiarity with the company. mr. ferber previously served as our ceo, which we believe contributes to the effectiveness of our current leadership structure.",0
572,745732,2014,"our board has determined that the current leadership structure is appropriate because it has worked effectively for many years. our board seeks to have both strong leadership as a board and a strong ceo . our experience has shown that separation of the roles of  cotb  and of ceo can contribute to the effectiveness of both. however, for this structure to be most effective, it is key who fills each of those roles, and our board believes that it is preferable for both people in these roles to have deep industry expertise and organizational familiarity with the company. mr. ferber previously served as our ceo (from 1988 until 1996), which we believe contributes to the effectiveness of our current leadership structure. effective june 1, 2014, mr. balmuth will become executive  cotb  and mr. ferber will become  cotb  emeritus. consistent with the above approach, the new ceo is expected to be selected from the current senior executive team.",0
573,745981,2013,". the board believes that our leadership structure, with separate persons serving as our  cotb  and ceo ( ceo ), is in the best interest of our shareholders at this time. we believe this structure recognizes the differences between the two roles. our ceo is responsible for setting the strategic direction for the company and the day-to-day leadership and performance of the company, while our  cotb  provides guidance to our ceo and sets the agenda and presides over meetings of the full board of directors. we believe that the role of a separate  cotb , who is also an outside director, also helps enhance the independent oversight of management of the company and helps to ensure that the board is engaged with the company's strategy and how well it is being implemented. in addition to the roles outlined above, the board takes an active role in overseeing the management, operations, risk and soundness of the company. the  cotb  and the audit committee  cotb  serve as voting members of the bank's special assets committee. in addition, the  cotb  of the company's audit committee also chairs the bank's risk committee. the bank's risk committee assures that we maintain an effective system for identifying, measuring, monitoring, and controlling entity wide risk. the committee also provides for the oversight of the quality and integrity of accounting, financial reporting, risk management, and control practices of the company. we believe that such active board participation strengthens the company's operations. - 8 -",0
574,746515,2010,"there are currently eight members of the board of directors, three management directors and five independent non-management directors. the board has three standing committees: audit, compensation and nominating and corporate governance. all of the board committees are comprised solely of the five independent non-management directors. the three management directors have been deliberately excluded from membership on any of the board's standing committees. the role of  cotb  and ceo was combined when mr. rose was appointed to these roles in 1991. given the structure of the board of directors and the board's standing committees, where only independent non-management directors are members, the board believes this structure has been effective thus far in the company's operating history due to mr. rose's extensive knowledge of our business and industry, his sound understanding of our business strategy, and his corporate and board experience and leadership skills, which promote board communication, governance, continuity and appropriate oversight. the topic of the combined role of  cotb  and ceo is ultimately within the purview of the members of the board of directors and is assessed from time to time dependent upon the company's operating and regulatory environment. the board also anticipates creating the role of lead independent director, which will include additional remuneration for these expanded duties. this appointment will be made from the existing slate of independent non-management directors. the independent non-management directors hold executive sessions at every board meeting and at such other times as the board deems appropriate. management is responsible for the assessment and management of risk and brings to the attention of the board the most material risks to the company. the board of directors provides oversight and guidance to management regarding the material risks. further, the board has delegated oversight responsibilities for certain areas of risk to its three standing committees as described below. the board and its committees regularly discuss with management the company's strategies, goals and policies and inherent associated risks in order to assess appropriate levels of risk taking and steps taken to monitor and control such exposures. the board of directors believes that the risk management processes in place for the company are appropriate.",1
575,746515,2011,"there are currently eight members of the board of directors, three management directors and five independent non-management directors. the board has three standing committees: audit, compensation and nominating and corporate governance. all of the board committees are comprised solely of the five independent non-management directors. the three management directors have been deliberately excluded from membership on any of the board's standing committees. the role of chairman and chief executive officer was combined when mr. rose was appointed to these roles in 1991. given the structure of the board of directors and the board's standing committees, where only independent non-management directors are members, the board believes this structure has been effective thus far in the company's operating history due to mr. rose's extensive knowledge of our business and industry, his sound understanding of our business strategy, and his corporate and board experience and leadership skills, which promote board communication, governance, continuity and appropriate oversight. the topic of the combined role of chairman and chief executive officer is ultimately within the purview of the members of the board of directors and is reassessed periodically. the board created the role of lead independent director ( lead director ) in may 2010. the independent non-management directors hold executive sessions at every board meeting and at such other times as the board deems appropriate.",1
576,748015,2012,"the board of directors believes that the decision of whether to combine or separate the positions of ceo and  cotb  will vary company to company and depends upon a company's particular circumstances at a given point in time. for our company, the board of directors decided that when mr. rogers became  ceo , it was appropriate to separate the ceo and  cotb  positions to ease mr. rogers' burden. accordingly, mr. rogers serves as our ceo and mr. norris serves as our non-executive  cotb . our board of directors believes that this structure best encourages the free and open dialogue of alternative views and provides for strong checks and balances. the board of directors believes that this approach is working well and that this is the appropriate leadership structure for the company at this time. as previously disclosed, mr. rogers has announced that he will retire from the company effective january 15, 2013. the company will re-evaluate the company's leadership structure when it hires a new  ceo . the board also believes that one of the key elements of effective, independent oversight is that the non-management directors meet in executive session on a regular basis without the presence of management. at each quarterly meeting of our board of directors, our non-management directors meet in executive session. mr. norris presides at these executive sessions. the board believes that sealy's current leadership structure does not affect the board's role in risk oversight of the company.",0
577,749872,2010,"only our shareholders of record at the close of business on september 8, 2010 will be entitled to receive notice of, and vote at, the annual meeting or any adjournment of the annual meeting. you are cordially invited to attend the annual meeting. your vote is important, regardless of the number of common shares you own. whether or not you plan to attend the annual meeting, please promptly vote and submit your proxy by completing, signing, dating and returning your proxy card in the enclosed envelope. alternatively, refer to the instructions on the proxy card for details about transmitting your voting instructions electronically via the internet or by telephone. if you later decide to revoke your proxy for any reason, you may do so in the manner described in the accompanying proxy statement. the company is led by greg tunney, who serves as president and ceo and as a director, and gordon zacks, who serves as a non-executive  cotb . the company's board is currently comprised of mr. tunney and eight independent directors, including mr. zacks. the board has three standing committees: audit, compensation and nominating and governance. each of the audit committee, the compensation committee and the nominating and governance committee is chaired by a separate independent director. detailed information on each board committee is contained in the immediately following section captioned ",0
578,750199,2012,"the board's leadership structure separates the ceo and  cotb  positions, and the ceo reports to the board. the board does not have any policy with respect to the separation of the offices of the ceo and the  cotb . the board believes that this issue is part of the succession planning process and that it is in the best interests of the company for the board to make a determination regarding this issue each time it elects a new chief executive ",0
579,750556,2011,"our board is led by a  cotb  selected by the board from time to time. presently, mr. wells, our ceo , is also  cotb . all of our other directors are independent. the board has determined that selecting our ceo as  cotb  is in the company's best interests because it promotes unity of vision for the leadership of the company and avoids potential conflict among directors. the board is aware of the potential conflicts that may arise when an insider chairs the board, but believes these are offset by existing safeguards which include the designation of a lead director, regular meetings of the independent directors in executive session without the presence of insiders, the board's succession plan for incumbent management, the fact that management compensation is determined by a committee of independent directors who make extensive use of peer benchmarking, and the fact that much of our operations are highly regulated. in november, 2009, the board established the position of lead director to replace the position of presiding director. the board selected m. douglas ivester as lead director. the role of lead director is intended to expand the role played by the presiding director and the independence of the board. the responsibilities and duties of the lead director include (i) presiding at meetings of the board in the absence of the  cotb , including the executive sessions of the non-management members of the board; (ii) serving as a liaison between the non-management directors and the  cotb ; (iii) advising the  cotb  as to an appropriate schedule of board meetings and on the agenda and meeting schedules for meetings of the board and its committees; and (iv) calling meetings of the non-employee directors and developing the agendas for and serving as  cotb  of the executive sessions of the board's non-employee directors. a more complete description of this role is included in our corporate governance principles, which we provide on our website under the tabs about suntrust and corporate governance. the lead director is appointed by a majority vote of the non-management directors for a one-year term, subject to renewal for a maximum of two additional twelve-month periods and shall serve until the expiration of the term or until such lead director's earlier resignation or retirement from the board. in addition, the board has created several standing and ad hoc committees. these committees allow regular monitoring and deeper analysis of various matters. the committee structure also allows committees to be comprised exclusively of independent directors to address certain matters. the membership of the committees is reviewed from time to time. specific committee assignments are proposed by the governance & nominating committee in consultation with the chair of each committee and with the consent of the member, and then submitted to the full board for approval.",1
580,751652,2011,"upon the recommendation of the governance/nomination committee, the board of directors determined after the spinoff that the appropriate leadership structure is a separate ceo and  cotb . the board believes that while there is no single model that is the most effective in all circumstances, shareholders interests are best served by allowing the board to retain flexibility to determine the optimal organizational company structure at a given time, including whether the  cotb  role should be held by a non-executive chair or by the ceo who serves on the board. the board members possess considerable experience and unique knowledge of the challenges and opportunities the company faces, and are in the best position to evaluate its needs and how to best organize the capabilities of the directors and management to meet those needs. the board believes that by retaining mr. rattie as the non-executive chair, his prior knowledge of the company's operations and experience as ceo can be used to mentor mr. jibson as the new ceo and provide the board with leadership in setting its agenda and properly focusing discussions following the spinoff. in his separate role as  cotb , mr. rattie defers to mr. jibson as ceo to ensure that the company presents its message and strategy to shareholders, employees, customers and other constituents with a unified, single voice. as non-executive  cotb , mr. rattie plays an important role in the board's governance structure. he chairs executive sessions of the board. he also works with the independent directors in periodic reviews of ceo performance and serves as liaison between the independent directors and the ceo on issues that arise during executive sessions. as noted below under director compensation, mr. rattie continues to play a critical role as non-executive  cotb  during the post-spinoff transition phase.",0
581,752714,2010,"the board of directors believes that the election of the nominated directors and the ratification of the appointment of grant thornton llp are in the best interests of the company and its shareholders and, accordingly, recommends a vote for the approval of each of these proposals. our board is currently comprised of five independent directors and one management director. our corporate governance guidelines state the board should remain free to decide whether the  cotb  and ceo positions should be held by the same person. this allows the board to determine the best arrangement for the company and its shareholders, given changing circumstances of the company and the composition of the board. currently the positions are separated. mr. zech, our non-executive  cotb , has extensive knowledge and experience in a similarly complex industry from his 28 years with gatx, has a significant understanding of the company based on his 20 years on the board, and has a solid relationship with the other directors and management. mr. kakures, our  ceo , is a seasoned leader with over 28 years of management and operational experience in the company, clearly understands and drives its strategic growth, and interacts well with mr. zech and the other directors. we believe our current leadership structure is optimal at this time. ",0
582,753308,2011,"nextera energy's ceo serves as  cotb  of the company's board, and the board also has an independent lead director. as approved by the independent directors, the lead director position rotates biennially, except as unusual circumstances may otherwise warrant and generally on a calendar year basis, among the non-management chairs of the audit, compensation, finance & investment and governance & nominating committees, in alphabetical committee order, except that no member of the board will serve as lead director for more than one biennial term on a consecutive basis. since january 1, 2010, j. hyatt brown has served as lead director. the lead director has the following duties and authorities: to act, on a non-exclusive basis, as liaison between the independent directors and the  cotb ; to approve the board agenda and information sent to the board; to preside at board meetings in the absence of the  cotb  and to chair executive sessions of the non-management directors; to approve meeting schedules to assure that there is sufficient time for discussion of all agenda items; to call executive sessions of the independent directors; if requested by major shareholders, to be available, when appropriate, for consultation and direct communication consistent with the company's policies regarding communications with shareholders; to communicate board member feedback to the  ceo ; and to have such other duties as may from time to time be assigned by the board. executive sessions of the independent directors are provided for in the agenda for each regularly-scheduled board meeting and each regularly-scheduled committee meeting (other than quarterly earnings review meetings of the audit committee). as noted above, the lead director chairs the board executive sessions, and thereafter meets with the ceo to provide feedback. committee executive sessions are chaired by the committee chairs, all of whom are independent directors (with the exception of the executive committee, which is chaired by the  cotb  and meets only on an as-needed basis). the board believes that having an independent lead director, regular board and committee executive sessions, a substantial majority of independent directors and the corporate governance structures and processes described in this proxy statement allow the board to maintain effective oversight of management. as set forth in the corporate governance principles & guidelines, the board believes that the decision as to who should serve as  cotb  and as  ceo , and whether the offices should be combined or separate, is properly the responsibility of the board, to be exercised from time to time in appropriate consideration of the company's then-existing characteristics or circumstances. in view of the company's operating record, including its role as a national leader in renewable energy generation, and the operational and financial opportunities and challenges faced by the company, the board's judgment is that the functioning of the board is currently best served by maintaining its existing structure of having one individual serve as both  cotb  and  ceo . the board believes that having a single person acting in the capacities of  cotb  and ceo promotes unified leadership and direction for the board and executive management and allows for a single, clear focus for the chain of command to execute the company's strategic initiatives and business plans and to address its challenges. however, depending on the circumstances, such as during a transition from one ceo to another, the board believes that it may be appropriate for the role of the ceo and the  cotb  to be separated. ",1
583,759718,2013,"the company has chosen to separate the principal executive officer and board  cotb  positions as a matter of good corporate governance and to efficiently utilize the skills and time of the individuals who currently serve in these positions. our ceo is responsible for the day to day leadership and performance of the company, whereas our  cotb  provides the strategic direction for the company and presides over meetings of the full board.",0
584,760498,2010,"as of the date of this proxy statement, our board has 19 directors and the following four standing committees: (1) executive committee, (2) audit committee, (3) compensation committee, and (4) independent directors committee. bancfirst, our principal operating subsidiary and the largest state-chartered bank in oklahoma ( bancfirst or the bank ), has standing an administrative committee, which also reports to our board. the committee membership and meetings during the last fiscal year and the function of each of the standing committees are described below. during fiscal 2009, the board held 12 meetings. each current director with the exception of john c. hugon attended at least 75% of all board and applicable standing committee meetings. directors are encouraged to attend annual meetings of the company's shareholders. all then-current directors with the exception of dr. donald b. halverstadt attended the last annual meeting of shareholders.",0
585,763532,2011,"the board of directors currently combines the role of  cotb  and  ceo . the board believes that this structure is currently an appropriate leadership model for the company's size and the history and nature of its business operations. the  cotb , as the founder and a long-standing leader of the company, is intimately familiar with the company's business and in the best position to identify and evaluate strategic issues facing the company and to implement the company's overall business plan. as described above, the board of directors is comprised of only six directors, a majority of whom are non-employee directors who meet nasdaq guidelines for independence and who meet periodically in executive session, factors which help ensure independent oversight of the company. consequently, the board has not otherwise identified or designated a lead director. the board of directors recognizes that no single leadership model is right for all companies at all times, and for this reason, the nominating and corporate governance committee, working closely with the full board, periodically considers the company's current leadership structure, as well as alternative structures, in its review of overall board composition and succession planning. the board has determined that the company's leadership structure is appropriate given the scope of its business, the nature and allocation of the responsibilities of our ceo and our other neos and the views of the company's shareholders as evidenced by the voting results of recent director elections.",1
586,763744,2013,"the board is elected annually by the company's stockholders, and each director is nominated for election every year. the company does not have cumulative voting. the board currently consists of two directors who are employed by the company, fredric m. zinn and jason d. lippert; one director, leigh j. abrams, who served as ceo from 1984 to december 2008 and who currently serves as  cotb ; and six independent directors, none of whom is, or has been, employed by the company. mr. lippert will succeed mr. zinn as ceo of the company effective may 10, 2013. mr. zinn is not standing for re-election as a director. the independent directors are james f. gero, edward w. rose, iii, frederick b. hegi, jr., david a. reed, john b. lowe, jr., and brendan j. deely. neither messrs. gero, rose, hegi, reed, lowe, nor deely, nor any members of their immediate families, have any transactions or relationships with the company or its subsidiaries. accordingly, the board has determined that each of these six directors meets the independence standards of the nyse.the company has continuously maintained separate positions for  cotb  and for ceo in order to provide an independent and unbiased level of review and oversight of senior management. leigh j. abrams serves as  cotb , fredric m. zinn is  ceo , and jason d. lippert will become ceo on may 10, 2013. ",0
587,764065,2011,"the chairman of our board is joseph a. carrabba, who is also our ceo and president. pursuant to our corporate governance guidelines, when the positions of chairman and ceo are held by one individual, then the chairman of our compensation and organization committee is designated as our lead director. accordingly, francis r. mcallister, the chairman of our compensation and organization committee, serves as our lead director. the board has determined that this leadership structure is appropriate for our company. under this leadership structure, mr. carrabba is responsible for overseeing and facilitating communications between our management and the board, for setting the meeting schedules and agendas, and leading board discussions during board meetings. in his combined role, mr. carrabba has the benefit of cliffs personnel to help with extensive meeting preparation, responsibility for the process of recordkeeping of all board deliberations, and the benefit of direct daily contact with management and internal audit departments. the chairman works closely with the lead director in setting meeting agendas and in ensuring that essential information is effectively communicated to the board. this leadership structure provides our chairman with the readily available resources to manage the affairs of the board while allowing our lead director to provide effective and timely advice and guidance. ",1
588,764065,2012,"the chairman of our board is joseph a. carrabba, who is also our ceo and president. pursuant to our corporate governance guidelines, when the positions of chairman and ceo are held by one individual, then the board designates our lead director. francis r. mcallister currently serves as our lead director. the board has determined that this leadership structure is appropriate for our company. under this leadership structure, mr. carrabba is responsible for overseeing and facilitating communications between our management and the board, for setting the meeting schedules and agendas, and leading board discussions during board meetings. in his combined role, mr. carrabba has the benefit of cliffs personnel to help with extensive meeting preparation, responsibility for the process of recordkeeping of all board deliberations, and the benefit of direct daily contact with management and internal audit departments. the chairman works closely with the lead director in setting meeting agendas and in ensuring that essential information is effectively communicated to the board. this leadership structure provides our chairman with the readily available resources to manage the affairs of the board while allowing our lead director to provide effective and timely advice and guidance. ",1
589,764402,2010,"the board of directors appointed the company's ceo as  cotb  because he is the director most familiar with the company's business and industry, and as a result is best suited to effectively identify strategic priorities and lead the discussion and execution of strategy. the board of directors believes that the combined position of  cotb  and ceo promotes a unified direction and leadership for the board of directors and gives a single, clear focus for the chain of command for our organization, strategy and business plans. the board of directors believes that the company's current leadership structure with the combined  cotb / ceo  leadership role and a strong lead director enhances the  cotb / ceo 's ability to provide insight and direction on important strategic initiatives to both management and the independent directors and, at the same time, ensures that the appropriate level of independent oversight is applied to all board decisions.",1
590,764478,2010,"we separate the roles of ceo and chairman of the board in recognition of the differences between the two roles. our ceo is responsible for setting our strategic priorities, in collaboration with the board, and focuses on the development and execution of our strategies. he is also responsible for our ongoing leadership and performance. the chairman of the board provides guidance to the ceo, and sets the agenda for board meetings and presides over meetings of the full board. he focuses on board oversight responsibilities, strategic planning and mentoring company officers. our chairman also periodically represents our company at public functions and actively engages with our employees at designated company functions. our board has implemented the position of lead independent director to preside at all executive sessions of independent directors, as defined under the rules of the nyse. the nominating committee nominates an independent director to serve as the lead independent director, the selection of whom is subject to ratification by the vote of a majority of the independent directors of the board. in addition to presiding over executive sessions of the independent directors, the lead independent director is responsible for calling meetings of the independent directors as appropriate, serving as a stakeholder liaison on behalf of the independent directors and performing such other duties as may be requested from time to time by the board, the independent directors, the ceo or the chairman of the board. ",0
591,764478,2011,"we separate the roles of ceo and chairman of the board in recognition of the differences between the two roles. our ceo is responsible for setting our strategic priorities, in collaboration with the board, and focuses on the development and execution of our strategies. he is also responsible for our ongoing leadership and performance. the chairman of the board provides guidance to the ceo, and sets the agenda for and presides over meetings of the full board. he focuses on board oversight responsibilities, strategic planning and mentoring company officers. our chairman also periodically represents our company at public functions and actively engages with our employees at designated company functions. our board has established the position of lead independent director to preside at all executive sessions of independent directors, as defined under the rules of the nyse. the nominating, corporate governance and public policy committee (""nominating committee"") nominates an independent director to serve as the lead independent director, the selection of whom is subject to ratification by the vote of a majority of the independent directors of the board. in addition to presiding over executive sessions of the independent directors, the lead independent director is responsible for calling meetings of the independent directors as appropriate, serving as a stakeholder liaison on behalf of the independent directors and performing such other duties as may be requested from time to time by the board, the independent directors, the ceo or the chairman of the board. ",0
592,764478,2014,"our board is committed to having a sound governance structure that promotes the best interests of our shareholders. to that end, our board has evaluated and actively continues to examine emerging corporate governance trends and best practices. shareholder perspectives play an important role in that process. some key points regarding our board's governance structure and practices are as follows: consistent with its commitment to strong corporate governance principles, the board is in the process of implementing a declassified board structure. in 2013, shareholders approved management's proposal to amend our amended and restated by-laws to provide that each director shall be elected for a one-year term beginning with the directors standing for election at the 2014 meeting. the implementation will be completed at our 2015 regular meeting of shareholders when all directors will begin standing for re-election each year. our board is predominantly independent. of our eleven directors, only one, our ceo , is a best buy employee. further, the board has affirmatively determined that ten of our eleven directors are independent under sec and nyse corporate governance rules, as applicable. our board is very active and engaged. our directors attended, on average, over 95% of fiscal 2014 board and board committee meetings. we separate the roles of ceo and  cotb  in recognition of the differences between the two roles. our ceo is responsible for setting our strategic priorities, in collaboration with the board, and focuses on the development and execution of our strategies. he is also responsible for our ongoing leadership and performance. the  cotb  provides guidance to the ceo , and sets the agenda for and presides over meetings of the full board. he also focuses on board oversight responsibilities, risk management and strategic planning. in addition, our  cotb  periodically represents the company at public functions and actively engages with our employees at designated company functions. consistent with nyse rules, our corporate governance principles require a lead independent director to be named in the event our  cotb  is not independent. our board established the position of lead independent director to preside at all executive sessions of independent directors, as defined under the rules of the nyse, in situations where the  cotb  is not an independent director. in addition, any lead independent director appointed in the absence of an independent  cotb  is responsible for calling meetings of the independent directors as appropriate, serving as a stakeholder liaison on behalf of the independent directors and performing such other duties as may be requested from time to time by the board, the independent directors, the ceo or the  cotb . currently, our independent  cotb  is presiding over executive sessions of the independent directors and fulfilling the other functions that the lead independent director would otherwise fulfill.",0
593,764622,2010,"lead director. ms. munro serves as the company's lead director and chairs the cg committee. the lead director performs the following functions: serves as a liaison between the chairman of the board (the ""chairman"") and the independent directors; advises the chairman as to an appropriate schedule of board meetings, reviews and provides the chairman with input regarding agendas for the board meetings and, as appropriate or as requested, reviews and provides the chairman with input regarding information sent to the board; presides at all meetings at which the chairman is not present, including executive sessions of the nonmanagement and the independent directors. executive sessions are scheduled as part of each board meeting. the independent directors meet in executive session at least once a year; calls meetings of the non- management and the independent directors when necessary and appropriate; oversees the board and board committee self- assessment process; is available for consultation and direct communication with the company's shareholders and other interested parties; and performs such other duties as the non- management directors may from time to time delegate. chairman and ceo positions. the chairman is donald e. brandt, the company's ceo. the board believes that combining the roles of the ceo and chairman enhances the board's ability to communicate clearly and effectively with management, and that an independent board chairman would create an additional level of hierarchy that would only duplicate the activities already being vigorously carried out by its lead director",1
594,764622,2012,"the chairman is donald e. brandt, the company's ceo. the board believes that combining the roles of the ceo and chairman enhances the board's ability to communicate clearly and effectively with management, and that an independent board chairman would create an additional level of hierarchy that would only duplicate the activities already being vigorously carried out by its lead director. ",1
595,764811,2013,"the board has adopted and recommends that the fnb shareholders approve an amendment to article iii, section 2 of the amended and restated bylaws of fnb to eliminate the classified structure of the board. a copy of article iii, section 2 of fnb's amended and restated bylaws as modified by the proposed amendment is attached as appendix a to this proxy statement. article ix section 5 of the bylaws does not allow any bylaw that was adopted or amended by the shareholders to be subsequently amended or repealed unless approved by the shareholders. the shareholders approved the bylaw provision classifying the board in 1995. thus, the shareholders must approve the repeal of this provision. the compensation and nominating committee of the board, which is composed entirely of independent directors, considered and evaluated whether fnb's classified board structure continues to be in the best interests fnb and its shareholders, taking a variety of perspectives into account. in particular, the compensation and nominating committee considered the fact that a classified board provides continuity in the oversight of a company by the board of directors and may provide takeover protection by motivating an entity seeking control of a company with a classified board of directors to initiate discussions with the board of directors (as the entity would be unable to replace the entire board of directors in a single election). the compensation and nominating committee also considered the views of corporate governance commentators that the annual election of directors would increase the board's accountability to, and align the board's interests more with, shareholders, as well as enhance fnb's corporate governance policies and procedures. based on these considerations and on the recommendation of the compensation and nominating committee, the board determined that eliminating the classified board structure would be in the best interests of fnb and its shareholders at this time, as it allows shareholders the opportunity to register their views each year on the performance of each board nominee by choosing to elect or not elect each director, and thus recommends to the shareholders that the classified board structure be eliminated. if this proposal is approved and adopted, the annual election of directors would begin at the 2014 annual meeting of shareholders. the terms of class i directors expire at the 2014 annual meeting of shareholders and the directors in classes ii and iii will be expected to tender their resignations and be reappointed by the board prior to the 2014 annual meeting of shareholders, so that all directors will be elected to a one-year term at the 2014 annual meeting of shareholders. the board has a separate  cotb , a non-executive position, and a  ceo . the board believes that, as part of our efforts to embrace and adopt good corporate governance practices, different individuals should hold the positions of  cotb  and ceo to aid in the board's oversight of management. we believe that by having a separate  cotb  and ceo , we are better able to protect shareholder interests by providing independent oversight of management. the duties of the non-executive  cotb  include: presiding over all meetings of the board; preparing the agenda for board meetings with the secretary and in consultation with the ceo and other members of the board; assigning tasks to the appropriate committees of the board; ensuring that information flows openly between senior management and the board; and presiding over all meetings of shareholders. the chair of the board, austin a. adams, also is designated by the board as the lead independent director. we believe that the board, the board committees as presently constituted and the leadership structure of the board enables the board to fulfill its role in overseeing and monitoring the management and operations of fnb and protecting the interests of fnb and its shareholders. article iii general powers . subject to the articles of incorporation, all corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation be managed under the direction of, its board of directors. number, term and qualifications . the number of directors of the corporation shall be not less than nine (9) nor more than twenty five (25), the exact number of directors within such minimum and maximum limits to be fixed and determined from time to time by resolution by a majority of the full board of directors or by resolution of the shareholders at any annual or special meeting thereof. the board of directors shall be divided into three classes, which shall be as nearly equal in number as possible. in the event of a change in the number of directors, the board of directors shall determine the class or classes to which the increased or decreased number of directors shall be apportioned; provided, however, that no decrease in the number of directors shall affect the term of any director then in office. the directors elected at the 1995 annual meeting of shareholders shall be designated as class i directors, class ii directors and class iii directors at the time of their election and shall have terms of office as follows: the term of office of class i directors shall expire at the 1996 annual meeting of shareholders, the term of office of class ii directors shall expire at the 1997 annual meeting of shareholders, and the term of office of class iii directors shall expire at the 1998 annual meeting of shareholders, with the members of each class of directors to hold office until their successors are elected and qualified. at each annual meeting of shareholders subsequent to the 1995 annual meeting of shareholders, directors elected to succeed those whose terms are expiring shall be elected for a term of office to expire at the third succeeding annual meeting of shareholders and when their respective successors are elected and qualified. directors need not be residents of the state of north carolina or shareholders of the corporation, except insofar as such requirements are imposed by national banking laws or by regulations of the federal reserve and/or the u.s. comptroller of the currency. election of directors . except as provided in section 5 of this article or in the articles of incorporation, the directors shall be elected at the annual meeting of shareholders by a plurality of the votes cast. appendix b",0
596,765207,2012,"review and approve corporate goals and objectives relevant to the compensation of the company's ceo ( ceo ), evaluate the ceo 's performance in light of those goals and objectives and determine the ceo 's compensation level based on this evaluation. the corporate goals which are developed to encourage management to not take undue or excessive risk are established jointly between the compensation committee and the ceo and are driven by the company's strategic plan and annual operating budget. in addition to the company-wide goals, the committee and the ceo jointly agree on individual performance goals for the ceo . examples of these goals, which may vary from year to year, include the company's earnings targets, loan and deposit growth objectives, risk management analysis, as well as specific individual goals such as implementing components of the approved strategic plan and leadership development. ",0
597,766421,2013,"the board of directors may reduce the number of seats on the board or it may designate a substitute nominee. if the board designates a substitute, shares represented by proxies held by the named proxies will be voted for the substitute nominee. in accordance with the delaware general corporation law and the company's certificate of incorporation and bylaws, our business affairs are managed under the direction of our board of directors. directors meet their responsibilities by, among other things, participating in meetings of the board and board committees on which they serve, discussing matters with the  cotb  and ceo and other executives, reviewing materials provided to them, and visiting our facilities. pursuant to the bylaws, the board of directors has established four standing committees, which are the audit committee, the compensation and leadership development committee, the governance and nominating committee, and the safety committee. only independent directors serve on these committees. the board has adopted a written charter for each committee. the charters of the audit, compensation and leadership development, governance and nominating, and safety committees are posted on the company's website, can be accessed free of charge at and are available in print to any stockholder who submits a written request to the company's corporate secretary. the table below shows the current members and chairs of the standing board committees. the company's board leadership generally includes a combined  cotb  and ceo role with a strong, independent lead director; however, in 2012 the board temporarily separated the roles of  cotb  and ceo in connection with the recent transition to a new ceo . in choosing generally to combine the roles of  cotb  and ceo , the board takes into consideration the highly technical nature of the airline business and the importance of deep, industry-specific knowledge and a thorough understanding of the company's business environment in setting agendas and leading the board's discussions. combining the roles also provides a clear leadership structure for the management team. because the ceo has a depth of understanding of the many complexities of the airline business, the regulatory environment, and the company's strategy -- all of which are of critical importance to the company's performance -- the board believes that he or she generally is best suited to serve as  cotb  and to preside over the majority of the board's discussions, with the exception of the regular sessions of the independent directors, which are led by the independent lead director. by creating an independent lead director role with specific authority, the board is able to ensure objective evaluation of management decisions and performance and to provide independent leadership for director and management succession planning and other governance issues. the lead director's responsibilities are (a) to preside over periodic meetings of non-management directors as described in section 2.1.3 of the company's corporate governance guidelines; (b) to lead the non-management directors annual evaluation of the ceo ; (c) to conduct interviews with incumbent directors annually, including a discussion of each individual director's self-assessment of his or her contribution prior to nomination for election; (d) to discuss any proposed changes to committee assignments with each affected director in advance of making committee membership recommendations to the board; (e) to review and provide input to board meeting agendas; and (f) such other duties as may be described in the company's corporate governance guidelines. notwithstanding the board's preference for combining the roles of  cotb  and ceo , the board may separate the ceo and chair roles from time to time at its discretion. in deciding whether to separate the roles, the board considers, among other things, the experience and capacity of the sitting ceo , the rigor of independent director oversight of financial, operational and safety regulatory issues, the current climate of openness between management and the board, and the existence of other checks and balances that help ensure independent thinking and decision-making by directors. j. kenneth thompson, chair r. marc langland, member dennis f. madsen, member sec filings sometimes incorporate information by reference. this means the company is referring you to information that has previously been filed with the sec and that this information should be considered as part of the filing you are reading. unless the company specifically states otherwise, this report shall not be deemed to be incorporated by reference and shall not constitute soliciting material or otherwise be considered filed under the securities act or the exchange act.",0
598,766704,2012,"the board is responsible for the selection of the chairman of the board and the chief executive officer. the board believes it is in the best interests of the company for the board to make a determination regarding whether to separate the roles of chairman and chief executive officer based upon the circumstances. accordingly, these roles may be filled by one individual or by two different individuals (and during the course of its history, the company has utilized each leadership model). currently, mr. chapman serves as the chairman, chief executive officer and president of the company. the board has determined that this leadership structure is appropriate for the company given the background, skills and experience of mr. chapman and the sustained growth and performance of the company under mr. chapman's leadership. the board periodically reviews and assesses the company's leadership structure in connection with its review of succession planning. during this review, mr. chapman and the board discuss future candidates for senior leadership positions, succession timing for those positions, and development plans for the highest-potential candidates. this process ensures continuity of leadership over the long term, and it forms the basis on which the company makes ongoing leadership assignments. see executive officers below for a description of the roles, background and experience of the executive officers of the company. ",1
599,766829,2013,"board structures vary greatly among u.s. public corporations, and the board does not believe that any one leadership structure is more effective at creating long-term stockholder value. the board believes that an effective leadership structure could be achieved either by combining or separating the chair and ceo positions, so long as the structure encourages the free and open dialogue of competing views and provides for strong checks and balances. the positions of  cotb  and ceo are held by w. richard roth. the board also appointed george e. moss, an independent director, as the lead independent director of the board. the board of directors believes that combining the chair and ceo positions and having a lead independent director is the appropriate leadership structure for the corporation at this time. combining the chair and ceo roles fosters clear accountability, centralization of authority, effective decision making, and alignment on corporate strategy and value creation. the board believes that mr. roth is in an optimal position to as the lead independent director, mr. moss assumes the following duties and responsibilities: (i) advise and consult with the chair regarding the information provided to directors in connection with board meetings, (ii) ensure that independent directors have adequate opportunities to meet and discuss issues in executive sessions or at separate meetings without management being present and preside at such executive sessions and meetings, (iii) serve as principal liaison between the independent directors and the chair, (iv) chair the meetings of the board when the chair is not present, and (v) respond directly to shareholders and other stakeholder questions and comments that are directed to the lead independent director or to the independent directors as a group. the board believes that this leadership structure provides strong, unified leadership of the corporation while maintaining effective and independent oversight of management. nevertheless, the board will continue to consider from time to time whether the new leadership structure should be maintained or modified. the board of directors believes that proposal no. 2 is in the best interests of the corporation and in the best interests of the shareholders and unanimously recommends a vote for this proposal. unless otherwise instructed, the proxy holders named in each proxy will vote the shares represented thereby for this proposal. the board of directors believes that proposal no. 3 is in the best interests of the corporation and in the best interests of the shareholders and unanimously recommends a vote for the approval of the january 2013 restatement of the ltip. unless otherwise instructed, the proxy holders named in each proxy will vote the shares represented thereby for this proposal.",1
600,768251,2010,"the board believes it is currently in the best interests of the stockholders to have our chief executive officer, john daane, also serve as our chairman of the board and to have a lead independent director. mr. finocchio, who was elected by the independent directors in executive session, currently serves as our lead independent director. the board believes that having our ceo serve as chairman of the board and having a lead independent director helps to foster open and timely communication between the board and management, ensures alignment between the board, management, and stockholders, and also provides significant independent oversight and direction to management. the board of directors also believes that mr. daane is in the best position to provide strategic leadership to the board based on his knowledge of the company, our industry, our competitors, and our customers. additionally, the board believes that mr. daane has established a culture of accountability and transparency at the company which helps to ensure that management is working in the best interests of stockholders. the role of the lead independent director is to assist the chairman of the board in establishing the strategic direction for board discussions and decision making and to act as a liaison between the chairman of the board and the other independent directors. in particular, the responsibilities of the lead independent director are to: lead the independent directors in discussions during executive sessions of the independent directors; discuss with the chairman of the board, the full board, and/or members of management any issues or concerns raised by the other independent directors; approve, together with the chairman of the board, the agendas for board meetings; as he or she deems appropriate, provide input regarding the content of board presentation materials to the chairman of the board and the secretary to the board; recommend to the board the retention of consultants who report directly to the full board; call special meetings of the board of directors and of the stockholders as specified in the company's by- laws; perform the duties of the chairman of the board in the chairman's absence; and perform such other duties as the board may from time to time delegate to the lead independent director",1
601,768251,2011,"the board believes it is currently in the best interests of the stockholders to have our chief executive officer, john daane, also serve as our chairman of the board and to have a lead independent director. mr. finocchio, who was elected by the independent directors in executive session, currently serves as our lead independent director. the board believes that having our ceo serve as chairman of the board and having a lead independent director helps to foster open and timely communication between the board and management, ensures alignment between the board, management, and stockholders, and also provides significant independent oversight and direction to management. the board of directors also believes that mr. daane is in the best position to provide strategic leadership to the board based on his knowledge of the company, our industry, our competitors, and our customers. additionally, the board believes that mr. daane has established a culture of accountability and transparency at the company which helps to ensure that management is working in the best interests of stockholders.",1
602,768262,2010,"board leadership structure, lead independent director and executive sessions our board has determined that sybase's current board structure that combines the CEO and cotb positions and provides for a lead independent director is the most appropriate leadership structure for sybase and its stockholders because it provides the board with both (i) company specific experience and strategic focus and (ii) independent oversight of management. the company also has other amended and restated change of control agreements, which were amended effective december 2007 primarily to conform the agreements to regulations under section 409a of the code. these agreements, which are similar to the ones noted in the paragraph above; were entered into with each of its other current executive officers. however, such agreements do not vest benefits solely upon a change of control. the benefits will be paid only if the executive's employment is terminated upon or within 18 months following a change of control. in entering into these agreements, the board of directors felt that it would be in the best interests of the stockholders to assure that during a change of control the executives were fully engaged and were not distracted by concerns regarding their employment status. our board is responsible for the selection of the cotb and the CEO . under our corporate governance guidelines, the board does not have a policy on whether or not the roles of CEO and cotb should be separate and, if they are to be separate, whether the cotb should be selected from the non-employee directors or be an employee. our corporate governance guidelines provide for the board designation of a lead independent director from time to time. the lead independent director is responsible for calling all special meetings of the independent directors, chairing all meetings of the independent directors, and performing such other responsibilities as designated by a majority of the independent directors from time to time. mr. wayman is the current lead independent director and has served in such capacity since may 1998. our board has determined that sybase's current board structure that combines the CEO and cotb positions and provides for a lead independent director is the most appropriate leadership structure for sybase and its stockholders because it provides the board with both (i) company specific experience and strategic focus and (ii) independent oversight of management. as part of our regular board meetings, our independent directors meet in executive sessions separate from company management and directors who are also employees of the company.",0
603,768899,2013,"the company has divided its leadership among three directors: steven c. cooper serves as ceo joseph p. sambataro, jr. serves as the  cotb  william w. steele serves as lead independent director although the company's guidelines do not preclude one person from serving as both the  cotb  and the  ceo , the board has appointed different people to fulfill these roles for over ten years and believes that it is in the best interest of the shareholders and an efficient allocation of the time and responsibilities for company leadership. mr. steele was appointed as the lead independent director in 2008. the lead independent director presides at meetings of the board and the shareholders in the absence of the  cotb  and specifically during all executive sessions of the independent directors except where he has a conflict or elects to delegate such responsibility to another independent director. in addition, the lead independent director is responsible for: maintaining effective communication between the independent directors, the  cotb , and the ceo including the right to direct the distribution of information to the independent directors and the calling of special meetings of committees and, if not a member of the committee, participating on a non-voting basis in any such committee meetings; representing the independent directors in meetings and discussions with institutional or other major shareholders or reviewing and approving agendas for and the scheduling of board, committee, and shareholder meetings; and generally representing the board during emergency situations and whenever such representation, in his reasonable judgment, requires or will benefit from participation by the lead independent director. the  cotb  generally presides at and, with consultation and input from the ceo and all other directors, proposes the agendas for meetings of the board and the shareholders except in the case of executive sessions of independent directors or where the  cotb  has a conflict or elects to delegate such responsibility to another director. the  cotb  also meets or confers with the ceo on a regular basis and is responsible for maintaining effective communication between the board and the  ceo . the  cotb  and the lead independent director may participate on a non-voting basis in all committees of the board subject to each committee's right to exclude such participation for other good governance purposes.",0
604,769397,2012,"our corporate governance principles provide that the board of directors shall fill the chairman of the board of directors and chief executive officer positions after consideration of a number of factors, including current size of our business, composition of the board of directors, current candidates for such positions, our succession planning goals and the like. we currently separate the positions of chief executive officer and non-executive chairman of the board of directors. since march 2009, mr. beveridge, one of our independent directors who previously served as our lead director, has served as our non-executive chairman of the board of directors. our corporate governance principles also provide that in the event that the chairman of the board of directors is not an independent director, the board of directors should elect a lead independent director. the responsibilities of the chairman of the board of directors or the lead independent director include: setting the agenda for each meeting of the board of directors, in consultation with the chief executive officer; presiding at executive sessions; and facilitating communication with the board of directors, executive officers and stockholders. separating the positions of chief executive officer and chairman of the board of directors allows our chief executive officer to focus on our day-to-day business, while allowing the chairman of the board of directors to lead the board of directors in its fundamental role of providing independent advice to and oversight of management. the board of directors believes that having an independent director serve as chairman of the board of directors is the appropriate leadership structure for the company at this time and demonstrates our commitment to good corporate governance. ",0
605,769520,2010,"board leadership structure the business of the company is managed under the direction of the board, in the interest of the stockholders. the board delegates its authority to management for managing the day to day activities of the company. the board requires that management review major actions and initiatives with the board prior to implementation. the company believes the positions of  COTB  and CEO should currently be held by the same person. the company has adopted a counterbalancing governance structure, including: a designated lead independent director; a board entirely composed of independent members, with the exception of mr. bassoul, the company's ceo; committees comprised entirely of independent directors; and established governance and ethics guidelines. executive sessions of the independent directors are held in conjunction with regularly scheduled meetings of the board and as otherwise deemed necessary. until his death in october 2009, mr. yohe served as lead independent director of the board. mr. o'brien was formally designated by the board as its lead independent director in march 2010. the lead independent director acts as an intermediary between the board and senior management. among other things, the lead independent director is responsible for setting the agenda for board meetings with board and management input, facilitating communication among directors and between the board and the ceo, working with the CEO to provide an appropriate information flow to the board, and serving as cotb of the executive sessions of the independent directors at each formal board meeting. ",0
606,771266,2010,"our board leadership structure is commonly utilized by other public companies in the united states, and we believe that it is effective for the company. this leadership structure is appropriate for our company given the size and scope of our business, the experience and active involvement of our independent directors, and our corporate governance practices, which include regular communication with and interaction between and among the ceo and the chief financial officer and the independent directors. pursuant to our bylaws, our board selects the  cotb  and the ceo that it determines to be in the best interest of the company's shareholders. of the seven members of our board, six are independent from management. we believe that having a combined  cotb  and ceo and independent chairs for each of our board committees provides the best form of leadership for our company. we have a single leader for our company with oversight of company operations by experienced independent directors who have appointed three independent committee chairs. we believe that our directors provide effective oversight of risk management functions. annually the company performs a risk review wherein the management team evaluates the risks facing the company in the upcoming year and over a longer term horizon, typically three years. from this risk assessment plans are developed to deal with the risks identified. this risk assessment is provided to the board of directors and their input is reflected in the annual risk assessment. in addition members of the company's management periodically present to the board the strategies, issues and plans for the product lines they manage. the compensation committee also reviews the company's incentive plans to determine if they result in management behavior which may result in additional risk beyond the plans intended purpose. while the board oversees the company's risk management, company management is responsible for day-to-day risk management processes. additionally, the board requires that management raise exceptional issues to the board. we believe this division of responsibilities is the most effective approach for addressing the risks facing our company and that the board leadership structure supports this approach. ",1
607,772897,2012,"all of the nominees named below are current directors of our company. richard j. penn's appointment to the board of directors was effective in october 2012 in conjunction with his appointment as president and  ceo . william t. monahan is also a current director of our company but is not standing for re-election at the annual meeting. each nominee has indicated a willingness to serve as a director for the ensuing year, but in case any nominee is not a candidate at the meeting for any reason, the proxies named in our form of proxy may vote for a substitute nominee in their discretion or our board of directors may recommend that the number of directors to be elected be reduced. the following table sets forth certain information regarding each director nominee: our company does not have a written policy with respect to separation of the roles of ceo and  cotb , because our board of directors believes it is in the best interests of our company to make that determination based on the circumstances. our ceo does not currently serve as  cotb . in addition to other customary duties as  cotb , mr. fortun consults regularly with our ceo regarding the strategic direction of the company and provides input on the schedules and agendas for meetings of our board of directors. because mr. fortun is not an independent director, our independent directors have selected mr. huffer from among themselves to serve as lead director. as lead director, mr. huffer (i) presides as chair of meetings of our board of directors when the  cotb  is absent, (ii) organizes, convenes and presides over executive sessions of the independent directors, (iii) serves as the principal liaison between the independent directors and the  cotb  and  ceo , (iv) consults with the  cotb  in establishing schedules and agendas for meetings of our board of directors, and (v) serves in such other capacities with such other duties as the independent directors may determine from time to time. our company's current leadership structure recognizes the day-to-day management role of the  ceo , the depth of company and industry experience of our current  cotb , and the benefits of having a leader among independent directors to facilitate communication among our independent directors and the  cotb  and  ceo . our board of directors has determined that this leadership structure is appropriate given the specific characteristics and circumstances of our company because it strengthens the board of directors role in fulfilling its risk oversight and general oversight responsibilities and its fiduciary duties to our company's shareholders. wayne m. fortun martha goldberg aronson russell huffer william t. monahan frank p. russomanno philip e. soran thomas r. verhage david p. radloff richard j. penn r. scott schaefer connie l. pautz executive officers and directors as a group (12 persons)",0
608,773840,2010,"the board of directors believes that mr. cote's service as both chairman of the board and ceo is in the best interest of the company and its shareowners. mr. cote possesses detailed and indepth knowledge of the issues, opportunities and challenges facing the company and its businesses and is thus best positioned to develop agendas that ensure that the board's time and attention are focused on the most critical matters. his combined role enables decisive leadership, ensures clear accountability, and enhances the company's ability to communicate its message and strategy clearly and consistently to the company's shareowners, employees, customers and suppliers, particularly during times of turbulent economic and industry conditions. this has been beneficial in driving a unified ""one honeywell"" approach to core operating processes across a global, multi- industry organization of approximately 122,000 employees.each of the directors other than mr. cote is independent and the board believes that the independent directors provide effective oversight of management. moreover, in addition to feedback provided during the course of board meetings, the independent directors have regular executive sessions. directors serve as the chairperson, or presiding director, for these executive sessions on a rotating basis (meeting- by- meeting) in accordance with years of service on the board. the company believes that this approach effectively encourages full engagement of all directors in executive sessions, while avoiding unnecessary hierarchy. following an executive session of independent directors, the presiding director acts as a liaison between the independent directors and the chairman regarding any specific feedback or issues, provides the chairman with input regarding agenda items for board and committee meetings, and coordinates with the chairman regarding information to be provided to the independent directors in performing their duties. the board believes that this approach appropriately and effectively complements the combined ceo/chairman structure. although the company believes that the combination of the chairman and ceo roles is appropriate in the current circumstances, honeywell's corporate governance guidelines do not establish this approach as a policy, but as a matter that is part of succession planning for the chief executive officer position",1
609,773910,2010,"the company's board structure is currently designed to ensure open communication between the board and executive management and to provide consistent and effective leadership of both the board and executive management. as part of this approach, our chief executive officer (ceo) also serves as chairman of the board (chairman), and works in concert with the rest of our majority- independent board and the independent lead director to oversee the execution of the company's strategy. our by- laws and corporate governance guidelines currently permit the roles of chairman and ceo to be separate, and the company has at various points in its history maintained separate chairman and ceo positions. such an approach can be useful when transitioning a new ceo into the combined chairman and ceo role, and can also potentially provide a backstop to ensure that the talent is available to fill the ceo role should a senior management succession failure occur. at this time, we believe that a combined chairman and ceo role is currently the most desirable approach for promoting long- term shareholder value for several reasons: promotes unified approach on corporate strategy development and execution - maintaining a combined role enables the company's ceo to act as a bridge between management and the board, helping both to act with a common purpose. this also fosters consensus- building and can help prevent divergent views on strategy and tactical execution of a board- approved vision and strategy at the top levels within the company; requires that ceo recognize importance of good corporate governance - maintaining a combined position requires that the ceo's responsibilities include a mastery of good corporate governance, a focus on broad stakeholder interests, and an open channel of communication, all of which enhance the ceo's credibility with the board and require the ceo to appreciate the vital importance of good governance practices in executing the company's strategy; provides clear lines of accountability - a combined position has the practical effect of simplifying the accountability of the executive management team, therefore reducing potential confusion and fractured leadership that could result from reporting to two individuals as opposed to one; and provides clear roadmap for shareholder/stakeholder communications - a combined position provides the company's stakeholders the opportunity to deal with one versus several points of overall authority, which we believe results in more efficient and effective communications with stakeholders. while we recognize that there may be compelling arguments to having an independent  cotb  under any circumstance, our independent lead director's duties are already closely aligned with the role of an independent, non- executive  cotb . as lead director, mr. gordon's role is to assist the chairman and the remainder of the board in assuring effective corporate governance in managing the affairs of the board and the company. mr. gordon works with our chairman to approve all meeting agendas, and presides at executive sessions of the non- employee directors, which are held in conjunction with each regularly scheduled quarterly meeting of the board and at any other meetings as requested by the directors. mr. gordon is also a member of the board's executive committee, providing additional representation for the independent directors in any actions considered by the executive committee between board meetings.",1
610,773910,2013,"on february 19, 2013, the company announced that mr. walker was elected  cotb , effective at the end of the company's annual meeting. mr. walker, as the company's ceo , will work in concert with the rest of our majority-independent board and the independent lead director, mr. gordon, to oversee the execution of the company's strategy. the board believes that this structure ensures open communication between the board and executive management and promotes consistent and effective leadership of both the board and executive management. given mr. walker's successful leadership transition during 2012, the board believes that a combined  cotb  and ceo role is currently the best approach to promote long-term stockholder value for several reasons: currently mr. hackett, our former ceo , serves as executive  cotb . as previously announced, mr. hackett will serve as executive  cotb  through the company's annual meeting and will retire from the company in june 2013. the board believes that the temporary separation of the positions of  cotb  and ceo was an important part of the succession transition process and that the company benefitted from mr. hackett's experience and expertise in the energy industry while expanding mr. walker's role in creating and implementing the company's strategic vision for the future through his leadership as ceo . ",1
611,775368,2010,"currently the positions of  cotb , and president and  ceo , are separate. it is the policy of the board that the  cotb  should not be an alleghany officer. the current  cotb , mr. john j. burns, jr., is a former president and ceo of alleghany and is not an independent director as determined by the board. when mr. burns was elected  cotb  effective january 1, 2007, the board considered it to be a transitional arrangement. the board intends to consider, during 2010, the election of an independent director as  cotb . pursuant to the corporate governance guidelines of alleghany, or the corporate governance guidelines, the duties of the  cotb  include providing leadership to the board in managing the business of the board and ensuring that there is an effective structure for the operations of the board and its committees. the board believes that its leadership structure is appropriate given the historical development of the composition of the board and management and the corporate governance guidelines, alleghany's long-term principal stockholders and the significant tenure of a majority of its members.",0
612,776867,2010,"mr. barrette serves as  cotb  and as ceo of the company. the board believes that the most effective leadership structure for the company at the present time is for mr. barrette to serve in both roles. as ceo , mr. barrette is effective at overseeing the complex, decentralized operations of the company. by virtue of his broad knowledge of the insurance industry and of his long experience and track record with the company, the board believes mr. barrette is best suited to preside over the board and set its agendas. the board is composed of directors that, together, are knowledgeable and experienced in all aspects of the company's business, and the board is satisfied that the current structure provides strong oversight of the company's affairs. the board believes that mr. barrette remains the best person to serve as  cotb  and ceo of the company and desires to continue to secure his services for a substantial period of time. in addition, the board believes the revised terms of the options properly incentivize mr. barrette to grow value for owners without taking excessive risks.",1
613,776901,2010,"the board has, since 2003, named as its chair a director who is not also the ceo of the company or rockland trust and believes that such a leadership structure is appropriate to segregate the board's oversight role from management of the company and rockland trust. the board provides oversight of the ceo and other management of the company and rockland trust to insure that the long-term interests of shareholders are being served through twelve regularly scheduled meetings a year, and additional meetings when necessary or advisable, at which reports on the management and performance of the company and rockland trust, including reports regarding liquidity, interest rate risk, credit quality, loan loss provision, regulatory compliance, and other risks are reviewed. the board has also established the board committees described below which regularly meet and report back to the board on the responsibilities delegated to them. in addition to its general oversight role, the board also: selects, evaluates, and compensates the ceo and oversees ceo succession planning; reviews, monitors, and, when necessary or appropriate, approves fundamental financial and business strategies and major corporate actions; assesses major risks facing the company or rockland trust and options for their mitigation; and, maintains the integrity of financial statements and the integrity of compliance with law and ethics of the company and rockland trust.",0
614,778164,2016,"the  cotb  of our board is william l. jones, who is a non-employee director. our ceo is neil m. koehler. these individuals have served in those capacities since our inception in 2005. although we do not have a policy mandating the separation of the roles of  cotb  and  ceo , our board, under our corporate governance guidelines, reserves the right to determine the appropriate leadership structure for our board on a case-by-case basis. our board believes this separation remains appropriate as it allows our ceo to focus on the day-to-day business matters, while the  cotb  focuses on leading the board in its responsibilities of acting in the best interests of pacific ethanol and our stockholders. under our corporate governance guidelines, our board will appoint a lead independent director, nominated by our independent directors, whenever the offices of  cotb  and ceo are held by the same individual, and at other times if requested by our independent directors. the  cotb  is responsible for managing the business of the board, including setting the board agenda (with board and management input), facilitating communication among directors, presiding at meetings of the board and stockholders, sitting as chair at executive sessions at each regularly scheduled board meeting, and providing support and counsel to the  ceo . our lead independent director, if separately appointed, is responsible for coordinating the activities of the independent directors and performing such other duties as the board may determine. we believe that this board leadership structure is appropriate in maximizing the effectiveness of our board oversight and in providing perspective to our business that is independent from management. the board has determined that all of its directors are independent under these standards, except for neil m. koehler, who serves as our ceo and president, and michael d. kandris, who serves as our chief operating officer. messrs. koehler and kandris are deemed not to be independent due to their employment relationships with pacific ethanol, inc.",0
615,778946,2012,"alan b. levan has served as the company's  cotb  since may 2002. john m. maloney, jr. has served as the company's ceo since january 2007. the board believes that the advisability of having a separate or combined  cotb  and ceo positions is dependent upon the strengths of the individuals that hold these positions and the most effective means of leveraging their strengths. at this time, given the composition of the board and the effective interaction between mr. levan, as  cotb , and mr. maloney, as  ceo , the board believes that separating the  cotb  and ceo positions provides the company with the appropriate foundation to pursue its strategic and operational objectives, while maintaining effective oversight and objective evaluation of the company's performance. 1. election of eight directors, each for a term expiring at the company's 2013 annual meeting of shareholders.",0
616,783324,2013,"michael b. richings is the  cotb  and is not considered under securities laws to be an independent director. all of the members of the corporate governance and nominating committee, which meets regularly without management present are independent directors. in addition, the audit committee and compensation committee are comprised entirely of independent directors within the meaning of rule 10a-3 of the exchange act and section 803a of the nyse mkt company guide. w. durand eppler, a non-management director who is 'independent' within the meaning of section 803a of the nyse mkt company guide, is the  cotb  of the health, safety, environmental and social responsibility committee. the board has reviewed the corporation's current board leadership structure in light of the composition of the board, the corporation's size, the nature of the corporation's business, the regulatory framework under which the corporation operates, the corporation's share base, the corporation's peer group and other relevant factors, and has determined that having a non-executive  cotb  with the valuable experience and knowledge of the corporation that mr. richings possesses is currently the most appropriate leadership structure for the corporation. the board of directors believes that adequate structures and processes are in place to facilitate the functioning of the board of directors independently of the corporation's management. a majority of the board of directors are independent directors. the audit committee, the corporate governance and nominating committee and the compensation committee are entirely composed of independent directors and will be entirely composed of independent directors after the resignation of dr. adshead-bell. in addition, the board of directors has discussed the independence of mr. eppler and concluded that the corporate finance and strategy services provided by the firm in which he is a partner do not affect his ability to independently evaluate the matters of consideration before the board, nor has it affected his ability to participate in the open dialogue that is essential to the function of the board. the independent directors met together 15 times during 2012. the regularly scheduled committee meetings give the independent directors the opportunity for open and frank discussions on all matters they consider relevant, including an assessment of their own performance. in addition, the board of directors meets periodically with the corporation's auditor without management present. accordingly, the board of directors believes that there is adequate leadership of the independent directors and that it is currently unnecessary to appoint a lead independent director.",0
617,783325,2012,"yes, the office of ceo is combined with the office of chairman of the board. consistent with wec's bylaws and its corporate governance guidelines, the board retains the right to exercise its discretion in combining or separating the offices of chief executive officer and chairman of the board. given the uniqueness and complexity of the company's industry, operations and regulatory environment, the board believes that having a combined ceo and chairman is the appropriate structure for the company. this combined structure provides the company with clear leadership and a single voice in implementation of its strategy and in leading discussions at the board level.",1
618,785786,2010,"board leadership structure mr. nussbaum, our former  CEO , serves as the  COTB . the company believes that having our former CEO serve as  COTB  is an appropriate leadership structure at the current time because mr. nussbaum has extensive knowledge of the company and the ems industry, which continue to be valuable in communicating with and leading the board in his role as  COTB . the company's bylaws do not mandate, nor does the board have a policy that requires, the separation or combination of the CEO and  COTB  roles. the board may reconsider our leadership structure in the future based on the best interests of the company at that time. ",1
619,785956,2010,"the board has reviewed and discussed the leadership structure. mr. shreiber serves as both principal executive officer and  cotb . mr. shreiber is the founder of the company and has been its ceo and  cotb  since its inception. he currently beneficially owns 20% of the company's stock and may be deemed to be its controlling shareholder. it is mr. shreiber's position, which is shared by the board, that a controlling shareholder, who is active in the business, as mr. shreiber has been for over the last 42 years, should hold both roles.",1
620,786110,2010,"in accordance with our corporate governance guidelines, the board selects the ceo and the  cotb  in the manner that it determines to be in the best interests of the company. each of these positions may be held by the same person or may be held by two persons. currently, matthew k. mccauley serves as our  cotb  and  ceo . the board believes that combining the  cotb  and ceo roles fosters clear accountability, effective decision-making, and alignment on corporate strategy and provides an effective leadership model for the company. the board further believes that mr. mccauley, in the combined role of  cotb  and  ceo , provides the best form of leadership for the company and the board. the corporate governance guidelines provide that when the  cotb  is a member of management, independent members of the board may select a lead independent director. the board encourages strong communication among all of our independent directors and with the  cotb . the relatively small size and composition of our board fosters informal communication and collegiality. the board believes that it is currently best served without designating a lead independent director. the board believes that the current structure is appropriate to effectively manage the affairs of the company and is in the best interests of the company's stockholders. ",1
621,788784,2011,"under our by-laws, our senior leadership may include a chairman of the board, a president and a ceo, which positions may be held by one person or may be divided between two different people. as provided in its charter, the corporate governance committee has the responsibility to assess the structure of the board and periodically evaluate the board's governance practices as well as the corporate governance principles. building on the advice of the corporate governance committee, the board applies its experience and knowledge of our business to establish what it believes to be the most effective form of organization. in doing so, it utilizes its understanding of the challenges and opportunities faced by us and its evaluation of the individuals who are involved. based on that analysis and evaluation, the board has determined that, at the present time and given our present officers and personnel, it is in the best interests of the company and stockholders for a single individual to hold all three positions of chairman of the board, president and ceo. ralph izzo currently holds these positions. as such, he has plenary powers of supervision and direction of our business and affairs and he also presides at all meetings of the board and of stockholders. the board believes that mr. izzo possesses the attributes of experience, judgment, vision, managerial skill and overall leadership ability essential for our continued success. in addition to the chairman, president and ceo, our leadership structure is designed to rely on the contributions of our lead director. the lead director provides the independent directors with a key means for collaboration and communication regarding board agendas and the information directors receive from management. the lead director coordinates with chairs of our various board committees in setting agendas for committee meetings. richard j. swift currently serves as lead director. in that capacity he complements the talents and contributions of mr. izzo and promotes confidence in our governance structure by providing additional checks and balances as a counter to the perspective of management. as provided in our corporate governance principles, the board, in february 2010, established the position of lead director, to replace the prior position of presiding director. the lead director has the following duties and responsibilities: presides at all meetings of the board at which the chairman of the board is not present, including executive sessions of the independent directors; serves as principal liaison on board-wide issues between the chairman of the board and the independent directors; calls meeting of the independent directors, as may be necessary or desirable; consults with the chairman of the board on board agendas; advises the chairman of the board on the quality and timeliness of information; serves on the executive committee; and receives from the corporate secretary communications to, or for consideration by, the non-management directors. the lead director is an independent director designated annually by the non-management directors with the expectation that he or she will typically serve in that capacity for four years. the lead director may be appointed to serve up to twelve additional months beyond the four years if approved by a majority of the non-management independent directors. richard j. swift was designated our initial presiding director by the board in 2007, for a term expiring at the first meeting of directors after the 2009 annual meeting of stockholders, subsequently extended to the 2011 annual meeting of stockholders. the corporate governance committee expects to make a recommendation regarding the individual to serve as lead director at its first meeting following the 2011 annual meeting, in accordance with our policy. although it could be an option, the board does not believe that under current circumstances separating the chairman and ceo positions would promote better governance or enhance the management of pseg. the board believes that our present structure strikes a desirable balance by allowing us to benefit from the advantages of efficiency and coordination that are achieved by having a single individual serve as chairman of the board, president and ceo, as complemented by having a board comprised otherwise solely of independent directors, including a lead director, who impart fresh and differing perspectives. this structure avoids unnecessary confusion over responsibilities and accountability, as well as potential conflicts over authority. the board believes that our leadership structure has been designed with the appropriate controls to support the efficacy of this arrangement without jeopardizing the integrity of the governance process. a majority of the board must consist of independent directors in accordance with our corporate governance principles and currently mr. izzo is our only director who is not independent. as discussed below, our corporate governance principles also set forth various expectations and criteria for board membership. all directors must adhere to our standards of integrity and exercise their responsibilities in a manner consistent with our best interests and those of our stockholders and their fiduciary duties established by applicable law. ",1
622,788784,2011,"the board has determined that all of the current directors are independent under our corporate governance principles and the requirements of the nyse, except ralph izzo, the  cotb , president and ceo , who is an employee of the company. these determinations were based upon a review of the responses submitted by each director to questionnaires we provided them, relevant business records, publicly available information and applicable sec and nyse requirements. based on that analysis and evaluation, the board has determined that, at the present time and given our present officers and personnel, it is in the best interests of the company and stockholders for a single individual to hold all three positions of  cotb , president and ceo . ralph izzo currently holds these positions. as such, he has plenary powers of supervision and direction of our business and affairs and he also presides at all meetings of the board and of stockholders. the board believes that mr. izzo possesses the attributes of experience, judgment, vision, managerial skill and overall leadership ability essential for our continued success. in addition to the  cotb , president and ceo , our leadership structure is designed to rely on the contributions of our lead director. the lead director provides the independent directors with a key means for collaboration and communication regarding board agendas and the information directors receive from management. the lead director coordinates with chairs of our various board committees in setting agendas for committee meetings. richard j. swift currently serves as lead director. in that capacity he complements the talents and contributions of mr. izzo and promotes confidence in our governance structure by providing additional checks and balances as a counter to the perspective of management. although it could be an option, the board does not believe that under current circumstances separating the  cotb  and ceo positions would promote better governance or enhance the management of pseg. the board believes that our present structure strikes a desirable balance by allowing us to benefit from the advantages of efficiency and coordination that are achieved by having a single individual serve as  cotb , president and ceo , as complemented by having a board comprised otherwise solely of independent directors, including a lead director, who impart fresh and differing perspectives. this structure avoids unnecessary confusion over responsibilities and accountability, as well as potential conflicts over authority. the board believes that our leadership structure has been designed with the appropriate controls to support the efficacy of this arrangement without jeopardizing the integrity of the governance process. a majority of the board must consist of independent directors in accordance with our corporate governance principles and currently mr. izzo is our only director who is not independent. as discussed below, our corporate governance principles also set forth various expectations and criteria for board membership. all directors must adhere to our standards of integrity and exercise their responsibilities in a manner consistent with our best interests and those of our stockholders and their fiduciary duties established by applicable law. the board believes that a nominee for director should be selected on the basis of the individual's ability, diversity of background and experience and soundness of judgment, from among candidates with an attained position of leadership in their field of endeavor. as noted above, a majority of the board must consist of independent directors in accordance with our corporate governance principles and nyse requirements. mr. swift is a licensed professional engineer who brings a strong managerial background in engineering, construction and plant operations at foster wheeler ltd., where he served as  cotb , president and  ceo . the board believes that we benefit significantly from this as we are heavily engaged in similar endeavors as an integral aspect of our generation and utility businesses. mr. swift also served as  cotb  of the financial accounting standards advisory council. while ceo at foster wheeler he had ultimate responsibility for financial matters.",1
623,789019,2010,"since 2000, the roles of  cotb  and ceo have been held separately. mr. gates serves as chairman and mr. ballmer serves as chief executive officer. the board of directors does not have a policy as to whether the  cotb  should be an independent director, an affiliated director, or a member of management. when the  cotb  is an affiliated director or a member of company management, or when the independent directors determine that it is in the best interests of the company, the independent directors will annually appoint from among themselves a lead independent director. mr. gilmartin has served as lead independent director since 2004. the lead independent director coordinates the activities of the independent directors, coordinates with the chief executive officer and corporate secretary to set the agenda for board meetings, chairs executive sessions of the independent directors, and performs the other duties either specified in the corporate governance guidelines or assigned from time to time by the board. our board believes its current leadership structure is appropriate because it effectively allocates authority, responsibility, and oversight between management and the independent members of our board. it does this by giving primary responsibility for the operational leadership and strategic direction of the company to our  ceo , while enabling the lead independent director to facilitate our board's independent oversight of management, promote communication between management and our board, and support our board's consideration of key governance matters. the board believes that its programs for overseeing risk, as described under risk oversight on page 10, would be effective under a variety of leadership frameworks and therefore do not materially affect its choice of structure. see shareholder communication with directors on page 16 for information about how to communicate with the lead independent director.",0
624,789019,2011,"since 2000, the roles of  cotb  and ceo have been held separately. mr. gates serves as  cotb  and mr. ballmer serves as  ceo . the board of directors does not have a policy as to whether the  cotb  should be an independent director, an affiliated director, or a member of management. when the  cotb  is an affiliated director or a member of company management, or when the independent directors determine that it is in the best interests of the company, the independent directors will annually appoint a lead independent director. mr. hastings has served as lead independent director since december 2010. the lead independent director coordinates the activities of the independent directors, coordinates with the ceo and corporate secretary to set the agenda for board meetings, chairs executive sessions of the independent directors, and performs the other duties specified in the corporate governance guidelines or assigned from time to time by the board. our board believes its current leadership structure is appropriate because it effectively allocates authority, responsibility, and oversight between management and the independent members of our board. it does this by giving primary responsibility for the operational leadership and strategic direction of the company to our  ceo , while enabling the lead independent director to facilitate our board's independent oversight of management, promote communication between management and our board, and support our board's consideration of key governance matters. the board believes its programs for overseeing risk, as described in this part ii under risk oversight, would be effective under a variety of leadership frameworks and therefore do not materially affect its choice of structure. see shareholder communication with directors in this part ii for information about how to communicate with the lead independent director. ",0
625,789356,2010,"leadership structure the company has two principal executive officers, larry s. flax and richard l. rosenfield, each of whom serves as a co- CEO , co-president and co- COTB . while each co-ceo functions within a clearly defined role with respect to the day-to-day operations of the company, both co-ceos work closely with one another and are significantly involved in all aspects of company management so that either could succeed the other in the event such a need arose. the board has determined that combining the roles of executive  COTB  and  COTB  of the company is in the best interests of stockholders at this time. both messrs. flax and rosenfield are uniquely situated given their roles as co-executive  COTB  to guide the overall strategic direction of the company and focus the board on the risks that the company faces as well as strategic opportunities for the company. ",0
626,789460,2011,"mr. stebbins currently serves as both our ceo and  cotb , and the board believes that the current leadership structure is the best structure for the company at this time. the board believes that no one structure is suitable for all companies and that different board leadership structures may be appropriate for the company at different times. although the company's by-laws currently require that the positions of ceo and  cotb  be combined, the board has the ability to amend the by-laws to separate the two positions in the future if the board determines that such a separation would be in the best interest of the company and our shareholders. the board believes that mr. stebbins leadership and vision have been instrumental in the company's continued strong performance despite troubled economic conditions, and mr. stebbins has the confidence of the board, the company and our shareholders. as the individual with primary responsibility for managing the company's day-to-day operations, the board believes that mr. stebbins has detailed and in-depth knowledge of the issues, opportunities and challenges facing the company and its businesses and is best positioned to chair regular board meetings to discuss such matters. during mr. stebbins tenure as ceo and  cotb , the board has been able to observe that mr. stebbins has effectively served as a bridge between the board and management and has provided critical leadership for carrying out the company's strategic initiatives and confronting its challenges. the board also has the following strong governance structures and processes in place to ensure the independence of the board, eliminate conflicts of interest and prevent the dominance of the board by senior management: (i) a super-majority of non-management directors, (ii) each of the board's standing committees is comprised of and chaired solely by non-management directors, (iii) the non-management directors meet in regular executive sessions without management present to discuss the effectiveness of the company's management, the quality of the board meetings and any other issues and concerns and (iv) all board members have unrestricted access to management and outside advisors. further, in accordance with their respective charters, the compensation committee is responsible for evaluating the performance of the ceo and the other named executive officers, and the governance committee is responsible for evaluating the overall performance of the board. in addition, due to the board's continuing commitment to strong corporate governance and board independence, the board amended the corporate governance principles in february 2010 to add the position of lead independent director. the lead independent director will be elected annually by the non-management directors and will perform the following duties: (i) preside at all meetings of the board at which the  cotb  is not present, including executive sessions of the non-management directors at which the  cotb  of the governance committee is not present; (ii) serve as a liaison between the  cotb  and the non-management directors; (iii) approve information sent to the board; (iv) approve meeting agendas for the board; (v) approve meeting schedules to assure that there is sufficient time for discussion of all agenda items; (vi) have the authority to call meetings of the non-management directors; and (vii) if requested by major shareholders, ensure that s/he is available for consultations and direct communication. the non-management directors have elected mr. presby to serve as the company's first lead independent director. the board believes that having a lead independent director will benefit the company and our shareholders by providing leadership and an organizational structure for the non-management directors.",1
627,789933,2010,"through our holding company structure, we operate a diverse group of businesses spanning the following four principal industries: lift trucks, small appliances, specialty retail and mining. due to the diversity of our businesses, including in terms of their products, customers, operations, geographical scope, risks and structure, the board of directors believes that our ceo is the most appropriate person to serve as our  cotb  because he possesses in-depth knowledge of the issues, opportunities and challenges facing each of our principal businesses. because of this knowledge and insight, he is in the best position to effectively identify strategic opportunities and priorities and to lead the discussion for the execution of the company's strategies and achievement of its objectives. as  cotb , our ceo is able to: focus the board of directors on the most significant strategic goals and risks of our businesses; utilize the individual qualifications, skills and experience of the other members of the board of directors in order to maximize their contributions to the board of directors; ensure that each other member of the board of directors has sufficient knowledge and understanding of our businesses to enable him to make informed judgments; provide a seamless flow of information from our subsidiaries to the board of directors; and facilitate the flow of information between the board of directors and our management. this board leadership structure also enhances the effectiveness of the boards of directors of our subsidiaries, which have parallel structures and provide oversight at the strategic and operational business unit level. each director who serves on our board of directors is also a member of each subsidiary's board of directors, which integrates our board of directors with the boards of our subsidiaries. our ceo serves as the  cotb  of each subsidiary's board of directors, which provides a common and consistent element that enables these subsidiary boards of directors to function effectively and efficiently as well as in an independent, informed basis for exercising effective oversight, including risk oversight. the board of directors believes that the combined role of  cotb  and ceo promotes strategic development and execution at each of the subsidiaries, which is essential to effective governance. we do not assign a lead independent director but the  cotb  of our compensation committee presides at the regularly scheduled meetings of non-management directors. - 12 - the board of directors oversees our risk management. the full board of directors (as supplemented by the appropriate board committee in the case of risks that are overseen by a particular committee) regularly reviews information provided by management in order for the board of directors to oversee the risk identification, risk management and risk mitigation strategies. our board committees assist the full board of directors oversight of our material risks by focusing on risks related to the particular area of concentration of the relevant committee. for example, our compensation committee oversees risks related to our executive compensation plans and arrangements, our audit review committee oversees the financial reporting and control risks, our finance committee oversees financing and other financial risk management strategies and our nominating and corporate governance committee oversees risks associated with the independence of the board of directors and potential conflicts of interest. each committee reports on these discussions of the applicable relevant risks to the full board of directors during the committee reports portion of the board of directors meeting. the full board of directors incorporates the insight provided by these reports into its overall risk management analysis.",1
628,790070,2010,"our bylaws and corporate governance guidelines permit the roles of chairman and chief executive officer to be filled by the same or different individuals. this allows the board flexibility to determine whether the two roles should be combined or separated based upon our needs and the board's assessment of its leadership from time to time. the board and the governance committee review the structure of board and emc leadership as part of the succession planning process. the board believes that emc and its shareholders are best served at this time by having joseph m. tucci serve as our chairman and ceo, and david n. strohm, an independent director, serve as our lead director. combining the roles of chairman and ceo makes clear that we have a single leader who is directly accountable to the board and, through the board, to our shareholders. it establishes one voice who speaks for the company to customers, employees, shareholders and other stakeholders. this structure reinforces mr. tucci's overall responsibility for the company's business and strategy, under the oversight and subject to the review of the board. it strengthens the board and the board's decision- making process because mr. tucci, who has first- hand knowledge of our operations and the major issues facing emc, chairs the board meetings where the board discusses strategic and business issues. this structure also enables mr. tucci to act as the key link between the board and other members of management. finally, the combined roles facilitate an efficient board process. our corporate governance guidelines provide that if the chairman is not an independent director, then the independent directors will select a lead director. the board believes that a lead director is an integral part of our board structure and a critical aspect of effective corporate governance. mr. strohm has been our lead director since january 2006. mr. strohm brings considerable skills and experience, as described in ""election of directors,"" to the role. in addition, mr. strohm is chair of our governance committee, which affords him increased engagement with board governance and composition. our lead director has significant responsibilities, which are set forth in emc's corporate governance guidelines, and include: acting as a liaison between the independent directors and the chairman; facilitating discussions among the independent directors on key issues and concerns outside of board meetings; having the authority to call meetings of the independent directors; in collaboration with the chairman, setting an appropriate schedule of and standing agenda for board meetings, as well as preparing agendas for board meetings; in collaboration with the leadership and compensation committee, approving ceo goals, evaluating ceo performance, setting ceo compensation levels and reviewing ceo succession planning; 6 table of contents in collaboration with the governance committee, making recommendations to the board regarding committee members and chairs and overseeing the performance evaluations of the board, each of the applicable committees and the individual directors; and presiding at all meetings of the board at which the chairman is not present, including the executive sessions of the nonmanagement directors (as defined in the listing standards of the nyse) and independent directors. annually, the independent directors consider the role and designation of the lead director. a substantial majority of our board is comprised of independent directors. the active involvement of the independent directors, combined with the qualifications and significant responsibilities of our lead director, provide balance on the board and promote strong, independent oversight of emc's management and affairs.",1
629,790703,2011,"section below, and he is responsible for consolidating and expressing the views of the independent directors to the board. the board's leadership structure allows the board to benefit from the direct participation of its current ceo , while at the same time having overall board leadership vested in a  cotb  who is not a member of the current management team but who nonetheless has significant experience with the company's business and operations. the lead independent director facilitates the ability of the independent directors to provide independent and cohesive oversight and guidance. the company has separated the roles of ceo ( ceo ) and  cotb . robert m. dutkowsky is the company's ceo and a board member, and steven a. raymund is the  cotb  and the company's former long-standing ceo . the board has a lead independent director designated by the governance and nominating committee. that committee is comprised entirely of the board's independent directors. the lead independent director for fiscal 2010 was thomas i. morgan and he remains the lead independent director. ",0
630,790705,2010,"a majority of our directors meet the standards for director independence under listing standards established by the nasdaq stock market llc ( nasdaq ) and under the rules of the securities and exchange commission ( sec or the commission ). an independent director means a person other than an executive officer or employee of our company, or any other individual having a relationship that, in the opinion of the board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. to be considered independent, our board must affirmatively determine that neither the director nor an immediate family member of the director has had any direct or indirect material relationship with us within the last three years. our board considers relationships, transactions and/or arrangements with each of the directors in determining whether the director is independent. our board has affirmatively determined that each serving member of our board, other than messrs. buckly and plastina, is currently an independent director under applicable nasdaq listing standards and sec rules. mr. buckly does not meet the applicable independence standards because he served as one of our employees from april 1998 through march 2007, but will be independent in this regard at the time of the annual meeting. mr. plastina does not meet the independence standards because, since february 2006, he has been one of our executive officers. one of our current board members, martin a. kaplan, has decided not to stand for re-election, and his last day as a member of our board will be the date of the annual meeting, may 14, 2010. our board has also determined that it is appropriate for our  cotb  to be an independent director at this time. our board believes that having an independent  cotb  furthers the board's goal of providing effective, independent leadership and oversight of our company. our  cotb 's responsibilities include establishing board meeting agendas in collaboration with our  ceo , presiding at board meetings, executive sessions and the annual shareholders meeting, ensuring that information flows openly between the management and the board and leading the ceo evaluation process. our independent directors meet regularly in executive sessions without the presence of messrs. buckly or plastina or other members of our management. these meetings occur in connection with regularly scheduled board meetings and from time to time as the independent directors deem necessary or appropriate. ",0
631,790715,2011,"board leadership the board does not have a policy regarding the separation of the roles of CEO and  COTB  as the board believes it is in the best interests of the company and its shareholders to make that determination based on the position and direction of the company and the members of the board. the board has determined that having the company's CEO serve as  COTB  is in the best interest of the company's shareholders at this time. this structure makes the best use of the chief executive's extensive knowledge of the company and its industry, as well as fostering greater communication between the company's management and the board. the board has appointed william almon to serve as the lead director of the board. the board believes it is in the best interest of the company's shareholders to have an independent director serve as the lead director of the board to ensure a greater role for the independent directors in the oversight of the company and active participation of the independent directors in establishing board priorities and procedures. the primary responsibilities of the lead director include presiding at all meetings of the board at which the  COTB  is not present, including executive sessions of the independent directors, and serving as a liaison between the  COTB  and the independent directors. the lead director also has the authority to call meetings of the board and meetings of the independent directors of the board. ",0
632,791519,2010,"our board of directors determines its leadership structure on an annual basis based on a recommendation of the committee. the board believes that it should not have a predetermined policy as to whether the board should be led by an independent chairperson or independent lead director, but rather it is best for the board to evaluate the structure and determine what is best for staples based on a number of factors such as the size of the board, the number of independent directors, the established process for and record of board and management interaction, the qualifications and skills of the individual directors considered for the roles and company performance. for this year, the board determined that it was appropriate that ronald sargent, our chief executive officer, should remain as chairperson of the board and that arthur blank should continue in his role as independent lead director. the board believes that its current leadership structure assures the appropriate level of management oversight and independence. the board felt that mr. sargent's knowledge of staples and the office products industry uniquely positioned him to lead the board particularly as it focuses on strategic issues and risks facing the company. mr. blank's leadership in fulfilling his role as independent lead director counterbalances any potential conflict of interest arising from having our chief executive officer serve as the board's chairperson. our lead director has the following responsibilities: assure that meetings with the independent directors are held in executive sessions typically, as was the case this year, after every board meeting, but in all circumstances at least twice a year. facilitate communications and serve as a liaison between independent directors and the chairperson of the board; coordinate the annual performance review of our chief executive officer; work with the chairperson of the board in the preparation of the agenda for each board meeting and approve such agenda; has the authority to call meetings of independent directors; preside at all meetings of the board where the chairperson is not present, including executive sessions of the independent directors; represent the independent directors if a meeting is held between a major stockholder; and otherwise consult with the chairperson of the board on matters relating to corporate governance and board performance",1
633,791770,2014,"in connection with the closing of our financing transaction with tcp wr in february 2012, mr. sweedler was appointed as the  cotb  of our board of directors. on november 19, 2012, mr. shmidman became our ceo and secretary. the board of directors believes that its current leadership structure best serves the objectives of the board of directors oversight of management, the ability of the board of directors to carry out its roles and responsibilities on behalf of the stockholders and our overall corporate governance. the board of directors also believes that the current separation of the  cotb  and ceo roles allows the ceo to focus his time and energy on operating and managing our business and leverages the experience and perspectives of our  cotb , who has a deep knowledge of the consumer industry and significant experience in managing and developing brands. the board of directors, however, periodically reviews the leadership structure and may make changes in the future. ",0
634,791907,2012,"the company currently has no fixed policy regarding the separation of the roles of executive  cotb  and ceo . this decision is made by the board based on the best interests of the company and its stockholders under the circumstances existing at the time. currently, the roles of ceo and executive  cotb  are held by two different individuals. the ceo is responsible for setting the strategic direction for the company, the day-to-day operations, leadership and directing performance of the company. the executive  cotb  also is involved in setting the strategic direction of the company and additionally provides guidance to the ceo , sets the agenda for board meetings and presides over meetings of the full board. mr. swanson, our executive  cotb , is an employee of the company and is therefore not independent. the board believes that this leadership structure provides an appropriate allocation of roles and responsibilities at this time. ",0
635,791908,2011,"board leadership structure and risk oversight the board has chosen to combine the principal executive officer and board cotb positions and has appointed a lead independent director. the independent directors believe that mr. engle's in-depth knowledge of the biopharmaceutical industry and vision for its development, as well as his leadership skills and style, make him the best-qualified director to serve as cotb . the lead independent director has the responsibility of presiding at all executive sessions of the board, consulting with the  COTB , CEO and president on board and committee meeting agendas, acting as a liaison between management and the independent directors, including maintaining frequent contact with the  COTB , CEO and president and advising him on the efficiency of board meetings, facilitating teamwork and communication between the independent directors and management, as well as additional responsibilities. mr. van ness was selected as lead independent director based on his extensive experience with the company and his leadership skills. the board is responsible for consideration and oversight of risks facing the company and is responsible for ensuring that material risks are identified and managed appropriately. as set forth in the audit committee charter, the audit committee meets periodically with management in order to review the company's major financial exposures and the steps management has taken to monitor and control such exposures. in fulfilling this role, the audit committee conducts periodic risk assessments and reports its findings to the full board. the audit committee also oversees related-party transactions. ",0
636,791908,2015,"the company currently separates the positions of ceo and  cotb . mr. van ness has served as  cotb  since august 2011. the ceo is responsible for setting the strategic direction for the company and the day to day leadership and performance of the company. the  cotb  is responsible for presiding at all executive sessions of the board, consulting with the ceo on board and committee meeting agendas, acting as a liaison between management and the independent directors, including maintaining frequent contact with the ceo and advising him on the efficiency of board meetings, facilitating teamwork and communication between the independent directors and management, as well as additional responsibilities. the independent directors believe that mr. van ness's in-depth knowledge of the biopharmaceutical industry and vision for its development, as well as his leadership skills and style, make him the best-qualified director to serve as  cotb . in light of the separation of the ceo and  cotb  positions, the board determined that a separate position of lead independent director was no longer necessary. the board is responsible for consideration and oversight of risks facing the company and is responsible for ensuring that material risks are identified and managed appropriately. as set forth in the audit committee charter, the audit committee meets periodically with management in order to review the company's major financial exposures and the steps management has taken to monitor and control such exposures. in fulfilling this role, the audit committee conducts periodic risk assessments and reports its findings to the full board. the audit committee also oversees related-party transactions.",0
637,791915,2013,"eric a. benhamou serves as  cotb  of our board of directors. our board's general policy, as stated in our corporate governance guidelines, is that separate persons should hold positions of  cotb  and ceo to enhance the board's oversight of management. our leadership structure enhances accountability of our ceo to the board, provides a balance of power on our board and encourages thoughtful decision-making. we also separate the roles in recognition of the differences in roles. while the ceo is responsible for the day-to-day leadership of the company and the setting of strategic direction, the  cotb  provides guidance to the board, sets the agenda for board meetings and presides over the meetings of the full board and the meetings of the board's non-management directors. the  cotb  also provides performance feedback on behalf of the board to our  ceo . ",0
638,792987,2012,"as is common practice among public companies in the united states, the company's ceo currently serves as  cotb . in his position as ceo , dr. brock has primary responsibility for the operations of the company and provides consistent leadership on the company's key strategic objectives. in his role as  cotb , he sets the strategic priorities for the board, presides over its meetings and communicates its strategic findings and guidance to management. the board believes that the combination of these two roles provides more consistent communication and coordination throughout the organization, which results in a more effective and efficient implementation of corporate strategy and is important in unifying the company's strategy behind a single vision. in addition, we have found that our ceo is the most knowledgeable member of the board regarding risks the company may be facing and, in his role as  cotb , is able to facilitate the board's oversight of such risks. to ensure balance, however, the independent members of the company's board have selected mr. sansom as lead independent director to preside over meetings of independent directors. additionally, as noted previously, seven of the nine current directors are independent. with a supermajority of independent directors, an audit committee, compensation committee and nominating and governance committee each comprised entirely of independent directors, and a presiding lead independent director to oversee all meetings of the non-management directors, the company's board of directors believes that its existing leadership structure provides for an appropriate balance that best serves the company and its shareholders. the company's board of directors will periodically review its leadership structure to ensure that it remains the optimal structure for the company and its shareholders.",1
639,793074,2010," corporate governance director independence determinations the board has affirmatively determined that all members of our board of directors are independent pursuant to sec rules and the listing standards adopted by nasdaq, except for c.l. werner, gary werner and greg werner. the board has also determined that each member of the three board committees satisfies the applicable independence requirements of nasdaq and the sec. with the assistance of our legal counsel, our nominating and corporate governance committee reviewed the (i) legal and regulatory standards for assessing board and board committee independence, (ii) criteria for determining a director's 'audit committee financial expert,' 'non-employee director' and 'outside director' status and (iii) responses to annual and biannual questionnaires completed by our directors. after completing its review, the nominating and corporate governance committee submitted its independence recommendations to our board. our board then made its independence determinations based on the committee's recommendations and after considering the information available to the committee. role and leadership of the board of directors one of the primary roles of the board of directors is to oversee our senior management in the competent and ethical operation of our business and to ensure that our stockholders' interests are being properly served. to achieve these objectives, the board establishes and maintains high standards of responsibility and ethics that, when consistently applied and followed, contribute to our business's overall success. the cotb presides over each board meeting and is actively involved in determining agendas for board meetings and serving as a liaison between our board and management. the board elects our cotb each year at its annual meeting. currently, c.l. werner serves as our cotb , and greg werner serves as our president and CEO (' CEO '). each individual was elected by our board at its 2009 annual meeting to serve in his current position for a one-year term or until his respective successor is duly elected and qualified, pursuant to section 2 of article iii of our by- laws. the positions of cotb and CEO are held by two individuals instead of the same person. although c.l. werner and greg werner are not independent directors, we believe our current leadership structure is effective for us. this configuration demonstrates to our stockholders, employees and customers that our primary leadership roles are served by two qualified people who each have an extensive depth of knowledge about the company's business and industry, share a long-standing dedication to and significant ownership interest in the company and are equally committed to our development and success. our independent directors regularly meet in executive sessions without the presence of management. these executive sessions are typically conducted after each quarterly audit committee meeting and may also be held when deemed appropriate by the independent directors. our audit committee is comprised solely of all of our independent directors, each of whom typically attends each audit committee meeting, and this consistent and routine meeting schedule consequently enables the independent directors to conduct such executive sessions on a regular basis. our independent directors do not formally select a lead independent director to preside over their executive sessions. rather, mr. jung, as chair of the audit committee, presides over the executive sessions of the independent directors, and he also acts as a liaison between the independent directors, management and the full board. further information regarding the 2009 executive sessions is provided under the attendance at board and committee meetings and annual meeting section. 9 we believe that separating the cotb and CEO positions, having the majority of our board and each board committee comprised of independent directors (who meet regularly in executive sessions) and having independent directors serve as chairs of our board committees provides an effective and strong leadership structure for the company. our board has the flexibility to continue or modify our leadership structure in the future, as the board deems appropriate or necessary. company management is responsible for risk assessment and mitigation on a company-wide basis, and our board oversees and reviews these risk management efforts. typically, management identifies and measures various risks facing the company and analyzes the factors associated with such risks, such as the probability and frequency of occurrence and potential impact on our cash flow, financial results and overall business and operations. diverse types of risk are identified which are generally competitive, economic, regulatory or technological in nature. management then develops response plans to address, mitigate and monitor identified risks and also reports and discusses these risks and plans with the board. in its risk oversight role, our board regularly evaluates and confers with management about the objectives of and risks involved with each plan. the board also considers risk when assessing our business strategies and objectives. our audit committee has primary oversight responsibility with respect to risks relating to internal controls over financial reporting and contingent liabilities and risks that may be material to the company. as discussed in the risk management related to compensation section, our compensation committee also considers the company's risks in determining whether our executive compensation program encourages executive officers to take unreasonable risks relating to our business. the risk oversight roles of the board, audit committee and compensation committee did not impact our leadership structure because our board is comprised of a majority, and such committees consist entirely, of independent directors. corporate governance policies and materials the members of our board of directors possess a variety of experience, knowledge and judgment, and the diversity of these skills complements our corporate governance structure. our corporate governance policies are designed to enable effective and thorough decision-making and to allow proper and comprehensive monitoring of the company's performance and compliance. these policies are also meant to provide our board with practical guidelines that are regularly reviewed and can be appropriately revised and updated in response to regulatory developments and evolving business and governance practices. our fundamental corporate governance principles and practices are set forth in our code of corporate conduct and other policies, each of which is available on our website. pursuant to sec rules, we will disclose amendments to or waivers from our code of corporate conduct, as they relate to our CEO , chief financial officer ('cfo') and controller, on our website or in a current report on form 8-k filed with the sec. to date, we have not granted any waivers from our code of corporate conduct to the CEO , cfo or controller. committees of the board of directors the board of directors conducts its business through (i) meetings of the board, (ii) actions taken by written consent in lieu of meetings, (iii) actions of its committees and (iv) discussions with management, the independent auditors and other consultants retained from time to time. the board has three standing committees: the audit committee, the compensation committee and the nominating and corporate governance committee (the 'governance committee'). the governance committee evaluates each committee's composition and appoints committee members annually. the board then approves committee members appointed by the governance committee at the board's first meeting held thereafter. the board may also make further changes to committee assignments from time to time as the board deems appropriate or as advised by the governance committee. a majority of full committee membership elects committee chairs, unless elected by the full board. committee members cannot be removed except by a majority vote of independent directors in office at the time. 10 ",1
640,793733,2015,"mr. jerry c. atkin currently serves as the  cotb  and ceo of the company. the board and its nominating and corporate governance committee believe that the traditional practice of combining the roles of  cotb  and ceo currently provides the preferred form of leadership for the company. given mr. atkin's vast experience with the company, the tremendous respect which he has earned from employees, business partners and shareholders, as well as other members of the aviation industry, and his proven leadership skills, the board believes the best interests of the company's shareholders are met by mr. atkin's continued service in both capacities. the board believes mr. atkin's fulfillment of both responsibilities encourages clear accountability and effective decision-making, and provides strong leadership for the company's employees and other stakeholders. given the outstanding experience and qualifications the company's directors contribute to the board's activities, the company has implemented a number of practices designed to encourage effective corporate governances. these practices, which are driven primarily by the company's corporate governance guidelines, include: the requirement that at least a majority of the company's directors meet the standards of independence applicable to the company; the election of a lead director, who is empowered to schedule and conduct meetings of the independent directors, communicate with the  cotb , disseminate information to the board and raise issues with management on behalf of the independent directors when appropriate; regular executive sessions of the board and its committees, which are typically held in conjunction with each regularly scheduled board and committee meeting and include individual sessions with representatives of the company's independent registered public accounting firm, internal auditors and legal counsel; and annual performance evaluations of the company's ceo by the nominating and corporate governance committee. the board believes no single leadership model is right for all companies at all times. the board recognizes that, depending on the circumstances, other leadership models, such as a separate independent  cotb , may be appropriate. for approximately 17 years prior to mr. atkin's appointment as  cotb , the company separated the positions for the  cotb  and the  ceo . the independent directors and the nominating and corporate governance committee regularly review the company's leadership structure and, depending on the company's needs and the available resources, the board may modify the existing leadership structure. c/o chief financial officer skywest, inc. 444 south river road st. george, ut 84790 ",1
641,793952,2011,"in view of the considerations described above, the board of directors has unanimously determined that it is in the best interests of the company and its shareholders to amend the restated articles of incorporation to change the voting requirements that we discuss below. mr. allen, who is one of our independent directors, currently serves as our  cotb . the board has had a chair who is not the ceo and not otherwise a company executive since 2005. the board has determined that the most effective board leadership structure for the company at the present time is for the ceo and chair positions to be separate. the board believes at this time that continuing to separate the ceo and  cotb  roles will enable the ceo to focus on the business strategy and operations of the company, while mr. allen will provide the continuity of leadership of the board necessary for the board to fulfill its responsibilities. the board retains the authority to modify this structure as and when appropriate to best address the company's unique circumstances and to advance the best interests of all shareholders. ",0
642,794172,2011,"governance of the corporation is placed in the hands of the directors who, in turn, elect officers to manage the business operations. the board oversees the management of meridian on your behalf. the board reviews meridian's long-term strategic plans and exercises direct decision making authority in all major decisions, such as acquisitions, the declaration of dividends, major capital expenditures and the establishment of company policies. on november 30, 2011, the board approved corporate governance guidelines, which are available at our website . these guidelines define how the board operates and evaluates its performance. the board of directors is responsible for evaluating and determining meridian's leadership structure, and believes that separate individuals should serve in the capacities of  cotb  and ceo ( ceo  ). it is the board's belief that such a two-person structure best provides the company with the right foundation to pursue its strategic and operational objectives, while maintaining effective oversight and objective evaluation of the company's performance. currently, these key executive positions are held by mr. william j. motto, executive  cotb , and mr. john a. kraeutler, ceo . mr. motto has served as the board's  cotb  since 1977 and in such capacity is responsible for general board activities including presiding over all meetings of the board and shareholders, setting agendas for board meetings and providing advice and counsel to meridian's management regarding the company's business and operations. as ceo , mr. kraeutler is responsible for the general management, oversight, supervision and control of the business affairs of meridian, and ensuring that all orders and resolutions of the board are put into effect. with their many years of experience with the company, meridian believes that mr. motto and mr. kraeutler are uniquely qualified to be meridian's executive  cotb  and ceo , respectively. we believe that this leadership structure is currently the most appropriate for meridian, particularly in light of the requirement noted below that all committees of the board are comprised solely of independent directors. in accordance with nasdaq rules, our board of directors affirmatively determines the independence of each director and nominee for election as a director in accordance with the elements of independence set forth in the nasdaq listing standards and exchange act rules. meridian's director independence standards are available at our website . based on these standards, the board has determined that each of the following members of the board is independent: james m. anderson, gary p. kreider, david c. phillips and robert j. ready. mr. kreider neither chaired nor served on any of the board committees during his current term. he remains a director through the end of his current term, with only mr. anderson, mr. phillips and mr. ready serving on committees of the board. during fiscal 2011, the board of directors met on five occasions and took no actions in writing. the independent directors plan to meet at least two times during fiscal 2012 without the presence of management directors. the independent members of the board had no such meetings in fiscal 2011. the independent directors select one of such directors to preside over each session. meridian expects all directors to attend shareholders meetings and all were in attendance at the 2011 annual shareholders meeting. shareholders may communicate with the full board or individual directors on matters concerning meridian by mail or through our website, in each case to the attention of the secretary, the address for whom is set forth on page 56 of this proxy statement.",0
643,794367,2010,"macy's corporate governance principles provide that the board is free to elect its  cotb  and the ceo ( ceo  ) in the manner the board considers in the best interests of the company at any given point in time and that these positions may be filled by one individual or by two different individuals. the company's  cotb  and ceo functions have historically been performed by a single individual, and this combination of functions is provided for in the employment agreement between the company and mr. lundgren that was approved by the board. the board believes that this leadership model has worked well in the past and, when combined with the current composition of the ceo and the board and the other elements of the company's corporate governance structure, strikes an appropriate balance between strong and consistent leadership and independent and effective oversight of the company's business and affairs. mr. lundgren is an experienced and well respected retail executive who also has many years of board experience. as ceo he bears the primary responsibility for developing corporate strategy and managing the company's day-to-day business operations. as a board member he understands the responsibilities and duties of a director and is well positioned to chair regular board meetings, provide direction to management regarding the needs, interests and opinions of the board and help ensure that key business issues and shareholder matters are brought to the attention of the board. having mr. lundgren serve as both ceo and  cotb  promotes unified leadership and direction for both the board and management. macy's has strong corporate governance structures and processes that are intended to ensure that its independent directors will continue to effectively oversee management and key issues such as strategy, risk and integrity. each of the committees of the board is comprised solely of independent directors. consequently, independent directors oversee such critical matters as the integrity of the company's financial statements, the compensation of management executives, including the ceo , financial commitments for capital projects, the selection and evaluation of directors, and the development and implementation of corporate governance programs. each board committee routinely has independent sessions among its members without management to discuss issues and matters of concern to the committee. the non-employee directors, all of whom are independent, meet in executive session without management either before or after all regularly scheduled board meetings to discuss various issues and matters of concern to the board, including the effectiveness of management, the company's performance and the company's strategic plans. the company does not have a lead director. the chairpersons of the board committees preside at the executive sessions of the board by annual rotation. craig weatherup, chair of the compensation and management development committee, presided at the executive sessions during fiscal 2009, and marna whittington, chair of the finance committee, is doing so in fiscal 2010. at every board meeting the presiding director or any other director may request that the board go into executive session with only independent directors present. the presiding director or any other director is free to suggest the inclusion of items on the agenda for board meetings or raise subjects that are not on the agenda for that meeting. in addition, the board and each board committee has complete and open access to any member of management and the authority to retain independent legal, financial and other advisors as they deem appropriate. at committee and board meetings throughout the year, management discusses the risk exposures identified as being most significant to the company and the related actions that management may take to monitor such exposures. the audit committee, in particular, discusses with management the risk assessments and risk management policies relating to a variety of risks, including certain financial, operational, it and compliance risks. the  cotb  of the audit committee updates the full board on these discussions. ",1
644,794367,2011,"macy's corporate governance principles provide that the board is free to elect its chairman and the chief executive officer (ceo) in the manner the board considers in the best interests of the company at any given point in time and that these positions may be filled by one individual or by two different individuals. the company's chairman and ceo functions have historically been performed by a single individual, and this combination of functions is provided for in the employment agreement between the company and mr. lundgren that was approved by the board. the board believes that this leadership model has worked well in the past and, when combined with the current composition of the ceo and the board and the other elements of the company's corporate governance structure, strikes an appropriate balance between strong and consistent leadership and independent and effective oversight of the company's business and affairs. mr. lundgren is an experienced and well respected retail executive who also has many years of board experience. as ceo he bears the primary responsibility of developing corporate strategy and managing the company's day-to-day business operations. as a board member he understands the responsibilities and duties of a director and is well positioned to chair regular board meetings, provide direction to management regarding the needs, interests and opinions of the board and help ensure that key business issues and shareholder matters are brought to the attention of the board. having mr. lundgren serve as both ceo and chairman promotes unified leadership and direction for both the board and management. macy's has strong corporate governance structures and processes that are intended to ensure that its independent directors will continue to effectively oversee management and key issues such as strategy, risk and integrity. each of the committees of the board is comprised solely of independent directors. consequently, independent directors oversee such critical matters as the integrity of the company's financial statements, the compensation of management executives, including the ceo, financial commitments for capital projects, the selection and evaluation of directors, and the development and implementation of corporate governance programs. each board committee routinely has independent sessions among its members without management to discuss issues and matters of concern to the committee. the non-employee directors, all of whom are independent, meet in executive session without management either before or after all regularly scheduled board meetings to discuss various issues and matters of concern to the board, including the effectiveness of management, the company's performance and the company's strategic plans. the company does not have a lead director. the chairpersons of the board committees preside at the executive sessions of the board by annual rotation. marna whittington, chair of the finance committee, presided at the executive sessions during fiscal 2010, and joseph pichler, chair of the ncg committee, is doing so in fiscal 2011. at every board meeting the presiding director or any other director may request that the board go into executive session with only independent directors present. the presiding director or any other director is free to suggest the inclusion of items on the agenda for board meetings or raise subjects that are not on the agenda for that meeting. in addition, the board and each board committee has complete and open access to any member of management and the authority to retain independent legal, financial and other advisors as they deem appropriate. ",1
645,794619,2013,"the company's board consists of nine directors, all of whom are subject to annual shareholder elections to one-year terms of service. the company's independent directors sit on at least one of the three board committees, which include the audit committee, the compensation committee and the governance committee. mr. guichard serves as both the company's  cotb  and its ceo and the board has not designated a lead independent director. the board believes that currently there are a number of important advantages for the company having the positions of  cotb  and ceo held by the same person. the ceo is the director most familiar with the company's business and industry, and most capable of effectively identifying strategic priorities and leading the discussion and execution of strategy. independent directors and management have different perspectives and roles in strategy development. the company's independent directors bring experience, oversight and expertise from outside the company and its industry, while the ceo brings company-specific experience and expertise. the board believes that the combined role of  cotb  and ceo promotes strategy development and execution, and facilitates information flow between management and the board, which are essential to effective governance. the company's independent directors meet in regularly scheduled executive sessions at each of the company's board meetings, without management present. during fiscal year 2013, the independent directors met four times to discuss certain board policies, processes and practices, the performance and compensation of the company's  ceo , management succession and other matters relating to the company and the functioning of the board.",1
646,795266,2014,"separate individuals currently hold the positions of  cotb  and  ceo , and the  cotb  is not an employee. the board is led by an independent non-executive  cotb  who coordinates the board's activities, including the scheduling of meetings and executive sessions of the non-employee directors and the relevant agenda items in each case (in consultation with the ceo as appropriate). the board believes this leadership structure provides an effective way for the board to carry out its roles and responsibilities on behalf of our stockholders. the board has delegated certain responsibilities and authority to each standing board committee as described below, including with respect to risk oversight. at each regular board meeting, each board committee chair (or another designated board committee member) reports to the board on his or her board committee's activities.",0
647,795403,2010," we separate the roles of ceo and  cotb  in recognition of the differences between the two roles. our ceo is responsible for setting the strategic direction for watts, providing day-to-day leadership and managing our performance. the  cotb  provides guidance to our  ceo , works with our ceo to set the agenda for board meetings and presides over meetings of the full board, including executive sessions of the non-management and independent directors. ",0
648,796317,2010,"the board does not have a policy on whether or not the roles of ceo and  cotb  should be separate. however, the board believes that the our ceo is best situated to serve as  cotb  because he is the director most familiar with our business and industry, and most capable of effectively identifying strategic priorities and leading the discussion and execution of strategy. independent directors and management have different perspectives and roles in strategy development. our independent directors bring experience, oversight and expertise from outside the company and industry, while the ceo brings company-specific experience and expertise. the board believes that the combined role of  cotb  and ceo promotes strategy development and execution, and facilitates information flow between management and the board, which are essential to effective governance. the board does not currently have a lead director, however, the corporate governance committee, through its  cotb , assists in the development of the agenda for meetings of the board of directors.",1
649,796534,2010,"national bankshares, inc. has chosen to combine the position of  cotb  and principal executive officer. mr. rakes, who was serving as the company's president and  ceo , was elected as the  cotb  in april of 1999. he has been re-elected annually. mr. rakes has the longest tenure of any current director of the company, having served since the company was founded in 1986. in addition mr. rakes is  cotb , president and ceo of the company's primary subsidiary, the national bank of blacksburg, where nearly all of the company's business operations take place. mr. rakes has spent his long career in banking and he has held leadership positions in both state and national banking trade organizations. the board of directors determined that mr. rakes knowledge of nbb and the banking industry and his board experience make him the logical and natural choice to serve as  cotb  of national bankshares, inc. we believe the board also benefits from the continuity provided by mr. rakes in chairing the board.",1
650,796764,2013,"the board believes that mr. adams experience with small cap companies qualifies him to serve as a member of the board of directors. the board believes that mr. banker's entertainment and marketing experience and his experience in international markets makes him well suited to service on the board of directors of the company. the board believes that mr. weiser's service as our ceo and extensive financial and operational consulting experience makes him qualified to serve as a member of the board of directors. the board of directors has determined that having a  cotb  separate from the ceo is in the best interest of the company and its shareholders at this time. separation of the  cotb  and ceo position is viewed as a corporate governance best practice and the board believes this structure provides for very effective monitoring and evaluation of executive performance. mr. sellers, managing member of the company's largest shareholder, serves as  cotb .",0
651,798354,2013,"we separate the roles of ceo and chairman of the board to allow our leaders to focus on their respective responsibilities. our ceo is responsible for setting our strategic direction and providing day-to-day leadership. our chairman provides guidance to our  ceo , sets the agenda for board meetings and presides over meetings of the full board. our board recognizes the time, effort and energy that our ceo is required to devote to his position in the current business environment, as well as the commitment required to serve as our chairman. our board believes that having separate positions provides a clear delineation of responsibilities for each position and enhances the ability of each leader to discharge his duties effectively which, in turn, enhances our prospects for success. ",0
652,798359,2015,"as described above, the company's  cotb , mr. jeffrey miller, is an independent trustee under the standards. mr. miller has served as  cotb  since 2002. the board of trustees believes that the company should maintain a board leadership structure in which the roles of ceo and  cotb  are separate and the  cotb  is independent under the standards. the company's governance guidelines, adopted by the board in july 2009 and amended in december 2010, state that the board's general policy is that the positions of  cotb  and ceo should be held by separate persons. the separation of offices allows the  cotb  to focus on management of board matters, and allows the ceo to focus his attention on managing the company's business. additionally, the company believes the separation of offices ensures the objectivity of the board in its management oversight role, specifically with respect to reviewing and assessing the  ceo 's performance.",0
653,798783,2013,"mr. alan b. miller serves as the trust's  cotb , ceo and president. miles l. berger is the lead trustee. the trust believes this structure allows all of the non-management trustees to participate in the full range of the board's responsibilities with respect to its oversight of the trust's management. the board has determined that this leadership structure is appropriate given the size and complexity of the trust, the number of trustees overseeing the trust and the board's oversight responsibilities. the specific experience, qualifications, attributes or skills that led to the conclusion that each trustee should serve as a trustee of the trust, in light of the trust's business and structure, are as follows: alan b. miller has been a trustee of the trust since 1986. mr. alan miller has been the trust's  cotb  and ceo since 1986 and president since february 2003. mr. alan miller has been  cotb  and ceo of universal health services, inc. since 1978 and previously served as president until may, 2009. prior thereto, he was president,  cotb  and ceo of american medicorp, inc. as a result of his many years of experience, mr. miller provides expertise on the hospital management industry. marc d. miller has been a trustee of the trust since 2008. he was appointed president of universal health services, inc. in may, 2009, and previously served as universal health services, inc.'s senior vice president and co-head of universal health services, inc.'s acute care division from 2007 to may, 2009 and universal health services, inc.'s vice president from january, 2005 to may, 2009. mr. marc miller has been vice-president of universal health services, inc.'s acute care division since august, 2004. he has been assistant vice president of universal health services, inc. and group director of the acute care division, astern region since june, 2003. he was ceo /managing director at central montgomery medical center (an acute care hospital formerly owned by uhs) from february, 2002 to may, 2003, chief operating officer at wellington regional medical center from october, 2000 to february, 2002, and assistant administrator at the george washington university hospital from august, 1999 to october, 2000. mr. marc miller provides expertise on the healthcare industry. james e. dalton, jr. has been a trustee of the trust since 1997. he was  cotb  of signature hospital corporation from 2006-2012. mr. dalton was president, ceo and director of quorum health group, inc. from 1990 to 2001. he was president of edinburgh associates from 2001 to 2007 as well as a director of us oncology, inc. until december 2010. mr. dalton has been a director of select medical corp. since 2005. mr. dalton provides expertise on the hospital management industry. miles l. berger has been a trustee of the trust since 1998. he has been  cotb  of berger management services, llc since 1999. mr. berger was a trustee of innkeepers trust usa from 1993 until the sale of the company in 2007. he has been a member of the board of directors of medallion bank since 2002 and a trustee of chatham lodging trust since 2010. mr. berger provides expertise on business investments and real estate matters. elliot j. sussman, m.d. has been a trustee of the trust since 1999. he is  cotb  of the villages health and a consultant. he previously served as president and ceo of lehigh valley hospital and health network from 1993 through 2010. he has been a member of the board of directors of icad, inc. since 2002. dr. sussman provides expertise on the management of hospitals and health systems. randall c. stein has been a trustee of the trust since 2009. in 2012, he co-founded gardenmark llc, a landscape/hardscape company focused on the manufacturing, importing and distribution of artificial grass into the united states. he co-founded wp realty, inc. in 1995 and was its president from 2006 until february 2013 when he left the company. mr. stein was senior vice president of arbor property trust (nyse) from 1993 to 1995, senior vice president of dusco, inc. from 1990 to 1993 and director of acquisitions and development of strouse, greenberg & co., inc. from 1983 to 1990. mr. stein has been a member of the board of directors of the lower merion conservancy since 2008 and has been a member of jevs human services council since 2003. mr. stein provides expertise on real estate matters. the board holds four regular meetings each year to consider and address matters involving the trust. the board also may hold special meetings to address matters arising between regular meetings. these meetings may take place in person or by telephone. the independent trustees also regularly meet in executive sessions outside the presence of management. the board has access to legal counsel for consultation concerning any issues that may occur during or between regularly scheduled board meetings. as discussed below, the board has established a compensation committee, an audit committee and a nominating & governance committee to assist the board in performing its oversight responsibilities. the nominating & governance committee annually oversees a self-evaluation of the current board members and those committees as the board shall specify from time to time and reports to the board with respect to whether the board and its committees are functioning effectively. the full board discusses each evaluation report to determine what, if any, actions should be taken to improve the effectiveness of the board or any committee thereof.",1
654,798941,2010," our board annually elects a  cotb  whose duties are described in our bylaws, and it performs its oversight role through various committees which are appointed by the board based on the recommendation of its independent nominations committee and which may be established as separate committees of our board or as joint committees of our and fcb's boards. currently, our ceo also serves as  cotb  of our and fcb's boards. however, although our bylaws contemplate that our  cotb  will be considered an officer, the board may select any of its members as its  cotb , and it has no formal policy as to whether our ceo will serve as  cotb  or whether any other director, including an independent director, may be elected to serve as  cotb . the board recognizes that, because our ceo currently serves as  cotb , our management has more control over the board and its processes which could diminish the effectiveness of our independent directors and their ability to influence our policies and decisions of our board. as a result, and as required by our corporate governance guidelines, our independent directors have designated a separate lead independent director who has the duties and authority described above under the caption lead independent director. additionally, as described below under the heading c , all matters pertaining to executive compensation and the selection of nominees for election as directors are subject to the review and recommendation of board committees made up of independent directors, and our corporate governance guidelines provide that: all outside directors have full access to any member of management and to our and fcb's independent auditors and internal auditors for the purpose of understanding issues relating to our business; our management will arrange for our outside advisors to be made available for discussions with the board, a board committee, our independent directors as a group, or individual directors; and the board, each board committee, and our independent directors as a group, in each case by a majority vote, have the authority to retain independent advisors from time to time, at our expense, and separate and apart from our regular advisors. our board believes that the provisions described above enhance the effectiveness of our independent directors and provide for a leadership structure that is appropriate for a company our size, without regard to whether our  cotb  is an independent director.",1
655,799233,2010,"mr. russell gerdin serves as the company's ceo and  cotb . the board believes that given the size of the company the combination of these two positions is the most appropriate and suitable structure for proper and efficient board functioning and communication. mr. gerdin is the direct link between senior management and the board and provides critical insight and perception to the board, as well as feedback to senior management, based on his substantial experience in the industry. mr. russell gerdin is involved in the day-to-day operations of the company and provides consistent leadership of the company's key strategic objectives. under his leadership the company has achieved cons istent growth and profitability. the company has been named to the forbes magazine's top 200 best small companies eighteen times in its twenty-three years as a public company including the past eight consecutive years.",1
656,799292,2012,"the company does not have a fixed policy regarding whether the offices of  cotb  and ceo should be vested in the same person or two different people. the board has determined that the most effective leadership structure for us at the present time is for the ceo to also serve as the  cotb , a structure that we believe has served us well over the years. the board believes that our ceo is best qualified to serve as  cotb  because, as the officer ultimately responsible for our operations and performance, he is intimately familiar with our business, operations and industry and uniquely positioned to effectively identify and lead discussions concerning our strategic priorities. the board further believes that the combined role of  cotb  and ceo promotes the development and execution of our business strategy and facilitates information flow between management and the board, which are essential to effective governance. in addition, the board believes that our current  ceo 's family relationship (he is the son of the founder of the company), previous experience as a real estate attorney and more than 21 years of service with the company in various roles spanning production, sales and land acquisition/disposition and development further qualify him to serve as  cotb . the board periodically reviews our leadership structure and retains the authority to modify the structure, as and when appropriate, to address our then current circumstances. the board has elected not to appoint a separate lead director at the present time. however, our non-management directors meet in executive session at every regularly scheduled board meeting without management or the inside directors present.",1
657,799850,2017,"currently, mr. henderson serves as ceo and mr. von gremp serves as the  cotb . the board of directors believes that allowing mr. henderson to focus on the management of our business and our day-to-day operations rather than also serving as  cotb  is in the best interest of the company. however, the board of directors does not have a policy that prohibits the ceo from serving as the  cotb  because it desires the flexibility to determine in the future that one person should hold both positions if such leadership structure would be in our best interests and the best interests of our stockholders.",0
658,800457,2013,"our board of directors remains of the opinion that preservation of the relationship between donegal mutual and us and our status as an independent public company is in the best interests of all of the constituencies that we and donegal mutual serve, including our stockholders, the policyholders of our insurance subsidiaries, the policyholders of donegal mutual, donegal mutual's employees, the independent insurance agents who represent our insurance companies and the local communities in which we maintain offices. we believe our relationship with donegal mutual offers us and our insurance subsidiaries a number of competitive advantages, including the following: our board of directors reviewed our relationships with donegal mutual in the fourth quarter of 2012 and the first two months of 2013 and determined that the continuation of the existing relationships between donegal mutual and us are in our best interests and in the best interests of our stockholders. in the latter portion of the fourth quarter of 2012 and the first quarter of 2013, the board of directors of donegal mutual undertook its annual review of the transactions between donegal mutual and dgi and determined that continuing the current transactions between donegal mutual and dgi and the current corporate structure of donegal mutual and dgi is in the best interests of donegal mutual and in the best interests of its various constituencies. the dgcl, the phca and our by-laws govern the election of our directors by our stockholders. because donegal mutual has owned more than a majority of the aggregate voting power of our outstanding shares of common stock since our inception, donegal mutual has had the ability to control the election of all of our directors. since 1986, our board of directors has reviewed our relationship with donegal mutual on an annual basis. our board of directors conducted the most recent such review during november and december 2012. as a result of that review, on december 20, 2012, our board of directors concluded unanimously that the continuation of our historical relationship with donegal mutual is in our best interests and the best interests of our stockholders. an increase in the number of shares of our class a common stock that we have the authority to issue could have the effect of making it more difficult to, or discouraging an attempt to, obtain control of us by means of a takeover bid that our board of directors determines is not in our best interests or in the best interests of our stockholders. however, our board of directors does not view the proposed increase in the number of shares of our class a common stock we have the authority to issue as an anti-takeover measure. our board of directors did not propose the amendment in response to any attempt or plan to obtain control of dgi. ",1
659,800459,2010,"the current board chairman is also the current ceo of our company. in addition, in may 2008 the non-management directors designated ann mclaughlin korologos as lead director. in this role, ms. korologos is responsible for chairing executive sessions and other meetings of the board in the absence of the chairman. our lead director also facilitates information flow and communication between our non-management directors and the ceo, and performs such other duties as may be specified by the board from time to time. our lead director also conducts the ceo's performance appraisal at the end of each fiscal year and reviews the ceo's performance goals and objectives for the new fiscal year. in preparation for these reviews with the ceo, all non-management directors provide their input to the lead director. following the review sessions with the lead director, our ceo holds an in-person presentation and discussion with the board. the board expects to designate the lead director on an annual basis. the non-management directors believe that our company's current model of the combined chairman/ceo role in conjunction with the lead director position is the appropriate leadership structure for our company at this time. the non-management directors believe that each of the possible leadership structures for a board has its particular advantages and disadvantages, which must be considered in the context of the specific circumstances, culture and challenges facing a company, and that such consideration is the responsibility of a company's board and necessitates a diversity of views and experiences. the combined chairman/ceo model is a leadership model that has served our stockholders well for many years and through a succession of effective leaders. the non-management directors of the board believe that the combined chairman/ceo position, together with the lead director, has certain advantages over other board leadership structures and continues to best meet our company's current needs, including: efficient communication between management and the board; clear delineation of the lead director's and other non-management directors oversight role from the chairman/ceo's and other management's day-to-day operation role; clarity for our company's key stakeholders on corporate leadership and accountability; and the board chairman possessing the best knowledge of our company's strategy, operations and financial condition and, in turn, the ability to communicate that to external stakeholders. the nominating committee and the other non-management directors periodically review this structure to ensure it is still appropriate for our company, especially in the context of future succession plans. ",1
660,800459,2013,"the following table provides summary information about each of our director nominees. at the 2011 annual meeting of stockholders, our stockholders approved, upon recommendation of our board of directors (the board ), amendments to article eighth of our restated certificate of incorporation and article iii of our bylaws to provide that directors shall be elected on an annual basis. the amendments became effective upon our filing a certificate of amendment with the delaware secretary of state on december 12, 2011. as a result of the stockholder approval of such amendments, each director nominee will be elected for a one year term. each director is elected by a majority of the votes cast. after careful consideration, the board has determined that it is in the best interests of our company to continue to have one vacancy on our board following the election of directors at our annual meeting. the board currently consists of 11 directors, with one current member, dr. harald einsmann, retiring from the board as of the meeting. the board has determined that all ten of the non-management directors are independent directors, except for dr. jiren liu, and that one director is a current member of our senior management. with the exception of dr. jiren liu, each of our non-management directors meets the qualifications for independence under the listing standards of the new york stock exchange. following the meeting, the board will consist of ten members, eight of whom are independent. dr. einsmann will not serve as a director after the meeting. there are no family relationships among any directors or executive officers of our company. the non-management directors believe that our company's current model of the combined  cotb / ceo  role in conjunction with the lead director position is the appropriate leadership structure for our company at this time. the non-management directors believe that each of the possible leadership structures for a board has its particular advantages and disadvantages, which must be considered in the context of the specific circumstances, culture and challenges facing a company, and that such consideration is the responsibility of a company's board and requires a diversity of views and experiences. the combined  cotb / ceo  model is a leadership model that has served our stockholders well for many years and through a succession of effective leaders. the non-management directors of the board believe that the combined  cotb / ceo  position, together with the lead director, has certain advantages over other board leadership structures and continues to best meet our company's current needs, including: ",1
661,802481,2011,"directors will be elected by a plurality of the votes cast at the meeting. this means that the director who receives the most votes will be elected. because jbs usa owned or controlled over 50% of the voting power of our outstanding common stock on the record date, they will be able to elect all of the nominees for jbs directors and, with certain exceptions, determine the outcome of all other matters presented to a vote of the stockholders. the jbs stockholders agreement, however, requires jbs usa and its affiliates to vote all of our common stock owned by them in the same manner as the shares held by the minority investors with respect to the election or removal of equity directors. consequently, the vote of the minority investors will determine the outcome of proposal 2 to the extent it relates to the election of messrs. cooper and macaluso as equity directors. in addition, the jbs stockholders agreement requires jbs usa and its affiliates to vote their shares for the election of the founder director until neither of lonnie bo pilgrim and lonnie ken pilgrim is able to continue serving on the board. because jbs usa owned or controlled a majority of our outstanding common stock on the record date, lonnie bo pilgrim, as the nominee for the founder director in proposal 2, is assured of election to the board at the meeting. pursuant to our certificate of incorporation and the jbs stockholders agreement, our board of directors includes two members designated by the statutory equity committee, our equity directors, and one member who is the founder director. our two equity director nominees are michael l. cooper and charles macaluso. our founder director is lonnie bo pilgrim. the jbs stockholders agreement requires jbs usa and its affiliates to vote all of the pilgrim's pride common stock that they hold in the same manner as the shares held by the minority investors with respect to the election or removal of equity directors. consequently, the vote of the minority investors will determine the outcome of this proposal 2 to the extent it relates to the election of messrs. cooper and macaluso. in addition, the company and lonnie bo pilgrim entered into a consulting agreement dated september 16, 2009 (the consulting agreement ), which became effective upon our emergence from chapter 11 proceedings on december 28, 2009. pursuant to the terms of the consulting agreement, among other things, the company agreed that mr. pilgrim would be nominated for subsequent terms on the board during the term of the consulting agreement. the jbs stockholders agreement also requires jbs usa and its affiliates to vote their shares for the election of the founder director at the meeting. because jbs usa owned or controlled a majority of our outstanding common stock on the record date, the founder director is assured of election to the board at the meeting. at the meeting, nine directors, including two equity directors and the founder director, are to be elected, each to hold office for one year or until his or her successor is duly elected and qualified. unless otherwise specified on the proxy card or voting instructions, the shares represented by the proxy will be voted for the election of the three nominees named below. if either nominee for equity director becomes unavailable for election, it is intended that such shares will be voted for the election of a substitute nominee selected by the equity nominating committee. if lonnie bo pilgrim becomes unavailable for election, it is intended that such shares will be voted for the election of lonnie ken pilgrim in accordance with the provisions of our certificate of incorporation and the jbs stockholders agreement. our board of directors has no reason to believe that any substitute nominee or nominees will be required. the position of our  cotb  and the office of the president and ceo are held by different persons. our  cotb  is wesley mendon a batista, and our president and ceo is william w. lovette. we separate the roles of ceo and  cotb  in recognition of the differences between the two roles. the ceo is responsible for setting the strategic direction for the company and the day-to-day leadership and performance of the company, while the  cotb  provides guidance to the ceo and sets the agenda for board meetings and presides over meetings of the full board. we believe the division of duties is especially appropriate as legal and regulatory requirements applicable to the board and its committees continue to expand, and it facilitates the appropriate levels of communication between the board of directors and executive management for board oversight of the company and its management. because wesley mendon a batista, joesley mendon a batista, william w. lovette, don jackson and lonnie bo pilgrim are not independent directors, the board will either designate an independent director to preside at the meetings of the non-management and independent directors or they will prescribe a procedure by which a presiding director is selected for these meetings. in the absence of another procedure being adopted by the board, the person appointed will be the independent director with the longest tenure on the board in attendance at the meeting. the board generally holds meetings of non-management directors four times per year and meetings of independent directors four times per year. the company's management is responsible for the ongoing assessment and management of the risks the company faces, including risks relating to capital structure, strategy, liquidity and credit, financial reporting and public disclosure, operations and governance. working with jbs usa, we have integrated sophisticated risk management techniques into our operations through the adoption of an enterprise risk management ( erm ) approach. in implementing erm, we have taken steps to avoid, reduce and insure the different risks inherent in our business from a holistic viewpoint. we focus not only on operational risk, but financial and strategic risk as well. these areas of focus include input costs (commodity pricing, live and processed product cost and spoilage), revenue risk (sales price and mix), financial risk (adequate controls, timely and effective reporting systems and other management and governance systems) as well as competitive risks and market trends. we aim to identify, categorize and respond to these risks in a systematic manner to manage as much of their impact on our business as possible. the board oversees management's policies and procedures in addressing these and other risks. additionally, each of the board's four committees (the audit committee, the compensation committee and the two special nominating committees) monitor and report to the board those risks that fall within the scope of such committees respective areas of oversight responsibility. for example, the full board directly oversees strategic risks. the special nominating committees directly oversee risk management relating to director nominations and independence. the compensation committee directly oversees risk management relating to employee compensation, including any risks of compensation programs encouraging excessive risk-taking. finally, the audit committee directly oversees risk management relating to financial reporting, public disclosure and legal and regulatory compliance. the audit committee is also responsible for assessing the steps management has taken to monitor and control these risks and exposures and discussing guidelines and policies with respect to the company's risk assessment and risk management.",0
662,803649,2011,"our board is comprised of both independent trustees and managing trustees, with a majority being independent trustees. our independent trustees are not involved in our day to day activities, are not employees of rmr and are persons who qualify as independent under our declaration of trust, bylaws and applicable rules of the nyse and sec. our managing trustees have been employees, officers or directors of rmr or involved in our day to day activities for at least one year. our board of trustees is composed of three independent trustees and two managing trustees. our president and our treasurer are not members of our board of trustees, but they regularly attend board meetings, as does our director of internal audit. other officers of rmr also sometimes attend board meetings at the invitation of our board. our audit, compensation and nominating and governance committees are comprised solely of our independent trustees and an independent trustee serves as chair of each such committee. our three standing committees have responsibilities related to our leadership and governance, including among other things: (i) our audit committee reviews our financial reports, oversees our accounting and financial reporting processes, selects our independent accountants, determines the compensation paid to our independent accountants and assists our board with its oversight of our internal audit function and our compliance with legal and regulatory requirements; (ii) our compensation committee annually evaluates the performance of our director of internal audit and approves the compensation we pay to him, reviews our business and property management agreements with rmr, evaluates rmr's performance under those agreements and the expenses, costs and compensation we pay under those agreements, approves those expenses, costs and compensation that we pay under those agreements, determines whether those agreements will be renewed, amended, terminated or allowed to expire and administers all our equity compensation awards; and (iii) our nominating and governance committee considers nominees to serve on our board, recommends to our board nominees for election to our board, assesses our board's performance, and reviews and assesses our board leadership structure and governance guidelines and recommends to the board any changes it determines appropriate. the chairs of the audit, compensation and nominating and governance committees set the agenda for their respective committee meetings, but committee members, our managing trustees or members of our management may suggest agenda items to be considered by these committees. we do not have a cotb of our board or a lead independent trustee. the president, any managing trustee or any two independent trustees may call a special meeting. our managing trustees, in consultation with our president and treasurer, set the agenda for our board meetings, and any independent trustee may place an item on an agenda by providing notice to a managing trustee, our president or our treasurer. discussions at board meetings are led by the managing trustee or independent trustee who is most knowledgeable on a subject. our board is small, which facilitates informal discussions and communication from management to the board and among trustees. our independent trustees meet to consider company business without the attendance of our managing trustees or our officers, and they meet separately with our officers, with our director of internal audit and with our outside accountants. in such meetings of our independent trustees, the chair of the audit committee presides unless the independent trustees determine otherwise. in light of the size of our board and the oversight provided by and involvement of our independent trustees and board committees in the leadership of our company, our board considers that our current leadership structure and conduct combines appropriate leadership with the ability to conduct our business efficiently and with appropriate care and attention.",0
663,803649,2012,"our board is comprised of both independent trustees and managing trustees, with a majority being independent trustees. our independent trustees are not employees or affiliates, as such term is defined in our declaration of trust, of rmr, do not have a material business or professional relationship with rmr or any other person or entity that holds in excess of 9.8% of our issued and outstanding shares of beneficial interest, are not involved in our day to day activities, do not perform services for us except as trustee and are persons who qualify as independent under our declaration of trust, bylaws and applicable rules of the nyse and sec. our managing trustees are not independent trustees and have been employees of rmr or involved in our day to day activities for at least one year. our board of trustees is composed of three independent trustees and two managing trustees. our president is a member of our board of trustees. our treasurer is not a member of our board of trustees, but he regularly attends board meetings, as does our director of internal audit. other officers of rmr also sometimes attend board meetings at the invitation of our board. our audit, compensation and nominating and governance committees are comprised solely of our independent trustees and an independent trustee serves as chair of each such committee. our three standing committees have responsibilities related to our leadership and governance, including among other things: (i) our audit committee reviews our financial reports, oversees our accounting and financial reporting processes, selects our independent accountants, determines the compensation paid to our independent accountants and assists our board with its oversight of our internal audit function and our compliance with legal and regulatory requirements; (ii) our compensation committee annually evaluates the performance of our director of internal audit and approves the compensation we pay to him, reviews our business and property management agreements with rmr, evaluates rmr's performance under those agreements and the expenses, costs and compensation we pay under those agreements, approves those expenses, costs and compensation that we pay under those agreements, determines whether those agreements will be renewed, amended, terminated or allowed to expire and administers all our equity compensation awards; and (iii) our nominating and governance committee considers nominees to serve on our board, recommends to our board nominees for election to our board, assesses our board's performance, and reviews and assesses our board leadership structure and governance guidelines and recommends to the board any changes it determines appropriate. the chairs of the audit, compensation and nominating and governance committees set the agenda for their respective committee meetings, but committee members, our managing trustees or members of our management may suggest agenda items to be considered by these committees. we do not have a  cotb  of our board or a lead independent trustee. the president, any managing trustee or any two independent trustees may call a special meeting. our president and managing trustee and our other managing trustee, in consultation with our treasurer, set the agenda for our board meetings, and any independent trustee may place an item on an agenda by providing notice to our president and managing trustee, our other managing trustee or our treasurer. discussions at board meetings are led by the managing trustee or independent trustee who is most knowledgeable on a subject. our board is small, which facilitates informal discussions and communication from management to the board and among trustees. our independent trustees meet to consider company business without the attendance of our managing trustees or our officers, and they meet separately with our officers, with our director of internal audit and with our outside accountants. in such meetings of our independent trustees, the chair of the audit committee presides unless the independent trustees determine otherwise. in light of the size of our board and the oversight provided by and involvement of our independent trustees and board committees in the leadership of our company, our board considers that our current leadership structure and conduct combines appropriate leadership with the ability to conduct our business efficiently and with appropriate care and attention.",0
664,804055,2010,"the board of directors periodically reviews its leadership structure to ensure that it remains the optimal structure for our company and our shareowners. since 2008, mr. brock has served as both  cotb  and ceo . as  cotb , mr. brock sets the strategic policies for the board (with input from the presiding director, as discussed further below), presides over the board's meetings, and communicates its strategic findings and guidance to management. in his position as ceo , he has primary responsibility for the day-to-day operations of the company and provides leadership on the company's key strategic objectives. this structure has proven to be an effective one for governing the company, and the board believes this approach has enhanced efficiency in the board's and management's decision-making processes. the board believes that, especially in view of the large size, complexity, and international scope of the company, the combination of these two roles provides more consistent communication and coordination throughout the organization, and better oversight of risk, which results in a more effective and efficient implementation of corporate strategy and is important in unifying the company's strategy. moreover, the board believes that its governance practices provide adequate safeguards against any potential risks that might be associated with having a combined  cotb  and  ceo . specifically: we believe that having a combined ceo and  cotb , coupled with a substantial majority of independent, experienced, and nonmanagement directors, including a presiding director with specified responsibilities on behalf of the independent directors and nonmanagement directors; key board committees comprised entirely of independent directors; and strong and effective corporate governance guidelines provides the right leadership structure for our company and is best for our company and its shareowners at this time. we believe that our approach to risk oversight, as described above, optimizes our ability to assess inter-relationships among the various risks, make informed cost-benefit decisions, and approach emerging risks in a proactive manner for the company. we also believe that our risk structure complements our current board leadership structure, as it allows our independent directors, through the four fully independent board committees and otherwise, to exercise effective oversight of the actions of management, led by mr. brock as  cotb  and ceo , in identifying risks and implementing effective risk management policies and controls. ",1
665,804212,2015,"our board does not have a policy regarding the separation of the roles of ceo and  cotb  as the board believes it is in the best interests of airgas to make that determination based on the position and direction of airgas and the membership of the board. at this time, the board believes that the most effective leadership structure is for peter mccausland to serve as the executive  cotb  and michael molinini to hold the position of president and ceo and to serve as a member of the board. the board believes that airgas continues to benefit from mr. mccausland's experience and expertise in the industrial gas industry. mr. mccausland remains active in our management and serves as a bridge between management and the board, while mr. molinini focuses on implementing airgas strategic vision for the future. mr. mccausland brings to the board leadership, and extensive business, operating, acquisition, finance, business strategy development and policy experience, and tremendous knowledge of our company and the industrial gas industry. in addition, mr. mccausland brings his strategic vision for airgas to the board. his service as a director and as the ceo of airgas has contributed to the effectiveness of the board and creates a critical link between management and the board, enabling the board to perform its oversight function with the benefits of management's perspectives on the business. furthermore, mr. mccausland provides airgas with effective leadership. ",0
666,804328,2013,"the board believes that it should maintain flexibility in its ability to select and revise qualcomm's board leadership structure from time to time. our charter documents and policies do not prevent our chief executive officer from also serving as our chairman of the board. our board evaluates its leadership structure and elects the chairman and the chief executive officer based on the criteria it deems appropriate and in the best interests of the company and its stockholders, given the circumstances at the time of such election. while we have in the past had different persons serving as chairman of the board and chief executive officer, the board believes that it is currently in the best interests of the company and its stockholders for dr. paul jacobs to serve in both roles. in light of dr. jacobs's knowledge of the company and its industry, having him serve as chairman and chief executive officer provides strong unified leadership for the company, enhances communication between management and the board, helps the board focus on matters that management believes are most important and allows him to lead more effectively in executing the company's business plan and strategic initiatives. our board believes that the role of presiding director, which pursuant to our governance principles and practices must be an independent director, provides an appropriate balance in qualcomm's leadership. the presiding director helps ensure a strong, independent and active board. ",1
667,804328,2013,"the board of directors believes that it should maintain flexibility in its ability to select and revise qualcomm's board leadership structure from time to time. our charter documents and policies do not prevent our chief executive officer from also serving as chairman of the board. our board evaluates its leadership structure and elects the chairman and the chief executive officer based on the criteria it deems appropriate and in the best interests of the company and its stockholders, given the circumstances at the time of such election. while we have in the past had different persons serving as chairman of the board and chief executive officer, the board believes that it is currently in the best interests of the company and its stockholders for dr. paul jacobs to serve in both roles. in light of dr. paul jacobs's knowledge of the company and its industry, having him serve as chairman and chief executive officer provides strong unified leadership for the company, enhances communication between management and the board, helps the board focus on matters that management believes are most important and allows him to lead more effectively in executing the company's business plan and strategic initiatives. our board of directors believes that the role of presiding director, which pursuant to our governance principles and practices must be an independent director, provides an appropriate balance in qualcomm's leadership. the presiding director helps ensure a strong, independent and active board. ",1
668,804753,2012,"with respect to the roles of chairman and ceo, the guidelines reserve the right to the board to vest the responsibilities of chairman of the board and ceo in the same individual, and the board has exercised its discretion in combining these positions and appointing neal l. patterson, one of the founders of the company, to serve as chairman and ceo. the board believes that it is in cerner's best interests for the ceo to serve as the chairman of the board in light of mr. patterson's vision as a co-founder of the company and his unique knowledge, experience and relationship with the board, the health care it industry and the company's management. the board believes that the combination or separation of these positions should continue to be considered as part of the succession planning process and that it is important to retain the flexibility to allocate the responsibilities of the offices of chairman of the board and ceo in any manner that it determines to be in the best interests of the company and our shareholders. ",1
669,805264,2012,"the board believes that its leadership structure, including any potential combination or separation of the ceo (' ceo  ') and  cotb  roles, should be determined based upon the specific needs of the company, and what is determined to be in the best interests of the company's stockholders from time to time. as a result, no policy exists requiring either the combination or separation of the  cotb  and ceo leadership roles, and the company's governing documents do not mandate a particular structure. this provides the board with the flexibility to establish what it believes, in the exercise of its judgment, is the most appropriate leadership structure for the company at any given time. the  cotb  provides leadership to the board and works with the board to provide guidance with respect to how the board defines its structure and prioritizes and carries out its duties and responsibilities. in addition to presiding at board meetings and executive sessions of the board, the  cotb 's duties include working with management and the chairmen of the board's various committees to: (i) schedule and call board meetings; (ii) establish the agenda for each board meeting; (iii) review and determine the appropriate materials to be provided to directors; (iv) monitor and address recent developments in corporate governance and the company's assessment of, and responses to, corporate governance issues; (v) encourage and facilitate active and constructive participation from all directors; and (vi) facilitate communications between the board and management. in addition, the  cotb  serves as a conduit for communications from the board to the company's management team, and plays a significant role in overseeing the effectiveness of the company's approach to risk management. the company's  cotb  and ceo offices were combined for a number of years prior to february 2008. in connection with the appointment of mr. carrico as the company's ceo in february 2008, the board determined that, due to, among other things, the unprecedented economic and financial challenges facing the company and the industries in which the company operates, it was in the company's best interests to have the ceo maintain his focus on improving the company's business operations and financial performance, without having to also oversee the management of the board and its activities. at that time, the board elected to separate the ceo and  cotb  positions, and appointed a non-executive  cotb . mr. fleming served as  cotb  from february 2008 through december 2009. mr. noetzel has served as the  cotb  since january 2010. the board believes that a leadership structure that separates the ceo and  cotb  positions continues to be appropriate and in the best interest of stockholders at this time because it allows the ceo to maintain his focus on managing the company's operations, improving the company's financial performance and executing on the company's long-term strategic plan, while the non-executive  cotb  gives attention to the numerous demands and tasks associated with directly managing the board's agendas, activities, committees and meetings. in addition, the board believes this structure strengthens the board's independence. all of the company's directors play an active role in overseeing the company, both at the board and board-committee levels. as set out in the company's corporate governance guidelines, our directors' core responsibility is to exercise their business judgment to act in what they reasonably believe to be the best interests of the company and its stockholders. our board includes one director who serves as a member of the company's executive management team (mr. carrico, our ceo ) and seven non-employee directors. our non-employee directors are skilled and experienced leaders in business, each bringing decades of valuable experience to the board in subject areas that include accounting and finance, legal, capital markets, operations and logistics, and retail sales and marketing. in these roles, our directors have been called upon to review, evaluate and solve a wide range of complex issues, and to develop and implement many challenging and important business initiatives, plans, policies and strategies, which makes them well-qualified to oversee our company, and to provide advice and counsel to our ceo and other senior officers of the company.",0
670,808326,2011,"the board believes it is important to retain its flexibility to allocate the responsibilities of the offices of the  cotb , executive  cotb  of the company, and ceo ( ceo ) of the company in any way that is in the best interests of our company and the shareholders at a given point in time. the board believes that the decision as to who should serve as  cotb , executive  cotb , and ceo , and whether any of these offices should be combined or separate, should be assessed periodically by the board, and that the board should not be constrained by a rigid policy mandating that such positions be separate. in light of the advantages that have resulted from the current leadership structure, the board believes that the most effective and efficient leadership structure for our company at the present time continues to be for mr. richards to serve as both  cotb  and executive  cotb  of the company and for dr. hou to serve as both ceo and as a director. the board may reconsider this determination regarding the board leadership structure from time to time based on changes in the company's circumstances. when the  cotb  is not an independent director, the board is required to designate a lead independent director. the board believes that a lead independent director will provide guidance to the non-management directors in their active oversight of management. the lead independent director is elected annually by the independent directors of the board of directors. the holder of the lead independent director position must rotate at least once every two years. mr. bogomolny is currently serving as lead independent director. the duties of the lead independent director include the following: the board believes that its current leadership structure best facilitates its oversight of risk by combining independent leadership, through the lead independent director, independent board committees, and majority independent board composition, with an experienced senior management team lead by the executive  cotb  and  cotb  and ceo who have intimate knowledge of our business, history, and the complex challenges we face. the executive  cotb  and  cotb 's and ceo 's in-depth understanding of these matters and involvement in the day-to-day management of the company uniquely positions them to promptly identify and raise key business risks to the board, call special meetings of the board when necessary to address critical issues, and focus the board's attention on areas of concern. the lead independent director, independent committee chairs and members, and other directors also are experienced professionals or executives who can and do raise issues for board consideration and review and who are not hesitant to challenge management. the board believes there is a well-functioning and effective balance between the lead independent director, non-management board members, and the executive  cotb  and  cotb  and ceo , which enhances risk oversight. the shareholders are being asked to approve a possible reverse stock split of our outstanding common stock in the range of from 2:1 to10:1 (or more plainly stated, the range would be as low as from two existing shares to be exchanged for one new share, to as high as ten existing shares to be exchanged for one new share), as determined in the sole discretion of the board of directors. the board of directors has adopted a resolution (i) declaring the advisability of a possible reverse stock split in the range of 2:1 to 10:1, and a corresponding reduction in the number of authorized shares of the company's common stock, subject to shareholder approval, (ii) in connection therewith, approving a form of amendment to our restated certificate of incorporation to effect such a reverse stock split, subject to shareholder approval, and (iii) authorizing any other action the board of directors deems necessary to effect such a reverse stock split, without further approval or authorization of the company's shareholders. if the proposed reverse stock split is approved, our board of directors would have the discretion to elect, as it determines to be in the best interests of the company and its shareholders, to effect the reverse stock split at any exchange ratio within the range at any time before the date of our next annual meeting of shareholders. the board of directors may elect not to implement the approved reverse stock split at its sole discretion. the board of directors believes that approval of a proposal granting this discretion to the board of directors provides the board of directors with appropriate flexibility to achieve the purposes of the reverse stock split, if implemented, and to act in the best interests of the company and its shareholders. the amendment to the restated certificate of incorporation is attached as exhibit a to this proxy statement. the board of directors believes that it is in the best interests of our shareholders for the board of directors to obtain the authority to implement a reverse stock split. in determining the advisability of a reverse stock split, the board of directors considered the following anticipated benefits: the board of directors believes that shareholder approval of a range of potential exchange ratios (rather than a single exchange ratio) is in the best interests of our shareholders because it provides the board of directors with the flexibility to achieve the desired results of the reverse stock split and because it is not possible to predict market conditions at the time the reverse stock split would be implemented. if the shareholders approve this proposal, the board of directors would carry out a reverse stock split only upon the board of directors determination that a reverse stock split would be in the best interests of the shareholders at that time.the board of directors would then set the ratio for the reverse stock split in an amount it determines is advisable and in the best interests of the shareholders considering relevant market conditions at the time the reverse stock split is to be implemented. in determining the ratio, following receipt of shareholder approval, the board of directors may consider, among other things: the text of the amendment to the restated certificate of incorporation is subject to modification to include such changes as the board of directors deems necessary and advisable to effect the reverse stock split, including the applicable ratio for the reverse stock split. if the board of directors elects to implement the reverse stock split, the number of issued and outstanding shares of our common stock would be reduced in accordance with the selected exchange ratio for the reverse stock split, and the number of authorized shares of the common stock would also be reduced in the same proportion. the number of authorized shares of preferred stock would remain unchanged. the reverse stock split would become effective upon filing the amendment to the restated certificate of incorporation with the new jersey secretary of state. no further action on the part of shareholders would be required to either effect or abandon the reverse stock split. if the board of directors does not implement the reverse stock split prior to the date of our next annual meeting of shareholders, the authority granted in this proposal to implement the reverse stock split will terminate. the board of directors reserves its right to elect not to proceed and abandon the reverse stock split if it determines, in its sole discretion, that this proposal is no longer in the best interests of our shareholders. the board of directors recommends approval of the amended plan. if the shareholders approve the amended plan, it will allow our company to offer an increased variety of equity incentives and to provide sufficient reserves of shares, based on our current business plans, to ensure the company's ability to continue to provide new hires, employees, and management with an equity stake in the company over the next year. the board of directors believes that adopting the amended plan is in the best interests of the company and the shareholders. in the event this proposal is not approved by our shareholders, and as a consequence we are unable to continue to make equity grants at competitive levels, the board of directors believes that it will negatively affect our ability to meet our need for highly qualified personnel and our ability to manage future growth. our board of directors has determined that an annual advisory vote on executive compensation will allow our shareholders to provide timely, direct input on the company's executive compensation philosophy, policies and practices as disclosed in the proxy statement each year. the board believes that an annual vote is therefore consistent with the company's efforts to engage in an ongoing dialogue with our shareholders on executive compensation and corporate governance matters.",0
671,808362,2011,"the board has five standing committees: audit/ethics, compensation, governance, finance and executive. other than the executive committee and the finance committee, all of the board committees are comprised solely of independent non-management directors. each of the five committees has a different chairperson. the chairperson of the audit/ethics committee, the compensation committee, the finance committee and the governance committee are each independent non-management directors. our corporate governance guidelines require the election, by the independent non-management directors, of a lead director who (i) presides at all meetings of the board of directors at which the chair is not present, including executive sessions of independent non-management directors; (ii) serves as liaison between the chairperson and the independent non-management directors; (iii) has the authority to call meetings of the independent non-management directors; and (iv) consults with the chairperson on agendas for board meetings and other matters pertinent to the company and the board. the governance committee reviews and recommends to the board a director to serve as lead director. john riley is the current lead director. the independent non-management directors hold executive sessions at every regularly scheduled board meeting and at such other times as the board deems appropriate. our board leadership structure is utilized by numerous public companies in the united states, and we believe that it provides the optimal balance and is an effective leadership structure for the company. since joining the company in october 2004, chad deaton has served as chairman of the board and chief executive officer. the board believes that having mr. deaton act in both these roles provides the company with consistent leadership, both with respect to the company's operations and the leadership of the board. in particular, having mr. deaton act in both these roles increases the timeliness and effectiveness of the board's deliberations, increases the board's visibility into the day-to-day operations of the company, and ensures the consistent implementation of the company's strategies. ",1
672,809248,2012,"our board of directors believes that our current model of separate individuals serving as  cotb  and as ceo is the appropriate leadership structure for us at this time. the board of directors believes that each of the possible leadership structures for a board has its particular pros and cons, which must be considered in the context of the specific circumstances, culture and challenges facing a company, and that such consideration falls squarely on the shoulders of a company's board and necessitates a diversity of views and experiences. the board of directors has determined that having an independent director serve as  cotb  is in the best interest of our stockholders at this time. this structure ensures a greater role for the independent directors in the oversight of fiesta restaurant group, active participation of the independent directors in setting agendas and establishing the board of directors priorities and procedures, including with respect to our corporate governance. further, this structure permits the ceo to focus on the management of our day-to-day operations and the execution of our strategy, while at the same time participating in the establishment of such strategy in his capacity as an employee director.",0
673,811240,2011,"the positions of our principal executive officer and the  cotb  of our board are served by one individual, mr. federico pignatelli. our board provides oversight of our risk exposure by receiving periodic reports from management regarding matters relating to financial, operational, legal, and strategic risks and mitigation strategies for such risks, currently provided to the board on a monthly basis. as mr. pignatelli is an officer of the company, he does not serve on the audit, compensation, nominating and corporate governance, or quality and compliance committees of the board. the board believes that the existing leadership structure of the board and its committees is appropriate based on the size of the board and the company's current circumstances. ",1
674,811596,2012,"mr. hockema, our president and  ceo , serves as the  cotb , and dr. osborne serves as our lead independent director. we believe that mr. hockema's experience with our company and in the metals industries, the independence of the other directors, our governance structure and the interaction between and among mr. hockema, our lead independent director and the other directors make our board leadership structure the most appropriate for our company and our stockholders. as a result of his substantial experience with our company and in the metals industries, mr. hockema is uniquely qualified to provide clear leadership for our company and a single point of accountability. our corporate governance guidelines and governance structure require an independent lead director selected by a majority of the independent directors, thereby ensuring that there is independent leadership within our board of directors and allowing our independent directors to function as a body distinct from management and to evaluate the performance of mr. hockema and our management independently and objectively. in addition, each of the audit, compensation and nominating and corporate governance committees consist solely of independent directors. under our corporate governance guidelines, each member of our board of directors may submit items to be included on the agenda for any meeting of our board of directors and raise subjects that are not on the agenda at any meeting of our board of directors, and our independent directors are required to meet at least quarterly in executive sessions at which only independent directors are present. our lead independent director establishes the agenda for executive sessions, may call a meeting of independent directors upon the request of a majority of independent directors and serves as a liaison between our independent directors and our  ceo . our lead independent director has other responsibilities that the independent directors designate, presides at meetings of our independent directors, solicits advice and input from our independent board members, and routinely meets and confers with our ceo to address comments, issues and areas of interest expressed or identified by our independent directors, to assess the governance of our board of directors and our company, and to review board responsibilities, meeting schedules, meeting agenda and information requested or otherwise provided to our directors routinely or in connection with meetings of our board of directors. the chair of each committee of our board of directors serves as a liaison to keep the full board of directors and our ceo apprised of the work performed by such committee at each of our regularly scheduled board meetings and as otherwise required. finally, under our bylaws, special meetings of our board of directors may be called by a majority of the board members, nine of 10 of whom are currently independent. we encourage direct communication among our directors and with our ceo before, during and after formal board and committee meetings and facilitate those communications around our scheduled meetings. our directors also have full access to our officers, employees and advisors. the nominating and corporate governance committee of our board of directors is specifically charged with responsibility for, among other things, identifying new director candidates, evaluating incumbent directors, evaluating our  ceo , evaluating stockholder recommendations, recommending nominees for election at annual stockholder meetings, reviewing our corporate governance guidelines and assisting in management succession. we have policies in place to identify, assess and manage potential risks and to continually review the procedures that we have designed and implemented to mitigate such risks. we believe that our board of directors provides effective oversight of the risk management function. under its charter, the audit committee of our board of directors is responsible for discussing our management policies, including, without limitation, the steps to be taken to monitor and control our major financial risk exposures. in addition, our full board of directors is actively engaged in the review and assessment of our risk management policies, conducts a comprehensive review at least annually during a regularly scheduled board meeting and routinely requests that specific risk-related items be included on board and committee meeting agendas. in 2009, we began an enterprise risk management project to formally identify, categorize and assess our risks and risk mitigation strategies and routinely report the status of the project to the audit committee and the full board of directors. this process is continuing.",1
675,812011,2011,"currently, the positions of  cotb  and ceo of the company are held by the same person, mr. katz. when the  cotb  is a non-independent director, the independent directors elect an independent director to serve in a lead capacity. mr. katz serves as  cotb  and mr. hernandez serves as our lead independent director, or lead director. the board has adopted a charter of the lead independent director, which is available as appendix a to the corporate governance guidelines, which are available in the 'investor relations' section of the company's website under 'corporate governance' at",1
676,812074,2010,"the company has no fixed policy on whether the roles of  cotb  and ceo should be separate or combined, with this decision being made based on the best interests of the company considering the circumstances at the time. currently, these roles are combined with mr. stroucken serving as both the  cotb  and the  ceo . mr. stroucken possesses detailed and indepth knowledge of the issues, opportunities and challenges facing the company and its business and is responsible for the day- to- day operation of the company. therefore, the board believes that mr. stroucken is best positioned to efficiently develop agendas that ensure that the board's time and attention are focused on the most critical matters and to execute strategic plans effectively. the company's corporate governance guidelines provide that the chair of the nominating/corporate governance committee, who is an independent member of the board, serve as lead director. the lead director acts as a key liaison with the  ceo , assists the  cotb  in setting the board agenda, chairs executive sessions of the board, and communicates board member feedback to the  ceo . in addition, the company's non- management directors meet in regularly scheduled executive sessions without any members of management present. the purpose of these executive sessions is to promote open and candid discussion among the non- management directors. the board believes this approach appropriately and effectively complements the combined role of  cotb  and  ceo . the board recognizes that an important part of its responsibilities is to evaluate the company's exposure to risk and to monitor the steps management has taken to assess and control risk. the board primarily oversees risks through committees of the board, particularly through the risk management committee and the audit committee, as discussed in the description of the risk management committee below, and in the charters of each committee. the committees report to the board and matters of particular importance or concern, including any significant areas of risk faced by the company, are discussed by the entire board. in addition, the board annually meets with the company's regional presidents to review risk exposure with respect to the company's strategic plans and objectives, in order to improve long- term organizational performance",1
677,812074,2011,"the company has no fixed policy on whether the roles of  cotb  and ceo should be separate or combined, with this decision being made based on the best interests of the company considering the circumstances at the time. currently, these roles are combined with mr. stroucken serving as both the  cotb  and the  ceo . mr. stroucken possesses detailed and in-depth knowledge of the issues, opportunities and challenges facing the company and its business and is responsible for the day-to-day operation of the company. therefore, the board believes that mr. stroucken is best positioned to efficiently develop agendas that ensure that the board's time and attention are focused on the most critical matters and to execute strategic plans effectively. the company's corporate governance guidelines provide that the chair of the nominating/corporate governance committee, who is an independent member of the board, serve as lead director. the lead director acts as a key liaison with the  ceo , assists the  cotb  in setting the board agenda, chairs executive sessions of the board, and communicates board member feedback to the  ceo . in addition, the company's non-management directors meet in regularly scheduled executive sessions without any members of management present. the purpose of these executive sessions is to promote open and candid discussion among the non-management directors. the board believes this approach appropriately and effectively complements the combined role of  cotb  and  ceo .",1
678,812701,2014,".' each year, the audit committee evaluates the performance of the independent registered public accounting firm and recommends to the board the retention or, if appropriate, replacement of the independent registered public accounting firm. the audit committee also carries out other assignments given to it from time to time by the board. although the board has no fixed policy with respect to the separation of the offices of  cotb  and  ceo , mr. schofield currently serves as the  cotb  and mr. dearth serves as the company's president and  ceo . the board believes that the company and its stockholders benefit from the leadership, judgment, and experience of the  cotb , mr. schofield, and the president and  ceo , mr. dearth, both of whom share a vision for the company that is consistent with the board's philosophy. as previously disclosed, mr. schofield will be retiring at the end of his current term as a director and will step down as  cotb  effective may 1, 2014. the board has appointed mr. dearth to assume the role of  cotb  (in addition to his current positions) at that time. the board has appointed mr. rupert as the company's independent lead director, effective may 1, 2014. the board believes that mr. rupert is a strong advocate for the company's stockholders and that he and mr. dearth will work well together. the company has established a risk management committee, which consists of members of middle and upper management and is responsible for identifying risks to the company, developing a plan to address those risks and overseeing the implementation of such plan and the mediation of additional risks as they arise. the audit committee has oversight responsibility for the risk management committee, which includes an annual assurance that there is an enterprise risk management plan and risk assessment, periodic review of the progress against the enterprise risk management plan and assurance that the board is aware of the risk assessment results and conclusions about risk tolerance and mitigation. each year, the full board receives a report on the progress of the enterprise risk management plan. ",1
679,812900,2013,"pursuant to our charter and our bylaws, our board of directors must consist of at least one but no more than 18 directors, but the exact number is set by the board. currently, the board of directors has fixed the size of the board at nine; however, the board of directors, in accordance with the company's charter and bylaws, may increase or decrease the size of the board of directors in the future. at our 2010 annual meeting of shareholders, shareholders approved amendments to our charter to provide for the declassification of the board and the annual election of directors. as such, beginning with the 2013 annual meeting, our board of directors is no longer classified. our current board leadership structure comprises a combined position of  cotb  and  ceo , an independent director serving as lead director and seven other independent directors. stephen i. sadove serves as  cotb  and  ceo , and donald e. hess serves as lead director. the  cotb  presides over meetings of the board of directors, presides over annual meetings of shareholders, consults and advises the board of directors and its committees on the business and affairs of the company, and performs other duties and responsibilities as may be assigned by the board from time to time. the ceo is in charge of both overseeing the company's day-to-day operations and establishing and leading the execution of the company's long-term strategic objectives, subject to the overall direction and supervision of the board of directors and its committees. the lead director is charged with presiding at all meetings of non-employee directors, leading the evaluation of the performance of the ceo and the board and its committees, encouraging and facilitating active participation of all directors in board meetings, consulting with the ceo and other members of the board on meeting topics and agendas, acting as a liaison between shareholders and the board where appropriate, and performing other duties requested by the other non-employee directors from time to time. as part of each regularly scheduled board meeting, the non-employee directors meet without the ceo or any other members of management present. these meetings are led by mr. hess and allow non-employee directors to discuss privately issues of importance to the company, including general business matters or management issues. each of the board committees is chaired by independent directors and comprises only independent directors. at each regularly scheduled committee meeting, the non-employee committee members meet in executive session under the leadership of the committee chair, without the ceo or any other members of management present. the board believes that this leadership structure a combined  cotb  and  ceo , an independent lead director, independent non-employee directors and committees led by independent directors is the optimal structure for the company at this time. since the ceo has the most extensive knowledge of the various aspects of our business, the board has concluded that he is in the best position to lead most effectively and to serve in the key position of  cotb . in addition, since the ceo is directly involved in managing both the day-to-day operations and long-term strategic initiatives of the company, having a  cotb  who also serves as the ceo allows efficient and effective communication with the board on important business matters in light of the complexity of our industry and our business. in addition, the board believes that having a single, highly-regarded and capable individual in both roles enables the company to be represented by a single voice to outside constituencies, especially its vendor community. the board believes that leadership of both the board and the company by mr. sadove is the best structure to lead the company in the achievement of its goals and objectives. the board also believes there is a very effective balance between strong, capable executive leadership and appropriate oversight by non-employee directors.",1
680,814184,2010,"the board believes that this leadership structure is appropriate given tcf's characteristics and present circumstances. it has enabled tcf to attract and retain a strong  ceo , and the company has achieved extraordinary success under his leadership. it avoids any lack of clarity over who runs the company and results in a board leader with greater substantive knowledge of the company and the industry in which it operates than would otherwise be the case. the board believes all of these considerations provide value for the company's stockholders. furthermore, the current leadership structure has been in place most of the time since the company's inception and, while it is not to say that the board would not change it in the future under appropriate circumstances (e.g., in connection with a management succession), the board does not believe that splitting the roles of  cotb  and ceo in the present circumstances would result in any improvement in company performance. the board believes that the current arrangement also provides for adequate independent oversight of the company. for example, there is already a significant emphasis on board independence. currently, nine of the board's thirteen members (69%) meet the independence requirements under nyse rules and the company's own independence requirements; these independent directors regularly meet in executive session without management. the members of the board's compensation/nominating/corporate governance committee and the audit committee, including their respective chairs, are comprised entirely of directors meeting these independence requirements who, in addition to the  cotb , serve in oversight roles. through these committees, the board is actively involved in oversight of risk, compliance, possible conflicts of interest and related party transactions, and business results. the compensation/nominating/corporate governance committee is also specifically responsible for an annual review of the  ceo 's performance and compensation. board members have complete access to management and outside advisors; thus, the  cotb  is not the sole source of information for the board. pursuant to the board's communications with directors policy, stockholders and other interested parties have access to any director individually and to the independent directors as a group.. the same person serves as both the principal executive officer of the company and  cotb . the board does not have a lead director as such, although the chair of the compensation/nominating/corporate governance committee presides at meetings of the non-management and independent directors. ",1
681,814453,2010,"over the past few years, the board has responded to several governance issues of interest to stockholders. in 2006, the board terminated its shareholder rights plan, or poison pill, and adopted a formal procedure in its corporate governance guidelines to address and respond to successful stockholder proposals. in 2007, the board implemented majority voting for directors; in 2008, stockholders approved a board- recommended proposal to eliminate supermajority voting requirements in the company's charter documents; and in february 2010 the board adopted a ""clawback"" policy with respect to the incentive compensation of executive officers. the positions of chairperson of the board and ceo are usually held by different persons. the board believes that this combination has served the company well for many years. however, the board is free to make this choice at any time and in the manner it determines to be best for the company under the then existing circumstances. should the chairperson position be held by the ceo, the board will appoint a lead director.",0
682,814549,2010,"board leadership structure robin raina serves as both the CEO as well as  COTB  of ebix. we combine this traditional leadership structure with a board structure in which mr. raina is the only non-independent director. the board believes its members have no reticence about forcefully expressing their views while at the same time fully and fairly considering the views of their fellow directors, and that the members of the board have the experience and ability to critically evaluate the performance of our CEO and cotb and in implementing the strategic, as well as day to day, goals of the company. although the board periodically evaluates alternative board governance models and refinements to the existing structure, it believes, after assessing the current service of the company's CEO and cotb and the current composition of the board, that the current board leadership structure is appropriate for the company. ",0
683,815094,2010,"board leadership CEO and  COTB . our board does not have a formal policy regarding whether the same person should serve as both the CEO and  COTB  and believes that it should retain the flexibility to make this determination in the manner it believes will provide the most appropriate leadership for our company from time to time. the  COTB  is elected annually by the directors of the company. currently, our  CEO , mr. minogue, serves as  COTB  of our board of directors. lead director. in october 2005, our board of directors designated dorothy puhy as its first lead director. the position of lead director is to be held by one of our independent directors and carries with it responsibilities beyond those of the other directors, including but not limited to: organizing and chairing a session with our independent directors to occur once each board meeting; working with the compensation committee to set performance goals for our CEO and to evaluate the CEO 's performance for the prior year; working with the  COTB  to formulate the agenda for board meetings; acting as a liaison between the  COTB  and the board of directors; and leading with the CEO in an annual discussion of succession planning. ",0
684,815097,2010,"the boards believe that the separation of the roles of  cotb  and ceo is best addressed as part of the succession planning process, and that it is in the best interests of carnival corporation & plc and its shareholders for the boards to make an appropriate determination, consulting with shareholders as appropriate, as and when a new  cotb  or ceo may be nominated in the future. ",1
685,815556,2012,"mr. kierlin has been the  cotb  since fastenal's incorporation, and served as ceo from 1968 through december 2002, and president from 1968 through july 2001. although the roles of  cotb  and ceo have been separated since 2003, in the view of the board, the advisability of continued separation of these roles will depend upon specific circumstances and the experience and background of the company's leadership. separation of the two offices is not mandated by the company's corporate governance guidelines. as non-executive  cotb , mr. kierlin is the primary liaison between the ceo and the other independent directors and provides strategic input and counseling to the  ceo . with input from the other board members, committee chairs and management, he develops the agenda for board meetings, sets board meeting schedules, presides over meetings of the board, and assigns leadership responsibilities for executive sessions of the independent directors. as the company's founder, former president and  ceo , and as board  cotb  and member for over forty years, mr. kierlin has extensive knowledge of the company and the industry, and its opportunities and challenges, and has a productive working relationship with the ceo and other senior management members.",0
686,816159,2013,"the board separated the positions of  cotb  and ceo in july 2003. maintaining separate positions allows our ceo to focus on developing and implementing the company's business plans and supervising the company's day-to-day business operations and allows our  cotb  to lead the board in its oversight and advisory roles. because of the many responsibilities of the board and the significant time and effort required by each of the  cotb  and the ceo to perform their respective duties, the company believes that having separate persons in these roles enhances the ability of each to discharge those duties effectively and, as a corollary, enhances the company's prospects for success. the board also believes that having separate positions provides a clear delineation of responsibilities for each position and fosters greater accountability of management. at this time, the board has determined for the foregoing reasons that its leadership structure is appropriate and in the best interests of the company's stockholders. the company will continue to periodically evaluate whether this leadership structure best serves the company and its stockholders.",0
687,816284,2010,"our leadership structure includes the positions of chairman of the board, chief executive officer, president and chief operating officer. sol j. barer serves both as our chairman and chief executive officer. robert j. hugin serves as our president and chief operating officer. 14 in his position as chairman, dr. barer is responsible for setting the agenda and priorities of the board of directors. as chief executive officer, dr. barer leads our day- to- day business operations and is accountable directly to the full board of directors. as chief executive officer, dr. barer has day- to- day responsibility, together with mr. hugin, as chief operating officer, for our management operations and for general oversight of our business and the various management teams that are responsible for our day- to- day operations. we believe that this leadership structure is appropriate for our company as it enhances our company oversight by utilizing the corporate responsibilities of both the chief executive officer and chief operating officer. additionally, dr. barer's dual capacity as chief executive officer and chairman facilitates the performance by our board of directors of its oversight role over our business operations. in june 2007, michael d. casey was designated lead independent director. as lead independent director, mr. casey provides guidance concerning the agenda for each board meeting, presides over and chairs executive sessions of the non- employee directors that are held on a regular basis, communicates with the chairman/chief executive officer after each executive session of the non- employee directors to provide feedback and to effectuate the decisions and recommendations of the non- employee directors, and acts as an intermediary between the non- employee directors and management on a regular basis and when communication out of the ordinary course is appropriate. in connection with our succession planning process and in order to facilitate dr. barer's retirement and the corresponding transition, the board of directors determined that the positions of the chief executive officer and chairman should be held by two separate individuals. effective immediately after the annual meeting on june 16, 2010, dr. barer will be the executive chairman of the board of directors and mr. hugin will be our new chief executive officer. as part of this transition, dr. barer will become non- executive chairman of the board of directors commencing on january 1, 2011 and ending immediately after our 2011 annual meeting of stockholders. we believe that this new leadership structure is appropriate, as dr. barer will continue to bring his extensive leadership experience and knowledge of our business and industry to his position as chairman of the board of directors and mr. hugin will bring his extensive executive and leadership experience to his position as chief executive officer",1
688,816284,2010,"board leadership structure our leadership structure includes the positions of  COTB ,  CEO , president and chief operating officer. sol j. barer serves both as our  COTB  and  CEO . robert j. hugin serves as our president and chief operating officer. in his position as  COTB , dr. barer is responsible for setting the agenda and priorities of the board of directors. as  CEO , dr. barer leads our day-to-day business operations and is accountable directly to the full board of directors. as  CEO , dr. barer has day-to-day responsibility, together with mr. hugin, as chief operating officer, for our management operations and for general oversight of our business and the various management teams that are responsible for our day-to-day operations. we believe that this leadership structure is appropriate for our company as it enhances our company oversight by utilizing the corporate responsibilities of both the CEO and chief operating officer. additionally, dr. barer's dual capacity as CEO and  COTB  facilitates the performance by our board of directors of its oversight role over our business operations. in june 2007, michael d. casey was designated lead independent director. as lead independent director, mr. casey provides guidance concerning the agenda for each board meeting, presides over and chairs executive sessions of the non-employee directors that are held on a regular basis, communicates with the  COTB / CEO  after each executive session of the non-employee directors to provide feedback and to effectuate the decisions and recommendations of the non-employee directors, and acts as an intermediary between the non-employee directors and management on a regular basis and when communication out of the ordinary course is appropriate. in connection with our succession planning process and in order to facilitate dr. barer's retirement and the corresponding transition, the board of directors determined that the positions of the CEO and  COTB  should be held by two separate individuals. effective immediately after the annual meeting on june 16, 2010, dr. barer will be the executive  COTB  and mr. hugin will be our new  CEO . as part of this transition, dr. barer will become non-executive  COTB  commencing on january 1, 2011 and ending immediately after our 2011 annual meeting of stockholders. we believe that this new leadership structure is appropriate, as dr. barer will continue to bring his extensive leadership experience and knowledge of our business and industry to his position as  COTB  and mr. hugin will bring his extensive executive and leadership experience to his position as  CEO . ",1
689,816284,2011,"in light of our recent change in executive leadership, the board of directors concluded that it is consistent with past practice and in the best interests of the company and its stockholders to combine the positions of chairman and chief executive officer. accordingly, assuming that the director nominees are elected to the board at the annual meeting, mr. hugin will hold the positions of both chairman and chief executive officer. the independent directors believe that the company's current model of the combined chairman/ceo role in conjunction with the independent lead director position is the appropriate leadership structure for the company at this time. the independent directors believe that each of the possible leadership structures for a board has its particular pros and cons, which must be considered in the context of the specific circumstances, culture and challenges facing a company. the independent directors believe that the combined chairman/ceo model is a leadership model that has served our stockholders well in the past and will continue to do so in the future. additionally, given the exceptional abilities and strengths of each of our board members, the concentration of functions will continue to promote a culture of transparency and accountability that has guided, and will continue to guide, our successful performance. our leadership structure is periodically reviewed to ensure that it is appropriate for our company given the facts and circumstances at the time of review. the independent directors believe that the combined chairman/ceo position, together with the independent lead director, has certain advantages over other board leadership structures that continue to best meet the company's current needs, including: efficient communication between management and the board; clear delineation of the independent lead director's and other independent directors oversight roles from the chairman/ceo's and other management's day-to-day operational roles; to ensure that all key and appropriate issues are discussed by the board in a timely and constructive manner; clarity for the company's key stakeholders on corporate leadership and accountability; and the chairman possessing the best knowledge of the company's strategy, operations and financial condition and, in turn, the ability to communicate that to external stakeholders. as discussed elsewhere this proxy statement, the independent directors come from a variety of organizational backgrounds with significant experience with a wide range of leadership and management structures. the makeup of the company's board puts it in a very strong position to evaluate the pros and cons of the various types of board leadership structures and to ultimately decide which one will work in the best interests of the company's stakeholders. as chief executive officer and president, mr. hugin is accountable directly to the full board of directors and has day-to-day responsibility for our business operations and for general oversight of our business and the various management teams that are responsible for our day-to-day operations. we believe that the combined chairman/ceo leadership structure is appropriate for our company as it enhances our company oversight by utilizing the corporate responsibilities of our chief executive officer who has also served, in the past, as our chief financial officer and chief operating officer. ",1
690,816761,2012,"while our governance guidelines do not require that our chairman and chief executive officer positions be separate, our board believes that having separate positions and having an independent director serve as chairman is the appropriate leadership structure for us at this time and demonstrates our commitment to good corporate governance. our board is led by an independent chairman, mr. ringler. our chief executive officer, mr. koehler, is the only member of the board who is not an independent director. we believe that this leadership structure enhances the accountability of the chief executive officer to the board, strengthens the board's independence from management and benefits independent risk oversight of the company's day-to-day risk management activities. in addition, separating these roles allows mr. koehler to focus his efforts on running our business and managing the company in the best interests of our stockholders, while we are able to benefit from mr. ringler's prior experience as a  cotb  of other public company boards. ",0
691,817135,2014,"below is information about the class i nominees and our other current directors, including their principal occupations, business experience, directorships in other public companies and information about their specific experience, qualifications, attributes or skills that led to the conclusion that they should serve as directors in light of our structure and business. if for any reason any of the nominees should be unavailable to serve, proxies solicited by this proxy statement may be voted for a substitute as well as for the other nominee. the board, however, expects each of the nominees to be available to serve if elected. there are no family relationships among any of our directors or executive officers. the board does not have a policy with respect to whether the role of the  cotb  and the ceo should be separate and, if it is to be separate, whether the  cotb  should be selected from the non-employee directors or be an employee. mr. buckelew currently serves as the  cotb  and mr. tomlinson currently serves as  ceo . the board has determined that this is the appropriate leadership structure for the company at this time because it permits our new ceo to focus on setting the strategic direction of the company and the day-to-day leadership and performance of the company, while permitting the  cotb  to focus on providing independent guidance to the ceo and setting the agenda for board meetings. the board also believes that separation of the ceo and  cotb  roles assists the board in providing robust discussion and evaluation of strategic goals and objectives. this is particularly true given the stockholder composition of alliance. our board includes three members designated by oaktree and mts, which collectively own approximately 51% of our outstanding common stock. as a result, mr. buckelew's and mr. tomlinson's authority is balanced by the strong presence of the oaktree/mts board designees, messrs. bendikson, harmon and lane, whose interests are aligned with those of our stockholders as representatives of our major stockholder. furthermore, five of our nine directors are independent under nasdaq rules and contribute independent oversight to the board. we do not have a formally designated lead director, although in practice certain directors do from time to time assume a lead director role depending on the matter being considered by the board. our board acknowledges that no single leadership model is right for all companies at all times. as such, our board periodically reviews its leadership structure and may, depending on the circumstances, choose a different leadership structure in the future.",0
692,818479,2012,"in general, the board believes the combined role of chairman and ceo promotes unified leadership and direction for the company, which allows for a single, clear focus for management to execute the company's strategy and business plans. this leadership structure has served the company well and has resulted in the continued progress on the company's strategic plan and growth and financial success of the company. the board believes that these results are, in part, the product of the unified and focused leadership of its chairman and ceo. ",1
693,819050,2011,"our  cotb  position is a non-executive position and is separate from the position of  ceo . separating these positions allows our ceo to focus on our day-to-day business, while allowing the  cotb  to lead our board in its fundamental role of providing advice to and independent oversight of management. our board recognizes the time, effort and energy that the ceo is required to devote to his position in the current business environment, as well as the commitment required to serve as our  cotb , particularly as the board's oversight responsibilities continue to grow. our board believes that having separate positions, with an independent, non-executive director serving as  cotb , is the appropriate leadership structure for our company at this time and allows each of the positions to be carried out more effectively than if one person were tasked with both the day-to-day oversight of our business as well as leadership of our board. the board has an active role in overseeing the company's risk management. the board regularly reviews information presented by management regarding the company's business and operations risks, including those relating to liquidity, regulatory and compliance, and monitors risk through board reports and discussions regarding risk at board meetings. the board also reviews and approves corporate goals and budgets on an annual basis. further, pursuant to its charter, the audit committee reviews with the board any issues that may arise in the performance of its duties, including those relating to the quality or integrity of the company's financial statements, the company's compliance with legal or regulatory requirements and its code of business conduct and ethics. the compensation committee monitors risk related to compensation policies and the nominating/governance committee monitors risk related to governance and succession planning.",0
694,819793,2013,"since becoming a public company in 1984, the company has at times operated under a traditional u.s. board leadership structure (with the roles of ceo and  cotb  combined), while at other times the positions of the  cotb  and the top executive officer have been separated. dr. morone's predecessor as  ceo , frank r. schmeler, served as  cotb  and ceo from 2000 until early 2006. from august 2003 until early 2006, thomas r. beecher, jr. served as the company's nonmanagement lead director. dr. morone was appointed as president in 2005, and became ceo at the beginning of 2006. at that time, the board determined that it would be desirable for the company's departing  ceo , frank schmeler, to remain in the position of  cotb , in a nonmanagement capacity. mr. schmeler stepped down as  cotb  in may of 2008, and was succeeded by erland e. kailbourne, who by that time had more than nine years of experience serving on our board, had previously served as  cotb  and ceo of fleet bank (new york region), and had acquired years of experience and service on several other public and private company boards. at the same time, john standish, having resigned from his management position with the company, was elected vice  cotb . the board of directors expects the  cotb  to function as a liaison and independent conduit between the members of the board and the company's ceo between meetings of the board, and to preside over meetings of, and provide leadership to, the nonmanagement members of the board. the  cotb  is also primarily responsible for setting board meeting agendas, in cooperation with the ceo and secretary. (other responsibilities of the  cotb  are described in the company's corporate governance guidelines. the  cotb  is also empowered to delegate some of these duties, in his or her discretion, to a vice  cotb .) the board has found that having a nonmanagement director function in this role, whether as a lead director or as  cotb , facilitates communication, helps ensure that issues of concern to nonmanagement directors are given an opportunity for discussion at meetings, and contributes generally to a more effective use of management and board time. the board also believes the current board leadership has served the company well during dr. morone's tenure as  ceo , allowing him to devote his attention to the management of the company during what has been a challenging and dynamic period. the board engages in an annual self-evaluation process to determine whether the board is discharging its responsibilities and operating effectively, and to consider changes in membership, structure, or process that could improve performance. while we believe that the current board leadership structure is appropriate for the company at the present time, it is possible that alternative board leadership structures, including those that combine the offices of  cotb  and  ceo , could be appropriate for the company under different circumstances.",0
695,819913,2011,"mark e. schwarz serves as the executive  cotb  of the company. in such capacity, he functions as both the  cotb  and an executive officer with responsibilities for corporate strategy, capital allocation and management of the company's investment portfolio. mark j. morrison serves as the president and ceo of the company but is not a director. the board believes that this leadership structure is appropriate because it permits mr. schwarz to provide board leadership independent of operational management, while still providing the company the benefit of his business and investment expertise. as a result, the board believes that all directors are able to objectively evaluate the management and operations of the company. the board also believes that, as a result of his significant beneficial ownership of common stock, mr. schwarz's role as executive  cotb  enhances the focus of the board on building shareholder value. (see,",0
696,820027,2011,"our board of directors determines which leadership structure best serves its needs and those of our shareholders. currently, mr. cracchiolo serves as both the  cotb  of the board of directors and the ceo of the company. ms. marshall, the  cotb  of the board's nominating and governance committee, currently serves as the board's presiding director. recognizing that the company's or the board's circumstances may change, the board has no policy with respect to the separation of the offices of the  cotb  and  ceo . as stated in our corporate governance guidelines, ""the board believes that this issue is part of the succession planning process, which is overseen by the compensation and benefits committee, and that it is in the best interests of the company to make a determination when it elects a new  ceo ."" the board believes that mr. cracchiolo's service as both  cotb  and ceo has the following advantages for the company given the specific characteristics or circumstances of the company: the preparation for board meetings, particularly the format and content of board presentations, is very efficient; there is a single source of leadership and authority for the board; there is no need to incur additional costs by providing a separate  cotb  with administrative support and increased compensation; and mr. cracchiolo's intimate knowledge of the company's strategy and day- to- day operations allows him to coordinate board communications and actions quickly. the role of the board's presiding director is an important part of the board's leadership structure. at other companies, this role may be called a ""lead director."" our corporate governance guidelines assign the following duties to the presiding director: preside over executive sessions of non- management and independent directors; serve as principal liaison between the board's  cotb  and ceo on sensitive issues; and preside at meetings of the board of directors in the event of the  cotb 's unavailability. in addition to the presiding director, our board has adopted a number of procedures and policies designed to preserve the effectiveness of the independent directors and the transparency of board operations. for example, each board agenda includes an executive session of the independent directors, although those directors may decide that one is not needed. any director is free to suggest agenda items, to request additional time for an agenda topic, or to request information from management. the independent directors also have regular access to members of management other than the  ceo . in advance of each regular board meeting, the corporate secretary asks the independent directors to submit any questions or topics that they would like the  cotb  and ceo to address at the meeting",1
697,820027,2011,"our board of directors determines which leadership structure best serves its needs and those of our shareholders. currently, mr. cracchiolo serves as both the  cotb  of the board of directors and the ceo of the company. ms. marshall, the  cotb  of the board's nominating and governance committee, currently serves as the board's presiding director. recognizing that the company's or the board's circumstances may change, the board has no policy with respect to the separation of the offices of the  cotb  and  ceo . as stated in our corporate governance guidelines, ""the board believes that this issue is part of the succession planning process, which is overseen by the compensation and benefits committee, and that it is in the best interests of the company to make a determination when it elects a new  ceo ."" the board believes that mr. cracchiolo's service as both  cotb  and ceo has the following advantages for the company given the specific characteristics or circumstances of the company: the preparation for board meetings, particularly the format and content of board presentations, is very efficient; there is a single source of leadership and authority for the board; there is no need to incur additional costs by providing a separate  cotb  with administrative support and increased compensation; and mr. cracchiolo's intimate knowledge of the company's strategy and day-to-day operations allows him to coordinate board communications and actions quickly. the role of the board's presiding director is an important part of the board's leadership structure. at other companies, this role may be called a ""lead director."" our corporate governance guidelines assign the following duties to the presiding director: preside over executive sessions of non-management and independent directors; serve as principal liaison between the board's  cotb  and ceo on sensitive issues; and preside at meetings of the board of directors in the event of the  cotb 's unavailability. in addition to the presiding director, our board has adopted a number of procedures and policies designed to preserve the effectiveness of the independent directors and the transparency of board operations. for example, each board agenda includes an executive session of the independent directors, although those directors may decide that one is not needed. any director is free to suggest agenda items, to request additional time for an agenda topic, or to request information from management. the independent directors also have regular access to members of management other than the  ceo . in advance of each regular board meeting, the corporate secretary asks the independent directors to submit any questions or topics that they would like the  cotb  and ceo to address at the meeting. ",1
698,820081,2011,"from formation of the company in 1983 until 2008, the positions of  cotb  and ceo were held by the same person. in 2008, the board reassessed its structure upon a change in the ceo of the company. consequently, on may 14, 2008, the board resolved to separate the role of  cotb  and ceo in order to enhance independent board leadership and overall corporate governance at the company. since july 1, 2008, john r. miller has held the title of non-executive  cotb .",0
699,820097,2011,"currently, the roles of chairman of the board of directors and chief executive officer are held by two different individuals. we believe this structure represents an appropriate allocation of roles and responsibilities for the company at this time. this arrangement allows our chairman to lead the board in its fundamental role of providing independent advice to and oversight of management and our ceo to focus on our day-to-day business and strategy and convey the management perspective to other directors. ",0
700,820237,2010,"mr. nordhoff, who retired as the company's ceo in may 2009, currently serves as the company's  cotb . mr. hull currently serves as a director and as the company's president and ceo . mr. kessler currently serves as the board's lead independent director. pursuant to the company's corporate governance guidelines, the duties of the company's lead independent director include, to the extent appropriate and in consultation with the chairpersons of the appropriate board committees: leading the process of evaluating the board with the coordination of the nominating and corporate governance committee; coordinating the agenda for all board meetings and leading executive sessions of the board's independent directors; and facilitating communications between members of the board and the  cotb  ceo . the lead independent director also serves as the vice  cotb  in the absence of the  cotb . the board believes this leadership structure is appropriate because it permits mr. nordhoff to focus his attention on leading the board in his role as  cotb , while allowing mr. hull to focus his attention on leading the company and managing its business. in addition, the board believes the designation of a lead independent director is appropriate and reinforces the independence of the board and its oversight of the business and affairs of the company, given that mr. nordhoff does not currently qualify as an independent director under applicable nasdaq rules as a result of his prior employment by the company.",0
701,820313,2011,"mr. loeffler is chairman of the board and mr. lietz is the board's presiding director. as presiding director, mr. lietz has the authority to call, schedule and chair executive sessions of the independent directors. after each executive session the presiding director communicates with the chairman of the board and/or the chief executive officer, to provide feedback and to effectuate the decisions and recommendations of the independent directors. the board of directors has determined that at the present time, its current leadership structure, including an independent presiding director, a chairman of the board who was an employee of the company for 37 years and a chief executive officer who is an inside director, is appropriate and allows the board to fulfill its duties effectively and efficiently based on the company's current needs. historically, the company's board of directors relied on an independent presiding director and a chief executive officer who also served as chairman of the board. however, with the transition to a new chief executive officer in 2009, the company's board of directors determined at that time that it was appropriate to separate the roles of chief executive officer and chairman of the board. this structure allows the board and the presiding director to operate independently of management, as necessary and appropriate, while drawing upon the skills and 37 years of company experience of a chairman who continues to provide strategic oversight and broad direction, while permitting the chief executive officer to manage the ongoing business operations and finances of the company, including an array of strategic, short-term and long-term initiatives. ",0
702,820736,2012,"mr. david w. thompson has served as both  cotb  and ceo ( ceo ) of our company since it was founded in 1982. periodically, the corporate governance and nominating committee gives consideration to whether the combined role of the  cotb  and ceo continues to be appropriate for our company. the corporate governance and nominating committee, with the consensus of the other independent directors, has concluded that mr. thompson's long tenure in these roles provides a stable leadership that is beneficial to our company. in particular, the board recognizes that mr. thompson has led our company since its inception and therefore has a unique and invaluable insight into our operations and initiatives. the board also believes that, due to mr. thompson's regular interactions with our managers, employees and customers, the board's meetings benefit from his leadership and knowledge of the day-to-day operations of our business. in addition, the board believes that one of the roles of the lead independent director is to mitigate any potential conflict of interest that might arise from the combined  cotb / ceo  position. in order to accomplish this, it is the lead independent director's responsibility to chair executive sessions of independent directors, oversee board governance and performance issues and to work closely with the  cotb / ceo  to set meeting agendas to ensure the adequate disclosure of information to the full board. the lead independent director also generally serves as an initial board point of contact for communications with stockholders and other interested parties.",1
703,821130,2010,"under the leadership structure selected for u.s. cellular, the same person does not serve as both the ceo and  cotb . leroy t. carlson, jr. serves as  cotb  and, in that capacity, sets the agenda and presides over board of directors meetings. mary n. dillon serves as president and ceo and is responsible for day-to-day leadership and performance of u.s. cellular. this leadership structure is set forth in u.s. cellular's bylaws. u.s. cellular has determined that this leadership structure is appropriate given the specific characteristics and circumstances of u.s. cellular. in particular, u.s. cellular is a subsidiary of, and controlled by, tds. as a result, it is considered appropriate that leroy t. carlson, jr. (who is the president and ceo of tds), should serve as the  cotb  of u.s. cellular, and that the president and ceo of u.s. cellular should report to the  cotb . this permits the president and ceo of u.s. cellular's largest shareholder to provide oversight with respect to the president and ceo who has operating authority over u.s. cellular. in addition, this leadership structure separates the executive who is primarily responsible for the performance of the company from the person who sets the agenda for and presides over board of directors meetings at which performance of u.s. cellular is evaluated.",0
704,822411,2012,"dr. singhvi has served as a director since june 2010 and as our lead director since december 2010. he is managing partner of axella solutions, llc, a strategic advisory firm. dr. singhvi was with novavax, inc., a biopharmaceutical company focused on developing novel, highly potent recombinant vaccines since 2004 and served as president, CEO and a director of novavax from august 2005 to april 2011. dr. singhvi was the senior vice president and chief operating officer of novavax from april 2005 to august 2005 and vice president - pharmaceutical development and manufacturing operations from april 2004 to april 2005. for ten years prior to joining novavax, dr. singhvi served in various positions with merck & co., inc., culminating as director of the merck manufacturing division., where he helped develop several vaccines, including zostavax dr. john s. yu serves as the cotb , dr. manish singh serves as the company's president and CEO . the board of directors believes that having two persons, rather than only one, serving as cotb and president and CEO assists the board in performing its obligation to oversee both management and risks facing the company. in addition, dr. rahul singhvi, who is an independent director, serves as the company's lead director, providing the board with further assistance in performing the foregoing obligations. the full board of directors has responsibility for general oversight of risks facing the company, with reviews of certain areas of risk being conducted by the relevant board committees, which then provide reports to the full board. the board receives reports from management on areas of risk facing the company and periodically conducts discussions with management regarding the identification, assessment and management of these risks.",1
705,822411,2012,"dr. singhvi has served as a director since june 2010 and as our lead director since december 2010. he is managing partner of axella solutions, llc, a strategic advisory firm. dr. singhvi was with novavax, inc., a biopharmaceutical company focused on developing novel, highly potent recombinant vaccines since 2004 and served as president, ceo and a director of novavax from august 2005 to april 2011. dr. singhvi was the senior vice president and chief operating officer of novavax from april 2005 to august 2005 and vice president - pharmaceutical development and manufacturing operations from april 2004 to april 2005. for ten years prior to joining novavax, dr. singhvi served in various positions with merck & co., inc., culminating as director of the merck manufacturing division., where he helped develop several vaccines, including zostavax",1
706,822416,2011,"our corporate governance guidelines contemplate that the independent directors will designate one of the independent directors to serve as lead director for a three year term. as noted above, mr. postl currently serves as lead director. the lead director works with the  cotb  and ceo to ensure that the board of directors discharges its responsibilities, has structures and procedures in place to enable it to function independently of management and clearly understands the respective roles and responsibilities of the board of directors and management. in addition, the lead director's duties include convening and chairing regular executive session meetings of the non-management directors and, as appropriate, providing prompt feedback to the  cotb  and  ceo ; coordinating and developing the agenda for executive sessions of the independent directors; convening meetings of the independent directors if necessary; coordinating feedback to the  cotb  and ceo on behalf of the independent directors regarding business issues and management; providing final approval, after consultation with the  cotb  and  ceo , as to the agendas for meetings of the board of directors and informational needs associated with those agendas and presentations; performing such other duties as may be necessary for the board of directors to fulfill its responsibilities or as may be requested by the board of directors as a whole, by the non-management directors, or by the  cotb ; in the absence of the  cotb , acting as chair of meetings of the board of directors; serving as the designated spokesperson for the board of directors when it is appropriate for the board of directors to comment publicly on any matter; and being available for consultation and direct communication if requested by the company's major shareholders. the board of directors believes that having a combined  cotb  and ceo and an independent lead director having significant and well-defined responsibilities as described above enhances the  cotb  and  ceo 's ability to provide insight and direction on important strategic initiatives to both management and the independent directors and, at the same time, ensures that the appropriate level of independent oversight is applied to all decisions of the board of directors, and accordingly facilitates the overall functioning of the board of directors. ",1
707,822416,2012,"the board of directors believes that having a combined chairman and chief executive officer and an independent lead director having significant and well-defined responsibilities as described above enhances the chairman and chief executive officer's ability to provide insight and direction on important strategic initiatives to both management and the independent directors and, at the same time, ensures that the appropriate level of independent oversight is applied to all decisions of the board of directors, and accordingly facilitates the overall functioning of the board of directors. ",1
708,822663,2018,"for more than the past ten (10) years, jean madar has held the positions of  cotb  and ceo of our company. almost since inception, mr. madar has been allocated the responsibility of overseeing our united states operations and the operation of inter parfums, inc., as a public company. philippe benacin, as ceo of inter parfums, s.a., has been allocated the responsibility of overseeing our european operations and its operation as a public company in france. in addition, mr. benacin is also the vice  cotb  of our company. our board of directors is comfortable with this approach, as the two largest stockholders of our company are also directly responsible for the operations of our company's two operating segments. accordingly, our board of directors does not have a lead director, a non-management director who controls the meetings of our board of directors. our board of directors manages risk by (i) period operating reports and discussion with management; (ii) approval of executive compensation incentive plans through its committee, the executive compensation and stock option committee; (iii) approval of related party transactions through its committee, the audit committee; and (iv) approval of material transactions not in the ordinary course of business. since our inception, we have never been the subject of any material product liability claims, and we have had no recent material property damage claims. further, we periodically enter into foreign currency forward exchange contracts to hedge exposure related to receivables denominated in a foreign currency and to manage risks related to future sales expected to be denominated in a foreign currency. we enter into these exchange contracts for periods consistent with our identified exposures. the purpose of the hedging activities is to minimize the effect of foreign exchange rate movements on the receivables and cash flows of inter parfums, s.a., our french subsidiary, whose functional currency is the euro. all foreign currency contracts are denominated in currencies of major and are with large financial institutions, which are rated",1
709,823094,2012,"since becoming a public company in the united states in 1988, the company has separated the positions of  cotb  and  ceo . the company believes that having a  cotb  independent from management is in the best interest of shareholders. in order to increase the alignment of non-employee director interests with shareholder interests, in 2007, the board of directors adopted policies with respect to stock ownership by non-employee directors. the board believes that this approach is consistent with good corporate governance principles as it demonstrates the willingness of directors to allow a portion of their compensation to be at risk as evidence of their commitment to the company's long term success. the board of directors of sotheby's is strongly committed to ceo succession planning, as evidenced by the provisions of its existing corporate governance guidelines on that subject. the board believes, however, that the laborers international union proposal is not in the best interests of the company or its stockholders. the proposal fails to recognize the internal and external sensitivities that are critical to proper succession planning. it also is largely duplicative of the company's existing corporate governance guidelines and, to the extent that it is not, is unclear and unnecessarily burdensome. the proponent asks that the board develop criteria for the ceo position which will reflect the company's business strategy and will use a formal assessment process to evaluate candidates . the company's current corporate governance guidelines already provide that the board is responsible for developing plans for succession and call for an annual assessment of internal candidates. the ceo succession planning process necessarily involves an understanding of the responsibilities of the ceo position and the company's business strategy, so it is unclear what, if any, additional step the proponents are seeking. if the proponents are suggesting a check the box assessment of internal candidates against some pre-established criteria, the board believes that such an approach would be impractical, unnecessarily burdensome and unproductive. the proponent also recommends that sotheby's begin non-emergency ceo succession planning at least 3 years before an expected transition event. the company's existing corporate governance guidelines already address retirement transition succession planning. imposing a specific time frame for such transition succession planning is impractical, as the board requires the flexibility to adapt to changing circumstances regarding ceo succession issues. the board believes that succession planning should be an ongoing process and not subject to such a rigid and artificial schedule. ",0
710,823768,2010,"we separated the roles of chairman of the board and chief executive officer at our company in 2004. the separation of the roles occurred in connection with our board of directors' succession planning for the retirement of a. maurice myers, our then chairman, chief executive officer and president. at that time, our board decided that when mr. myers retired, the company should appoint separate individuals to serve as chairman and as chief executive officer. we believe that having a non- executive chairman of the board is in the best interests of the company and stockholders. over the past several years, the demands made on boards of directors have been ever increasing. this is in large part due to increased regulation under federal securities laws, national stock exchange rules and other federal and state regulatory changes. more recently, macroeconomic conditions such as the global recession and turmoil in the credit markets have increased the demands made on boards of directors. the non- executive chairman's responsibilities include leading full board meetings and executive sessions, as well as ensuring best practices and managing the board function. the board named mr. pope chairman of the board due to his tenure with and experience and understanding of the company, as well as his vast experience on public company boards of directors. the separation of the positions allows mr. pope to focus on management of board matters and allows our chief executive officer to focus his talents and attention on managing our business. additionally, we believe the separation of those roles ensures the independence of the board in its oversight role of critiquing and assessing the chief executive officer and management generally",0
711,823768,2012,"we separated the roles of chairman of the board and chief executive officer at our company in 2004. we believe that having a non-executive chairman of the board is in the best interests of the company and stockholders. over the past several years, the demands made on boards of directors have been increasing. this is in large part due to increased regulation under federal securities laws, national stock exchange rules and other federal and state regulatory changes. more recently, on-going market challenges and economic conditions have increased the demands made on boards of directors. the non-executive chairman's responsibilities include leading full board meetings and executive sessions, as well as ensuring best practices and managing the board function. the board named mr. reum chairman of the board effective january 1, 2012, due to his tenure with and experience and understanding of the company, as well as his experience on public company boards of directors. the separation of the positions allows mr. reum to focus on management of board matters and allows our chief executive officer to focus his attention on managing our business. additionally, we believe the separation of those roles ensures the independence of the board in its oversight role of critiquing and assessing the chief executive officer and management generally. ",0
712,824410,2011,"bancorp's business affairs and strategic direction are overseen by its board of directors. the board remains committed to setting a tone of the highest ethical standards and performance for bancorp's management, officers, and company as a whole. the board believes that strong corporate governance practices are a critical element of doing business today. to that end, the corporate governance policy is reviewed periodically to ensure it reflects the best interests of bancorp and its shareholders.the corporate governance policy provides for the selection of a  cotb  from among the independent directors and states that it is the policy of the board to separate the offices of the  cotb  and the  ceo . this allows the  cotb  to maintain an independent role in the oversight of management. the  cotb  also chairs the executive and governance committee which is comprised of the chairmen of the other standing committees (see executive and governance committee description on page 8). ",0
713,825410,2016,"the board has determined that having an independent director serve as  cotb  is in the best interest of stockholders at this time. the structure ensures a greater role for the independent directors in the oversight of the company and active participation of the independent directors in setting agendas and establishing priorities and procedures for the work of the board. no single leadership model is right for all companies at all times, however, so the board conducts an annual evaluation in order to determine whether it and its committees are functioning effectively and recognizes that, depending on the circumstances, other leadership models might be appropriate. accordingly, the board periodically reviews its leadership structure. the board is actively involved in oversight of risks inherent in the operation of the company's businesses and the implementation of its strategic plan. the board performs this oversight role by using several different levels of review. in connection with its reviews of the operations of the company's business segments and corporate functions, the board addresses the primary risks associated with those segments and functions. in addition, the board reviews the key risks associated with the company's strategic plan at an annual strategic planning session and periodically throughout the year as part of its consideration of the strategic direction of the company. the board has delegated to the audit committee oversight of the company's risk management process. the audit committee (a) reviews with management the company's significant risk exposures and policies regarding the assessment and management of risk, (b) serves as an independent and objective body to monitor the company's financial reporting process and internal control systems, and (c) assists the board in oversight of the company's compliance with legal and regulatory requirements. each of the other committees of the board also oversees the management of company risks that fall within the committee's areas of responsibility. the governance and nominating committee oversees risks related to the company's governance structure and processes and the structure of the board and its committees to ensure appropriate oversight of risk. the compensation committee considers risks related to the design of the company's compensation program and arrangements for the company's named executive officers.",0
714,825542,2010,"the company's governance documents provide the board with flexibility to select the leadership structure that is most appropriate for the company and its shareholders. the board regularly considers the appropriate leadership structure for the company and has concluded that the company and its shareholders are best served by not having a formal policy regarding whether the same individual should serve as both  cotb  and ceo ( ceo ). this approach allows the board to elect the most qualified director as  cotb , while maintaining the ability to separate the  cotb  and ceo roles when necessary. currently, the company is led by james hagedorn, who has served as ceo since may 2001 and as  cotb  since january 2003. the board believes that combining the roles of  cotb  and ceo is in the best interests of the company and its shareholders at this time as it takes advantage of the talent and experience of mr. hagedorn. the board's decision to appoint mr. hagedorn to lead the company is supported by the company's success and track record of innovation since the time of mr. hagedorn's appointment. in addition to mr. hagedorn, the board is comprised of eleven non-management directors, ten of whom also qualify as independent. in accordance with the company's corporate governance guidelines and applicable sections of the new york stock exchange ( nyse ) listed company manual (the nyse rules ), the non-management directors of the company regularly meet in executive session. these meetings allow non-management directors to discuss issues of importance to the company, including the business and affairs of the company as well as matters concerning management, without any member of management present. in addition, the independent directors of the company meet in executive session as matters appropriate for their consideration arise but, in any event, at least once a year. the directors elected carl f. kohrt, ph.d. to serve as the lead independent director on january 22, 2009 and again on january 21, 2010. dr. kohrt serves in this capacity at the pleasure of the board and will continue to so serve until his successor is elected and qualified. as lead independent director, dr. kohrt: has the ability to call meetings of independent non-management directors; presides at all meetings of non-management directors; presides at all meetings of independent directors; consults with the  cotb  and ceo with respect to appropriate agenda items for meetings of the board; serves as a liaison between the  cotb  and the independent directors; approves the retention of outside advisors and consultants who report directly to the board on critical issues; can be contacted directly by shareholders; and performs such other duties as the board may from time to time delegate. finally, the board has established five standing committees to assist with its oversight responsibilities: (1) the audit committee; (2) the compensation and organization committee (the compensation committee ); (3) the finance committee; (4) the governance committee; and (5) the innovation & technology committee. each of the audit, compensation and governance committees is comprised entirely of independent directors, and all of the board's committees, with the exception of the innovation & technology committee, are chaired by independent directors. the board believes that its current leadership structure including a combined  cotb  and ceo role, 10 out of 12 independent directors, a lead independent director, key committees comprised solely of independent directors and committees chaired primarily by independent directors provides an appropriate balance among strategy development, operational execution and independent oversight and is therefore in the best interests of the company and its shareholders. ",1
715,826083,2012,"the board has determined that its current structure, with a combined chairman and chief executive officer, an independent lead director, and independent directors as chairs and members of each committee, is in the best interests of the company and its stockholders. the board believes that combining the chairman and chief executive officer positions is currently the most effective leadership structure for the company given mr. dell's in-depth knowledge of the company's business and industry, his ability to formulate and implement strategic initiatives, and his extensive contact with and knowledge of customers. as chief executive officer, mr. dell is intimately involved in the day-to-day operations of the company and is thus in a position to elevate the most critical business issues for consideration by the independent directors of the board. the board believes that the combination of the chairman and chief executive officer roles as part of a governance structure that includes an independent lead director and exercise of key board oversight responsibilities by independent directors provides an effective balance for the management of the company in the best interests of dell's stockholders. ",1
716,826083,2013,"dell's bylaws provide that the  cotb  will preside over meetings of the board of directors. the ceo has management responsibility for the business and affairs of the company. both the  cotb  and ceo positions are currently held by mr. dell. the company also has an independent lead director elected annually by the majority of independent directors during an executive session. mr. mandl currently serves as the lead director. the lead director has broad authority and responsibility to: set the agenda for and chair executive sessions of the independent directors and preside over all meetings at which the  cotb  is not present assist the  cotb  in the management of board meetings confer with the members of the board on the number of regular board meetings propose an annual schedule of major discussion items for the board to consider advise on and (with the  cotb ) set the agendas for board meetings, including review and approval of the meeting agenda to ensure the allocation of sufficient time to discuss all agenda items assist the governance and nominating committee in discharging its responsibility for selecting and recommending nominees for director positions to the full board monitor and assist with corporate governance initiatives consult with a representative group of stockholders periodically and other stockholders as needed serve as a liaison between the  cotb  and the independent directors act as  cotb  if mr. dell should have a conflict of interest serve as a resource to all committee chairs and advise them as appropriate assist with the evaluation of the  ceo , in coordination with the leadership development and compensation committee assist with the self-evaluation of the board as a whole, in coordination with the governance and nominating committee perform such other roles as are assigned by the governance and nominating committee or the full board the lead director may hire outside advisors and consultants reporting directly to the board or to the independent directors and may call meetings of the independent directors at any time. dell's corporate governance policies contain several features which the company believes will ensure that the board maintains effective and independent oversight of management, including the following: executive sessions without management and non-independent directors present are a standing board agenda item. executive sessions of the independent directors are held at any time requested by an independent director and, in any event, are held in connection with at least 60% of regularly scheduled board meetings. the lead director sets the agenda for executive sessions, the principal focus of which is on whether management is performing its responsibilities in a manner consistent with the direction of the board. the board regularly meets in executive session with mr. dell without other members of management present. all board committee members are independent directors. the committee chairs have authority to hold executive sessions without management and non-independent directors present. the board has determined that its current structure, with combined  cotb  and ceo roles, an independent lead director, and independent directors as chairs and members of each committee, is in the best interests of dell and its stockholders. the board believes that combining the  cotb  and ceo positions is currently the most effective leadership structure for the company given mr. dell's in-depth knowledge of dell's business and industry, his ability to formulate and implement strategic initiatives, and his extensive contact with and knowledge of customers. as  ceo , mr. dell is intimately involved in the day-to-day operations of the company and is thus in a position to elevate the most critical business issues for consideration by the independent directors of the board. the board believes that the combination of the  cotb  and ceo roles as part of a governance structure that includes an independent lead director and exercise of key board oversight responsibilities by independent directors provides an effective balance for the management of the company in the best interests of dell's stockholders.",1
717,826154,2013," candidate's integrity, independence, qualifications, skills, experience (including experience in finance and banking and diversity of experience in relation to other members of the board of directors), compatibility with other members of the board of directors, the strategic direction of the company and the bank, involvement in the communities served by the bank and such other factors as it has deemed to be in the best interest of the company, the bank and the company's shareholders, which factors may change from time to time. with the exceptions of mr. quinn, all of the directors of the company and the bank are independent as defined in rule 5605(a)(2) of the nasdaq stock market. leadership of the boards of directors of the company and the bank is entrusted to an independent  cotb  and an independent vice  cotb . the vice  cotb  also serves as chair of the executive committees. the boards of directors believe that this independent leadership structure helps to provide an appropriate check and balance on the influence of the executive management team generally and the president and ceo more specifically, particularly in consideration of the president and  ceo 's membership on the boards of directors and executive committees. in addition, the independent directors have two regularly scheduled meetings each year in which they meet in executive session with only independent directors present. the independent directors also may meet in executive session at additional times as necessary. the company's board of directors also has an enterprise risk management (erm) committee to provide additional oversight over seven risk areas: credit, operations and transactions, liquidity, market/interest rate, legal/compliance, strategies and reputation. during 2012, the bank previously had a credit administration committee, that was merged into the enterprise risk management (erm) committee, and property and technology committees that were merged into the capital planning committee. ",0
718,826326,2013,"from august of 2011 to august 2013, the roles of ceo and  cotb  were segregated. mr. jason young, who previously also served as both the company's ceo and  cotb , served solely as  cotb  from august 2011 until his appointment as ceo in august 2013. mr. theodore deinard served as both interim ceo from august 2011 to april 2013 and served as a director of the company from august 2011 to april 2013. at the present time, mr. young holds both the position of  cotb  and that of  ceo . the company believes that as mr. young is the sole officer of the company on the board of directors, it is appropriate for him to serve as  cotb . mr. young is highly knowledgeable about the company's business and is capable of effectively identifying strategic priorities and leading the board's discussion and execution of strategy. until august 2013, the company had a board consisting of six members, which included three independent directors. effective as of the date of this proxy statement, the board consists of three members, which include two independent directors. the company believes independent directors and management have different perspectives and roles in strategy development. the ceo brings corporate and capital markets experience and expertise, while the company's independent directors bring experience, oversight, and expertise from outside the company. the board believes that the presence of the ceo as a member of the board promotes the development and execution of the company's strategy and facilitates the flow of information between management and the board, which is essential to effective corporate governance. the board believes that a board, a majority of whose directors are independent is in the best interest of shareholders because it provides the appropriate balance between independent oversight of management and the development of strategy. the company anticipates adding an additional independent director during the foreseeable future.",1
719,826675,2015,"under the company's corporate governance guidelines, the board has the responsibility to determine the most appropriate leadership structure for the company, including whether it is best for the company at a given point in time for the roles of  cotb  and ceo to be separate or combined. from february 2008 until december 31, 2013, the positions of  cotb  and ceo were combined and held by mr. akin. effective as of january 1, 2014, mr. boston succeeded mr. akin as  ceo , and mr. akin became executive  cotb , a role in which, among other responsibilities, mr. akin will continue to serve as  cotb . as executive  cotb , mr. akin remains an employee of the company. his primary responsibilities include participating in strategic planning efforts at the company and providing feedback and counsel to mr. boston on important issues including company risk management efforts. he is also responsible for preparing the agenda for each meeting of the board, taking into account suggestions from members of the board and the lead independent director in particular. additionally, the  cotb  will generally chair the executive sessions of the board. however, if the  cotb  is an officer of the company, as is currently the case, then the lead independent director will chair the executive sessions. the board believes that it is in the best interest of the company's shareholders for the position of  cotb  to be held by mr. akin, as an executive officer of the company, because of his extensive knowledge of the company based on his experience as  cotb  and ceo and his working relationship with mr. boston. this will allow him to guide the board's agenda in setting priorities for the company and addressing the risks and challenges the company faces, but with management insight into the execution of the company's strategy. the board of directors annually reviews the company's corporate governance structure to ensure that it remains the most appropriate structure for the company and its shareholders. as a result, although the board has determined that the current structure works best for the company at this time, the board may implement another structure if deemed to be appropriate in the future. because the company's  cotb  is an officer of the company, pursuant to the company's corporate governance guidelines, the company's independent directors have designated michael r. hughes as lead independent director to, among other things, assist the  cotb  with board-related matters, and to act, as necessary, as a liaison between the independent directors and the  cotb . the lead independent director also presides at all executive sessions and other meetings of independent directors or non-employee directors and has the power to call meetings of non-employee directors or independent directors as needed. the role and responsibilities of the lead independent director are more fully set forth in the lead independent director charter approved by the board. the lead independent director charter is available on the company's web page at under investor relations - corporate information - corporate governance. a printed copy is available to any shareholder upon written request to the secretary of the company at the address set forth above.",0
720,827054,2010,"the board of directors believes that microchip's  ceo , steve sanghi, is best situated to serve as  cotb  because he is the director most familiar with microchip's business and industry, and most capable of effectively identifying strategic priorities and leading the discussion and execution of strategy. the board's independent directors have different perspectives and roles in strategic development. in particular, microchip's independent directors bring experience, oversight and expertise from outside the company and the industry, while the ceo brings company-specific experience and industry expertise. the board of directors believes that the combined role of  cotb  and ceo promotes strategy development and execution, and facilitates information flow between management and the board of directors, which are essential to effective governance. microchip does not have a lead independent director. the board of directors and the board committees oversee risk management in a number of ways. the audit committee oversees the management of financial and accounting related risks as an integral part of its duties. similarly, the compensation committee considers risk management when setting the compensation policies and programs for microchip's executive officers. the board of directors and the audit committee regularly receive reports on various risk-related items including risks related to manufacturing operations, intellectual property, taxes, products and employees. the board and the audit committee also receive periodic reports on microchip's efforts to manage such risks through safety measures, insurance or self-insurance.",1
721,828944,2014,"the leadership of our board of directors is comprised of: (i) our  cotb , (ii) our vice  cotb  and lead director and (iii) our president and  ceo . we believe this leadership structure is appropriate for us because it ensures independent oversight that draws upon significant experience and institutional knowledge of us, while ensuring the board makes informed decisions on operational matters.",0
722,829224,2013,"the board of directors is responsible for overseeing the exercise of corporate power and seeing that starbucks business and affairs are managed to meet the company's stated goals and objectives and that the long-term interests of the shareholders are served. howard schultz currently serves as the  cotb  and our president as well as our  ceo . the independent directors of the board have elected craig weatherup, a non-employee, independent director, to serve as the presiding (lead) independent director pursuant to our corporate governance principles and practices. mr. weatherup's term as presiding independent director begins at the first board meeting immediately following the company's 2012 annual meeting of shareholders upon the expiration of the term of our current presiding independent director, myron e. ullman, iii. our board leadership structure also includes active independent directors. the independent directors meet in an executive session at each board meeting, and each of the standing board committees (discussed below) is comprised solely of and led by independent directors. the presiding independent director presides at each executive session, as well as all meetings of the board of directors at which the  cotb  is not present. the presiding independent director also has the authority to call meetings of the independent directors. pursuant to our corporate governance principles and practices, the duties of the presiding independent director also include: serving as a liaison between the independent directors and the  cotb ; approving the scheduling of board meetings, as well as the agenda and materials for each board meeting and executive session of the independent directors; approving and coordinating the retention of advisors and consultants to the board; and such other responsibilities as the independent directors may designate from time to time. the board believes that combining the  cotb  and ceo positions is currently the most effective leadership structure for starbucks given mr. schultz's in-depth knowledge of starbucks business and industry and his ability to formulate and implement strategic initiatives. as  ceo , mr. schultz is also intimately involved in the day-to-day operations of the company and is thus in a position to elevate the most critical business issues for consideration by the independent directors of the board. in addition, having a combined  cotb  and ceo enables starbucks to speak with a unified voice to shareholders, customers and the media. the board believes that the combination of the  cotb  and ceo roles as part of a governance structure that includes a presiding independent director, as well as the exercise of key board oversight responsibilities by independent directors, provides an effective balance for the management of the company in the best interests of starbucks shareholders.",1
723,829224,2013,"the board believes that combining the  cotb  and ceo positions is currently the most effective leadership structure for starbucks given mr. schultz's in-depth knowledge of starbucks business and industry and his ability to formulate and implement strategic initiatives. as  ceo , mr. schultz is also intimately involved in the day-to-day operations of the company and is thus in a position to elevate the most critical business issues for consideration by the independent directors of the board. in addition, having a combined  cotb  and ceo enables starbucks to speak with a unified voice to shareholders, customers and the media. the board believes that the combination of the  cotb  and ceo roles as part of a governance structure that includes a presiding independent director, as well as the exercise of key board oversight responsibilities by independent directors, provides an effective balance for the management of the company in the best interests of starbucks shareholders. ",1
724,830916,2014,"the board provides oversight of management and holds it accountable for performance. the board has determined that in the current environment and company situation this responsibility is best served when the board functions as a body distinct from management, capable of objective judgment regarding management's performance. accordingly, given the depth of experience held by the company's current directors, the board has determined that the position of  cotb  should be distinct from the position of ceo at this time in order to best provide the board with independent leadership. this policy has been in effect since march 2008, when mr. meshgin was promoted to the position of  ceo . our current  cotb , mr. lemaitre, has never been employed by the company. in addition to the above, we believe that this structure is appropriate for us as a non-executive  cotb  can objectively assist the board in reaching consensus on particular policies and strategic actions and the separation improves risk oversight and corporate governance by reducing the potential for excessive power in a single individual. our board generally holds an independent session, during which only the independent members of the board participate, and an executive session, during which only the non-employee members of the board participate, at each regularly scheduled board meeting and at such other times as deemed appropriate. reza meshgin tom liguori thomas lee christine besnard lance jin benjamin c. duster, iv philippe lemaitre james mccluney linda y.c. lim, ph.d. donald schwanz roy chee keong tan sam yau all current directors and executive officers as a group (12 persons) less than 1% represents 3,000,000 shares held by uwt and 11,817,052 shares held by wt. wt is a 99.97% owned subsidiary of wbl and uwt is a 60% owned subsidiary of wt. roy chee keong tan is the group chief strategy officer of wbl and a director of uwt. benjamin c. duster, iv is a former director of wbl. the principal business address for uwt and wt is wearnes technology building, 801 lorong, 7 toa payoh, #07-00 wearnes building, singapore 319319. ue may be deemed to share voting and dispositive power over the shares held by uwt and wt. see ",0
725,831001,2012,"citi currently has an independent  cotb  separate from the ceo. the board believes it is important to maintain flexibility in its board leadership structure and has had in place different leadership structures over the past few years, depending on the company's needs at the time, but firmly supports having an independent director in a board leadership position at all times. accordingly, citi's board, on december 15, 2009, adopted a bylaw amendment which provides that, if citi does not have an independent  cotb , the board shall elect a lead independent director, having similar duties to an independent  cotb , including leading the executive sessions of the non- management directors at board meetings. citi's  cotb  provides independent leadership of the board. having an independent  cotb  or lead director enables non- management directors to raise issues and concerns for board consideration without immediately involving management. the  cotb  or lead director also serves as a liaison between the board and senior management. citi's board has determined that the current structure, an independent chair, separate from the ceo, is the most appropriate structure at this time, while ensuring that, at all times, there will be an independent director in a board leadership position.",0
726,831259,2012,"james r. moffett serves as  cotb  of our board and richard c. adkerson serves as president and  ceo . we separated the positions of  cotb  and ceo in 2003, when we named mr. moffett as  cotb  and mr. adkerson as  ceo . our board determined that the separation of these roles would maximize management's efficiency. separating these positions allows our ceo to focus on our day-to-day business, while allowing the  cotb  to lead the board in its fundamental role of providing guidance to and oversight of management. as executive  cotb , mr. moffett furthers our business strategy by applying his exceptional talents and experience as a geologist. he directs our global exploration programs. mr. moffett also has been, and continues to be, instrumental in fostering our relationships with host governments, including the government of indonesia, the location of our grasberg mine. mr. moffett is not considered an independent director because he is part of our management team and receives compensation for services to the company. mr. adkerson, as president and  ceo , is responsible for the executive management of the company. mr. adkerson has demonstrated exceptional leadership abilities in developing and executing a financial strategy that has benefited our stockholders, and in building an operational, financial and administrative organization that efficiently supports our business. our board has concluded that the current leadership structure provides an appropriate framework for our directors to provide independent, objective and effective oversight of management. while our by-laws and corporate governance guidelines do not require our  cotb  and ceo positions to be separate, the board believes that having separate positions is the appropriate leadership structure for the company at this time. our board, however, periodically reviews the leadership structure and may make such changes in the future as it deems appropriate. ",0
727,831547,2011,"board leadership structure currently, our  CEO , dr. rajesh c. shrotriya, also serves as  COTB  of our board of directors. our board of directors has determined that this structure is the most effective leadership structure for our company. the board believes that dr. shrotriya is the director best situated to identify strategic opportunities for our company and to focus the activities of the board due to his full-time commitment to the business and his long tenure with our company. the board also believes that dr. shrotriya's dual roles as  COTB  and CEO promotes effective execution of our business strategy and facilitates information flow between management and the board. our board has determined that maintaining the independence of a majority of our directors helps maintain the board's independent oversight of management and ensures that the appropriate level independence is applied to all board decisions. in addition, our audit, compensation and nominating and corporate governance committees, which oversee critical matters such as our accounting principles, financial reporting processes and system of disclosure controls and internal controls over financial reporting, our executive compensation program and the selection and evaluation of our directors and director nominees, each consist entirely of independent directors. ",0
728,832101,2010," during 2009, the board held six meetings. the independent (non-management) directors met in regular executive sessions without management at each in-person meeting of the board. generally, the  cotb  of the nominating and corporate governance committee presides at the non-management executive sessions. the board believes that its current leadership structure provides independent board leadership and engagement while deriving the benefit of having the ceo also serve as  cotb . although there is no independent lead director, all of the non-management directors are actively engaged in shaping the board's agenda and the company's strategy. our  ceo , as the individual with primary responsibility for managing the company's ",1
729,834162,2012,"the board does not have a policy regarding the separation of the roles of CEO and cotb , since the board believes it is in the best interests of the company and its stockholders to make that determination based on the position and direction of the company and the composition of the board. the company believes this structure facilitates independent oversight of management while fostering effective communication between the company's management and the board. the roles of CEO and cotb are currently combined and held by mr. gary l. carano. the company's senior management is responsible for the day-to-day assessment and management of the company's risks, and our board is responsible for oversight of the company's enterprise risk management in general. the risks facing our company include risks associated with the company's financial condition, liquidity, operating performance, ability to meet its debt obligations and regulations applicable to our operations and compliance therewith. the board's oversight is primarily managed and coordinated through board committees. our audit committee oversees the company's risk management with respect to significant financial and accounting policies as well as the effectiveness of management's processes that monitor and manage key business risks, and the compliance committee is responsible for overseeing risks associated with the company's gaming activities and regulatory compliance. additionally, the compensation committee oversees risks related to compensation policies. the audit, compensation and compliance committees report their findings to the full board. in addition, at its meetings, the board discusses risks that the company faces, including those management has highlighted as the most relevant risks to the company. furthermore, the board's oversight of enterprise risk involves assessment of the risk inherent in the company's long-term strategies reviewed by the board, as well as other matters brought to the attention of the board. we believe that the structure and experience of our board allows our directors to provide effective oversight of risk management. the board recognizes that it is the company's and its management's responsibility to identify and attempt to mitigate risks that could cause significant damage to the company's business or stockholder value.",0
730,836106,2010,"the board of directors believes that our current practice of combining the roles of chairman of the board (""chairman"") and chief executive officer (""ceo"") generally provides an efficient and effective leadership model for the company as the company is currently operated. we believe that this governance structure provides the appropriate balance between the need for consistent strategic direction and the need for objectivity and independence of the non- management directors. the company believes that having a combined role of chairman and ceo helps ensure that the company will have clear and consistent leadership on critical strategic objectives. this structure maximizes the likelihood that these objectives will be attained, while eliminating any risk of a distracting clash on these issues between a chairman and ceo.",1
731,836106,2011,"the board of directors believes that our current practice of combining the roles of  cotb  (  cotb  ) and ceo ( ceo ) generally provides an efficient and effective leadership model for the company. novellus is a high technology company which requires deep insight into emerging technologies, and only an executive immersed in the business can effectively lead the board. we therefore believe the roles of ceo and  cotb  are best combined. we believe that this governance structure provides the appropriate balance between the need for consistent strategic direction and the need for objectivity and independence of the non-management directors. the company believes that having a combined role of  cotb  and ceo helps ensure that the company will have clear and consistent leadership on critical strategic objectives. this structure maximizes the likelihood that these objectives will be attained, while eliminating any risk of a distracting clash on these issues between a  cotb  and ceo . ",1
732,836157,2013,"the company's corporate governance principles provide that the position of  cotb  be held by an independent director and, accordingly, the same individual cannot serve as both the  cotb  and as the company's  ceo . this policy is designed to facilitate the ability of the board of directors to perform the important functions of providing independent oversight of management and to address risks faced by the company. this policy also allows the  cotb  to convene executive sessions with independent directors without the need for a separate director to discharge the role of a presiding director. ",0
733,836429,2014,"the board recognizes that one of its key responsibilities is to evaluate and determine the optimal leadership structure of the board. the independent directors ensure such structure provides independent oversight of company's management. the board also recognizes no single leadership structure is right for all companies at all times. accordingly, the board periodically reviews its leadership structure as necessary to accomplish its management oversight responsibilities. consistent with the company's bylaws and corporate governance guidelines, the roles of  cotb  and ceo may be separated. the board has determined that it is appropriate to separate the roles of  cotb  and ceo in recognition of the differences between the two roles, and to better serve the interests of the stockholders. the  ceo , in conjunction with senior management, is responsible for developing and recommending to the board the strategic direction for the company, and for the day-to-day leadership of the company, and he is responsible, together with senior management, for the overall performance of the company, with such performance measurement based on operating and strategic plans ratified at various times by the board. the duties of the  cotb  include, but are not limited to: the board believes that there are advantages to the separate  cotb  and ceo positions, including:",0
734,840467,2010,"robert g. funari, 63, is  cotb  and ceo of crescent healthcare, inc., a private equity-backed provider of infusion therapy services where he has served since 2004. he previously served as president and ceo of syncor international, a provider of specialized pharmacy services. he was executive vice president and general manager of the drug company for mckesson, inc. and spent more than 18 years in a broad range of leadership positions at baxter international. mr. funari is a member of the rand health board of advisers, and is  cotb  of bay cities national bank. mr. funari has been a director of beckman coulter since december 2005. the board believes mr. funari's executive leadership, particularly in the healthcare industry, and the extensive healthcare expertise he has developed during his experience working in senior management, uniquely qualify mr. funari to serve as a director of the company and led to the board's conclusion that mr. funari should serve as a director. van b. honeycutt, 65, was  cotb  and ceo of computer sciences corporation (csc), a leading provider of consulting, system integration and information technology services to industries and governments worldwide. he was named ceo at csc in 1995 and then  cotb  in 1997. he retired from csc on july 30, 2007. he has been a director of beckman coulter since 1998. the board believes mr. honeycutt's tenure and experience as a  cotb  and ceo of csc for almost ten years, his extensive technology background from csc and his substantial understanding of the company and its operations gained during his almost 12 years as a member of the board of directors, qualifies mr. honeycutt to serve as a director and led to the board's conclusion to select him as a director. scott garrett, 60, serves as beckman coulter's  cotb , president and  ceo . he was named  cotb  in april 2008, ceo effective february 2005 and served as president and chief operating officer since december 2003. he joined the company in 2002 as president, clinical diagnostics. prior to joining beckman coulter, he served as ceo of garrett capital advisors, l.l.c., a private equity firm focused on medical device companies, and as ceo for kendro laboratory products, l.p., a life sciences company. mr. garrett also spent over 20 years of his career with baxter international/american hospital supply corporation and a baxter spin-off company. he began his career with baxter in product development. through a series of promotions mr. garrett became group vice president of baxter and president of the diagnostics subsidiary. baxter's diagnostics subsidiary subsequently became dade international and then dade behring, inc., where mr. garrett served as  cotb  and  ceo . mr. garrett has been a director of beckman coulter since january 2005. the board believes mr. garrett should serve as a director given his extensive healthcare and industry experience and his substantial understanding of the company and its operations resulting from his position as president and ceo of the company. glenn s. schafer, cpa, 60, served as vice  cotb  of pacific life insurance company, a provider of life insurance products, annuities, and mutual funds, until his retirement on december 31, 2005. he was appointed vice  cotb  of pacific life in april 2005. prior to being named vice  cotb , mr. schafer had been president and a board member of pacific life since 1995. in that capacity, he oversaw pacific life's securities, real estate, institutional products, annuities and mutual funds divisions, and the broker dealer network, as well as the treasury, finance and administrative areas of the company. mr. schafer joined pacific life as vice president, corporate finance, in 1986, was elected senior vice president and chief financial officer in 1987, and in 1991, executive vice president and chief financial officer. mr. schafer is a member of the board of directors of skilled healthcare group, inc. and was elected to the janus capital group board of directors in december 2007. mr. schafer has been a director of beckman coulter since 2002, and became lead independent director in february 2010. mr. schafer's board leadership and executive officer experience at pacific life, as well as his financial expertise and healthcare knowledge, led the board to conclude that mr. schafer should serve as both a director and lead independent director of the company. mr. garrett serves as  cotb  and  ceo . the board combined the  cotb  and ceo roles, when it appointed mr. garrett to the position of  cotb  effective april 2008. the board believes the combined  cotb  and ceo structure is appropriate for the company at this time. mr. garrett's extensive knowledge of our business and industry combined with his experience as a  cotb  and ceo promotes strategy development and execution and facilitates information flow between management and the board. ",1
735,840889,2012,"the ratification of selection of independent registered public accounting firm (page 37). doral financial does not have a policy on whether the  cotb  of our board of directors and ceo (referred to in this sub-section as ceo ) should be separate or combined. at this time mr. wakeman is the company's ceo , and our board of directors does not presently have a  cotb . the non-management directors have appointed james gilleran to serve as the lead independent director, who presides over executive sessions of the non-management directors. it is anticipated that other non-management members will serve as lead independent director from time to time as determined by the non-management directors. our board of directors believes that this leadership structure best serves the interests of the company and its shareholders at this time because it provides for a clearly defined leadership structure and for increased efficiency and leadership coordination. because the ceo is also a director, it also allows the ceo to work more closely and collegially with all the members of our board of directors to establish the direction of the company. our board of directors continually evaluates the company's leadership structure. if our board of directors decides to name a  cotb  of our board of directors in the future, then at that time it will evaluate whether or not to combine the positions of  cotb  of our board of directors and ceo . our board of directors has a significant role in the risk oversight of the company. our board of directors considers effective risk management a fundamental part of good management practice and is committed to maintaining sound risk management systems. as mentioned above, our board of directors has a risk policy committee that is directly responsible for assisting the board of directors in discharging its responsibilities relating to enterprise risk management and monitoring the development and implementation of enterprise risk management strategies throughout the organization. among other things, the risk policy committee is responsible for assisting the board of directors in fulfilling its oversight of the strategies, policies, procedures and systems established by the company's management relating to the management of interest rate risk, market risk, liquidity risk, operational risk, compliance and legal risk and credit risk as well as overseeing hedging and derivatives activities. the risk policy committee also regularly participates in the review and approval of the company's allowance for loan losses. in order to carry out its responsibilities, the risk policy committee meets with management to assess the major risks of the company. after its meetings, the risk policy committee reports to our board of directors in full. as mentioned above, the audit committee represents and assists our board of directors with the oversight of the integrity of our financial statements, our compliance with legal and regulatory requirements, the qualifications and independence of our independent registered public accounting firm, the performance of our internal audit function, and the preparation of an audit committee report as required by the sec to be included in our annual proxy statement. the audit committee reviews reports from management, independent auditors, internal auditors, compliance personnel, legal counsel, regulators and other outside consultants, as considered appropriate, that include risks that the company faces and the company's risk management function. in connection with the oversight of internal controls over financial reporting, management keeps the audit committee informed of any significant deficiencies and material weaknesses, which are also reported to the full board of directors. the audit committee also meets with management periodically to discuss risk related matters. after its meetings the audit committee reports to our board of directors in full. ",0
736,844161,2010," whereas, the board of directors of the company believes it to be in the company's best interest to continue to engage the management services of wilstar, which will provide the services of robert margolis ('margolis'), pursuant to the terms of this agreement and wilstar desires to accept such engagement; the board does not have a policy regarding the separation of the roles of CEO and cotb as the board believes it is in the best interests of the company to make that determination based on the position and direction of the company and the membership of the board. the existing management agreement provides that mr. margolis shall serve as cherokee's CEO and cotb during the term of the management agreement. the board has determined that having the company's CEO serve as cotb is in the best interest of the company's stockholders at this time; however, if the proposed amendment to the management agreement is adopted by the company's stockholders, mr. margolis will serve as executive cotb only during fiscal 2012 and in each subsequent year in which mr. margolis' service as executive cotb is extended by the company's nominating committee pursuant to the management agreement. the board does not have a policy regarding the separation of the roles of CEO and cotb as the board believes it is in the best interests of the company to make that determination based on the position and direction of the company and the membership of the board.",0
737,844965,2011,"as set forth in our corporate governance guidelines, our board of directors is comprised of a majority of directors who qualify as independent directors in accordance with the listing standards of the nyse. since 1992 we have bifurcated the positions of  cotb  and  ceo . in 2011, we made it a formal policy of our board of directors, as set forth in our corporate governance guidelines, to require the separation of the positions of  cotb  and  ceo . our board of directors believes that the separation of these positions strengthens the independence of our board and its ability to carry out its roles and responsibilities on behalf of our stockholders. in addition, as directors continue to have more oversight duties, we believe that the separation of the offices allows us to have a  cotb  focused on the leadership of the board while allowing our ceo to focus his time and energy on managing our operations. the board of directors responsibilities include, but are not limited to, appointing our  ceo , monitoring our performance relative to our goals, strategies, and the performance of our competitors, reviewing and approving our annual budget, and reviewing and approving investments in and acquisitions and dispositions of assets and businesses. it is our management's responsibility to manage risk and to bring to the board of directors attention any aspects of our business or operations that may give rise to a material level of risk. our ceo brings members of management from various business or administrative areas into meetings of the board of directors from time to time to make presentations and to provide insight to the board, including insight into areas of potential risk. such risks include competition risks, industry risks, economic risks, liquidity risks, risks posed by significant litigation and regulatory matters, risks from operations and risks related to acquisitions and dispositions. the board of directors, either directly or through its committees, reviews with our management policies, strategic initiatives and other actions designed to mitigate various types of risk. our audit committee periodically reviews with our management and our independent auditors significant financial risk exposures and the processes we have implemented to monitor, control and report such exposures. specific examples of risks overseen by our audit committee include risks related to the preparation of our financial statements, disclosure controls and procedures, internal controls and procedures required by the sarbanes-oxley act, accounting, financial and auditing risks, and matters reported to the audit committee through our internal auditors and through anonymous reporting procedures. our nominating and corporate governance committee periodically reviews our code of business conduct and ethics, periodically reviews and administers our policy and procedures with respect to related person transactions, and reviews our compliance with applicable laws and regulations related to corporate governance. our management and compensation committee reviews and evaluates potential risks related to the design and implementation of our compensation programs.",0
738,845289,2015,"as prescribed by our bylaws, the  cotb  has the power to preside over all meetings of the board. our board has selected mr. stephen d. chesebro to serve as  cotb . mr. chesebro has served in this capacity since 2001. the board has determined that this structure is appropriate for the company as it allows our ceo to focus on his position as an advocate for management's perspective with regard to the company's goals while ensuring that the board, and therefore the company, is steered by an objective, independent guide. additionally, the board believes that this structure fosters dialogue and debate among the directors.",0
739,845818,2010,"our board of directors is led by our  cotb , alon goren, who is one of our founders and also serves as our chief technology officer. although we have not formally designated a lead independent director, james s. balloun acts as our lead independent director. mr. balloun conducts the executive sessions of the independent directors, and thereafter meets with our ceo to report on relevant discussions. mr. balloun also arranges for our ceo to meet periodically with our full board of directors to respond to board direction and guidance. given alon goren's long history with us, the length of time that mr. balloun has served on our board of directors and the relatively small size of our board of directors, we believe this board leadership structure best serves our needs and the needs of our shareholders.",0
740,845877,2013,"the act provides that five of farmer mac's directors are elected by the class a holders, and five directors are elected by the class b holders. at the meeting, ten directors will be elected for one-year terms. all of the class a nominees and all of the class b nominees currently are members of the board of directors. the directors elected by the class a holders and the class b holders at the meeting will hold office until farmer mac's 2014 annual meeting of stockholders, or until their respective successors have been duly elected and qualified. the act further provides that the president of the united states appoints five members to the board of directors with the advice and consent of the united states senate (the 'appointed members'). the appointed members serve at the pleasure of the president of the united states. the board of directors, after the election at the meeting, will consist of the five appointed members named under ' information about nominees for directors directors appointed by the president of the united states' below (or such other appointed members as may be appointed by the president and confirmed by the senate between april 15, 2013 and june 6, 2013) and the ten members who are elected by the holders of farmer mac's voting common stock.",0
741,846617,2014,"represents less than 1% includes shares as to which a person (or his/her spouse) directly or indirectly has or shares voting power and/or investment power (which includes the power to dispose) and all shares which the person has a right to acquire within 60 days of the reporting date. see stock ownership guidelines included in the compensation discussion and analysis. includes option to purchase 75 shares. mr. nielsen was first appointed to the board in november 2013. includes 44,672 shares of restricted stock subject to future vesting but as to which voting may currently be directed and 19,354 shares that may be acquired upon conversion of the tps. includes options to purchase 2,884 shares and 12,903 shares that may be acquired upon conversion of the tps. includes options to purchase 75 shares and 3,225 shares that may be acquired upon conversion of the tps. - 4 - includes 12,903 shares that may be acquired upon conversion of the tps. includes options to purchase 75 shares and 16,128 shares that may be acquired upon conversion of the trust preferred securities (the tps ). includes 32,258 shares that may be acquired upon conversion of the tps. includes 6,451 shares that may be acquired upon conversion of the tps. includes options to purchase 5,408 shares, 21,671 shares of restricted stock subject to future vesting but as to which voting may currently be directed and 3,225 shares that may be acquired upon conversion of the tps. includes options to purchase 4,188 shares and 19,867 shares of restricted stock subject to future vesting but as to which voting may currently be directed. includes 19,927 shares of restricted stock subject to future vesting but as to which voting may currently be directed and 3,225 shares that may be acquired upon conversion of the tps. includes options to purchase 4,188 shares and 7,644 shares of restricted stock subject to future vesting but as to which voting may currently be directed. includes options to purchase 16,893 shares granted to the named directors and executive officers, 113,781 shares of restricted stock subject to future vesting but as to which voting may currently be directed and 109,673 shares that may be acquired upon conversion of the tps. the board historically has been chaired by an independent director, rather than the  ceo . the current chairperson is ms. marcia hefter. the board of directors believes that the non-executive chair structure helps to distinguish the role of the chairperson, in managing the board, which in turn serves in an oversight capacity, from the responsibilities of the ceo in managing the operations of the company.",0
742,846913,2010," from april, 1998 to june 2006, the positions of  cotb  ( cotb ) and ceo ( ceo  ) of a predecessor fuel tech entity that was merged into fuel tech in 2006 were held by the same person, ralph e. bailey. in 2006, the board, in light of its continuing oversight responsibilities and relative unfamiliarity with the then newly hired ceo , john f. norris jr., concluded that it was appropriate to have a separate person serve as the leader of the corporate body in charge of overseeing the ceo 's management of the company. from june, 2006 through march, 2010, the positions of  cotb  and ceo were held by separate people. in april, 2010, the board concluded that, given the company's circumstance at that time, and, in light of mr. douglas g. bailey's over ten years of experience with fuel tech as a director and employee and the enhanced efficiencies that could be achievable by the company by a single person filling both roles, it was appropriate to have mr. douglas g. bailey serve as both  cotb , and, on an interim basis, as president and ceo . the board has not elected to appoint a lead independent director. ",1
743,849213,2011,"the company separates the positions of chief executive officer and chairman of the board in recognition of the differences between the two roles. the chief executive officer is responsible for the strategic direction of the company and the day-to-day leadership and performance of the company while the chairman of the board, in consultation with the chief executive officer, sets the agenda for, and presides over, meetings of the board. in addition, the company believes that the separation provides a more effective monitoring and objective evaluation of the chief executive officer's performance. the separation of these leadership roles also allows the chairman of the board to strengthen the board's independent oversight of the company's performance and governance standards. to give a voice to our independent directors and to provide them with a separate forum for candid discussion, the corporate governance guidelines require at least four (4) annual executive sessions of solely independent directors. the corporate governance guidelines provide that the chairman of the board preside at, and set the agenda for, all executive sessions of independent directors. if the board has not selected a chairman, then the corporate governance guidelines require that the chair of the audit committee, the corporate governance and nominating committee and the compensation committee each preside over the meetings of the independent directors in rotating order as decided by the other independent directors. another key component of the board's leadership structure is the role of the board's committees. the board has delegated certain oversight functions to its three committees, each of which is comprised entirely of independent directors and covers an extensive agenda. these committees regularly report back to the full board with specific findings and recommendations in their areas of oversight and also coordinate with the chief executive officer and other members of management. the company believes that its leadership structure, policies and practices, when combined with the company's other governance policies and procedures, function extremely well in strengthening board leadership, fostering cohesive decision making at the board level, solidifying director collegiality, improving problem solving and enhancing strategy formulation and implementation. ",0
744,849213,2011,"the company separates the positions of ceo and  cotb  in recognition of the differences between the two roles. the ceo is responsible for the strategic direction of the company and the day-to-day leadership and performance of the company while the  cotb , in consultation with the  ceo , sets the agenda for and presides over meetings of the board. in addition, the company believes that the separation provides a more effective monitoring and objective evaluation of the  ceo 's performance. the separation of these leadership roles also allows the  cotb  to strengthen the board's independent oversight of the company's performance and governance standards. to give a voice to our independent directors and to provide them with a separate forum for candid discussion, the corporate governance guidelines require at least four (4) annual executive sessions of solely independent directors. the corporate governance guidelines provide that the  cotb  preside at and set the agenda for all executive sessions of independent directors. if the board has not selected a  cotb , then the corporate governance guidelines require that the chair of the audit committee, the corporate governance and nominating committee, and the compensation committee each preside over the meetings of the independent directors in rotating order as decided by the other independent directors. another key component of the board's leadership structure is the role of the board's committees. the board has delegated certain oversight functions to its three committees, each of which is comprised entirely of independent directors and each of which covers an extensive agenda. these committees regularly report back to the full board with specific findings and recommendations in their areas of oversight and also coordinate with the ceo and other members of management. the company believes that its leadership structure, policies, and practices, when combined with the company's other governance policies and procedures, function extremely well in strengthening board leadership, fostering cohesive decision making at the board level, solidifying director collegiality, improving problem solving, and enhancing strategy formulation and implementation.",0
745,849399,2012,"currently, our board leadership structure consists of our  cotb , who is also our ceo , and our lead independent director, who was elected by the independent directors. the board believes this structure is in the best interest of our company since it provides independent board leadership while providing the benefit of having our ceo , the individual with primary responsibility for managing the company's day-to-day operations, chair regular board meetings as our board discusses key business and strategic issues. our lead independent director chairs regular executive sessions of the independent members of the board without management present. we believe this structure provides strong independent oversight of management. at this time, the board believes that the company is best served by having the same individual as both  cotb  and ceo , but will continue to consider the appropriateness of this structure. the board and its committees meet throughout the year on a set schedule, and also hold special meetings and act by written consent from time to time. the board held a total of eight meetings during fiscal 2012. during this time, no directors attended fewer than 75% of the aggregate of the total number of meetings held by the board and the total number of meetings held by all committees of the board on which such director served (during the period which such director served). agendas and topics for board and committee meetings are developed through discussions between management and members of the board and its committees. information and data that are important to the issues to be considered are distributed in advance of each meeting. board meetings and background materials focus on key strategic, operational, financial, governance and compliance matters applicable to us, including the following: reviewing annual and longer-term strategic and business plans; reviewing key product, industry and competitive issues; reviewing and determining the independence of our directors; reviewing and determining the qualifications of directors to serve as members of committees, including the financial expertise of members of the audit committee; selecting and approving director nominees; selecting, evaluating and compensating the  ceo ; reviewing and discussing succession planning for the senior management team, and for lower management levels to the extent appropriate; reviewing and approving material investments or divestitures, strategic transactions and other significant transactions that are not in the ordinary course of business; evaluating the performance of the board; overseeing our compliance with legal requirements and ethical standards; and overseeing our financial results.",1
746,849399,2012,"currently, our board leadership structure consists of our chairman, who is also our ceo, and our lead independent director, who was elected by the independent directors. the board believes this structure is in the best interest of our company since it provides independent board leadership while providing the benefit of having our ceo, the individual with primary responsibility for managing the company's day-to-day operations, chair regular board meetings as our board discusses key business and strategic issues. our lead independent director chairs regular executive sessions of the independent members of the board without management present. we believe this structure provides strong independent oversight of management. at this time, the board believes that the company is best served by having the same individual as both chairman of the board and ceo, but will continue to consider the appropriateness of this structure. ",1
747,849547,2016,". it is the sense of the board that a separate ceo and  cotb  is currently the most appropriate structure for the company because it allows each person to focus on his or her respective roles. by retaining these separate roles, our ceo can focus attention solely on the strategic direction of the company and the day-to-day leadership and performance of the company, while the  cotb  of our board can focus attention on providing guidance to the ceo and presiding over meetings of the board. the board has adopted a resolution that the  cotb  shall be an independent director under the applicable sec and nasdaq rules. the board believes that this leadership structure enhances (i) the board's oversight of, and independence from, company management, (ii) the ability of the board to carry out its roles and responsibilities on behalf of the stockholders and (iii) overall corporate governance. in the event that the board determines that it is in the best interests of the company that the positions of ceo and  cotb  be held by the same person, the board shall establish a lead independent director to ensure that the board serves in a capacity independent of company management and that all independent directors have an independent leadership contact.",0
748,850660,2010,"board leadership structure one of the key responsibilities of our board of directors is to evaluate and determine its own leadership structure that best positions it to provide independent oversight of management. the board of directors understands that its leadership structure will depend on the competitive and changing environment in which we operate our business and that the appropriate structure may vary as circumstances warrant. from january 2004 to august 2009, mr. melnuk served as our CEO and cotb . in august 2009, mr. melnuk stepped down from his position as CEO and continued as our cotb . martin quinn, a member of our executive leadership team with over 25 years experience with the company, was appointed president, and the office of CEO was not filled. our board believes that the role of our cotb , together with an independent lead director having the duties described below, is in the best interest of stockholders because it provides the appropriate balance between strategy development and independent oversight of management. our board believes that mr. melnuk, our former CEO , is best situated to serve as cotb because he is the director most familiar with the company's business and industry, and most capable of effectively identifying strategic priorities and leading the discussion and execution of strategy for our business. independent directors and management have different perspectives and roles in strategy development. the company's independent directors bring experience, oversight and expertise from outside the company and industry, while mr. melnuk brings company- and industry-specific experience and expertise to the board.   our cotb is responsible for coordinating our board's activities to ensure that our directors are properly informed and provide appropriate oversight of management and governance of the company. the cotb presides at all meetings of the board of directors and annual stockholders meetings. as former CEO , our cotb also is available to our president for advice and counsel, as appropriate, and provides leadership and support for all external communications, including investor relations. in accordance with our corporate governance guidelines, which provide that if our cotb is not an independent director, the nominating committee must recommend, and the board must appoint, one of its independent directors to serve as lead director. j. joe adorjan was appointed lead director in april 2007. the lead director is responsible for (i) coordinating and developing the agenda for the executive sessions of the non-management directors; (ii) working with the cotb and the committees to develop meeting agendas; and (iii) calling special meetings of the board or additional executive sessions, as necessary. in connection with the management organization changes announced in august 2009, the board of directors decided, and mr. adorjan agreed, to expand the responsibilities of mr. adorjan as lead director. in addition to his duties under our corporate governance guidelines, the lead director has been authorized and directed to act as a liaison between management and the non-management directors and advise the executive leadership team regarding operational plans and critical issues and challenges facing the company. he is expected to attend executive leadership team meetings, assist management to ensure timely decisions and effective execution on key operational issues and perform such other duties as the board of directors, from time to time, may assign that are commensurate with the position. ",1
749,851205,2010," the positions of  cotb  and ceo are currently occupied by one individual, dr. shillman. our board of directors believes that this leadership structure has served our company well in the past and continues to serve it well at present, as dr. shillman's nearly three decades of experience in the machine vision industry and his significant ownership interest in cognex uniquely qualify him to serve as both  cotb  and  ceo . in his combined role, dr. shillman sets the strategic direction for our company and provides ",1
750,851310,2011," the corporate governance and nominating committee serves as the representative of the board of directors for establishment and oversight of governance policy and the operation, composition and compensation of the board of directors. the corporate governance and nominating committee is currently composed of messrs. solomon, gallagher, kvamme, and van valkenburg, each of whom are independent under applicable nasdaq stock market listing standards. the corporate governance and nominating committee held no meetings in 2010. matters within the scope of the corporate governance and nominating committee were discussed in executive sessions at most regularly scheduled meetings of our board of directors. see board leadership on page 8 of this proxy statement. we separate the roles of ceo and  cotb  in recognition of the differences between the two roles. the ceo is responsible for setting the strategic direction of the company and for its operational management, leadership and performance, while the  cotb  provides guidance to the ceo and sets the agenda for, and presides over, meetings of the full board of directors. ",0
751,853816,2014,"mr. henning has extensive financial and audit experience, having served in various capacities with ernst & young from 1961 to 2000. in particular, in addition to serving in executive leadership roles with that firm, the board believes mr. henning's decades of experience as a partner with ernst & young specializing in tax matters contributes to the board's overall strength in financial matters. over the course of his career, mr. henning also had management responsibility for the new york city office of ernst & young from 1985 to 1991 and the worldwide tax practice of ernst & young from 1991 to 1993. the board believes mr. henning's experience, particularly his service as ceo of ernst & young international, adds valuable expertise to the board in matters involving accounting policies and international operations. dr. akbari has extensive business experience, with an emphasis on the use of technology within the transportation and logistics sector. the board believes dr. akbari's experience as the former ceo of skybitz, a major technology vendor to the transportation sector, as well as to many industrial sectors served by the company, provides important technological and business expertise to the board. the board also believes that dr. akbari's prior executive service in various capacities with a number of large multinational corporations provides the board with additional expertise in international matters. the leadership structure of the board consists of: (i) a  cotb , who currently is also the company's  ceo ; (ii) a lead independent director; (iii) an independent director serving as chair of the audit committee; (iv) an independent director serving as chair of the compensation committee; (v) an independent director serving as chair of the nominating and corporate governance committee; (vi) an independent director serving as chair of the strategic planning committee; and (vii) an independent director serving as the chair of the safety and risk committee. each of the audit committee, the compensation committee and the nominating and corporate governance committee consists solely of independent directors. the board believes this leadership structure is appropriate for the company as mr. gerkens is responsible for leading the overall strategic direction of the enterprise; however, the independent directors retain the decision making authority of the board because the independent directors consist of a majority of the members of the board. in addition, the independent directors constitute the sole members of the audit committee, compensation committee and nominating and corporate governance committee and a majority of members of the strategic planning committee and the safety and risk committee. the board also believes that its leadership structure is supported by each of the independent directors serving as the chair of at least one committee of the board, as the chair of each committee of the board has responsibility for setting the agenda for each meeting of that committee. ms. murphy, as lead independent director, sets the agenda for the meetings of the independent directors. further, the company's internal audit function reports directly to the audit committee. finally, there are no meetings of the board or any committee of the board at which each independent director is not an invited member, the independent directors meet regularly in executive session without any other members of management or the board, including mr. gerkens present, and the independent directors have significant input regarding the board's agenda and information flow. ",1
752,854560,2019,"the positions of  cotb  and ceo of the company are currently held by two persons, with mr. w. turner serving as  cotb  and mr. j. turner serving as  ceo . this structure has been in place since 2000, when, as part of a leadership transition, mr. j. turner was promoted to ceo and mr. w. turner, who had served as  cotb  and ceo since 1974, continued as  cotb  in an executive capacity. although mr. j. turner has subsequently assumed increased responsibilities from mr. w. turner, the board believes that the separation of the  cotb  and ceo positions remains appropriate, as this allows mr. j. turner to better focus on his primary responsibilities of overseeing the implementation of our strategic plans and daily consolidated operations, while allowing mr. w. turner to lead the board in its fundamental role of oversight of management.",0
753,854701,2013,"since march 2008, mr. lee has served as our executive cotb . in such role, mr. lee is also a part-time executive officer of issi. prior to march 2008, mr. lee had served as our CEO and mr. howarth has served as our CEO since such time. the board of directors believes that mr. lee is best situated to serve as cotb because he is the director most familiar with issi's business and industry and most capable of identifying strategic priorities and leading the discussion and execution of strategy. as the former CEO and a founder of issi, mr. lee plays a key role as an interface between the independent directors and issi's senior management team. the board's employee directors, mr. howarth and mr. han, provide insight on issi's business, strategy and day to day operations. the board's independent directors provide a range of perspectives and insights in strategic development through their collective experience and expertise in a variety of management, engineering and financial roles in the semiconductor industry. the board of directors does not have a formal policy regarding whether the cotb should be an independent director or a member of management. the board believes that its current structure promotes strategic development and execution, and facilitates information flow between management and the board of directors, which the board believes are essential to effective governance. issi does not have a lead independent director. the board of directors and the board committees oversee risk management in a number of ways. the audit committee oversees the management of financial and accounting related risks as an integral part of it duties. similarly, the compensation committee considers risk management when setting the compensation policies and programs for issi's executive officers. the board of directors and the audit committee regularly receive reports on various risk related items including risks related to foundry relationships, operation issues, intellectual property, taxes, products and employees. the board of directors and the audit committee also receive periodic reports on issi's efforts to manage such risks through safety measures, insurance or self-insurance.",1
754,854775,2010,"board leadership structure our company does not have a written policy with respect to separation of the roles of CEO and  COTB  because our board of directors believes it is in the best interests of our stockholders to make that determination based on the applicable circumstances. the board of directors is currently led by mr. dunsmore in his role as  COTB . the board has determined that having our CEO serve as  COTB  is in the best interest of our stockholders at this time, in large part because the CEO is responsible for the daily management of our company and the development and implementation of our corporate strategy and has regular contact and access to the people, information and resources necessary to facilitate the appropriate flow of information and to support the functions of the board of directors. our independent non-employee directors have elected mr. nawaz from among themselves to serve as lead director to complement the  COTB 's role. as our lead director, mr. nawaz (i) presides as chair of meetings of the board of directors when the  COTB  is absent; (ii) organizes, convenes and presides over executive sessions of the independent non-employee directors, (iii) serves as the principal liaison between the independent non-employee directors and the  COTB  and  CEO , (iv) consults with the  COTB  in establishing schedules and agendas for meetings of the board of directors, and (v) serves in such other capacities with such other duties as the independent non-employee directors may determine from time to time. the board of directors has determined that this leadership structure is appropriate given the specific characteristics and circumstances of the company because it strengthens the board's role in fulfilling its risk oversight and general oversight responsibilities and its fiduciary duties to our stockholders. furthermore, our company's current leadership structure recognizes the depth of company and industry experience of mr. dunsmore, and the need for a leader among independent non-employee directors in order to facilitate both compliance with   listing requirements and communication among our independent directors and the  COTB  and  CEO . ",0
755,855654,2010," consistent with these considerations, the board has determined that all of the current members of the board are, and dr. goldberg, upon election, will be, independent directors, except mr. junius, who is also an immunogen executive officer, and dr. sayare, who was an immunogen employee until his retirement on november 11, 2009. we do not have a policy on whether the same person should serve as both the principal executive officer and  cotb  or, if the roles are separate, whether the  cotb  should be selected from the non-employee directors or should be an employee. our board believes that it should have the flexibility to make these determinations in the way that it believes best provides appropriate leadership for immunogen at a given time. ",0
756,857737,2014,"currently, the board believes our current leadership structure, where our ceo also serves as our  cotb , provides the most efficient and effective leadership model by enhancing the  cotb  and  ceo 's ability to provide insight and direction of business strategies and plans to both the board and management. the board believes our business strategies are best served if the  cotb  is also a member of our management team. the board believes that a single person, acting in the capacities of  cotb  and  ceo , provides unified leadership and focus. we do not have a lead independent director; however, all of our board committees are comprised of independent directors. we believe the independent nature of our board committees, as well as the practice of our independent directors to meet in executive session without mr. cole and the other members of our management present, ensures that our board maintains a level of independent oversight of management that is appropriate for our company.",1
757,857855,2010,"mr. tallent has served as president and CEO of united community banks, inc. from the time it was formed in 1988. he served as united community bank's president and CEO since 1984 and currently serves as its  COTB . under mr. tallent's leadership, united community bank has grown from a small, one-branch banking operation in the rural community of blairsville, georgia to the third largest bank holding company headquartered in georgia with $8 billion in assets and 107 banking offices covering three states in the southeast. mr. tallent is a member of the georgia power board and serves as a trustee of young harris college in young harris, georgia. he is a former member of the state board for the georgia department of technical and adult education, the global health action board of directors and the georgia chamber of commerce board of directors. mr. tallent has also served as the georgia state ymca finance  COTB . mr. tallent's many professional accomplishments include the georgia economic developers association's spirit of georgia award that was presented to mr. tallent in 1999. this award is presented annually to a georgia business executive who has demonstrated superior ability, originality, potential impact, and courage in business development. for five consecutive years georgia trend magazine has recognized mr. tallent as one of the 100 most influential georgians. in 2007, mr. tallent was honored with the ernst & young entrepreneur of the year award for financial services in the alabama / georgia / tennessee region. mr. tallent attended young harris college and piedmont college and is a graduate of the georgia banking school in athens, georgia. for the following reasons, the board of directors of united community banks, inc. has concluded that mr. tallent should serve as a director of the company. as president and CEO , mr. tallent is the only officer to serve on our board, consistent with our past practice. with more than 26 years of experience, mr. tallent has a deep knowledge and understanding of united, its community banks and its lines of business. mr. tallent has demonstrated leadership abilities and has the integrity, values and good judgment that make him well-suited to serve on the board of directors. robert l. head, jr. director since 1988 age 70 ",0
758,858452,2011,"at this time, we have determined that the unified position of  cotb  and ceo is an appropriate leadership structure because it serves to provide open and timely communication between the board and management. we believe that there are a number of important advantages to combining the positions of  cotb  and  ceo . the ceo is the director most familiar with our business and industry and is best situated to lead discussions on important matters. combining the  cotb  and ceo positions creates a firm link between management and the board and promotes the development and implementation of corporate strategy. the board receives an annual, in depth review of risks that may potentially affect us, as identified and presented by management, including all such risks reflected in our periodic filings. additionally, the board receives regular, quarterly updates on all such elements of risk. the board may, and from time to time has, requested supplemental information and disclosure about any other specific area of interest and concern relevant to risks it believes are faced by us and our business. the board believes our current leadership structure enhances its oversight of risk management because our  ceo , who is ultimately responsible for our risk management process, is in the best position to discuss with the board these key risks and management's response to them by also serving as  cotb . ",1
759,858470,2010,"mr. dinges serves as the chairman of the board, president and chief executive officer of the company. mr. peacock serves as the lead director. with the separate lead director, the board of directors believes that the combined role of chairman and ceo strengthens the communication between the board of directors and company management. mr. peacock, as lead director, serves as a mentor to mr. dinges (along with the other board members) and his specific responsibilities are to preside over an executive session of the non-management and independent directors at each regularly scheduled meeting of the board of directors and to serve as a liaison between mr. dinges and the independent directors. ",1
760,858470,2013,"mr. dinges serves as the  cotb , president and ceo of the company. we believe that our board of directors is best served by combining the roles of  cotb  and ceo and that mr. dinges is highly qualified to serve in this role. the  cotb  and ceo is responsible to the board for the overall management and functioning of the company. the  cotb  is joined in the leadership of the board by our lead director, mr. peacock, who was elected by the non-management directors. mr. peacock has significant board experience and has served on the company's board since 1998 and as lead director since 2005. mr. peacock performs an important role in the leadership of the board by presiding at executive sessions of the non-management directors at each regular board meeting and setting the agenda for these sessions. mr. peacock also serves as a mentor to mr. dinges and as a liaison between mr. dinges and the other independent directors. in addition to the lead director, our corporate governance guidelines also contain strong checks and balances regarding the combined role of ceo and  cotb . those provisions include the inability of the ceo to serve on any committees of the board other than the executive committee, as only non-management directors may do so, and the requirement that a substantial majority of the directors be independent, as discussed above under board of directors independence. all of our directors are independent, other than mr. dinges. our board of directors has determined that its current leadership structure is appropriate. the board believes that mr. dinges, acting in his capacity as ceo of the company, is well positioned to facilitate communications with the board of directors about our business. mr. dinges has served in this capacity since may 2002, during which time the company's business has undergone signification changes. only one of the current independent directors, mr. peacock, the lead director, was serving at that time, so mr. dinges provides continuity and historical perspective to the board. under mr. dinges leadership, the company has grown from a market capitalization of approximately $800 million with operations in onshore texas and louisiana gulf coast, the rocky mountains, the anadarko basin and appalachia to an over $12 billion market capitalization company with most of its reserves in the marcellus shale area in northeast pennsylvania. in addition, mr. dinges has the full confidence of the board. for all these reasons, the board has determined that the most appropriate form of leadership for the board of directors currently is for the ceo , who is responsible for the day-to-day operations of the company, to serve as  cotb , with strong and independent oversight by the lead director and the other non-management directors.",1
761,858877,2011,"cisco's board of directors believes strongly in the value of an independent board of directors. currently, 75% of the members of cisco's board of directors are independent. this includes all members of the key board committees the audit committee, the compensation and management development committee, and the nomination and governance committee. cisco has established a lead independent director role with broad authority and responsibility, as described further below. the independent members of the board of directors also meet regularly without management, which meetings are chaired by the lead independent director. ms. bartz currently serves as lead independent director, and mr. chambers currently serves as cisco's chairman and chief executive officer ( ceo ). the board of directors believes that it should maintain flexibility to select cisco's chairman and board leadership structure from time to time. our policies do not preclude the ceo from also serving as chairman of the board. the board of directors believes that it is currently in the best interest of cisco and its shareholders for mr. chambers to serve in both roles. the board of directors believes the role of chairman and ceo, together with the role of the lead independent director, provides an appropriate balance in cisco's leadership. the role given to the lead independent director helps ensure a strong independent and active board. in light of mr. chambers knowledge of cisco and its industry, and his experience successfully navigating cisco through both strong and challenging periods, his ability to speak as chairman and ceo provides strong unified leadership for cisco. ",1
762,858877,2012,"the board of directors believes that it should maintain flexibility to select cisco's chairman and board leadership structure from time to time. our policies do not preclude the ceo from also serving as chairman of the board. the board of directors believes that it is currently in the best interest of cisco and its shareholders for mr. chambers to serve in both roles. the board of directors believes the role of chairman and ceo, together with the role of the lead independent director, provides an appropriate balance in cisco's leadership. the role given to the lead independent director helps ensure a strong independent and active board. in light of mr. chambers knowledge of cisco and its industry, and his experience successfully navigating cisco through both strong and challenging periods, his ability to speak as chairman and ceo provides strong unified leadership for cisco. ",1
763,859368,2011,"our amended and restated bylaws, or bylaws, provide for a range of directors from three to twelve, with the exact number set by the board of directors. the board has set the current authorized directors at eight members. the directors are divided into three classes. each director serves a term of three years. there are currently eight members of our board. at each annual meeting, the term of one class expires. the class of directors with a term expiring at this annual meeting consists of three directors. our board of directors believes the positions of ceo and  cotb  should be combined to provide unified leadership and direction. our board reserves the right to adopt a different policy should circumstances change. the  cotb / ceo  works closely with the entire board and has regular substantive communications with the chairperson of the nominating and governance committee, spencer davidson, who is also our lead non-management director. our corporate governance guidelines provide that the lead non-management director is responsible for chairing the regular sessions of the non-executive directors and that the non-management directors will communicate on a regular basis, but not less than three times a year, and will meet in executive session at the beginning or conclusion of each regularly-scheduled board meeting. the board believes that it is currently in our best interest to have mr. shacknai serve as  cotb  and ceo for the following reasons. the ceo serves as a bridge between management and the board, ensuring that both groups act with a common purpose. the extensive knowledge of mr. shacknai, our founder, regarding our operations and industries and the markets in which we compete uniquely positions him to identify matters for board review and deliberation. additionally, the combined role of  cotb  and  ceo , while balanced with our use of a lead non-management director, facilitates centralized board leadership in one person, so there is no ambiguity about accountability. this structure also eliminates conflict between two leaders and minimizes the likelihood of two spokespersons sending different messages. in this regard, our board's current leadership structure is consistent with practice at many large u.s. companies. american companies have historically followed a model in which the ceo also serves as  cotb ; this is particularly true for larger companies where the complexities of the issues often warrant a combined position to ensure effective and efficient board meetings, information flow, crisis management and long term planning. our current leadership structure with the combined  cotb / ceo  leadership role and a lead independent director enhances the  cotb / ceo 's ability to provide insight and direction on important strategic initiatives to both management and the independent directors and, at the same time, ensures that the appropriate level of independent oversight is applied to all board decisions. finally, providing additional balance on our board, and as discussed in the following section, all of our directors other than mr. shacknai are independent under the rules of the nyse. by signing the proxy, you revoke all prior proxies and appoint jonah shacknai, jason d. hanson and mark a. prygocki, and each of them, with full power of substitution, to vote your shares on the matters shown on the reverse side and any other matters that may properly come before the annual meeting and all adjournments. this proxy will be governed by and construed in accordance with the laws of the state of delaware and applicable federal securities laws. election of directors:",1
764,859598,2013,"the board believes that there is no single best organizational model that would be most effective in all circumstances and that it is in the best interests of the company and its stockholders for the board to retain the authority to modify its leadership structure to best address the company's circumstances from time to time. the board believes that the most effective leadership structure for the company at the present time is to have charles fabrikant serve as executive  cotb  (the executive  cotb  ) and oivind lorentzen serve as  ceo . additionally, the independent directors decided to elect a director to serve in the role of lead director (as described in the company's corporate governance guidelines, which are available on the company's website). the lead director, supported by the chairs of the independent committees of the board, is responsible for assessing the performance of the executive  cotb  and the ceo and protecting against potential management conflicts. currently, andrew r. morse serves as lead director. mr. morse is knowledgeable about the company's business, having been a member of the board since june 1998. mr. morse also serves as the chair of seacor's audit committee, a role that the board believes complements his role as lead director. as lead director, mr. morse confers with the executive  cotb  and the  ceo , convenes and chairs executive sessions of the independent directors, serves as a liaison between the independent directors and the executive  cotb  and the  ceo , as appropriate, including providing them with consolidated feedback from executive sessions of the independent directors, and is available in appropriate circumstances to discuss or otherwise communicate about corporate governance matters with the company's stockholders.",0
765,859737,2013,"we separate the role of ceo from the leadership of our board in recognition of the different roles of each position and to foster independent leadership of our board. david r. lavance, jr. serves as the independent  cotb . the company's  cotb  chairs and presides over meetings of the board and serves as a liaison between the independent directors and management. the authority and responsibilities of the  cotb  further include the following: advise and consult with the  ceo , senior management and the chairperson of each committee of the board as to the appropriate information, agendas and schedules of board and committee meetings; advise and consult with the ceo and senior management as to the quality, quantity and timeliness of the information submitted by management to the independent directors; recommend to the ceo and the board the retention of advisers and consultants to report directly to the board; call meetings of the board or executive sessions of the independent directors; develop the agendas for and preside over executive sessions of the board's independent directors; and coordinate with the independent directors in respect of each of the foregoing.",0
766,860730,2013,"board leadership structure. the board appointed the company's CEO as cotb because he is the director most familiar with the company's business and industry, and as a result is best suited to effectively identify strategic priorities and lead the discussion and execution of strategy. the board believes the combined position of cotb and CEO promotes a unified direction and leadership for the board and gives a single, clear focus for the chain of command for our organization, strategy and business plans. board's role in risk oversight. risk is inherent with every business. management is responsible for the day-to-day management of risks the company faces, while the board of directors, as a whole and through its committees, has responsibility for the oversight of risk management. in its risk oversight role, the board of directors has the responsibility to satisfy itself that the risk management processes designed and implemented by management are adequate and functioning as designed. our board of directors oversees an enterprise-wide approach to risk management, designed to support the achievement of organizational objectives, including strategic objectives, to improve long-term organizational performance and enhance stockholder value. a fundamental aspect of risk management is not only understanding the risks a company faces and what steps management is taking to manage those risks, but also understanding what level of risk is appropriate for the company. the involvement of the full board of directors in setting our business strategy is a key part of its assessment of management's appetite for risk and also a determination of what constitutes an appropriate level of risk for the company. we conduct an annual enterprise risk management assessment, which is facilitated by our enterprise risk management team in collaboration with our internal auditors. the senior internal audit executive officer reports to the CEO and cotb and to the audit and compliance committee in this capacity. in this process, we assess risk throughout the company by conducting surveys and interviews of our employees and directors, soliciting information regarding business risks that could significantly adversely affect the company, including the achievement of its strategic plan. we then identify any controls or initiatives in place to mitigate any material risk and the effectiveness of any such controls or initiatives. the enterprise risk management team annually prepares a report for senior management and, ultimately, the board of directors regarding the key identified risks and how we manage these risks to review and analyze both on an annual and ongoing basis. senior management attends the quarterly board meetings and is available to address any questions or concerns raised by the board regarding risk management and any other matters. additionally, each quarter, the board of directors receives presentations from senior management on strategic matters involving our operations. while the board of directors has the ultimate oversight responsibility for the risk management process, various committees of the board assist the board in fulfilling its oversight responsibilities in certain areas of risk. in particular, the audit and compliance committee focuses on financial and enterprise risk exposures, including internal controls, and discusses with management, the senior internal audit executive officer, the senior chief ethics and compliance officer and the independent registered public accounting firm, our policies with respect to risk assessment and risk management. the audit and compliance committee also assists the board in fulfilling its duties and oversight responsibilities relating to the company's compliance with applicable laws and regulations, the company code of conduct and related company policies and procedures, including the corporate ethics and compliance program. the compensation committee assists the board in fulfilling its oversight responsibilities with respect to the management of risks arising from our compensation policies and programs. the patient safety and quality of care committee assists the board in fulfilling its risk oversight responsibility with respect to our policies and procedures relating to patient safety and the delivery of quality medical care to patients. board meetings and committees; policy regarding director attendance at annual meetings of stockholders. during 2011, our board of directors held six meetings. all directors attended at least 75% of the board meetings and meetings of the committees of the board on which the director served, held during the period for which he served as a director. the company did not have an annual meeting of stockholders in 2010 or 2011 and our directors were re-elected through stockholder action taken on written consent effective april 28, 2010 and march 9, 2011, respectively. following our ipo, it is our policy that directors are strongly encouraged to attend the company's annual stockholder meetings. audit and compliance committee. our audit and compliance committee is composed of jay o. light, geoffrey g. meyers ( cotb ) and wayne j. riley, m.d. our board has affirmatively determined that each member of the audit and compliance committee meets the definition of independent director for purposes of the nyse rules and the independence requirements of rule 10a-3 of the exchange act. our board has determined that geoffrey g. meyers is an audit committee financial expert. the audit and compliance committee is responsible for, among other things: selecting the independent registered public accounting firm; pre-approving all audit engagement fees and terms, as well as audit and permitted non-audit services to be provided by the independent auditors; at least annually, obtaining and reviewing a report of the independent registered public accounting firm describing the firm's internal quality-control procedures and any material issues raised by its most recent review of internal quality controls; evaluating the qualifications, performance and independence of the independent registered public accounting firm; reviewing with the independent registered public accounting firm any difficulties the independent registered public accounting firm encountered during the course of the audit work, including any restrictions in the scope of activities or access to requested information or any significant disagreements with management and management's responses to such matters; setting policies regarding the hiring of current and former employees of the independent registered public accounting firm; reviewing and discussing the annual audited and quarterly unaudited financial statements with management and the independent registered public accounting firm; discussing earnings press releases and the financial information and earnings guidance provided to analysts and rating agencies; discussing policies governing the process by which risk assessment and risk management is to be undertaken; reviewing disclosures made by the CEO and cfo regarding any significant deficiencies or material weaknesses in our internal control over financial reporting; reviewing with the independent registered public accounting firm the internal audit responsibilities, budget and staffing, as well as procedures for implementing recommendations made by the independent registered public accounting firm and any significant matters contained in reports from the internal audit department; establishing procedures for receipt, retention and treatment of complaints we receive regarding accounting, auditing or internal controls and the confidential, anonymous submission of anonymous employee concerns regarding questionable accounting and auditing matters; discussing with our general counsel legal or regulatory matters that could reasonably be expected to have a material impact on business or financial statements; annually evaluating performance of the audit and compliance committee and periodically reviewing and reassessing the audit and compliance committee charter; providing information to our board that may assist the board in fulfilling its responsibility to oversee the integrity of the company's financial statements, the company's compliance with legal and regulatory requirements, the independent registered public accounting firm's qualifications and independence and the performance of the company's internal audit function and independent auditor; and preparing the report required by the sec to be included in our annual report on form 10-k or our proxy or information statement. the audit and compliance committee has adopted a charter which can be obtained on the corporate governance page of the company's website at www.hcahealthcare.com. in 2011, the audit and compliance committee met twelve times. compensation committee. our compensation committee is currently composed of john p. connaugton, jay o. light ( cotb ), geoffrey g. meyers and michael w. michelson. our board of directors has affirmatively determined that each of jay o. light and geoffrey g. meyers meet the definition of independent director for purposes of the nyse rules, the definition of outside director for purposes of section 162(m) of the internal revenue code, and the definition of non-employee director for purposes of section 16 of the exchange act. the board of directors has established a sub-committee of our compensation committee consisting of messrs. light and meyers for purposes of approving any compensation that may otherwise be subject to section 162(m) of the internal revenue code. the compensation committee is generally charged with the oversight of our executive compensation and rewards programs. responsibilities of the compensation committee include the review and approval of the following items: executive compensation strategy and philosophy; compensation arrangements for executive management; design and administration of the annual senior officer performance excellence program; design and administration of our equity incentive plans; executive benefits and perquisites (including the hca restoration plan and the supplemental executive retirement plan); and any other executive compensation or benefits related items deemed appropriate by the compensation committee. in addition, the compensation committee considers the proper alignment of executive pay policies with company values and strategy by overseeing employee compensation policies, corporate performance measurement and assessment, and CEO performance assessment. the compensation committee may retain the services of independent outside consultants, as it deems appropriate, to assist in the strategic review of programs and arrangements relating to executive compensation and performance. in 2011, the compensation committee hired semler brossy consulting group, llc to assist in conducting an assessment of competitive executive compensation. semler brossy consulting group, is retained by, and reports directly to, the compensation committee. a consultant from the firm attends most of the committee meetings in person or by phone and supports the committee's role by providing independent expertise. its main responsibilities are to: review and advise on the company's executive compensation programs, including base salaries, short- and long-term incentives, and other benefits, if any; review and analyze peer proxy officer compensation, compensation survey data, and other publicly available data; review and analyze management prepared market pricing analysis (i.e., review compensation surveys used, job matches, survey weightings, and year-over-year change in analysis results); and advise on current trends in compensation including design and pay levels. the compensation committee may consider recommendations from our CEO and compensation consultants, among other factors, in making its compensation determinations. the compensation committee has the authority to delegate any of its responsibilities to one or more subcommittees as the committee may deem appropriate. for a discussion of the processes and procedures for determining executive and director compensation and the role of executive officers and compensation consultants in determining or recommending the amount or form of compensation, see executive compensation compensation discussion and analysis. the compensation committee has adopted a charter which can be obtained on the corporate governance page of our website at www.hcahealthcare.com. in 2011, the compensation committee met seven times. nominating and corporate governance committee. our nominating and corporate governance committee consists of thomas f. frist iii ( cotb ), michael w. michelson and stephen g. pagliuca. the nominating and corporate governance committee is responsible, subject to the requirements of the stockholders agreement, for (1) identifying, recruiting and recommending to the board of directors individuals qualified to become members of our board of directors, (2) reviewing the qualifications of incumbent directors to determine whether to recommend them for reelection, (3) reviewing and recommending corporate governance policies, principles and procedures applicable to the company and (4) handling such other matters that are specifically delegated to the nominating and corporate governance committee by the board of directors from time to time. the nominating and corporate governance committee has adopted a charter which can be obtained on the corporate governance page of our website at www.hcahealthcare.com. in 2011, the nominating and corporate governance committee met one time. patient safety and quality of care committee. our patient safety and quality of care committee is composed of kenneth w. freeman ( cotb ), william r. frist, stephen g. pagliuca and wayne j. riley, m.d. this committee reviews our policies and procedures relating to the delivery of quality medical care to patients as well as matters concerning or relating to the efforts to advance the quality of health care provided and patient safety. the patient safety and quality of care committee has adopted a charter which can be obtained on the corporate governance page of our website at www.hcahealthcare.com. in 2011, the patient safety and quality of care committee met four times. ",0
767,860731,2013,"the roles of  cotb  and ceo are separate with mr. yeaman serving as  cotb  and mr. marr serving as president and  ceo . we believe it is beneficial to separate the roles of ceo and  cotb  to facilitate their differing roles in the leadership of tyler. the role of the  cotb  is to set the agenda for, and preside over, board meetings, as well as providing advice and assistance to the  ceo . in contrast, the ceo is responsible for handling the day-to-day management direction of tyler, serving as a leader to the management team, and formulating overall corporate strategy. mr. yeaman, as our  cotb  and former  ceo , brings over 14 years of experience within our industry as well as extensive expertise from outside tyler, while mr. marr, as a director and our  ceo , brings over 29 years of company-specific experience and expertise. we believe that this structure allows for a balanced corporate vision and an ability to effectively execute our strategy. the board of directors has concluded at this time that it is not necessary to establish a lead director. ",0
768,861459,2011,"all members of the audit/compliance committee are non-employee directors who are, and at all times during 2010 were, determined by the board to be independent under the listing standards of the nyse. each member also satisfies the independence requirements for audit committee members of public companies established by the sec. the board has determined that mr. kelsey meets the criteria as an audit committee financial expert as defined by the sec rules. the board of directors has also determined that all members of the audit/compliance committee are financially literate as required by the listing standards of the nyse. the audit/compliance committee has direct responsibility for risk oversight related to accounting matters, financial reporting, and enterprise, legal and compliance risks. a more complete description of the risk responsibility, functions and activities of the audit/compliance committee can be found under board leadership structure and its role in risk oversight on page 13 of this proxy statement and in report of the audit/compliance committee on page 49, as well as in the audit/compliance committee charter. you can view and print the audit/compliance committee charter on granite's website. see granite website on page 16. the board of directors has determined that having an independent director serve as the  cotb  is in the best interest of granite and its shareholders at this time. in 2009, granite engaged in a major reorganization in order to better capture the opportunities available to it in the current and future construction environment. the board believes that having a strong independent director serve as  cotb  promotes greater oversight of granite by the independent directors and provides for greater management accountability going forward. the structure ensures more active participation by the independent directors in setting the board's agenda and establishing the board's priorities. however, the board, in accordance with its corporate governance guidelines and policies, retains the flexibility to decide, as new circumstances arise, whether or not to combine or separate the position of  cotb  and  ceo . the option of every one year, every two years or every three years that receives the highest number of votes cast by shareholders will be deemed to be the frequency for the say-on-pay advisory vote that has been selected by shareholders. however, because this vote is advisory and not binding on the board of directors or the company in any way, the board may decide that it is in the best interests of the shareholders and the company to hold the say-on-pay advisory vote more or less frequently than the option approved by shareholders.",0
769,861842,2011,"the directors of bancorp are also the directors of cathay bank and members of certain of its committees. in 2010, the board of directors of cathay bank (the bank board ) established a special committee composed of three independent directors (kelly l. chan, joseph c.h. poon, and ting y. liu) (the compliance committee ) to review and recommend changes to the operations and functioning of the bank board and its committees. in recognition of the increased complexity and risk of cathay bank's business and operations and the challenges of the business environment, the compliance committee recommended that the bank board consider, among other things: subject to the criteria described below in the discussion regarding the nomination and governance committee, adding one to two new directors to the bank board who possess commercial banking expertise and experience in board governance either by expanding the bank board or through attrition; setting certain procedures for designating and setting the scope of duties for a lead independent director; modifying its committee structure to reduce the number of committees; creating a bank board administrative support function; and increasing and strengthening bank board reports. these recommendations were adopted by the board and the bank board. in may 2010, the board reduced the number of its standing committees from seven to four. the executive compensation committee and the equity incentive plan committee were combined and named the compensation committee. in addition, the executive committee and the esopt committee were each restructured from a board level standing committee to a management level committee. at present, the board's four standing committees are the compensation committee, the audit and risk management committee, the nomination and governance committee, and the investment committee. at the same time, the bank board restructured its standing committees. as discussed below, the bancorp board also created a lead independent director position in july 2010. dunson k. cheng has served as both  cotb  and ceo of bancorp since 1994. the  cotb  sets the agendas and presides at board meetings and generally takes the lead role in the boardroom. in the absence of the  cotb , the executive vice  cotb  presides at board meetings. the board believes that this structure provides clarity of leadership, which is particularly important for financial services firms in the challenging economic environment that has been continuing over recent years, and that mr. cheng is uniquely qualified through his experience and expertise to continue leading bancorp in this dual capacity. to enhance the independence of its process, the board in july 2010 created a lead independent director position, at which time the independent directors elected joseph c.h. poon to serve as the lead independent director. the lead independent director is elected by the majority of independent directors on an annual basis at the first executive session after the annual stockholder's meeting, and is charged with the following responsibilities: chairing meetings of the independent directors in executive session; facilitating communications between other members of the board and the  cotb  and/or the  ceo ; and consulting with the  cotb  and/or the ceo on matters relating to corporate governance and board performance. the board accomplishes much of its governance and oversight role through its compensation, audit and risk management, and nomination and governance committees that are made up entirely of independent directors, and the chairs of these committees take the lead in matters coming within their purview. in addition, the independent directors meet at least quarterly in executive session. finally, the  cotb  serves at the pleasure of the board, and the independent members of the board (constituting a majority of the directors) can call special meetings if the need arises. the board therefore believes that adequate controls exist and that, given its size and the nature of its business, bancorp and its stockholders are currently most advantaged by leaving the roles of  cotb  and ceo combined.",1
770,861878,2012,"in august 2008, our chairman of the board, jack w. schuler, resigned as chairman after serving for more than 18 years, and our board appointed him as our lead director and appointed our president and chief executive officer, mark c. miller, who had served in these positions for more than 16 years, to the additional position of chairman of the board. the board made these changes to give formal recognition to mr. miller and to acknowledge the way in which the roles played by messrs. schuler and miller had evolved over time. ",1
771,861878,2013,"our board of directors is composed of 10 directors. with the exception of mark c. miller, our executive  cotb , and charles a. alutto, our president and  ceo , all of our directors are outside directors (i.e., directors who are neither officers nor employees of ours). the board has determined that all of our outside directors are independent under the applicable listing standards of the nasdaq global select market. the board of directors believes that this proposal is unnecessary and not in the best interests of our stockholders. consequently, the board recommends a vote against this proposal. ",0
772,861884,2014," the board of directors presently consists of nine directors, seven of whom are independent. all directors are elected to serve a one-year term. the board has determined that directors should retire at the age of 75. non-management directors meet regularly in executive sessions without management. 'non-management' directors are all those who are not company officers or employees and include directors, if any, who are not 'independent' by virtue of the existence of a material relationship with the company, former status or family relationship or for any other reason. executive sessions are led by the 'lead director.' an executive session is held immediately prior to each regularly scheduled quarterly board meeting and other sessions may be called by the lead director in his own discretion or at the request of the board. mr. hayes has been elected by the independent directors to act as the lead director. since the board has determined that all of the non-management directors are independent, these executive sessions are also meetings of the independent directors. the board has carefully considered whether to separate the roles of  cotb  and  ceo , and the board has concluded that splitting the roles is not beneficial in all companies and is not appropriate for reliance. the board believes, as some studies have shown, that the costs of separation are greater than the benefits. having a strong independent lead director as we do balances the  cotb  and ceo and eliminates risks often associated with combining the roles. in july 2012 the board strengthened the lead director's responsibilities so that his responsibilities include those duties identified as best practices when the roles of  cotb  and ceo are held by the same person. the  cotb  and the lead director share the responsibilities of chair of the board of directors and work together to resolve any issues that arise and to develop a consensus among the directors. the board has determined that mr. hannah is the best qualified person to serve as both ceo and  cotb  at the present time and desires to retain the flexibility to make decisions in the future based on who, at that time, is best qualified to serve the needs of the company. having the ceo serve as  cotb  strengthens his authority to speak for the company and provides greater efficiencies in preparing agendas, reports and documents for the directors and increasing the flow of information between management and the board. the independent directors provide necessary oversight of and guidance to the ceo and make all determinations regarding his evaluation and compensation. the company has consistently outperformed its peers with a cooperative and collegial attitude among management and the directors, and the board desires to maintain that atmosphere so that we can all focus on enhancing shareholder value and growing the reliance family of companies. other than messrs. hannah and mollins, who are officers and employees of the company, the board has determined that no director has any material relationship with the company nor is any such director affiliated with any entity or person who has a material relationship with the company. ms. anderson is a former partner of ernst & young llp, the company's auditor prior to 2007 and a continuing provider of tax and advisory services to the company. the board has determined that, since ms. anderson is retired from ernst & young llp and did not provide services to the company during her tenure at the firm, her prior relationship is not material to the determination of independence. accordingly, the board has determined that all of the directors other than messrs. hannah and mollins qualify as independent directors under new york stock exchange rule 303a. in making this determination, the board reviewed and considered information provided by the directors and the company with regard to each director's business and personal activities as they may relate to the company and to the company's management. ",1
773,862510,2011,"the board believes that separating  cotb  and ceo positions is the appropriate leadership structure for trh at the present time. as directors continue to have increased oversight responsibilities, the board believes that trh's current leadership structure allows the  cotb , mr. press, to focus on board and board committee matters so that the  ceo , mr. orlich, can focus on trh's operations and function as trh's leader to its insurers, brokers and employees. both the board and management can then work together productively on strategic planning for trh. trh's by-laws permit the board to determine the best leadership structure for trh from time to time and to choose whether to keep the roles of  cotb  and ceo separate or combined. the by-laws provide that if the  cotb  is an officer of trh, trh's independent directors will elect, by majority vote, one independent director to be trh's lead independent director, to serve as the leader of the independent directors. using trh's director independence standards which are attached in appendix a, the board has affirmatively determined that each of messrs. bradley, chippendale, foos, mccarthy, press and tizzio are independent under the current new york stock exchange rules. mr. chippendale has advised the board that pricewaterhousecoopers llp has in the past provided, and continues currently to provide him with personal tax services. the board considered the tax services provided by pricewaterhousecoopers llp to mr. chippendale and concluded that the services provided do not impair mr. chippendale's or pricewaterhousecoopers llp's independence. during 2010, transatlantic reinsurance company ('trc'), trh's major operating subsidiary, was approached by an independent intermediary on behalf of controlled risk insurance company, ltd. ('crico') to participate in a competitive bidding process on a reinsurance program covering the harvard university medical community's physicians, institutions and employees. trc conducted its normal underwriting review and bid on the program. trc was selected as a reinsurer on the program and participates on the same terms as other reinsurers that are not affiliated with either crico or trc. mr. mccarthy serves as president of the risk management foundation of the harvard medical institutions, inc. ('rmf'), which is an affiliate of crico. in addition, mr. bradley serves as a director, and mr. press serves as a non-director committee member, of rmf. after a thorough review of the underwriting process and program by the general counsel's office and upon the recommendation of the general counsel, the audit committee reviewed and approved trc's participation in the program and, after further review, the board also concluded that this transaction would not impair the independence of messrs. mccarthy, bradley or press. there were four regularly scheduled meetings of the board and one special meeting of the board during 2010. additionally, during 2010 there were three board consents and four executive committee consents. all of the directors attended at least 79 percent of the aggregate of all meetings of the board and of the committees of the board on which they served. trh does not require its directors to attend annual meetings of stockholders. six of trh's directors who are standing for re-election attended the trh 2010 annual meeting of stockholders. trh holds at least one regularly scheduled meeting each year of its non-management directors, and at least one regularly scheduled meeting of its independent directors, the presiding director at such meetings will be elected by such non-management or independent directors, respectively. the audit committee's function, as provided in the audit committee charter, is to assist the board of directors in its oversight of: the integrity of trh's financial statements; trh's internal control over financial reporting; trh's compliance with legal and regulatory requirements; the independent accountants' qualifications, independence and performance; and the performance of trh's internal audit function. the committee's charter is included with this proxy statement as appendix b and it is available on trh's website at by following the links to investor information and then to the committee charting section. the audit committee held twelve meetings during 2010.",0
774,862831,2011,"the board of directors believes that effective corporate governance is best accomplished if the roles of  cotb  and ceo are separated. the board of directors believes that separating these two positions allows each person to focus on their individual responsibilities, which is essential in the current business and economic environment. under this structure, our ceo can focus his attention on the day-to-day operations and performance of the company and implementing our long-term strategic plans. at the same time, our non-executive  cotb  can focus his attention on long-term strategic issues, setting the agenda for, and presiding at, board meetings, working collaboratively with our other board members, and providing insight and guidance to our  ceo . we separated the roles of  cotb  and ceo in 2006 and although we believe that the separation of the roles of  cotb  and ceo is appropriate in the current environment, our board leadership structure may change in the future as our business and industry, and corporate governance practices more generally, evolve. the board vice  cotb 's position was created at the annual board meeting in may 2009, and was filled by mr. benjamin. by selecting a vice  cotb  in 2009 the company created a position by which a director would have the opportunity to work with the current  cotb  and the company's ceo both of who have extensive banking experience. this allowed for an appropriate transition and succession to the  cotb 's position, which occurred in may 2010 as mr. benjamin was named  cotb . the board vice  cotb  position is currently not filled but will remain open contingent upon the needs of the board at any point in time.",0
775,863015,2010,"mr. perry is our cotb and CEO and leads our board. mr. perry has general charge and management of the affairs, property and business of the company, under the oversight, and subject to the review and direction, of the board of directors. he also serves as a valuable bridge between the board and our management. he presides at all meetings of stockholders and the board. mr. glazer is our lead director. he has, in addition to the powers and authorities of any member of our board of directors, the power and authority to chair executive sessions and to work closely with the cotb in determining the appropriate schedule for the board meetings and assessing the quality, quantity and timeliness of information provided from our management to the board. the lead director position is at all times held by a director who is 'independent' as defined in nasdaq rule 5605(a)(2). the board of directors believes that the current leadership structure is appropriate at this time based on the board's understanding of corporate governance best practice. the board of directors does not have a policy specifying a particular leadership structure as it believes that it should have the flexibility to choose the appropriate structure as circumstances change. our independent directors meet in regular executive sessions without management being present. additionally, each of the stock option and compensation committee, audit committee and nominating committee is composed entirely of independent directors.",0
776,863894,2015,"the board of directors currently consists of eight members: o.b. parrish, william r. gargiulo, jr., donna felch, stephen m. dearholt, david r. bethune, andrew s. love, richard e. wenninger and mary margaret frank, ph.d. at each annual meeting of shareholders, directors are elected for a term of one year to succeed those directors whose terms are expiring. our board of directors has an audit committee, a compensation committee and a nominating and corporate governance committee. the board of directors held six meetings during the company's fiscal year ended september 30, 2013. all of the incumbent directors attended at least 75% of the aggregate of (1) the total number of meetings of the board of directors and (2) the total number of meetings held by all committees of the board of directors on which he or she served, if any. the chart below identifies the members of each of these committees as of the date of this proxy statement, along with the number of meetings held by each committee during the fiscal year ended september 30, 2013: historically, we have had the same person serving as the ceo and as  cotb . o.b. parrish served as the ceo of the company from 1994 until his retirement in january 2014 and has served as the  cotb  since 1987. with mr. parrish's retirement from the position of  ceo , we have separated the positions of ceo and  cotb  for the first time. although our board of directors does not have a formal policy with respect to its leadership structure, we believe that currently separating the positions of ceo and  cotb  will allow us to leverage mr. parrish's in-depth knowledge of the issues, opportunities and challenges we face in the position of  cotb  while we transition to the leadership of ms. king as our new  ceo . although we believe that the separation of the  cotb  and ceo roles is appropriate under current circumstances, we will continue to review this issue periodically to determine whether, based on the relevant facts and circumstances, combining of these offices would serve our best interests and the best interests of our shareholders.",0
777,864240,2010,"the company's board consists of our cotb , robert e. gill, our president and CEO , jeffrey t. gill, r. scott gill and five independent directors. additionally, the independent directors annually select a lead independent director. our independent directors generally meet in executive session, chaired by our lead independent director, several weeks in advance of each regularly scheduled board meeting. during 2009, the lead independent director presided over five such meetings. the board has four standing committees audit and finance, compensation, nominating and governance and executive. other than the executive committee (which is constituted for the sole purpose of meeting when the full board cannot be convened and which has taken no actions in 2007, 2008 or 2009), each of the committees is comprised solely of independent directors. the board with and through its committees is actively involved in oversight of risks that could affect the company. while the oversight of certain risks related to compensation, financial or governance matters is conducted primarily through designated committees of the board, as disclosed more fully in the charters of each of such committees, the full board has retained responsibility for general oversight of risks. the board satisfies this responsibility through full reports by each committee chair regarding the committee's considerations and actions, as well as through regular reports directly from officers responsible for oversight of particular risks within the company. the audit and finance committee is generally responsible for oversight of the company's relationship with its public accountants, financial reporting and internal controls, debt and credit agreements, and other financial compliance matters. the compensation committee is generally responsible for oversight of the recruitment, retention and motivation of the company's executive management and other employees, including compensation, performance evaluation processes and succession planning matters for directors, officers and other key personnel. the nominating and governance committee is generally responsible for oversight of the nominating and self-evaluative processes with respect to service on the company's board of directors, and for oversight of other corporate governance matters. pursuant to our bylaws, our guidelines and general practices, the board reviews and determines the best board leadership structure for the company at least annually. as part of our annual board self-evaluation process, we evaluate our leadership structure to ensure that the board continues to believe that it provides an effective and efficient structure for the company and stockholders. we believe that our current board leadership structure is common among other public companies in the united states, and that this leadership structure has been effective for the company. we believe that having a separate cotb and CEO , independent chairs for each of the audit, compensation, nominating and governance committees and a lead independent director provides a focused leadership structure for the company and the board. together with regular executive planning, analysis and reporting, we believe that this structure provides effective oversight of the material risks and opportunities facing the company on an ongoing basis.",1
778,865570,2011,"there are currently seven board members; however, gary rieschel has chosen not to run for re-election to the board for personal reasons and thus the nominating / corporate governance committee has nominated six directors for election at the annual meeting. the board has determined that a board comprised of six directors is currently the appropriate size because, in general, the board believes that smaller boards are more cohesive, work better together and tend to be more efficient monitors than larger boards. each member of our board is elected annually and serves until his or her successor is elected or appointed. unless otherwise required by nasdaq's listing standards or any other law governing the company, at least two-thirds of the members of our board must qualify as independent, as affirmatively determined by our board. our board consults with our legal counsel to ensure that its determinations are consistent with all relevant securities and other laws and regulations regarding the definition of independent, including those set forth in pertinent listing standards of nasdaq. each independent director must certify to the company in writing that he or she is independent in accordance with applicable nasdaq rules and shall promptly notify the board of any change in his or her independent status. currently, all directors other than mr. farrell, our president and  ceo , are independent and each committee of the board consists entirely of independent directors. our corporate governance guidelines provide that the board is free to make its choice for  cotb  (  cotb  ) in any way that the board considers best for the company at a given point in time. therefore, the board does not have a policy on whether the role of the  cotb  and the ceo ( ceo ) shall be held by the same or different persons. the board currently believes that having the same person, mr. farrell, occupy the offices of  cotb  and ceo has served thq well. as  cotb  and ceo , mr. farrell has significant knowledge of the issues, opportunities and challenges facing the company and is therefore best positioned to develop board agendas that focus on the most critical matters to the company. our corporate governance guidelines also provide that if the  cotb  is not an independent director, as defined under applicable nasdaq listing standards, an independent director will be selected annually by the independent directors on the board to serve as lead director. the lead director's responsibilities include chairing executive sessions of the board and other meetings of the board in the absence of the  cotb , serving as a liaison between the  cotb  and the other independent directors and between the other independent directors and company's management, and performing such other duties as may be specified by the board from time to time. the lead director also has the authority to call meetings of independent directors. mr. whims currently serves as our lead director. we believe that our board leadership structure promotes effective oversight of the company's risk management (described below in board role in risk oversight ) for the same reasons we believe the structure is most effective for our company in general, that is, by providing unified leadership through a single person, while allowing for input from our independent board members, all of whom are fully engaged in board deliberations and decisions.",1
779,865754,2010,"management and the board each play a significant role in the company's risk oversight process. the board uses a leadership structure in which the office of  cotb  is not held by the company's  ceo . the company believes that dividing the ceo and  cotb  functions provides an additional layer of risk oversight by ensuring that the matters discussed at board meetings are determined by the board with input from management and not the other way around. at every board meeting, management is asked to give extensive comments on the elements driving the successes and failures of each of the company's operating divisions, and of the company as a whole. those discussions provide the board an opportunity to examine and comment on the strategic, operational, financial, and regulatory risks facing the company and to assist management in devising appropriate responses to those risks. in addition, the board oversees the formal risk management process engaged in by the company's internal auditor, deloitte & touche llp, and management. the board delegates certain risk oversight functions to the audit committee, to the compensation committee, and to other committees that may be formed for specific purposes from time to time. the risk oversight functions of the audit and compensation committees are described in the descriptions of those committees, below. ",0
780,865911,2014,"the same person does not serve as both principal executive officer and  cotb . the board has ultimate authority and responsibility for overseeing risk management of the company. some aspects of risk oversight are fulfilled at the full board level. additionally the board, or a committee of the board, receives specific periodic reports from executive management on credit risk, liquidity risk, interest rate risk, capital risk, operational risk and economic risk. the audit and enterprise risk management committee oversees financial, accounting and internal control risk management. the head of the company's internal audit function and the independent registered public accounting firm report directly to the audit and enterprise risk management committee. the compensation committee oversees the management of risks that may be posed by the company's compensation practices and programs. ",0
781,866273,2010,"the board of directors has no policy mandating the separation of the offices of  cotb  and  ceo . however, as the oversight responsibilities of directors continues to increase, we believe it is beneficial to have an independent  cotb  whose sole job for the company is leading the board. we believe the separation of the  cotb  and ceo roles provides strong leadership for our board, while positioning our ceo as the leader of the company in the eyes of our customers, employees and other stakeholders. if, in the future, the ceo is serving as  cotb , then the board of directors will name a lead director who would, among other specified responsibilities, serve as the leader of the independent directors and facilitate communication between the  cotb / ceo  and the other directors. our board of directors has five independent members and only one non-independent member. a number of our independent board members have served as members of senior management or as directors of other public companies. our audit, compensation and nominating and corporate governance committees are comprised solely of independent directors, each with a different independent director serving as chair of the committee. we believe that the number of independent, experienced directors that make up our board of directors, along with the independent oversight of the board by the non-executive  cotb , benefits our company and our stockholders. the audit committee and full board jointly oversee the company's risk management processes. the audit committee receives regular reports from management regarding the company's assessment of risks. in addition, the audit committee and the full board of directors focus on the most significant risks facing the company and the company's general risk management strategy, and also ensure that risks undertaken by the company are consistent with the board of directors appetite for risk. while the board of directors oversees the company's risk management, company management is responsible for day-to-day risk management processes. we believe this division of responsibilities is the most effective approach for addressing the risks facing our company and that our board leadership structure supports this approach.",0
782,866729,2010,"ard leadership structure and risk oversight the board of directors has adopted a structure whereby the CEO and principal stockholder of the company, mr. richard robinson, is the  COTB . the board believes that having mr. robinson as  COTB  provides strong leadership for the board and critical thinking with respect to the company's strategy and performance and helps ensure that shareholder interests are well represented during board deliberations. the board considers the  CEO 's participation to be important to make information and insight about the company's business and its operations directly available to the directors in their deliberations. in the context of this structure, the board has also approved the formal designation of a lead independent director, as discussed under lead independent director below. the board believes that risk oversight is the responsibility of the board as a whole and not of any one of its committees. the board periodically reviews the processes established by management to identify and manage risks, communicates with management about these processes and receives regular reports from each of its committees concerning, among other things, risks arising within its areas of responsibility. to facilitate the board's risk oversight, the board has delegated certain functions (including the oversight of risks related to these functions) to various board committees. the audit committee generally evaluates the risks related to the company's financial reporting process and oversees the company's general risk management processes. the human resources and compensation committee evaluates the risks presented by the company's compensation programs and takes into account these risks when making compensation decisions. the nominating and governance committee evaluates whether the board has the requisite core competencies to respond to the risks that the company faces. the roles and responsibilities of these committees are discussed in more detail below. although the board has delegated certain functions to various committees, each of these committees regularly reports to and solicits input from the full board regarding its activities. eetings of the board and its committees five regular meetings of the board were held during the 2010 fiscal year. all incumbent directors attended 75% or more of the aggregate of such meetings and of the meetings held during the 2010 fiscal year by all standing committees of the board of which they were a member. the board has seven standing committees: audit; executive; human resources and compensation; stock grant; nominating and governance; retirement plan; and strategic planning. all members of the audit, human resources and compensation and stock grant committees are independent directors, as defined under nasdaq listing standards. with the exception of mr. spaulding, who became a member of the nominating and governance committee in march 2010, all of the members of the nominating and governance committee are also independent. relying on a limited exception to nasdaq's independence rules with respect to committee composition, the board of directors determined that it was in the best interests of the company and its shareholders to appoint mr. spaulding to serve as a member of the nominating and governance committee. the board's determination was based on mr. spaulding's long history with the company and his deep understanding of its businesses, strategies, customers and needs and the expertise and experience such background would give in the context of identifying appropriate director candidates who can meet the diversity and competency goals of the board, as well as the fact that mr. spaulding will meet the nasdaq independence requirements on october 1, 2010. all committee members are appointed by the board on an annual basis each september. each committee operates under a written charter establishing its roles and responsibilities, which can be found in the investor relations section of the company's website, investor.scholastic.com. the duties and responsibilities of all the board committees are reviewed regularly and are outlined below. ",0
783,866787,2011,"our board believes that having a combined  cotb / ceo  , independent members and chairs for each of our board committees and a lead director currently provides the best board leadership structure for autozone. this structure, together with our other corporate governance practices, provides strong independent oversight of management while ensuring clear strategic alignment throughout the company. our lead director is a non-employee director who is elected by the board. earl g. graves, jr., a director since 2002, currently serves as our lead director. : the board believes mr. hyde, the founder and a former  cotb  and ceo of autozone, is qualified to serve as a director of the company based on his extensive knowledge of autozone's business and the automotive aftermarket industry, his expertise in strategic business development and executive management, his owner orientation, and his board experience as well as his integrity, energy, and willingness to spend time on and interest in autozone. : the board believes mr. rhodes, autozone's  cotb  and  ceo , is qualified to serve as a director of the company based on his 16 years experience with the company, which have included responsibility for corporate strategy, executive management, operations and supply chain; his knowledge and understanding of the automotive aftermarket and retail industries; his strong financial background and his owner orientation, as well as his integrity and energy. ",1
784,866787,2011,"our board believes that having a combined chairman/ceo, independent members and chairs for each of our board committees and a lead director currently provides the best board leadership structure for autozone. this structure, together with our other corporate governance practices, provides strong independent oversight of management while ensuring clear strategic alignment throughout the company. our lead director is a non-employee director who is elected by the board. earl g. graves, jr., a director since 2002, currently serves as our lead director. ",1
785,866787,2011,"our board believes that having a combined chairman/ceo, independent members and chairs for each of our board committees and a lead director currently provides the best board leadership structure for autozone. this structure, together with our other corporate governance practices, provides strong independent oversight of management while ensuring clear strategic alignment throughout the company. our lead director is a non-employee director who is elected by the board. earl g. graves, jr., a director since 2002, currently serves as our lead director. ",1
786,867773,2010,"mr. werner brings significant leadership and operational management experience to the board. mr. werner provides the board with valuable insight into management's perspective with respect to the company's operations. mr. werner brings significant technical, operational and financial management experience to the board. mr. werner has demonstrated strong executive leadership skills through nearly 20 years of executive officer service with various companies and brings the most comprehensive view of the company's operational history over the past few years. mr. werner also brings to the board leadership experience through his service on the board of directors for two other organizations, which gives him the ability to compare the way in which management and the boards operate between the companies he serves. based on the board's identification of these qualifications, skills and experiences, the board has concluded that mr. werner should serve as a director of the company. the board has determined that having a lead independent director assist the cotb and CEO is in the best interest of shareholders at this time. in early 2010, betsy s. atkins was appointed to serve as the lead independent director for the board. this structure ensures a greater role for the independent directors in the oversight of the company and active participation of the independent directors in setting agendas and establishing priorities and procedures for the work of the board. we believe that this leadership structure also is preferred by a significant number of the company's shareholders. the board believes its administration of its risk oversight function has not affected the board's leadership structure. determination of independence leadership structure and risk oversight board meetings board committees audit committee compensation committee compensation committee interlocks and insider participation nominating and corporate governance committee the board has determined that having a lead independent director assist the cotb and CEO is in the best interest of shareholders at this time. the board is actively involved in oversight of risks that could affect the company. this oversight is conducted primarily through committees of the board, in particular our audit committee, as disclosed in the descriptions of each of the committees below and in the charters of each of the committees, but the full board has retained responsibility for general oversight of risks. the board satisfies this responsibility through full reports by each committee chair regarding the committee's considerations and actions, as well as through regular reports directly from officers responsible for oversight of particular risks within the company.",0
787,868857,2014,"ratify the selection of ernst & young llp as our independent registered public accounting firm for the fiscal year ending september 30, 2014. the board has been, and continues to be, a proponent of board independence. as a result, the company's corporate governance structures and practices provide for a strong, independent board and include several independent oversight mechanisms, including a lead independent director, only independent directors serving as committee chairpersons and the directors' and committees' ability to engage independent consultants and advisors. the independent directors annually appoint a lead independent director. william g. ouchi served as the lead independent director for fiscal year 2013 and is continuing to serve in that role for fiscal year 2014. the position and role of the lead independent director is intended to expand lines of communication between the board and members of management. it is not intended to reduce the free and open access and communications that each independent board member has with other board members and members of management. the lead independent director has the following duties: to organize, convene and preside over executive sessions of the non-employee and independent directors and promptly communicate approved messages and directives to the  cotb  and  ceo . to collect and communicate to the  cotb  and ceo the views and recommendations of the independent directors, relating to his or her performance. to perform such other duties and responsibilities as may be assigned from time to time by the independent directors. to complement this structure, the board believes it is important to retain its flexibility to allocate the responsibilities of the offices of the  cotb  and ceo in the best interests of the company. the board believes that the decision as to who should serve in those roles, and whether the offices should be combined or separate, should be assessed periodically by the board, and that the board should not be constrained by a rigid policy mandate when making these determinations. additionally, the board believes that it needs to retain the ability to balance the independent board structure with the flexibility to appoint as  cotb  someone with hands-on knowledge of, and experience in, the operations of the company. currently, the positions of  cotb  and ceo are held by one person. however, as discussed earlier, effective as of the 2014 annual meeting, the positions of ceo and  cotb  will be held by separate persons. we believe this structure will be optimal for the company at that time because it will allow the new ceo to initially focus on leading the company's business and operations, and the executive  cotb  will serve as a supporter and advisor to the  ceo . additionally, our executive  cotb 's experience with a 40-plus-year career at the company provides him with a perspective and wealth of knowledge that is invaluable to the board of directors and its interactions with management. the board of directors believes this governance structure and these practices enable strong and independent directors to effectively oversee the company's management and key issues related to long-range business plans, long-range strategic issues, risks and integrity.",1
788,870753,2010,"the board does not have a policy regarding the separation of the roles of CEO and cotb , as the board believes it is in the best interests of the company to make that determination based on the position and direction of the company and the membership of the board. the board believes the combined role of cotb and CEO , together with an independent the board also believes its oversight of risk is enhanced by its current leadership structure (discussed above) because the CEO , who is ultimately responsible for the company's management of risk, also chairs regular board meetings, and with his in-depth knowledge and understanding of the company, is best able to bring key business issues and risks to the board's attention. the board believes the combined role of cotb and CEO , together with an independent director, is in the best interest of stockholders at this time because it provides the appropriate balance between strategy development and independent oversight of management. in addition, much of the work of the board is conducted through its committees. our board has three standing committees audit, compensation, and corpor ate governance and nominating, as further described below. each of the board committees is comprised solely of independent directors, with each of the three committees having a separate chair. one of the key responsibilities of the board is to develop the strategic direction for the company, and provide management oversight for the execution of that strategy.",0
789,871763,2013,"the board of directors has appointed the ceo of the company to the position of  cotb . combining the roles of  cotb  and ceo (1) enhances alignment between the board of directors and management in strategic planning and execution as well as operational matters, (2) avoids the confusion over roles, responsibilities and authority that can result from separating the positions, and (3) streamlines board process in order to conserve time for the consideration of the important matters the board needs to address. at the same time, the combination of a completely independent board (except for the  cotb ) and the lead director arrangement maintained by the board facilitate effective oversight of the performance of senior management. the board of directors had established an arrangement under which the chair of one of the principal board committees serves as lead director on a rotating basis for each calendar year. in february 2013, the board of directors revised its corporate governance guidelines to discontinue the practice of rotating the lead director among the various chairmen of the principal board committees. going forward, the board of directors has appointed a lead director with the intent that such individual will serve for at least three years in order to provide greater continuity for the role. the lead director's duties as specified in the company's corporate governance guidelines are as follows: preside at executive sessions of the non-employee directors and all other meetings of directors where the  cotb  is not present; serve as liaison between the  cotb  and the non-employee directors; approve what information is sent to the board; approve the meeting agendas for the board; approve meeting schedules to assure that there is sufficient time for discussion on all agenda items; have the authority to call meetings of the non-employee directors; and if requested by major shareholders, ensure that he or she is available for consultation and direct communication. mr. zore has been appointed as the lead director.",1
790,872248,2015,"our board of directors believes that our ceo is best situated to serve as  cotb  because he is the director most familiar with our business and industry, and the director most capable of effectively identifying strategic priorities and leading the discussion and execution of our strategy. independent directors and management have different perspectives and roles in strategy development. our independent directors bring experience, oversight and expertise from outside petroquest and the oil and gas industry, while the ceo brings petroquest-specific experience and expertise. our board of directors believes that the combined role of  cotb  and ceo promotes strategy development and execution, and facilitates information flow and communication between senior management and the board of directors, which are both essential to effective governance. one of the key responsibilities of the board of directors is to develop a strategic direction for petroquest and to hold management accountable for the execution of our strategy once it is developed. the board of directors believes that the combined role of  cotb  and  ceo , together with an independent lead director having the duties described below, is in the best interest of the stockholders because it provides the appropriate balance between strategy development and independent oversight of management. as set forth in our corporate governance guidelines, our board of directors is responsible for the oversight of the company and its business, including risk management. together with the board's standing committees, the board is responsible for ensuring that material risks are identified and managed appropriately. the board and its committees regularly review material strategic, operational, financial, compensation and compliance risks with our senior management. the audit committee has oversight responsibility for financial risk (such as accounting, finance, internal controls and tax strategy), and also oversees compliance with applicable laws and regulations as well as our code of business conduct and ethics. the compensation committee oversees compliance with our compensation plans, and the nominating and corporate governance committee oversees compliance with our corporate governance principles. each of the committees report to the board regarding the areas of risk they oversee. our board of directors is governed by petroquest's certificate of incorporation, bylaws, corporate governance guidelines, charters of the standing committees of the board and the laws of the state of delaware. the corporate governance guidelines and committee charters are available in the investors corporate governance section of our website at , and are available in print to any stockholder who requests them. in addition to the above governing documents, the company's code of business conduct and ethics that applies to all of our employees, as well as each member of the board, can also be found in the investors corporate governance section of our website at , and is available in print to any stockholder who requests it. we intend to post amendments to or waivers from the code of business conduct and ethics (to the extent applicable to our ceo or chief financial officer) at this location on our website. during 2013, our board of directors held nine meetings. all directors attended at least 75% of the total meetings of the board and the committees on which they served. there are currently three standing committees of the board: the audit committee, the compensation committee and the nominating and corporate governance committee. committee membership and the functions of those committees are described below.",1
791,872448,2012," our board has adopted corporate governance principles, which set forth the principles that guide the board's exercise of its responsibility to oversee corporate governance, maintain its independence, evaluate its own performance and the performance of our executive officers and set corporate strategy. our corporate governance principles provide that the board shall fill the roles of  cotb  and ceo in accordance with the best interests of the company. our corporate governance principles also currently require directors to offer to resign upon a material change in their employment, subject to the board's acceptance; and limit the number of public company boards on which our directors may serve. our board first adopted these corporate governance principles in march 2007 and has refined them from time to time. you can access our corporate governance principles on our website at http://ir.atmel.com/governance.cfm. our corporate governance principles provide that the board shall fill the  cotb  and ceo positions in accordance with the best interests of the company. atmel currently separates the positions of ceo and  cotb . since august 2006, mr. sugishita, one of our independent directors, has served as our non-executive  cotb . separating the positions of ceo and  cotb  allows our ceo to focus on our day-to-day business, while allowing the  cotb  to lead the board in its fundamental role of providing advice to, and independent oversight of, management. the board believes that having an independent director serve as  cotb  is the appropriate leadership structure for the company at this time and demonstrates our commitment to good corporate governance. in addition, as described in more detail below, our board has three standing committees, each of which is comprised entirely of independent directors. our board delegates substantial responsibility to each board committee, which reports their activities and actions back to the board. we believe that our independent board committees and their chairmen are an important aspect of our board leadership structure. ",0
792,872821,2010," the positions of  cotb  and ceo are held by mr. cecala. the chair of the nominating and corporate governance serves as our lead director. we believe this board leadership structure is appropriate for our company, in that the combined role of  cotb  and ceo promotes unified leadership and direction for our company, allowing for a single, clear focus for management to execute the company's strategy and business plan. ",1
793,873364,2010,"dr. baldino serves as chairman of the board and chief executive officer of the company. in addition, since 2003, the company has had a presiding director, whose primary responsibility is to preside over the executive sessions of the board in which the chairman of the board (if a member of management), management directors and other members of management do not participate. the board meets in executive session at all regularly scheduled meetings. the presiding director also reviews and approves meeting schedules, board agendas and related information prior to distribution to the board, and performs such other duties that the board may from time to time delegate to assist the board in the fulfillment of its responsibilities. the independent directors of the board have designated mr. egan to serve as presiding director in this capacity until cephalon's 2010 annual meeting of stockholders. the board believes that this structure is appropriate for the company because it allows one person to speak for and lead the company and the board, while also providing for effective oversight by an independent board through an independent presiding director. the board believes that, as founder of the company and chief executive officer, dr. baldino is in the best position to focus directors' attention on the issues of greatest importance to the company and its stockholders. at the same time, through frequent meetings of independent directors in executive session, the board believes that it is able to minimize any conflicts that may result from combining the roles of chief executive officer and chairman. ",1
794,873364,2011," mr. buchi serves as ceo of the company. mr. egan, an independent director, serves as  cotb . the  cotb 's primary responsibility is to preside over all sessions of the board, including executive sessions in which the management directors and other members of management do not participate. the board meets in executive session at all regularly scheduled meetings. the  cotb  also reviews and approves meeting schedules, board agendas and related information prior to distribution to the board, and performs such other duties that the board may from time to time delegate to assist the board in the fulfillment of its responsibilities. the independent directors of the board have designated mr. egan to serve as  cotb  until cephalon's 2011 annual meeting of stockholders. the board believes that this structure is appropriate for the company because it allows the ceo to speak for and lead the company with effective oversight provided by an independent  cotb  leading an independent board. ",0
795,873860,2013,"our board of directors has no fixed policy with respect to the separation of the offices of  cotb  and  ceo . our board of directors retains the discretion to make determinations on this matter from time to time as may be in the best interests of the company and our shareholders. the board of directors currently believes that separating the positions of ceo and  cotb  is the best structure to fit the company's needs. as our president and  ceo , mr. van vlack is responsible for our day-to-day operations and for formulating and executing our long-term strategies in collaboration with the board of directors. as  cotb , mr. erbey leads the board of directors and oversees board meetings and the delivery of information necessary for the board's informed decision-making. in addition to leading the board of directors, mr. erbey is actively involved in our business and focuses on strategy, key personnel development and corporate finance.",0
796,874015,2015,"the board believes dr. crooke is uniquely suited to serve on the board primarily because as the ceo and founder of isis he has dedicated nearly 25 years to the discovery and development of antisense, our technology platform. he is the named inventor on some of the key patents in the field of rna-targeted therapeutics, and has over 30 years of drug discovery and development experience. our ceo is the  cotb . the board believes that isis ceo is best situated to serve as  cotb  because he has served as ceo since isis was formed over 24 years ago and he is the director most familiar with our science, business and industry. because of that experience, he is the director most capable of effectively identifying strategic priorities and leading the discussion and execution of strategy. independent directors and management have different perspectives and roles in strategy development. our independent directors bring experience, oversight and expertise from outside isis and industry, while the ceo brings company-specific experience and expertise. the board believes that the combined role of  cotb  and ceo promotes strategy development and execution, and facilitates information flow between management and the board, which are essential to effective governance. as part of our normal course of business and as a result of our business strategy, we engage in discussions with other biotechnology and pharmaceutical companies about possible collaborations, licensing and/or other ways in which the companies may work together to further our respective long-term objectives. in addition, many larger established pharmaceutical companies consider companies at similar stages of development to ours as potential acquisition targets. occasionally, a transaction in the biotech/biopharmaceutical industry may start as a licensing transaction, but ultimately result in an acquisition. in certain scenarios, the potential for merger or being acquired may be in the best interests of our stockholders. as further described on pages 65 and 66 of this proxy statement, we provide a component of severance compensation for our ceo and coo to promote their ability to act in the best interests of our stockholders even though they could be terminated as a result of the transaction.",1
797,874016,2010," our corporate governance guidelines provide that a majority of the board shall consist of independent directors. the board has determined that seven of the director nominees standing for election - j. robert kerrey, ann n. reese, gerald c. crotty, lowell w. robinson, donna f. zarcone, robert l. mettler and margaret h. georgiadis - have no material relationship with us (either directly or as a partner, shareholder or officer of an organization that has a relationship with us) and are independent within the meaning of our director independence standards. wesley r. card, our  ceo , sidney kimmel, our  cotb  (and until may 22, 2002 our  ceo ), and matthew h. kamens (who has a personal services contract with mr. kimmel) are not independent within the meaning of our director independence standards. this experience over seven years, the board of directors has determined that having an independent director serve as presiding director is the most appropriate leadership structure for the board when neither the  cotb  nor ceo is independent within the meaning of our director independence standards. since may 2002, the company has separated the positions of the ceo and  cotb . both the ceo and the  cotb  are executive officers and are not independent within the meaning of our director independence standards. ",0
798,874214,2012,"as part of its analysis to determine director independence during fiscal year 2011, the board reviewed the company's arrangement with international integrated solutions ( iis ), a reseller of software produced by novell, inc. ( novell ). during fiscal year 2011, the company made software maintenance payments to iis in respect of novell software the company previously purchased from iis. mr. hovsepian is the non-executive  cotb  of our board of directors and was also a director, president and ceo of novell until april 2011. the board has determined that it is in the best interests of the company to make software maintenance payments to iis, and that given the monetary amount involved (approximately $23,250 for fiscal year 2011), the benefit to mr. hovsepian was remote and the transaction did not impair his independence. the board also considered mr. yih's position as chief operating officer of starwood capital group ( starwood ), which manages funds that invest in retail properties across the united states, including some malls where the company's stores are located. the board of directors has determined that mr. yih's position at starwood does not impair his independence as a director of the company. approval of the resolution in the stockholder proposal will not, in and of itself, eliminate classification of the company's board of directors. declassification of the board may only be effected by formal amendments to the company's certificate of incorporation. these amendments would require the affirmative vote of the holders of a majority of the outstanding shares of the company's common stock entitled to vote. if the stockholders approve the proposal at this year's annual meeting, the board will then consider proposing an amendment to the company's certificate of incorporation, if it believes that an amendment would be in the best interests of the company's stockholders. the company's independent directors meet separately in executive session without the ceo or other representatives of management. these meetings occur at each regularly scheduled in-person board meeting in accordance with the company's corporate governance guidelines. mr. hovsepian, the non-executive  cotb , presides at the executive sessions. ",0
799,874238,2011,"the company's board of directors has a  cotb  and a lead director. the  cotb  is also the ceo of the company. the lead director is an independent director and a member of two of the board's three standing committees. all of the other members of the board's standing committees are also independent directors. the company's executive  cotb  primarily chairs board and stockholder meetings. he has no other responsibilities in that capacity other than representing the company to customers, suppliers, stockholders and potential investors in the same manner and to the same extent as other executive officers of the company. the lead director performs the functions of a  cotb  with respect to the company's independent directors, who constitute a majority of the board. he plans the agenda and he chairs all meetings of independent directors. meetings of independent directors follow regularly-scheduled meetings of the board and occur at other times as the need arises. as a member of the board's audit committee and compensation committee, the lead director provides continuity, consistency, transparency and oversight in financial and compensation matters. the company believes that this board structure is appropriate for the company at this time for several reasons. the executive  cotb  does not serve on any of the board's committees and does not attend any of the deliberations of the independent directors unless invited to do so, in which case he attends only for the portion of the meeting for which his participation is requested. both legally and in practical effect, the  cotb  has no greater authority or influence on the board than any other director. the independent members of the board, who constitute a majority of the board, all have more than sufficient business and professional experience to act independently according to their individual and collective judgment. the company has operated under this structure for almost ten years. it has worked well and therefore the board sees no reason to change it at the present time.",1
800,874396,2010,"board leadership structure jeffrey siegel serves as  COTB , president and CEO of the company. mr. siegel has served the company in various capacities and has been a director of the company since 1967 and is the largest individual shareholder of the company. mr. siegel provides effective leadership and guidance as the  COTB  in the development of the company's risk profile, pursuit of its strategic goals and recognition of business opportunities that present themselves. the board of directors is composed of eight directors, five of whom are independent of the company. the number of independent directors and the company's regulatory governance practices, including periodic executive sessions of the independent directors, provide effective and independent oversight of management. for the foregoing reasons, the company has determined that its leadership structure is appropriate given the company's specific circumstances. board oversight of risk the company's board of directors bears the responsibility for maintaining oversight over the company's exposure to risk. the board of directors, itself and through its committees, meets with various members of management regularly and discusses the company's material risk exposures, the potential impact on the company and the efforts of management it deems appropriate to deal with the risks that are identified. the audit committee considers the company's risk assessment and risk management practices including regulatory risks, financial liquidity and accounting risk exposure, reserves and the company's internal controls. the nominating and governance committee considers the risks associated with corporate governance with the guidance of corporate and outside counsel. the compensation committee, in connection with the performance of its duties, considers risks associated with the elements contained in the company's compensation programs. code of conduct and business ethics the company has adopted a code of conduct that applies to all of its directors, officers (including its CEO , chief financial officer and controller) and employees. on an annual basis, written acknowledgement of understanding and compliance is required of all directors, officers and employees. a copy of the company's code of conduct will be furnished to any stockholder, without charge, upon written request to the senior vice-president, finance of the company. board meetings the board held eight meetings during the fiscal year ended december 31, 2009. board and committee attendance all of the directors attended the company's 2009 annual meeting of stockholders. directors are expected, but not required, to attend the 2010 annual meeting of stockholders. the board holds meetings on at least a quarterly basis, and more often if necessary to fulfill its responsibilities. - 9 - stockholder communication with directors stockholders who wish to communicate with members of the board, including the independent directors, individually or as a group, may send correspondence to them in care of the secretary at the company's principal office, 1000 stewart avenue, garden city, new york 11530. alternatively, the directors may be contacted via e-mail at boardofdirectors@lifetimebrands.com board nomination process the directors of the company are elected annually by the stockholders of the company. they serve until the next annual meeting of the stockholders of the company or until their successors have been duly elected and qualified or until their earlier resignation or removal. nominating and governance committee in 2009, the board of directors combined the governance committee and the nominating committee. the nominating and governance committee is composed of all of the company's independent directors; john koegel (chair), david e.r. dangoor, michael jeary, cherrie nanninga and william u. westerfield. the nominating and governance committee held three meetings in 2009. the nominating and governance committee has the following responsibilities: to evaluate the qualifications of candidates for board membership and, following consultation with the  CEO , recommend to the board nominees for open or newly created director positions; to consider nominees recommended by stockholders as long as such recommendations are received at least 120 days before the stockholders meet to elect directors; to periodically review the composition of the board to determine whether it may be appropriate to add individuals with different backgrounds or skill sets from those already on the board, and submit to the board on an annual basis a report summarizing its conclusions regarding these matters; to provide an orientation and education program for directors; to develop and make recommendations to the board regarding governance principles applicable to the company; to assess the structure of the committees of the board, develop and recommend corporate governance guidelines and develop and recommend procedures for the evaluation and self-evaluation of the board; and to perform such other duties as the board may assign to the committee. the complete text of the nominating and governance committee charter was set forth as appendix a to the 2009 proxy statement. board diversity the company's policy provides that while diversity and the variety of experiences and viewpoints represented on the board of directors should always be considered, a director nominee should not be chosen nor excluded solely or largely because of race, color, gender, national origin or sexual orientation or identity. in selecting a director nominee, the nominating and governance committee focuses on skills, expertise or background that would compliment those of the existing members of the board of directors, recognizing the nature of the company's business. - 10 - audit committee the audit committee is composed of three directors, each of whom is independent, as required by the audit committee charter and the listing requirements for the nasdaq stock market, llc and the sec rules. the current members are william u. westerfield (chair), david e.r. dangoor and cherrie nanninga. the board has determined that william u. westerfield is an audit committee financial expert, as defined by the sec rules. the audit committee held five meetings during 2009. the audit committee, among other things, regularly: considers the qualifications of and appoints and reviews the activities of the company's independent registered public accounting firm; reviews and approves audit fees and fees for non-audit services rendered or to be rendered by the independent accountants, and reviews the audit plan and the services rendered or to be rendered by the independent accountants for each year and the results of their audit of the financial statements for the previous year; evaluates the company's organization and its internal controls, policies, procedures and practices to determine whether they are reasonably designed to: provide for the safekeeping of the company's assets; and assure the accuracy and adequacy of the company's records and financial statements; reviews the activities of the company's internal audit function, including approving the internal audit plan and budget; reviews the company's financial statements and reports; monitors compliance with the company's internal controls, policies, procedures and practices; reviews and approves related-party transactions; and undertakes such other activities as the board from time to time may delegate to it. the complete text of the audit committee charter was set forth as appendix b to the 2009 proxy statement. strategic planning committee the strategic planning committee is composed of four directors. the current members are michael jeary (chair), john koegel, david e.r. dangoor and jeffrey siegel. the strategic planning committee held four meetings in 2009. the strategic planning committee assists senior management in evaluating the company's business units. the committee regularly receives updates from the  COTB  and  CEO , and from time to time meets with the company's division presidents. - 11 - compensation committee the compensation committee is composed of three directors, each of whom is independent. the current members are cherrie nanninga (chair), john koegel, and michael jeary. the compensation committee held 12 meetings during 2009. the purpose of the compensation committee is to assist the board in fulfilling its responsibilities relating to executive as well as non-executive compensation. the principal duties and responsibilities of the compensation committee include: (i) reviewing and approving compensation principles that apply generally to the company's employees, (ii) establishing and reviewing corporate goals and objectives relevant to the compensation of the CEO and chief operating officer, and (iii) reviewing, based primarily on the evaluations and recommendations of the CEO and chief operating officer, the performance of the other executive officers of the company. the compensation committee considers the following factors in making or approving compensation decis ions or recommendations from executive management: company performance, division performance, individual performance, executive potential and retention. the compensation committee is also responsible for the administration of the company's 2000 incentive bonus compensation plan and the company's 2000 long-term incentive plan. the complete text of the compensation committee charter is set forth as appendix a to this proxy statement. executive sessions the independent directors meet at regularly scheduled executive sessions without members of management present. - 12 - audit committee report the audit committee of the board of directors of the company reviewed and discussed the consolidated financial statements of the company and its subsidiaries that are set forth in the company's 2009 annual report to stockholders and in item 8 of the company's annual report on form 10-k for the year ended december 31, 2009 with management of the company and ernst & young llp, the independent registered public accounting firm of the company. the audit committee discussed with ernst & young llp the matters required to be discussed by statement on auditing standards no. 61, ",0
801,874716,2013,"the company's corporate governance guidelines provide that the board is free to select the  cotb  and the ceo in any way it deems best for the company's stockholders at any point in time. the board does not have a predetermined policy as to whether or not the roles of  cotb  and ceo should be separate. the corporate governance guidelines provide that the nominating and governance committee shall periodically assess the board's leadership structure, including whether the offices of  cotb  and ceo should be separate and why the board's leadership structure is appropriate given the specific characteristics or circumstances of the company. the  cotb  is currently mr. ayers, the company's  ceo . as described below, the company's corporate governance guidelines provide that when the  cotb  is not an independent director, the independent directors elect a lead director from among the independent directors. the lead director is currently mr. end. the lead director chairs meetings of the independent directors in executive session. such executive sessions of independent directors occur at each regularly scheduled board meeting to discuss, among other matters, the performance of the  ceo . the lead director also: facilitates communications between other members of the board and the  cotb  and/or ceo (however, any director is free to communicate directly with the  cotb  and  ceo ); works with the  cotb  and the ceo in the preparation of the agenda for each board meeting; and consults with and advises the  cotb  and/or the ceo on matters relating to corporate governance and board functions. the  cotb  has no greater nor lesser vote on matters considered by the board than any other director. all directors, including the  cotb , are bound by fiduciary obligations, imposed by law, to serve the best interests of the stockholders. as discussed above under director independence on pages 4-5, each director other than mr. ayers is an independent director under the rules of the nasdaq global market, and every member of each standing board committee is also independent as defined by those rules. in addition, each member of the audit committee also satisfies the independence criteria of rule 10a-3(b)(1) under the 1934 act. the board, upon the recommendation of the nominating and governance committee, has determined that its leadership structure of a combined full-time  cotb  and  ceo , subject to oversight by the company's independent directors, and with an independent lead director, is appropriate for the following reasons. the ceo is responsible for the day-to-day management of the company and the development and implementation of the company's strategy, and has access to the people, information, and resources necessary to facilitate board function. therefore, the board believes that the ceo is best positioned to develop the agenda for the board supported by regular consultation and input from the lead director, and to lead discussions at board meetings regarding the company's strategy, operations and results. in addition, it is the board's opinion that mr. ayers's interests, including through a personal and meaningful ownership of the company's shares, are aligned with the interests of the stockholders. finally, as described above, oversight of the company is the responsibility of the board as a whole, which is comprised entirely of independent directors other than mr. ayers and has an independent lead director as described above.",1
802,874761,2011,"our corporate governance guidelines require the separation of the offices of the chairman of the board ( chairman ) and chief executive officer ( ceo ). if the chairman is independent, he or she will also serve as lead independent director. since 1993, we have separated the offices of chairman and ceo. since 2003, our chairman has been an independent director who has also acted as lead independent director. we believe the structure described above provides strong leadership for our board, while also positioning our ceo as the leader of the company for our investors, counterparties, employees and other stakeholders. our current structure, which includes an independent chairman serving as lead independent director, helps ensure independent oversight over the company. our corporate governance guidelines state that the lead independent director's duties include coordinating the activities of the independent directors, coordinating the agenda for and moderating sessions of the board's independent directors, and facilitating communications among the other members of the board. at the same time, our current structure allows the ceo to focus his energies on management of the company. our board has nine independent members and only one non-independent member, the ceo. a number of our independent board members are currently serving or have served as directors or as members of senior management of other public companies. we have three board committees comprised solely of independent directors, each with a different independent director serving as chairman of the committee. we believe that the number of independent experienced directors that make up our board, along with the independent oversight of the board by the non-executive chairman, benefits our company and our stockholders. pursuant to our bylaws and our governance guidelines, our board determines the best leadership structure for the company. as part of our annual board self-evaluation process, the board evaluates issues such as independence of the board, communication between directors and management, the relationship between the ceo and chairman, and other matters that may be relevant to our leadership structure. the company recognizes that in the event that circumstances facing the company change, a different leadership structure may be in the best interests of the company and its stockholders. ",0
803,874761,2011,"our corporate governance guidelines require the separation of the offices of the  cotb  (  cotb  ) and ceo . if the  cotb  is independent, he or she will also serve as lead independent director. since 1993, we have separated the offices of  cotb  and ceo . since 2003, our  cotb  has been an independent director who has also acted as lead independent director. we believe the structure described above provides strong leadership for our board, while positioning our ceo as the leader of the company for our investors, counterparties, employees and other stakeholders. our current structure, which includes an independent  cotb  serving as lead independent director, helps ensure independent oversight over the company. our corporate governance guidelines state that the lead independent director's duties include coordinating the activities of the independent directors, coordinating the agenda for and moderating sessions of the board's independent directors, and facilitating communications among the other members of the board. at the same time, our current structure allows the ceo to focus his energies on management of the company. our board has ten independent members and two non-independent members, the ceo and cic nominee. a number of our independent board members are currently serving or have served as directors or as members of senior management of other public companies. we have three board committees comprised solely of independent directors, each with a different independent director serving as  cotb  of the committee. we believe that the number of independent experienced directors that make up our board, along with the independent oversight of the board by the non-executive  cotb , benefits our company and our stockholders. pursuant to our bylaws and our corporate governance guidelines, our board determines the best leadership structure for the company. as part of our annual board self-evaluation process, the board evaluates issues such as independence of the board, communication between directors and management, the relationship between the ceo and  cotb , and other matters that may be relevant to our leadership structure. the company recognizes that in the event that circumstances facing the company change, a different leadership structure may be in the best interests of the company and its stockholders.",0
804,874866,2016,"the board has determined that each of our current directors other than mr. clemons qualifies as an independent director in accordance with the published listing requirements of the nasdaq stock market llc. the nasdaq independence definition includes a series of objective tests, such as that the director is not also one of our employees and has not engaged in various types of business dealings with us. in addition, as further required by the nasdaq rules, the board has made a subjective determination as to each independent director that no relationships exist which, in the opinion of the board, would interfere with the exercise of independent judgment the board does not have a policy regarding the separation of the roles of the ceo and  cotb  as the board believes it is in the best interest of the company to make that determination based on the position and direction of the company and the membership of the board from time to time. the board has determined that having the company's current ceo serve as the  cotb  is currently in the best interest of the company as this structure provides leadership continuity, makes the best use of the  cotb 's extensive knowledge of the company and its industry, and fosters greater communication between the company's management and the board, while facilitating robust director, board, and ceo evaluation processes. the company does, however, have a policy that if the  cotb  of the company does not qualify as an independent director, the independent directors of the board will select one of the independent directors to be the lead independent director. since the  cotb / ceo  is currently involved in the day-to-day operations of the company, the board of directors has designated mr. jessup as the lead independent director. the lead independent director has the following duties and responsibilities: (a) acting as chair of the meetings of the independent directors; (b) working with the  cotb / ceo  and corporate secretary to ensure the board has adequate resources, especially by way of full, timely and relevant information to support its decision-making requirements; (c) serving as a conduit of information between the independent directors and the  cotb / ceo  and other members of management; (d) reviewing annually the purpose of the committees of the board and through the nomination and governance committee, recommending to the board any changes deemed necessary or desirable to the purpose of the committees and whether any committees should be created or discontinued; (e) being available as a resource to consult with other board members on corporate governance practices and policies; and (f) such other responsibilities and duties as the board shall designate. the board believes that this current leadership structure, in which the office of  cotb  is held by one individual and an independent director acts as lead independent director, provides for dynamic board leadership and enhances the company's ability to execute its business and strategic plans, while maintaining strong independence for board decisions and oversight. ",1
805,874977,2014,"mr. restrepo serves as both  cotb  and ceo under our leadership structure. he also holds these same positions with our parent, state auto mutual. our board believes this leadership structure is appropriate given the overall corporate structure of our company and state auto mutual. we and our subsidiaries operate and manage our businesses in conjunction with state auto mutual and its subsidiaries and affiliates under various management and cost sharing agreements under the leadership and direction of the same senior management team. in addition, our insurance subsidiaries participate in a pooling arrangement with state auto mutual and certain of its insurance subsidiaries and affiliates which covers all of the property and casualty insurance written by our insurance subsidiaries. see related person transactions transactions involving state auto mutual. because of the way our business is operated, our board believes separating the positions of  cotb  and ceo would cause unnecessary complexity and complications and perhaps cause a split in our strategic direction, in particular since our board has received no indication from the state auto mutual board that it is considering, or would consider, separating these positions in its leadership structure. our lead director's responsibilities include, among other things, leading the executive session of our independent directors, being a primary advisor to and principal point of contact with our  cotb  and  ceo , working with the  cotb  and soliciting input from other board members to develop a regular board meeting schedule and an agenda for each meeting, securing input from other directors on agenda items, ensuring the adequate flow of information from management to our board and delivering the  ceo 's performance evaluation on behalf of the compensation committee of our board. in may 2012, our board re-elected paul s. williams to serve as lead director. mr. williams has served in that position since may 2010. we believe our board leadership is effective and appropriate for our company, given the specific circumstances of our overall corporate structure and operation in conjunction with state auto mutual, the established effectiveness of the lead director's role on the board, the nominating and governance committee's significant role in the nominee selection process for new or re-elected directors, the independence of eight of nine directors, and the effectiveness of the executive session meetings of independent directors at each regularly scheduled meeting of our board. ",1
806,875045,2010,"we currently separate the roles of chairman of the board of directors and chief executive officer. our chairman, an independent director, presides at meetings of our board of directors, executive sessions of our non- employee directors and our annual meeting of stockholders. in addition, our chairman sets the agenda for our board meetings in collaboration with our chief executive officer, recommends board committee appointments and responsibilities in conjunction with the corporate governance committee, and leads the evaluation process of our chief executive officer. we believe that having an independent chairman promotes a greater role for the independent directors in the oversight of the company, including oversight of material risks facing the company, encourages active participation by the independent directors in the work of our board of directors, enhances our board of directors' role of representing stockholders' interests, and improves our board of directors' ability to supervise and evaluate our chief executive officer and other executive officers.",0
807,875045,2010,"our board of directors consists of three classes of directors with each director serving a staggered three-year term as follows: we were known as idec pharmaceuticals corporation before our merger with biogen, inc. in november 2003 (merger). references to our or us in the following biographical descriptions include biogen idec and the former idec pharmaceuticals corporation. we currently separate the roles of  cotb  and  ceo . our  cotb , an independent director, presides at meetings of our board of directors, executive sessions of our non-employee directors and our annual meeting of stockholders. in addition, our  cotb  sets the agenda for our board meetings in collaboration with our  ceo , recommends board committee appointments and responsibilities in conjunction with the corporate governance committee, and leads the evaluation process of our  ceo . we believe that having an independent  cotb  promotes a greater role for the independent directors in the oversight of the company, including oversight of material risks facing the company, encourages active participation by the independent directors in the work of our board of directors, enhances our board of directors role of representing stockholders interests, and improves our board of directors ability to supervise and evaluate our ceo and other executive officers.",0
808,875159,2010,"during 2009, the company announced the addition of two new directors, g. thompson hutton and clayton s. rose, and the retirement of robert s. parker and alan z. senter. in addition, following the 2009 annual general meeting robert r. glauber was appointed as non-executive chairman of the board following mr. brian o hara's retirement as chairman. with these announcements, coinciding with the first year initiatives of a new chief executive officer and a refocused business strategy, the company began a new chapter in board leadership and governance. in connection with refreshing and revitalizing the board, the board has carefully considered the qualifications necessary for its members. in this regard, the board believes that its members should be persons with superior business judgment and integrity who demonstrate an understanding of the business, financial and operational aspects of a complex global organization such as the company. in addition, the board believes its members must have the talent and vision to provide oversight and direction in the areas of strategy, operating performance, corporate governance, risk management and senior leadership succession planning in order to maximize the interests of shareholders while maintaining the highest standards of ethical business conduct. the board believes that each of its directors contributes a strong background and set of skills to enable the board to meet its responsibilities. the board has a preference with respect to the separation of the office of chairman of the board from that of the chief executive officer. the board believes that this issue is part of the succession planning process and that this item should be regularly reviewed as appropriate. accordingly, as discussed above, robert r. glauber, formerly the lead director of the board, was appointed non-executive chairman of the board following mr. brian o hara's retirement as chairman of the board.",0
809,875159,2011,"the board has a preference with respect to the separation of the office of chairman of the board from that of the chief executive officer. the board believes that this item is part of the succession planning process and should be regularly reviewed as appropriate. accordingly, robert r. glauber has served as the non-executive chairman of the board since april 2009. the board regularly considers the qualifications necessary for its members. in this regard, the board believes that its members should be persons with superior business judgment and integrity who have distinguished themselves in their chosen fields of endeavor and who have knowledge or experience in the areas of insurance, reinsurance, financial services or other aspects of the company's business, operations or activities. in addition, the board believes its members should have the talent and vision to provide oversight and direction in the areas of strategy, operating performance, corporate governance and risk management in order to maximize the interests of shareholders while maintaining the highest standards of ethical business conduct. the board believes that each of its directors contributes a strong background and set of skills to enable the board to meet its responsibilities.",0
810,875159,2012,the board has a preference with respect to the separation of the office of  cotb  from that of the ceo . the board believes that this item is part of the succession planning process and should be regularly reviewed as appropriate. robert r. glauber has served as the non-executive  cotb  since april 2009.,0
811,875159,2012,the board has a preference with respect to the separation of the office of chairman of the board from that of the ceo. the board believes that this item is part of the succession planning process and should be regularly reviewed as appropriate. robert r. glauber has served as the non-executive chairman of the board since april 2009.,0
812,876343,2011," our leadership structure bifurcates the roles of ceo and  cotb . michael d. west is our ceo and is a member of our board, while alfred d. kingsley currently serves as  cotb . this structure allows our ceo to focus on innovation in our stem cell research programs, building our intellectual property portfolio, and fostering relationships within the bioscience industry. as  cotb , mr. kingsley plays an active role in the structuring and oversight of biotime financings and the growth of our business by facilitating communication between the board and our ceo and other senior management, and by interfacing with our other directors with respect to matters such as the members and chairs of board committees, other corporate governance matters, financing, and strategic planning. ",0
813,876378,2014,"the company has a separate  cotb , mr. laviolette, and  ceo , mr. pope. we believe that having an independent director serve as our  cotb  allows our ceo to focus on our daily business, while allowing the  cotb  to fulfill the fundamental board leadership role, which includes providing advice to and independent oversight of our management. the  cotb  role requires significant additional commitment, particularly as the board's oversight responsibilities continue to grow due to our expanding business operations. our board is committed to good corporate governance and believes that it is appropriate for an independent, highly-qualified, director to serve as its  cotb . our  cotb  is responsible for the orderly functioning of our board and enhancing its effectiveness. our  cotb  guides board processes, provides input on agenda items and presides at board meetings. our  cotb  additionally acts as a liaison between our board members and our executive management team, consulting regularly and providing guidance on board-related matters. the board's role in the risk oversight process includes receiving regular reports from members of senior management on areas of material risk to the company, including operational, financial, legal and regulatory and strategic and reputational risks. in connection with its reviews of the operations of the company's business and its corporate functions, the board considers and addresses the primary risks associated with these operations and functions. our full board regularly engages in discussions of the most significant risks that the company is facing and how these risks are being managed. in addition, each of the board's committees, and particularly the audit committee, plays a role in overseeing risk management issues that fall within such committee's areas of responsibility. senior management reports on at least a quarterly basis to the audit committee on the most significant risks facing the company from a financial reporting perspective and highlights any new risks that may have arisen since the audit committee last met. the audit committee also meets regularly in executive sessions with the company's independent registered public accounting firm and reports any findings or issues to the full board. in performing its functions, the audit committee and each standing committee of the board has full access to management, as well as the ability to engage advisors. the board receives regular reports from each of its standing committees regarding each committee's particularized areas of focus. the board believes the company is likely to lose its status as a smaller reporting company in the near future. in light of this, the board has directed the audit committee to begin assessing and evaluating the increased financial reporting risks facing the company and the internal control necessary to mitigate such risk.",0
814,876437,2012,"currently, mr. culver serves as  cotb  and  ceo . the board believes that we and our shareholders are best served at this time by this leadership structure, in which a single leader serves as  cotb  and ceo and the board has a lead director. combining the roles of  cotb  and ceo makes clear that the person serving in these roles has primary responsibility for managing our business, under the oversight and review of the board. under this structure, the  cotb  and ceo chairs board meetings, where the board discusses strategic and business issues. the board believes that this approach makes sense because the ceo is the individual with primary responsibility for developing our strategy, directing the work of other officers and leading implementation of our strategic plans as reviewed by the board. this structure results in a single leader being directly accountable to the board and, through the board, to shareholders, and enables the ceo to act as the key link between the board and other members of management. in addition, the board believes that having a combined  cotb  and ceo is appropriate for us at this time because of mr. culver's familiarity with our business and history of outstanding leadership. mr. culver has been with us since 1985, and has served as ceo since 2000 and as  cotb  since 2005.",1
815,876883,2010,"presently, mr. nadal, our CEO and president, is also the cotb . the board does not require the separation of the offices of cotb and CEO or president. all of the company's directors, whether members of management or not, have a fiduciary duty to exercise their business judgment in the best interests of the company. the board believes separating the roles of cotb and CEO or president would not diminish or augment these fiduciary duties. the board deliberates and decides, each time it selects a cotb , whether the roles should be combined or separate, based upon the then current needs of the company and the board. the board believes that the company is currently best served by having mr. nadal hold each of these positions, and by having a separate independent director serve as presiding director. ",0
816,877212,2013,"the independent members of a board may be led by an independent  cotb  or, when the roles of the  cotb  and ceo are combined, by an independent lead director. zebra's independent directors are led by michael smith, who serves as  cotb . mr. smith has served as a director since 1991 and as our  cotb  since 2007 when our ceo , anders gustafsson, joined zebra as successor to edward kaplan, zebra's co-founder and former  cotb  and ceo . this structure allows mr. gustafsson to focus on strategic, operational, and financial matters necessary to operate zebra's business while mr. smith's knowledge of, and experience with, zebra and the operation and history of the board allow mr. smith to provide an independent leadership that reflects his knowledge and experience. as  cotb , mr. smith presides at all meetings of stockholders and of the board, including executive sessions of the whole board and of the independent directors.",0
817,877890,2012,"since 2002, we have separated the roles of chairperson and ceo. our board of directors believes that this leadership structure is appropriate for citrix at the current time, as it provides an appropriate balance between the two roles. our ceo is responsible for setting the strategic direction for citrix and day-to-day leadership, while the chairperson of our board of directors provides guidance to our ceo and presides over meetings of the full board of directors. thus, our board of directors believes that the current structure balances the need for our ceo to run citrix on a day-to-day basis, with the benefit provided to us by significant involvement of an independent member of our board of directors. ",0
818,878726,2011," our board of directors has determined that an annual advisory vote on executive compensation will allow our stockholders to provide timely, direct input on the company's executive compensation philosophy, policies and practices as disclosed in the proxy statement each year. the board believes that an annual vote is therefore consistent with the company's efforts to engage in an ongoing dialogue with our stockholders on executive compensation and corporate governance matters. the company has had different individuals serving as its ceo and  cotb  since 2000. the separation of roles is designed to allow our president and  ceo , ms. mason, to focus on the day-to-day management of the company's business and our independent  cotb  to focus on the continued development of a high-performing board, including (1) ensuring the board remains focused on the company's long-term strategic plans, (2) developing board agendas, (3) working with company management to ensure the board has timely and adequate information, (4) coordinating board committee activities, (5) supporting and mentoring the ceo and (6) ensuring effective stakeholder communications. the board recognizes the time, effort and energy that the ceo is required to devote to her position in the current business environment, as well as the commitment required to serve as our  cotb , particularly as the board's oversight responsibilities continue to grow. the board believes, due to the continued leadership and experience provided by these two individuals, that having separate positions is the appropriate leadership structure for the company at this time and demonstrates our commitment to good corporate governance. ",0
819,878927,2010,"board leadership structure historically, our  COTB  has also served as our  CEO , and these dual roles were held for many years by our current executive  COTB , earl e. congdon. in 2007, however, following mr. earl congdon's decision to resign from the CEO position effective on january 1, 2008, the board determined that it was in the best interests of our shareholders to appoint as our  CEO , david s. congdon, who had been serving as our president and chief operating officer, and redesignate mr. earl congdon as executive  COTB . the board believed mr. david congdon was well-prepared to assume the duties of  CEO , and it took these actions because it wanted to preserve the ability of mr. earl congdon to continue to have a significant executive role on our management team. the board believes that strong, independent board leadership is an important aspect of effective corporate governance and, as a result, recently appointed robert g. culp, iii to serve as our lead independent director. our lead - 8 - independent director's responsibilities and authority include leading the executive sessions of independent directors, advising on board meeting schedules and agendas and performing such other duties as are requested by the board. for these reasons, the board believes that our current leadership structure is appropriate for us at this time. the board believes that there is no specific generally accepted leadership structure that applies to all companies, nor is there one specific leadership structure that permanently suits us. as a result, our decision as to whether to combine or separate the positions of  COTB  and CEO and whether to have a lead independent director may vary from time to time, as industry or our own conditions and circumstances warrant. the independent directors of the board consider the board's leadership structure on an annual basis to determine the structure that is most appropriate for the governance of old dominion. ",1
820,879884,2010,"the roles of  cotb  and ceo are currently combined at the company. the board has determined that the current leadership structure allows the board to fulfill its duties effectively and efficiently and that stockholders are best served by a board that has the flexibility to establish a leadership structure that fits the needs of the company at a particular point in time. additionally, the board believes that the company's lead independent director and majority independent directors facilitate the independent oversight of management and effective corporate governance. ",1
821,880115,2014,"the board is composed of three classes of members. one class of directors is elected each year to hold office for a three-year term and until successors of such class are duly elected and qualified. the board currently consists of six directors and it currently has one vacancy on the board. the directors serving on the board for 2012 were clayton w. williams, jr., mel g. riggs, davis l. ford, robert l. parker, jordan r. smith, and ted gray, jr. the class in which each director serves and the nominee for director at the annual meeting are described below under clayton w. williams, jr. serves as the  cotb  and  ceo . mr. williams is the founder of the company and is the company's largest shareholder. as he has done since founding the company in 1991, mr. williams actively participates in all facets of the business and has a significant impact on both business strategy and daily operations. it is mr. williams view that a controlling shareholder who is active in the business should serve as both  cotb  and  ceo . the board concurs in this view and has not directed that these roles be separated or that the board name a lead independent director. the full board is responsible for general oversight of risks inherent in the business. each quarter, the board receives reports from mr. williams and other members of senior management that help the board assess the risks the company faces in the conduct of the business. members of the company's senior technical staff frequently make presentations to the board about current and planned exploration and development activities that may subject the company to operational and financial risks. also, the audit committee reviews at least annually with consultants and independent accountants the effectiveness of internal controls over financial reporting, which controls are designed to address risks specific to financial reporting.",1
822,880266,2014,"mr. richenhagen, who is also the ceo of the company, serves as  cotb , and mr. shaheen currently serves as lead director of the board. the company holds executive sessions of its non-management directors at each regular meeting of its board. the lead director presides over executive sessions and at all meetings of the board in the absence of the  cotb , provides input to the  cotb  on setting board agendas, generally approves information sent to the board (including meeting schedules to assure sufficient discussion time for all agenda items), ensures that he is available for consultation and direct communication at the request of major stockholders, leads the performance evaluation process of the  ceo , and has the authority to call meetings of the independent directors. the company believes that having the ceo serve as  cotb  is important because it best reflects the board's intent that the ceo function as the company's overall leader, while the lead director provides independent leadership to the directors and serves as an intermediary between the independent directors and the  cotb . the resulting structure sends a message to our employees, customers and stockholders that we believe in having strong, unifying leadership at the highest levels of management, but that we also value the perspective of our independent directors and their many contributions to the company.",1
823,880984,2010,"our board of directors is composed of one class, with seven board seats, one of which is vacant, and six directors serving until their reelection or replacement at the 2010 annual meeting of stockholders. john a. moore serves as both CEO and cotb of our board of directors. we do not have a lead independent director. applying the definition of independence provided under the nasdaq rules, the board has determined that with the exception of john a. moore, all of the members of the board of directors are independent. the board believes mr. moore's service as CEO and cotb of the company is appropriate because it bridges a critical gap between the company's management and the board, enabling the board to benefit from management's perspective on the company's business while the board performs its oversight function. further, the board believes mr. moore's significant ownership of acorn energy stock aligns his interests with those of acorn energy's shareholders. in addition, the board believes that having one person serve as both CEO and cotb demonstrates for our employees, strategic partners, customers and shareholders that acorn energy has one clear leader. management is responsible for acorn energy's day-to-day risk management, and the board's role is to engage in informed oversight. the entire board performs the risk oversight role. acorn energy's CEO is a member of the board of directors, and acorn energy's chief financial officer and its general counsel regularly attend board meetings, which helps facilitate discussions regarding risk between the board and acorn energy's senior management, as well as the exchange of risk-related information or concerns between the board and the senior management. further, the independent directors generally meet in executive session following regularly scheduled board meetings to voice their observations or concerns and to shape the agendas for future board meetings. the board of directors believes that, with these practices, each director has an equal stake in the board's actions and oversight role and equal accountability to acorn energy and its shareholders.",0
824,880984,2014,"our board of directors is composed of one class, with seven board seats, one of which is vacant, and six directors serving until their reelection or replacement at the 2014 annual meeting of stockholders. john a. moore serves as both ceo and as a member of our board of directors. christopher e. clouser serves as the non-executive  cotb  of our board. applying the definition of independence provided under the nasdaq rules, the board has determined that with the exception of john a. moore, all of the members of the board of directors are independent. christopher e. clouser currently serves as the non-executive  cotb  of our board of directors. the appointment of mr. clouser to this position demonstrates the board's commitment to sound corporate governance by adopting the developing best practice among public companies toward retaining non-executive, independent board leadership. the board believes that having an independent director in the senior most board leadership position best ensures that the board's agenda will reflect the concerns of our stockholders. furthermore, the board believes that mr. clouser's extensive business experience and network will enable him to help position the company for growth. the board believes mr. moore's service as ceo and as a member of our board is appropriate because it bridges a critical gap between the company's management and the board, enabling the board to benefit from management's perspective on the company's business while the board performs its oversight function. further, the board believes mr. moore's significant ownership of acorn energy stock aligns his interests with those of acorn energy's stockholders.",0
825,881464,2012,"the leadership structure of our board consists of an independent  cotb , mr. costa, who oversees the board meetings and works with our ceo to establish meeting agendas. the  cotb  also oversees executive sessions of the board at quarterly meetings. we believe this structure enhances the independence of our board. as noted above, our  ceo , mr. bradbury, is the only member of our board who has not been deemed to be independent by the board. further, our corporate governance guidelines provide that if the  cotb  is ever deemed to be not independent, the board shall elect a lead independent director to preside over executive sessions of the board's independent directors. the board committees are chaired by independent directors, each of whom reports to the full board on the activities and decisions made by the committees at board meetings. we believe this leadership structure helps facilitate efficient decision-making and communication among our directors and fosters efficient board functioning at regularly scheduled meetings. our management is primarily responsible for managing the risks we face in the ordinary course of operating our business. the board actively oversees potential risks and our risk management activities by receiving operational and strategic presentations from management which include discussions of key risks to our business. in addition, the board has delegated risk oversight to each of its key committees within their areas of responsibility. for example, the audit committee assists the board in its risk oversight function by reviewing and discussing with management our system of disclosure controls and our internal controls over financial reporting, and risks associated with our cash investment policies. the corporate governance committee assists the board in its risk oversight function by periodically reviewing and discussing with management important compliance and quality issues. the compensation and human resources committee assists the board in its risk oversight function by overseeing strategies with respect to our incentive compensation programs and key employee retention issues. in addition, the risk management and finance committee oversees our enterprise risk management program. we believe our board leadership structure facilitates the division of risk management oversight responsibilities among the board committees and enhances the board's efficiency in fulfilling its oversight function with respect to different areas of our business risks and our risk mitigation practices.",0
826,882104,2010,"the board does not have a policy regarding the separation of the roles of ceo and chairperson of the board as the board believes it is in the best interests of the company to make that determination based on the position and direction of the company and the membership of the board. since march 2009, the board has been led by a lead director instead of a chairperson. under our corporate governance principles, the lead director of the board is responsible for coordinating the board's activities, including the scheduling of meetings of the full board, scheduling executive sessions of the non-employee directors and setting relevant items on the agenda (in consultation with the ceo as necessary or appropriate). the board believes this leadership structure has enhanced the board's oversight of, and independence from, company management and our overall corporate governance. ",0
827,882154,2013,"our corporate governance guidelines provide, as our board of directors has determined, that at the present time it is in the best interests of our company and our stockholders to separate the roles and offices of the  cotb  from the ceo in recognition of the differences between their roles, with an independent, non-executive director serving as the  cotb  with principal responsibility for leading the board, thereby allowing our ceo to focus on the day-to-day running of our company. the board determined that this structure is optimal for us under our current circumstances because it allows sidney hinton, our ceo and the only member of the board who is not an independent director, to devote his full attention and energy to setting and executing the strategic plan for our company and to providing day-to-day management and leadership of our company and our business and affairs, while allowing our independent  cotb  to lead and direct board meetings and to facilitate other board activities and the flow of information between management and directors. mr. pell, who has served as our non-executive  cotb  since october 2008, is retiring at the annual meeting. w. kent geer will then serve as our non-executive  cotb , and thomas j. madden iii will serve as our vice  cotb . we believe that this leadership structure enhances the accountability of the ceo to the board, strengthens the board's independence from management and provides the appropriate leadership to help ensure effective risk oversight by the board. in addition, since our  cotb  is an independent director, the board does not believe it needs a separate lead independent director, as our independent  cotb  performs that function. however, the board of directors recognizes, and our corporate governance guidelines acknowledge, that circumstances may change over time. accordingly, the board of directors has not adopted a formal policy requiring us to separate the roles of  cotb  and ceo but rather believes it is important to retain its flexibility to allocate the responsibilities of the offices of the  cotb  and the ceo from time to time in a manner that is in the best interests of our company and our stockholders based upon then prevailing circumstances. ",0
828,882184,2010,"our board of directors operates under the leadership of our executive chairman of the board and founder, mr. donald r. horton. mr. horton has been executive chairman of the board of the company and its predecessor companies since 1978. we do not have a policy that requires the positions of chairman of the board and ceo be separated, but we have had a separate chairman of the board and ceo since 1998. we believe the separation of these positions is appropriate at this time as it allows our executive chairman to focus on overall strategy and vision while leading the board and the company in overseeing key risk and management issues facing the board and the company. we further believe that mr. horton's extensive experience in the homebuilding industry enables him to provide valuable insight and leadership to both the board and the company. mr. horton's role as an executive officer also benefits the board and the company as he works with key officers of the company to implement the board's strategies and oversight functions on a daily basis. we are able to ensure effective corporate governance through our nominating and governance committee which is composed of four independent directors. in addition, our independent directors meet regularly throughout the year in executive session to encourage open communication and discussion among the independent directors without the presence of management and the presiding director chairs these meetings. overall, the board is composed of four independent directors and three management directors; however, the board has nominated four independent directors and two management directors for election at the 2011 annual meeting to improve the ratio of independent directors to management directors. the board has designated four primary committees that are responsible for various duties of the board or its committees. the four committees of the board are the nominating and governance committee, audit committee, compensation committee, and executive committee. the committees of the board are discussed in more detail under the heading committees of the board on page 17. these collective measures further ensure our effective corporate governance of the company. ",0
829,882835,2010,"mr. jellison has served as roper's chairman of the board since 2003 and as its president and chief executive officer since 2001. his extensive knowledge of the company along with his strategic abilities provide the board with strong leadership. at each board meeting, the non- management directors also meet in executive session and choose a director to preside at these meetings on a rotating basis. the board believes that this board leadership structure is in the best interest of the company and its stockholders at this time in light of mr. jellison's unique qualifications and that the appropriate leadership structure is a matter that should be discussed and determined by the board from time to time based on all of the then- current facts and circumstances",1
830,882835,2012,"mr. jellison has served as roper's chairman of the board since 2003 and as its president and chief executive officer since 2001. his extensive knowledge of the company along with his strategic abilities provide the board with strong leadership. at each board meeting, the non-management directors also meet in executive session and choose a director to preside at these meetings on a rotating basis. the board believes that the current leadership structure is in the best interest of the company and its stockholders at this time in light of mr. jellison's unique qualifications and that the appropriate leadership structure is a matter that should be discussed and determined by the board from time to time based on all of the then-current facts and circumstances. ",1
831,882835,2013,"mr. jellison has served as roper's  cotb  since 2003 and as its president and ceo since 2001. mr. jellison's in-depth knowledge of the company allows him to effectively identify strategic priorities, lead board discussions, and execute the company's strategy and business plans. the board of directors believes that mr. jellison's combined role is in the best interest of the company and promotes decisive leadership, clear accountability, and enhanced communication internally and externally. in light of the combined roles, a lead independent director is selected by the non-management directors. primary responsibilities of the lead independent director include initiating and chairing meetings of the independent directors, soliciting input from independent directors on issues and areas of focus, and providing feedback to the  ceo . pursuant to our corporate governance guidelines, the lead independent director responsibilities are assigned on a rotational basis with each term covering a nine-month period. ",1
832,883241,2015,"our board of directors believes it is important to have flexibility in selecting our  cotb  and board leadership structure. accordingly, our corporate governance guidelines allow for the positions of  cotb  and ceo to be held by the same person. the board of directors believes that it is currently in the best interest of synopsys and its stockholders for dr. de geus to serve in both roles. dr. de geus co-founded synopsys and has extensive knowledge of synopsys, its industry and its culture. he has successfully guided synopsys through both strong and challenging periods, and his ability to speak as  cotb  and co- ceo  provides strong, consistent leadership for synopsys. our guidelines also provide for the appointment of a lead independent director in the event that the positions of  cotb  and ceo are held by the same person, and mr. walske has served in that role since 2004. the responsibilities of our lead independent director include: establishing the agenda for regular board meetings with the  cotb ; serving as chairperson of regular board meetings when the  cotb  is unavailable; presiding over executive sessions; providing feedback from executive sessions to management; serving as liaison between the co- ceo 's and the independent directors; and encouraging dialogue between the independent directors and management. our board believes the role of lead independent director provides an appropriate balance in synopsys leadership to the combined role of  cotb  and ceo , and that the responsibilities given to the lead independent director help ensure a strong, independent and active board. ",1
833,883945,2010," consistent with these considerations, the board has determined that all of the directors, with the exception of robert m. powell, clifton r. beckham and james b. speed are independent directors. messrs. powell and beckham are current employees of the company and mr. speed was formerly  cotb  of the company. the independent directors met in executive session, without management directors or other representatives of management present, in connection with each quarterly meeting of the board. we separate the roles of ceo and  cotb  in recognition of the differences between the two roles. the ceo is responsible for setting the strategic direction for the company and the day-to-day leadership and performance of the company, while the  cotb  provides guidance to the ceo and participates in setting the agenda for board meetings and presides over meetings of the full board. although we have no plans to combine the roles in the future, we may do so from time to time. ",0
834,883980,2016,"our governance framework provides the board with flexibility to select the appropriate leadership structure. in making leadership structure determinations, the board considers many factors, including the specific needs of the business and what is in the best interests of the our shareholders. the current leadership structure is comprised of a combined chairperson of the board and  ceo , a lead director, and three board committees. the directors believe that the positions of chairperson and ceo currently should be held by the same person, as this combination has served us well by providing unified leadership and direction for the board. if the individual elected as chairperson is also an employee of first data, the board believes that a lead director should be appointed to help ensure robust leadership on the board. accordingly, the directors have elected scott nuttall as lead director. as lead director, mr. nuttall assists in optimizing the effectiveness of the board by performing the duties described below and such other duties as determined by the board or presides at all meetings of the directors and any board meeting when the chairperson and the ceo are not present, including meetings or executive sessions of the calls meetings of the directors, as appropriate; provides feedback from executive sessions of the directors to the chairperson, ceo , and members of senior management, as appropriate; serves as a liaison and facilitator between the directors and the chairperson and the ceo , as appropriate; before the board meetings, advises the chairperson and ceo regarding the information to be provided to directors, including the quality, quantity, and timeliness of such information; advises the chairperson and ceo regarding board meeting agenda items and the board's calendar, including the number and frequency of board meetings, to ensure that there is sufficient time for discussion of all agenda items. the lead director (and any director) may request inclusion of additional agenda items; consults with the chairperson and the governance, compensation and nominations committee on the appointment of chairs and members for board committees; collaborates with such committee on the evaluation of the ceo ; collaborates with such committee on matters related to board effectiveness and independence including the performance and structure of the board and its committees, and the performance of individual directors; and together with the chairperson, recommends to the board and the board committees the retention of advisers and consultants who report directly to the board.",1
835,883981,2011,"the board of directors does not have a policy on whether or not the roles of ceo and  cotb  should be separate and, if they are to be separate, whether the  cotb  should be selected from the non-employee directors or be an employee. the board of directors believes that it should be free to make a choice from time to time in any manner that is in the best interests of the company and its shareholders. currently, the board of directors does not have a chairperson and according to the bylaws of the company the ceo (if a director) acts as chairperson of the meeting. the board of directors believes this is the most appropriate structure for the company at this time because it provides flexibility to the board to appoint a chairperson and makes the best use of christopher j. artinian's skills and experience with the company.",0
836,884217,2010,"board leadership structure and role in risk oversight the board of directors has determined that it is best for the company for george zimmer, as the founder and chief driving force behind the company, to continue to serve as  COTB  and CEO of the company. at the same time, the board of directors believes that it is beneficial to the company and increases the effectiveness of the board of directors to have an outside director integrally involved in establishing and leading the board agenda and interacting with management on a regular basis. as a result, the board of directors has appointed mr. sechrest to act as lead director. in his capacity as lead director, mr. sechrest consults regularly with the  COTB  and CEO and other members of management; has primary responsibility, in consultation with the  COTB  and  CEO , for preparing the agenda for board meetings; leads the meetings of the board of directors and chairs the executive sessions of the board. with respect to the oversight of the company's risk, the company's chief compliance officer supervises the day-to-day risk management responsibilities and in turn reports to the audit committee on particular areas of risk. the audit committee continues to focus on the process the company goes through to identify financial and operational risk and the procedures for addressing such risks and periodically requires the chief compliance officer to report to the audit committee with respect thereto. in addition, the risks related to the company's overall strategy, including the risks related to mergers and acquisitions, divestitures and other significant non-recurring transactions, are addressed by the full board. ",0
837,884217,2011,"the board of directors determined that it was best for the company for george zimmer, as the founder and chief driving force behind the company, to serve as  cotb  and ceo of the company. at the same time, the board of directors believes that it is beneficial to the company and increases the effectiveness of the board of directors to have an outside director integrally involved in establishing and leading the board agenda and interacting with management on a regular basis. as a result, the board of directors has appointed mr. sechrest to act as lead director. in his capacity as lead director, mr. sechrest consults regularly with the  cotb  and ceo and other members of management; has primary responsibility, in consultation with the  cotb  and  ceo , for preparing the agenda for board meetings; with the  cotb , leads the meetings of the board of directors and chairs the executive sessions of the board. we have announced that effective immediately after the annual meeting, doug ewert will become ceo of the company. mr. zimmer will become executive  cotb  and mr. sechrest will continue as lead director. with respect to the oversight of the company's risk, the company's chief compliance officer supervises the risk management responsibilities and in turn reports to the audit committee on particular areas of risk. the audit committee continues to focus on the process the company goes through to identify financial and operational risks and the procedures for addressing such risks and periodically requires the chief compliance officer to report to the audit committee with respect thereto. in addition, the risks related to the company's overall strategy, including the risks related to mergers and acquisitions, divestitures and other significant non-recurring transactions, are addressed by the full board.",0
838,884382,2010,"our nominating and corporate governance committee reviews the board's leadership structure annually, together with an evaluation of the performance and effectiveness of the board of directors. the committee and the board believe that our current leadership structure, with separate executive roles for our  cotb  and our  ceo , facilitates information flow between management and the board, promotes effective strategy development and execution and is in the best interests of stockholders at this time. this structure has been particularly useful in light of our relatively new ceo and the significant changes in our strategic direction as we become a more nimble, internet-based competitor. the board believes that the roles of our  cotb  and ceo are complementary, dynamic and provide the appropriate balance, given our specific facts and circumstances, between effective strategy development and independent oversight of management. the board believes this structure contributes to a greater role for the independent directors in the oversight of the company and active participation of the independent directors in setting agendas and establishing priorities and procedures for the work of the board. in particular, the board as a whole and also at the committee level is actively involved in oversight of risks that could affect us. the board reviews information regarding oversight of risks to the enterprise that could negatively impact our operations or strategic decisions, including management and succession planning, financial policies and material business and financial decisions. our audit committee oversees management of risks related to accounting matters, financial reporting, the design and operation of our system of internal controls, compliance, ethics and company practices with respect to risk assessment and risk management. our nominating and corporate governance committee primarily manages risks associated with the independence of the board and potential conflicts of interest. our compensation committee is responsible for overseeing the management of compensation plans and arrangements, including assessment of risks arising from compensation programs, policies and practices, and making recommendations to the board associated with compensation and benefits systems. though each committee is responsible for evaluating certain risks and overseeing the management of such risks, the board receives full reports by each committee chair regarding the committee's considerations and actions, as well as regular reports directly from officers responsible for oversight of particular risks. the board believes its administration of its risk oversight function has not affected the board's leadership structure.",0
839,884731,2014,"our board has adopted a board leadership structure where our ceo serves as  cotb  and where the board appoints a lead director from its independent directors. our board believes this structure provides an efficient and effective leadership model for the company. combining the  cotb  and ceo roles fosters clear accountability, effective decision-making and alignment on corporate strategy. a single  cotb  and ceo provides strong and consistent leadership for the company, without risking overlap or conflict of roles. moreover, the board believes that our ceo is best suited to serve as  cotb  because he is the director most familiar with our science, business and industry. because of that experience, he is the director most capable of effectively identifying strategic priorities and leading the board's discussion and execution of strategy. at the same time, to assure effective independent oversight, the board has adopted a number of corporate governance practices, including: a strong, independent, clearly-defined lead director role (see below for a full description of the role); executive sessions of the independent directors after substantially all board meetings, chaired by the lead director; and annual performance evaluations of the  cotb  and ceo by the independent directors, led by the compensation committee of our board. athanase lavidas, ph.d. was our lead director of the board from november 2008 until january 2014. in january 2014, wayne wilson was appointed our lead director. as the lead director, mr. wilson is responsible under our corporate governance guidelines for: chairing any meeting of the independent directors, including their meetings in executive session; working with the  cotb  in preparation of the agenda for each board meeting and in reviewing all potential topics and items of interest on a regular basis; regularly consulting with the  cotb  and ceo on our strategic priorities and on matters relating to corporate governance and board performance; serving as the liaison between the independent members of the board and our  cotb  and  ceo ; supporting the independent directors in meeting their obligations as independent directors; and meeting with major shareholders of the company upon request, as coordinated by management. a copy of our corporate governance guidelines is publicly available on the investors section of our website at under the heading corporate governance. the board believes the combined role of  cotb  and  ceo , together with the executive sessions and functions of a lead director described above, is in the best interest of our stockholders because it provides the appropriate balance between developing strategy and independently overseeing management.",1
840,884905,2010,"as set forth in corporate governance guidelines attached to this proxy statement as appendix 1, the board believes that the best leadership model for the company is that of a combined chairman & ceo, balanced by certain practices and policies to assure effective independence in the board's oversight, advice and counsel. the governance & nominating committee (consisting entirely of independent directors) periodically examines the board leadership structure as well as other governance practices and conducts an annual assessment of board and committee effectiveness. the governance & nominating committee has determined that the present leadership structure continues to be effective and appropriate, as demonstrated by the company's sustained superior performance relative to its peers over a number of years. the board believes that the substantive duties of the chairman, including calling and organizing meetings and preparing agendas, are best performed by one who has day- to- day familiarity with the business issues confronting the company and an understanding of the specific areas in which management seeks advice and counsel from the board. board independence is achieved by the appointment by the independent directors of an executive session presiding director (""presiding director"") and by other practices set forth in the corporate governance guidelines and described more fully below. these practices assure effective independent oversight as well as effective independent leadership while maintaining (1) practical efficiency, (2) the responsibility of each independent director to assert leadership when appropriate according to his or her background and expertise, and (3) appropriate authority on the part of each independent committee chair within the scope of his or her committee's subject matter responsibility. the presiding director assures that appropriate independence is brought to bear on important board and governance practices. the presiding director's duties and responsibilities are summarized in the corporate governance guidelines and in the presiding director's appointing resolutions (cited below). there are other sources of independence for the board in addition to the presiding director's leadership. the presiding director's duties are complemented by (1) the strong leadership vested in, and exercised by, the board's independent committee chairs with respect to the matters overseen by their committees, and (2) the responsibility of each director to assert leadership according to his or her particular experience and expertise. among the reasons to maintain a strong committee structure and leadership is the diversity of issues and risks confronted by a global industrial company. the board believes that exercising board leadership and oversight through committees is the most effective method of ensuring that these matters receive the diverse expertise and attention they deserve. in addition, the board is strengthened by the responsibility of each director to communicate candid advice and counsel directly to the ceo. this approach assures that each director is free to exercise and express independent judgment without filtering, and enables the valuable expression of a diversity of views in board meetings. finally, it is recent practice for the independent directors to appoint as the presiding director the chair of the board's governance & nominating committee. this practice is in recognition of the committee's oversight of the board's and the company's overall governance practices. the duties of the chair of the governance & nominating committee complement and unify the duties of the presiding director in most respects. the board's resolutions appointing the presiding director specify the following roles and responsibilities: serve as chairman of any formal private meetings of all of the non- management directors, serve as the contact by which interested parties may make their concerns known to the board's non- management directors as required by the nyse listing standards and act as a spokesperson for the board in engagements with shareholders or external parties as required, conduct performance reviews of the ceo based on contributions from the compensation & management development committee and other non- management directors, serve as temporary acting chairman in the event of unavailability or incapacitation of the chairman, serve as an advisor or liaison to the ceo to provide a sense of the non- management directors regarding governance or board matters in cases where direct communication of such sentiment is inappropriate or awkward or where the ceo requests a consensus or collective judgment of the non- management directors, provide leadership to the board in the event of a crisis or other event or circumstance which would make management leadership inappropriate or ineffective, in which cases the presiding director shall have the authority to convene meetings of the full board or of the non- management directors, and review with the chairman in advance of each board meeting the agenda and such other matters pertaining to the meeting and its agenda as the presiding director may request.",1
841,884940,2010,") as the highest governing body. the board in turn has a  cotb  who helps set the agenda with management and who chairs the meetings of the board. our board's leadership structure currently consists of a separate board  cotb  and  ceo . the board believes that separating the positions of  cotb  and ceo enhances board independence and oversight. the structure allows the ceo to better focus on his growing responsibilities of running the company, enhancing stockholder value and expanding and strengthening our enterprise, while allowing the  cotb  to lead the board in its fundamental role of providing advice to, and independent oversight of management. the board elects a lead director (the ",0
842,885551,2010,"our board separates the role of  cotb  (held by mr. berg) from the role of ceo (held by mr. kanode) because it believes that this structure currently provides the most efficient and effective leadership model for the company. our board was comprised of a majority of independent directors for the fiscal year ended march 31, 2010. our independent directors, as defined in the nasdaq listing standards, are vassilis g. keramidas, bert c. roberts, jr., and donn v. tognazzini.",0
843,885590,2014,"mr. ingram has a deep understanding of the pharmaceutical industry and healthcare related issues through his long career with gsk and its affiliates. his service on the board of directors of a variety of large public companies gives him a broad understanding of the role of the board of directors. the board has determined that mr. ingram is qualified to be a member of the board and his the board has determined that mr. l nner's extensive experience as a ceo of a public company, where he demonstrated leadership capability and extensive knowledge of complex financial and operational issues facing large organizations, his understanding of operations and financial strategy in challenging environments and his insight into international operations and his international perspective on the pharmaceutical industry and healthcare related issues qualify him to be a member of the board. the board has determined that mr. pearson's many years of experience working with the pharmaceutical industry, proven track record in evaluating many aspects of pharmaceutical businesses, knowledge of the complex issues facing global companies and an understanding of what makes businesses work effectively and efficiently qualify mr. pearson to be a member of the board. in addition, his knowledge of the industry and business, combined with his drive for innovation and excellence, position him well to serve as the  cotb . the board believes that the most effective board leadership structure for the company at the present time is for the ceo to serve as  cotb  in conjunction with the appointment of an independent lead director as described below. combining the positions of  cotb  and ceo provides the company with decisive and effective leadership. the board believes that mr. pearson's in-depth knowledge of the company's operations and his vision for its development make him the best qualified person to serve as both  cotb  and ceo . because the ceo is ultimately responsible for the day-to-day operation of the company and for executing the company's strategy, and because the performance of the company is an integral part of board deliberations, the board believes that mr. pearson is the director most qualified to act as  cotb . the board also believes that its existing corporate governance practices achieve independent oversight and management accountability. in 2011, the board of directors again amended mr. pearson's employment contract, with the goal of extending his employment beyond 2014. mr. pearson's salary was increased to $1,600,000. in addition, given that most of the performance hurdles associated with previous equity grants had been achieved, the board of directors determined that it was in the shareholder's best interests to award an additional equity grant (stock options and psus) to support the company's aforementioned goal of increasing long term shareholder returns. in addition, mr. pearson also agreed to certain restrictions on not selling shares up to february 1, 2017. ",1
844,885639,2010,"what is the leadership structure of kohl's board of directors? for an independent lead director to be elected annually by the independent directors. the role of our lead director closely parallels the role of an independent  cotb . furthermore, all members of the board's audit committee, compensation committee and nominating and governance committee, including the chairs of those committees, are independent directors. non-management directors meet privately in executive sessions presided over by the independent lead director in conjunction with each regular board meeting. following these executive sessions, the lead director provides the board's guidance and feedback to the  cotb . consistent with good corporate governance principles, the board expects that its governance and nominating committee will review the board's leadership structure on an ongoing basis and recommend changes as deemed appropriate from time to time. a full discussion of this approach, including the role of the independent lead director and a discussion of why the board believes this leadership structure is appropriate for kohl's can be found below in these proxy materials (see statement of the board of directors in opposition to this shareholder proposal on page 69). after careful consideration, our board of directors has determined that this shareholder proposal would not enhance shareholder value and would not be in the best interests of kohl's and its shareholders. the board therefore recommends that you vote under our corporate governance guidelines, the board has the flexibility to determine whether it is in the best interests of kohl's and our shareholders to separate or combine the roles of the  cotb  and ceo at any point in time. this proposal would remove this flexibility and narrow the governance arrangements that the board may consider, which could be contrary to the best interests of our shareholders. the board believes that it should be permitted to use its business judgment to decide who is the best person to serve as  cotb , based on what is in the best interests of kohl's and our shareholders on a case-by-case basis. while the board does not believe that separation of the roles of  cotb  and ceo is necessary for effective board leadership, we do acknowledge the importance of independent board oversight. accordingly, the company's corporate governance guidelines provide for an independent lead director to be elected annually by the independent directors. the role of our lead director closely parallels the role of an independent  cotb . specifically, our independent lead director: ",1
845,885725,2012," our corporate governance guidelines currently require that the offices of chief executive officer and chairperson of the board be held by separate individuals, and that the chairperson of the board not be an executive of the company. our chairman of the board is mr. pete m. nicholas, our co-founder and former chief executive officer. our chief executive officer is mr. kucheman. the board recognizes that its chairman is currently a non-independent director, and accordingly, the independent directors of the company meet separately in executive session at least once annually as required by the nyse listing standards. the chairperson of the nominating and governance committee presides at these executive sessions and, in his absence, the chairperson of the audit committee presides and, in his absence, the chairperson of the compensation committee presides. our board believes that the separation of the critical roles of chief executive officer and chairperson of the board best serves our company at this time because it allows mr. kucheman to focus on his role as chief executive officer and providing leadership over our day-to-day operations, while mr. pete m. nicholas focuses on leadership of the board. this structure also provides the board and management the benefit of mr. pete m. nicholas' history as co-founder of our company and his active participation in our industry. we believe that this leadership structure enhances the accountability of the chief executive officer to the board and strengthens the board's overall independence from management and its ability to oversee our enterprise-wide approach to risk management. ",0
846,886128,2014,"mr. rolls was appointed  cotb  in march 2011. he is managing partner of core capital group and principal of cove harbor partners llc., both of which are private investment partnerships. previously, he was president and ceo deutsche bank north america, executive vice president and chief financial officer of united technologies, senior vice president and chief financial officer rca, treasurer, monsanto company and cfo monsanto europe, brussels belgium. among other qualifications, mr. rolls has executive leadership experience as president and ceo of a leading global investment bank and executive vice president and chief financial officer of a major public company. mr. rolls also has extensive financial expertise and a broad understanding of advanced technologies. fuelcell's board of directors has adopted corporate governance principles to provide the framework for achieving effective corporate governance and best practices. the company is committed to providing the highest standards of business conduct and integrity in its relationships with employees, customers, suppliers and shareholders. business affairs and assets of the corporation are governed by and under the direction of the board of directors. the corporate governance principles can be found on the company's website at",0
847,886136,2013,"the board believes that the company's ceo is best situated to serve as  cotb  because he is the director most familiar with the company's business and industry, and most capable of effectively identifying strategic priorities and leading the discussion and execution of strategy. the  cotb / ceo  is totally immersed in the company's day-to-day operations and is in the best position to bring his ideas to the independent directors. the independent directors can then use their collective experience, oversight, and expertise to bear in determining the strategies and priorities the company should follow. the board believes that the combined role of  cotb  and ceo promotes the best interests of the company and makes the best use of the expertise of the  cotb / ceo  and his unique insights into the challenges facing the company, the opportunities available to the company, and the operations of the company. together, the  cotb / ceo  and independent directors develop the strategic direction of the company. once developed, management is accountable for the execution of the strategy. the board believes that this is the appropriate balance of having a fully informed  cotb  and independent oversight. in connection with this, the corporate governance guidelines of the company provide that the independent directors shall meet at least annually in executive session without management or non-independent directors present and that the longest serving independent member of the board is designated as the lead director and will preside at such meetings. the corporate governance guidelines also provide that if an actual or potential conflict of interest arises for a director, the director shall promptly inform the ceo and the lead director. further, the corporate governance guidelines provide, as set forth in further detail above, that stockholders wishing to contact the board may address their correspondence to the lead director (or any individual director). ",1
848,886137,2012,"the company's bylaws currently provide that the  cotb  may simultaneously serve as the ceo of the company and shall preside at all board and shareholder meetings. the board evaluates, from time to time as appropriate, whether the same individual should serve as  cotb  and ceo or whether these positions should be held by different individuals, based on what the board considers to be in the best interests of the company and its shareholders. in this regard, the board has chosen to permit the same individual to serve as both ceo and  cotb  because the board believes this combined role can promote unified leadership and direction for the board and company management, and also allows for a single, clear focus for the chain of command to execute the company's business plans. currently, mr. lyon serves as both  cotb  and ceo of the company, which the board believes has positively served the company's interests because of the efficiencies of having the roles combined. by combining the performance of these responsibilities, mr. lyon is able to optimize his first-hand knowledge of the operations of the company, which facilitates his leadership of the board regarding the company's business by allowing the board to have the benefit of his insight and perspective on the affairs of the company during its deliberations. the board believes this is an appropriate leadership structure for the reasons set forth above and in light of the fact that the board has an independent lead director as discussed below. to ensure the preservation of good governance, the board has and will continue to maintain the position of lead director so that there will be a strong, independent leader in place to facilitate the consideration of matters and actions taken by the non-employee, independent directors. mr. lyon is not considered an independent director under the nasdaq listing standards. since july 2011, mr. william carmichael has served as lead director of the board. the board's independent directors appoint a lead director each year to serve in such capacity for a one-year term. the lead director is tasked with helping develop agendas for each of the board's meetings and presiding as the chair of executive sessions which are generally held in conjunction with each of the board's regularly scheduled meetings. the lead director is also tasked with identifying and developing, in conjunction with the  cotb  and the governance & nominating committee, the board's compositional needs and criteria for director candidates, and coordinating responses to questions and/or concerns from shareholders or other interested parties that may be communicated to the company's non-employee directors. the lead director serves at the discretion of the independent directors of the board and may be removed from the position, with or without cause, by a majority vote of the board's independent directors or by the appointment of a new lead director at any time. the company and the board believe this leadership structure described above is appropriate because it is advantageous to and in the best interests of the company and the company's shareholders. in addition, this leadership structure promotes unified direction for the board and company management, while at the same time providing a mechanism for strong, independent governance in circumstances where it is advisable or necessary to have the non-employee, independent directors consider matters and take action.",1
849,886158,2016,"either of the executives may be terminated for cause upon written notice of the company's intention to terminate his employment for cause, such notice to state in detail the particular act or acts or failure or failures to act that constitute the grounds on which the proposed termination for cause is based. the executives shall have ten days after such notice is given to cure such conduct, to the extent a cure is possible. cause generally means (i) the executive is convicted of a felony involving moral turpitude or (ii) the executive is guilty of willful gross neglect or willful gross misconduct in carrying out his duties under the agreement, resulting, in either case, in material economic harm to the company, unless the executive believed in good faith that such act or non act was in the best interests of the company. constructive termination generally means the executive's election to terminate employment due to (i) a reduction in the executive's salary or a material reduction in the executive's benefits or perquisites (other than as part of any across-the-board action applicable to all executive officers of the company), (ii) removal from, or failure to reelect the executive to, the position of co- cotb  or  cotb  or as a director, (iii) a material diminution in the executive's duties or the assignment of duties materially inconsistent with the executive's duties or that materially impairs the executive's ability to function as the co- cotb  or  cotb  or (iv) the company's principal office or the executive's own office location provided by the company is relocated and, in any case, not timely cured by the company. in addition, pursuant to their respective restricted stock and performance stock unit agreements, shares of restricted stock and performance stock units granted to messrs. eisenberg and feinstein will vest upon death or disability, or upon a termination of employment without cause or constructive termination, subject to attainment of any applicable performance goals.",0
850,886206,2012,"under our current leadership structure, we have a combined position of  cotb  and ceo and an independent director serving as a lead independent director. the board of directors does not have a policy on whether the roles of  cotb  and ceo should be separate or combined. our board assesses these roles and deliberates the merits of its leadership structure to ensure that the most efficient and appropriate structure is in place. in addition, our board has determined that if the  cotb  is not an independent director, then there should also be a lead independent director. our board believes that combining the roles of  cotb  and ceo is currently the most effective leadership structure for our company. combining these roles ensures that our company has a single leader who speaks with one voice to our shareholders, clients, employees, regulators, other stakeholders, and to the broader public. our current ceo , mr. whitman, has significant knowledge of our business, industry, operations, and risks, which affords him the insight necessary to guide discussions at board meetings. mr. whitman also provides our board with updates on significant business developments and other time-sensitive matters. as ceo , mr. whitman is directly accountable to our board and, through our board, to our shareholders. his role as  cotb  is both counterbalanced and enhanced by the overall independence of the board and independent leadership provided by our lead independent director, mr. heiner. mr. heiner, as  cotb  of our nominating and governance committee, was designated as the lead independent director by our board. our independent directors may elect another independent director as lead independent director at any time. mr. whitman and mr. heiner meet and speak frequently regarding our board and our company.",1
851,886346,2012,"our board of directors believes that the election of mr. mckone and dr. tully as directors is in the best interests of our company and our stockholders and recommends a vote our board of directors believes that re-approval of our annual cash incentive plan is in the best interests of our company and stockholders and recommends a vote our board of directors believes that the ratification of the selection of ernst & young llp as our company's independent registered public accounting firm for the 2012 fiscal year is in the best interests of our company and stockholders and recommends you vote our board separated the roles of ceo and  cotb  beginning with the 2010 fiscal year and believes this leadership structure continues to be appropriate. our ceo is responsible for setting our strategic direction and the day-to-day leadership and performance of our company. our  cotb  provides guidance to the ceo and sets the agenda for board meetings and presides over meetings of the full board of directors. the presiding director at these sessions is rotated among the chairmen of the committees of our board of directors, all of whom are independent directors. our board recognizes that different leadership structures may be appropriate in the future, depending on our company's circumstances, and will periodically review its leadership structure as situations change. ",0
852,886744,2013,"our board currently consists of ten members, nine of which are independent, as that term is defined by nasdaq rule 5605(a)(2). on february 13, 2013, messrs. edward v. fritzky and thomas d. kiley, esq., notified us of each of their decision to retire from our board at the end of their term, effective as of may 22, 2013, the date of the annual meeting. upon the departure of messrs. fritzky and kiley, the size of our board will be reduced to, and our board will be comprised of, eight directors, seven of which are independent as that term is defined by nasdaq rule 5605(a)(2). proxies may only be voted for the two class ii directors nominated for election at the annual meeting. our bylaws provide for the classification of the board into three classes, as nearly equal in number as possible, with staggered terms of office. our bylaws also provide that upon expiration of the term of office for a class of directors, nominees for such class will be elected for a term of three years or until their successors are duly elected and qualified. the term of office of the class ii directors will expire at the annual meeting in may 2013. each of the nominees, hoyoung huh, m.d., ph.d., and daniel m. bradbury, is currently serving as our director, but has not been previously elected by our stockholders. dr. huh was recommended to the board by dr. alexander barkas, who was a member of our board until his death in november 2011, and mr. bradbury was recommended to our board by karin eastham, who is a current board member. the class iii directors, ms. eastham, v. bryan lawlis, ph.d. and susan m. molineaux, ph.d., have one year remaining on their terms of office. the class i directors, thomas hofstaetter, ph.d., john a. scarlett, m.d., and robert j. spiegel, m.d., facp, have two years remaining on their terms of office. the board has an independent chair, dr. huh, who has authority, among other things, to call and preside over board meetings, including meetings of the independent directors, to set meeting agendas and to determine materials to be distributed to the board. accordingly, the board chair has substantial ability to shape the work of the board. except from february 2011 to september 2011, the role of  cotb  historically has been separate from the role of ceo at geron. from february 2011 to september 2011, we maintained a lead independent director and an executive  cotb . we believe that separation of the positions of board chair and ceo reinforces the independence of the board in its oversight of the business and affairs of geron. as a result, we believe that having an independent board chair can enhance the effectiveness of the board as a whole. in addition, we believe that having an independent board chair creates an environment that is more conducive to objective evaluation and oversight of management's performance, increasing management accountability and improving the ability of the board to monitor whether management's actions are in the best interests of geron and our stockholders. the board regularly meets in executive sessions without the presence of the non-independent director or management.",0
853,886982,2011,"under our current leadership structure we have a combined position of chairman and chief executive officer (ceo) and an independent director as presiding director. our board does not have a policy on whether the roles of chairman and ceo should be separate or combined. our board assesses these roles and deliberates the merits of its leadership structure to ensure that the most efficient and appropriate structure is in place. in addition, our board has determined that if the chairman is not an independent director, then there should also be a presiding director who is independent. recently, our corporate governance and nominating committee recommended, and our board adopted, amendments to our corporate governance guidelines to provide that the review of our leadership structure will occur at least annually, to enhance the process for this review and to clarify the important role of our presiding director. as part of its review of leadership structure, our board evaluates: the leadership positions that our firm should maintain (e.g., chairman, presiding director and ceo); the responsibilities of such positions; and the qualifications to hold such positions. in conducting its review, our board considers, among other things: the effectiveness of the policies, practices and people in place to help ensure strong, independent board oversight; our performance and the effect that a particular leadership structure may have on our performance; the views of our shareholders; and legislative and regulatory developments, the practices at other global companies, trends in governance, and other information and data on the topic of board leadership structure as it considers appropriate. our board believes that combining the roles of chairman and ceo is currently the most effective leadership structure for our firm. combining these roles ensures that our firm has a single leader who speaks with one voice to our shareholders, clients, employees, regulators, other stakeholders and the broader public. our current ceo, mr. blankfein, has an intimate knowledge of our business, operations and risks, which affords him the insight necessary to guide discussions at board meetings. mr. blankfein also provides our board with updates on significant business developments and other time-sensitive matters. as ceo, mr. blankfein is directly accountable to our board and, through our board, to you. his role as chairman is both counterbalanced and enhanced by the independence of our board and the independent leadership provided by our presiding director, mr. bryan. mr. bryan, as the chair of our corporate governance and nominating committee, was designated as the presiding director by our independent directors, who constitute a majority of our board; our independent directors may elect another independent director as presiding director at any time. mr. blankfein and mr. bryan meet and speak frequently about our board and our firm. our presiding director plays an active role on our board. mr. bryan reviews and approves the agenda, schedule and materials for each board and corporate governance and nominating committee meeting and executive sessions of the independent directors. mr. bryan also reviews copies of agendas and schedules for our other committees before they are finalized by the respective committee chairs. mr. bryan then coordinates with members of our senior management to establish the content and focus of board discussions. mr. bryan presides over the executive sessions of our independent directors and is available to facilitate communication between our independent directors and management, including mr. blankfein. in his role as presiding director and as a representative of our independent directors, mr. bryan also meets with major shareholders of the firm from time to time regarding governance matters. our board continues to be focused on the presiding director's responsibilities and whether they should be enhanced or modified to improve the effectiveness of our corporate governance practices. in addition to having a strong presiding director, our firm has numerous other corporate governance practices designed to ensure strong independent oversight of our ceo and management. these practices include regular executive sessions of our board, which take place without members of management present. further, any independent director may call for an executive session and suggest agenda items for board or committee meetings. ",1
854,886982,2014,"board leadership structure board oversight of our firm commitment of our board 2013 board meetings board evaluation independence of directors as a result of its most recent board leadership review in december 2013, our governance committee determined that continuing to combine the roles of  cotb  and ceo is the most effective leadership structure for our firm at this time. if at any time our governance committee concludes otherwise, it will not hesitate to appoint an independent  cotb . among other reasons: our board leadership structure is enhanced by the independent leadership provided by our lead director and independent committee chairs, the independence of our board and the governance policies and practices in place at our firm. our independent lead director, who is elected by our independent directors, has an expansive list of enumerated duties. our  cotb  and ceo and our lead director meet and speak with each other regularly about our board and our firm. our lead director speaks with each of our non-employee directors to obtain ongoing feedback and evaluations of board and director performance. our independent committee chairs meet and speak regularly between meetings with each other and with members of our management as well as non-management employees. a combined  cotb - ceo  structure provides our firm with a single leader who represents the firm to our shareholders, clients, employees, regulators, other stakeholders and the public. this structure demonstrates clear accountability to our shareholders, clients and other stakeholders. our current structure provides for fluid communication between the board and management, and direct messaging from the board to our people. our ceo has extensive knowledge of all aspects of our current business, operations and risks. this knowledge helps him direct the focus of board discussions. a combined  cotb - ceo  can serve as a knowledgeable resource for our independent directors both at and between board meetings. combining the roles at our firm has been effective in promulgating a strong and effective leader of the firm, particularly in times of economic challenges and regulatory changes affecting the financial services industry. our board does not have a policy as to whether the roles of  cotb  and ceo should be separate or combined. rather, our board has determined that: our governance committee should annually assess these roles and deliberate the merits of the board's leadership structure to ensure that the most efficient and appropriate structure is in place. to this end, in march 2011 we adopted a formal process for this review, which has been conducted annually since then. this thorough review provides our board with the necessary flexibility to make the appropriate determination about how our board's leadership can be structured most effectively for our firm's needs, which may evolve over time. if the  cotb  is not an independent director, there should be an independent lead director appointed by our independent directors. goldman sachs proxy statement for the 2014 annual meeting of shareholders during its most recent assessment of our leadership structure, the governance committee reviewed various items, including the key responsibilities of our  cotb - ceo  and our lead director: mr. george* and dr. spar aggregate revenues to us from, or payments by us to, any such entity in each case either did not exceed $200,000 or did not exceed 0.60% of such other entity's 2013 cgr.",1
855,887343,2011,"the board of directors is committed to maintain an independent board and for many years, a substantial majority of our board has been comprised of independent directors. it has further been the practice of columbia to separate the duties of  cotb  and  ceo . in keeping with good corporate governance practices, the board believes that the separation of the duties of  cotb  and ceo eliminates any inherent conflict of interest that may arise when the roles are combined, and that an independent director can best provide the necessary leadership and objectivity required as  cotb . ",0
856,887708,2010,"under caraco's board leadership structure, mr. shanghvi serves as  cotb  and mr. doshi serves as  ceo . caraco believes that separating the positions of  cotb  and ceo is beneficial to the company because though neither is independent within the meaning of section 803a of the nyse amex company guide, messrs. shanghvi and doshi are most familiar with the company's business and/or with the pharmaceutical industry, and are most capable of effectively identifying and leading the discussion of strategic priorities. the independent directors can use their collective experience in helping to determine the final strategies and priorities the company should follow. under the nyse amex company guide, the independen t directors are required to, at least annually, meet in executive session without the presence of non-independent directors and management. at such meetings, one of the independent directors is elected to chair such meetings. our management is primarily responsible for managing the risks we face in the ordinary course of operating our business. the board actively oversees potential risks and our risk management activities by receiving operational and strategic presentations from management which include discussions of key risks to our business. in addition, the audit committee, as set forth in its charter, is required to discuss with management the company's major financial risk exposures and the steps management has taken to monitor and control such exposures, including the company's risk assessment and risk management policies. the audit committee is also required to report regularly to the full board on its activities and on any issues that arise with respect to the quality or integrity of the company 217;s financial statements, compliance with legal or regulatory requirements, the performance and independence of the independent auditors or the performance of the corporate auditors.",0
857,887936,2014,"our board is free to choose its  cotb  in any way that it deems best for the company at any time and we believe that this flexibility allows our board to reevaluate the particular leadership needs of the company based on the particular facts and circumstances then affecting our business. as a result of our succession planning process and the retirement of dennis j. shaughnessy as executive  cotb  and a director of the company at the end of his employment term on december 17, 2013, the board reviewed the leadership structure and determined that the position of  cotb  should be held by a non-employee and independent director of the company. in considering the decision as to whether or not to separate the roles of  cotb  and ceo of the company and appoint a non-executive and independent  cotb , the directors discussed and considered their individual experiences and the experiences of other directors serving on the boards of other companies, particularly, the experiences of our non-u.s. directors serving on the boards of companies in locations where non-executive or independent  cotb ships are common. the board also reviewed the current needs of the company and concluded that separating those roles and appointing an independent  cotb  would improve the board's oversight of risk and communications with management. the board believes that this governance structure better balances the roles of the board to oversee the company's business, on the one hand, and management's responsibilities to manage the company's operations on a day-to-day basis, on the other hand. as a result of its decision, the board appointed gerard e. holthaus as its non-executive and independent  cotb  following the retirement of mr. shaughnessy. as  cotb , mr. holthaus advises our  ceo , presides over meetings of the board and executive sessions of the independent directors, acts as liaison between management and independent directors, and consults with our ceo on the board's meeting agendas. our ceo is responsible for setting the strategic vision of the company, leading the company's day-to-day business, managing the executives and other key employees directed with implementing plans and carrying out operations, and reporting to the board. mr. holthaus structures the meeting agendas to ensure that topics deemed important by the independent directors are addressed at meetings to allow the board to express its views on the company's management, operations, material transactions, strategy and execution. until his appointment as non-executive, independent  cotb , mr. holthaus acted as the independent presiding director of the board since 2006, serving as the liaison between the independent and non-management directors and the former executive  cotb  and former president and ceo of the company. the board determined that appointing mr. holthaus as the non-executive and independent  cotb  provides continuity in leadership and governance. mr. holthaus has been an independent director of the company since 2004. the board periodically reviews the leadership structure and may make changes in the future. while acting as presiding director of the board during 2013, mr. holthaus role included (i) presiding over meetings of non-management and independent directors and providing feedback regarding those meetings to our former executive  cotb  and former president and  ceo , (ii) assuring that the board and our former executive  cotb  and former president and ceo understood each other's views on critical matters, (iii) monitoring significant issues occurring between board meetings and assuring board involvement when appropriate, (iv) serving as a sounding board for our former executive  cotb  and former president and  ceo , (v) ensuring, in consultation with our former executive  cotb  and former president and  ceo , the adequate and timely exchange of information and supporting data between the company's management and the board, (vi) overseeing the annual self-assessments of the board and committees of the board, (vii) overseeing the annual performance assessments of executive officers, and (viii) receiving stockholder communications to the non-management directors.",0
858,888953,2010," the board is led by two co-chairmen, mr. john c. dorman and dr. barry d. wessler. currently, mr. dorman also serves as interim ceo . the board intends to maintain a separation between the office of  cotb  and the office of principal executive officer, once a permanent ceo is selected. the board believes this structure is appropriate to the company's current circumstances because it ensures that the ceo , who is accountable to the board, does not also occupy the position of leader of the board. ",0
859,889331,2016,"our  ceo , gordon hunter, also serves as the  cotb . additionally, william noglows serves as the independent lead director. among other things, the lead director convenes and chairs regular and special executive sessions of the independent directors and serves as liaison between the independent directors and our ceo and  cotb . we believe that our leadership structure allows the board to have better control of the direction of management, while still retaining independent oversight. in understanding our structure, it is important to remember that mr. hunter served as a director of littelfuse before serving as an executive officer. the board's role in our risk oversight process includes receiving regular reports from members of management on areas of material risk to the company, including operational, financial, legal and regulatory, compensation and strategic risks. the full board or the appropriate committee receives these reports from management to enable it to understand our risk identification, risk management and risk mitigation strategies. when a committee receives the report, the  cotb  of the relevant committee reports on the discussion to the full board during the committee reports portion of the next board meeting. this enables the board and its committees to coordinate the risk oversight role, particularly with respect to risk interrelationships. in addition, the full board and each committee of the board conducts an annual self-assessment based on feedback received from the individual members of the board and each committee. we reviewed our compensation policies and practices to assess whether such policies and practices as they relate to the company's employees were reasonably likely to have a material adverse effect on the company. this assessment was made by the senior vice president, chief legal and human resources officer and senior members of the company's human resources department in consultation with outside counsel. where appropriate, the senior vice president, chief legal and human resources officer and the senior members of the company's human resources department sought input from the compensation committee's compensation consultant, the company's accounting and financial staff and other senior management. we concluded that any risks arising from our policies and programs are not reasonably likely to have a material adverse effect on the company. our programs reflect sound risk management practices including: use of a variety of compensation vehicles that provide a balance of long- and short-term incentives with fixed and variable components; our annual incentive program awards are capped to limit windfalls; the compensation committee has downward discretion over annual incentive program payouts; our equity incentive awards vest over several years, so while the potential compensation payable for equity incentive awards is tied directly to appreciation of our stock price, taking excessive risk for a short term gain is discouraged because it would not maximize the value of equity incentive awards over the long term; and our executive officers and directors are subject to a stock ownership policy that requires our executive officers and directors to hold and maintain a certain number of shares of common stock of the company.",1
860,889423,2010,"the board of directors is led by the  cotb , john m. carroll, who has held the position since october 2006. while the corporation's corporate governance guidelines permit the positions of  cotb  and ceo to be held by the same person, we believe that leadership of the board is best conducted by an independent  cotb . currently, the only member of the board who is not independent is the  ceo . in addition, all of the directors on each of the audit committee, compensation committee, and nominating and corporate governance committee are independent directors, and each of these committees is led by a committee chair. the committee chairs set the agendas for their committees and report to the full board on their work. as required by the nasdaq stock market, our independent directors meet in executive session without management present as frequently as they deem appropriate, typically at the time of each regular board meeting. all of our independent directors are highly accomplished and experienced business people in their respective fields, who have demonstrated leadership in significant enterprises and are familiar with board processes. the corporation's independent directors bring experience, oversight and expertise from outside the company and industry, while the ceo brings company-specific experience and expertise.",0
861,889609,2013," consistent with the committee's charter, as such charter may be amended from time to time, the committee may delegate (i) to one or more separate committees consisting of members of the committee or other directors who are independent directors (any such committee a subcommittee ), or (ii) to an executive officer of the company, the ability to grant awards and take the other actions described in section 3(b) with respect to participants who are not executive officers, and such actions shall be treated for all purposes as if taken by the committee; provided that the grant of awards shall be made in accordance with parameters established by the committee. any action by any such subcommittee or executive officer within the scope of such delegation shall be deemed for all purposes to have been taken by the committee.",1
862,889900,2011,"board leadership structure and role in risk oversight the board evaluates its leadership structure and role in risk oversight on an ongoing basis. the decision on whether to combine or separate the  COTB  and CEO ( CEO ) role is determined on the basis of what the board considers to be best for patterson-uti at any given point in time. patterson-uti's current board leadership structure separates the role of  COTB  and ceo. the board also believes part of an effective board leadership structure is to have a lead director. the board has appointed mr. huff as the lead director. the independent directors meet regularly in executive sessions at which only independent directors are present, and the lead director chairs those sessions. the lead director serves as a liaison between the  COTB  and the independent directors, consults with regard to board and agenda items, and works with the chairpersons of board committees as appropriate. the nominating and corporate governance committee and the board currently believe that the board's leadership structure, which includes the separation of the role of CEO and  COTB  and the appointment of an independent lead director, is appropriate because it, among other things, provides for sufficient independence between the board and management and for an independent director who provides board member leadership. in march 2010, the board adopted corporate governance guidelines, which can be accessed electronically in the governance section of patterson-uti's website at www.patenergy.com . the guidelines describe one of the board's primary responsibilities as overseeing patterson-uti's processes for assessing and managing risks. the board discharges this responsibility, in part, through regular inquiries from the  COTB  and/or the lead director to management, periodic communications from management to the board of directors of particular risks and events, and discussions during board meetings with and without management of general and specific risks to patterson-uti. ",1
863,890319,2012,"our board is led by robert taubman, the company's  cotb , president and  ceo . although the board recognizes the increasing utilization of non-executive chairmen and lead directors in many public companies, the board believes its current leadership structure is most appropriate for the company and best serves the shareholders of the company at the current time, as it has since robert taubman became  cotb  in 2001. there is no one size fits all approach to ensuring independent leadership. the board believes that its independent directors, who represent two-thirds of the board, are deeply engaged and provide significant independent leadership and direction given their executive and board experience noted above. see proposal 1-election of directors director background and qualifications. the independent directors are the sole members of the audit, nominating and corporate governance, and compensation committees, collectively which oversee critical matters of the company such as the integrity of the company's financial statements, the compensation of executive management, the selection and evaluation of directors, and the development and implementation of the company's corporate governance policies and structures. the independent directors also meet regularly in executive session at board and committee meetings and have access to independent advisors as they deem appropriate. management supports this oversight role through its tone-at-the-top and open communication. ",1
864,890465,2014,"our board currently consists of seven directors, each of whom, other than dr. nader, is independent under nasdaq's categorical independence standards and our corporate governance guidelines. dr. nader has served as our ceo since march 2008 and as a member of our board since january 2008. the chair of the board is appointed from among the independent directors and is currently mr. tombros. the chair approves board meeting agendas and schedules and generally approves information sent to the board. in addition, the chair has the authority to call meetings of the independent directors and to retain advisors to the independent directors. the board has determined that separating the positions of ceo and chair of the board, and having an independent director serve as chair of the board, is in the best interest of shareholders at this time in recognition of the differences between the two roles. under this structure, the ceo is responsible for setting the strategic direction for the company and for providing the day-to-day leadership over the company's operations, while the chair of the board provides guidance to the ceo , sets the agenda for board meetings and presides over meetings of the full board. this structure ensures a greater role for the independent directors in the oversight of the company and active participation of the independent directors in setting agendas and establishing priorities and procedures for the work of the board. to assure effective independent oversight, the board has adopted a number of governance practices, including a strong, independent, clearly-defined role for the chair of the board. in addition, our independent directors meet in executive sessions after every scheduled quarterly board meeting.",0
865,890491,2014,"board leadership structure; lead independent director vice admiral ryan has a total of more than 35 years in military service, more than 12 years as a leader at major universities, and over a decade of executive and board-level experience, including his service as lead director of cit group. vice admiral ryan has substantial experience serving on public company boards undergoing strategic transactions such as separations, including serving as a director of cablevision during its 2010 spinoff of madison square garden, l.p. its 2011 spinoff of amc networks, inc., and its 2013 sales of clearview cinemas and optimum west to bow tie cinemas and charter communications, respectively. this experience allows vice admiral ryan to bring to the board leadership and expertise in managing large complex organizations, and in particular the environment in which b&n college operates. board leadership structure; lead independent director the  cotb  is selected by the members of the board. the positions of  cotb  and ceo have been separate since 2002, and the positions remained separate when the company appointed michael p. huseby ceo of the company in january 2014. mr. huseby reports directly to the board. the board has determined that the current structure is appropriate at this time in that it enables mr. huseby to focus on his role as ceo of the company while enabling leonard riggio, the  cotb , to continue to provide leadership on policy at the board level. although the roles of ceo and  cotb  are currently separated, the board has not adopted a formal policy requiring such separation. the board believes that the right board leadership structure should, among other things, be informed by the needs and circumstances of the company and the then current membership of the board, and that the board should remain adaptable to shaping the leadership structure as those needs and circumstances change. ",0
866,890801,2010,"our board separated the positions of  cotb  and ceo in 2006 and elected mr. robel, a non-employee independent director, as non-executive  cotb  of our board of directors. mr. robel also serves as our lead independent director for presiding over executive sessions of our board of directors without management. mr. dewalt serves as our ceo and president. separating the positions of  cotb  and ceo allows our ceo to focus on our business, while allowing the  cotb  to lead our board in its fundamental role of providing advice to and independent oversight of management. our board recognizes the time, effort, and energy that our ceo is required to devote to his position in the current business environment, as well as the commitment required to serve as our  cotb , particularly as our board's oversight responsibilities continue to grow. while our bylaws and corporate governance guidelines do not require that our  cotb  and ceo positions be separate, our board believes that having separate positions and having an independent outside director serve as  cotb  is the appropriate leadership structure for us at this time and demonstrates our commitment to good corporate governance. risk is inherent with every business and we face a number of risks, including strategic, financial, business and operational, legal and compliance and reputational. management is responsible for the management of risks the company faces, while our board of directors, as a whole and assisted by its committees, has responsibility for the oversight of risk management. in its risk oversight role, our board has the responsibility to satisfy itself that the risk management processes designed and implemented by management are appropriate and functioning as designed. our board of directors believes that full and open communication between management and the board of directors is essential for effective risk management and oversight. our board meets with our ceo and other senior management at quarterly board meetings to discuss strategy and risks facing the company. periodically, senior management delivers presentations to our board or a board committee regarding strategic matters and matters involving material risk. our board also holds strategic planning sessions with senior management to discuss strategies, key challenges, and risks and opportunities for the company. while our board of directors is ultimately responsible for risk oversight, our board committees assist the board in fulfilling its oversight responsibilities in certain areas of risk. the audit committee assists our board in fulfilling its oversight responsibilities with respect to risk management in the areas of internal control over financial reporting and disclosure controls and procedures, legal and regulatory compliance, and discusses with management and the independent auditor guidelines and policies with respect to risk assessment and risk management. the audit committee discusses with management our major financial risk exposures and the steps management has taken to monitor and control such exposure. the compensation committee assists our board in fulfilling its oversight responsibilities with respect to the management of risks arising from our compensation policies and programs, and succession planning for our directors and executive officers. the nominating and governance committee assists our board in fulfilling its oversight responsibilities with respect to the management of risks associated with board organization, membership and structure, and corporate governance. we expect the responsibilities of the newly-formed classified matters committee to include reviewing with management our policies and practices with respect to risk management in the area of classified business activities. while board committees are responsible for assisting the board in evaluating certain risks and overseeing the management of such risks, our entire board of directors is regularly informed through management and committee reports about such risks and steps taken to manage and mitigate them.",0
867,890801,2010,"our board separated the positions of  cotb  and ceo in 2006 and elected mr. robel, a non- employee independent director, as non- executive  cotb  of our board of directors. mr. robel also serves as our ""lead"" independent director for presiding over executive sessions of our board of directors without management. mr. dewalt serves as our ceo and president. separating the positions of  cotb  and ceo allows our ceo to focus on our day- to- day business, while allowing the  cotb  to lead our board in its fundamental role of providing advice to and independent oversight of management. our board recognizes the time, effort, and energy that our ceo is required to devote to his position in the current business environment, as well as the commitment required to serve as our  cotb , particularly as our board's oversight responsibilities continue to grow. while our bylaws and corporate governance guidelines do not require that our  cotb  and ceo positions be separate, our board believes that having separate positions and having an independent outside director serve as  cotb  is the appropriate leadership structure for us at this time and demonstrates our commitment to good corporate governance. risk is inherent with every business and we face a number of risks, including strategic, financial, business and operational, legal and compliance and reputational. management is responsible for the day- to- day management of risks the company faces, while our board of directors, as a whole and assisted by its committees, has responsibility for the oversight of risk management. in its risk oversight role, our board has the responsibility to satisfy itself that the risk management processes designed and implemented by management are appropriate and functioning as designed. our board of directors believes that full and open communication between management and the board of directors is essential for effective risk management and oversight. our board meets with our ceo and other senior management at quarterly board meetings to discuss strategy and risks facing the company. periodically, senior management delivers presentations to our board or a board committee regarding strategic matters and matters involving material risk. our board also holds strategic planning sessions with senior management to discuss strategies, key challenges, and risks and opportunities for the company. while our board of directors is ultimately responsible for risk oversight, our board committees assist the board in fulfilling its oversight responsibilities in certain areas of risk. the audit committee assists our board in fulfilling its oversight responsibilities with respect to risk management in the areas of internal control over financial reporting and disclosure controls and procedures, legal and regulatory compliance, and discusses with management and the independent auditor guidelines and policies with respect to risk assessment and risk management. the audit committee discusses with management our major financial risk exposures and the steps management has taken to monitor and control such exposure. the compensation committee assists our board in fulfilling its oversight responsibilities with respect to the management of risks arising from our compensation policies and programs, and succession planning for our directors and executive officers. the nominating and governance committee assists our board in fulfilling its oversight responsibilities with respect to the management of risks associated with board organization, membership and structure, and corporate governance. we expect the responsibilities of the newly- formed classified matters committee to include reviewing with management our policies and practices with respect to risk management in the area of classified business activities. while board committees are responsible for assisting the board in evaluating certain risks and overseeing the management of such risks, our entire board of directors is regularly informed through management and committee reports about such risks and steps taken to manage and mitigate them.",0
868,890846,2014,"in may 2014, the board appointed mr. kill to serve as both the  cotb  and the president and ceo of the company, and mr. stauner was appointed as lead independent director of the board. the board has determined that it is appropriate for mr. kill to serve as both  cotb  and ceo because combining the roles of  cotb  and ceo (1) enhances the alignment between the board and management in strategic planning and execution as well as operational matters, (2) avoids the confusion over roles, responsibilities and authority that can result from separating the positions, and (3) streamlines board process in order to conserve time for the consideration of the important matters the board needs to address. the board recognizes the role that a lead independent director designated by the board can provide in assisting the non-management members of the board in the fulfillment of their oversight and guidance of the company. the board supports the role of lead independent director as an enhancement of, rather than a substitution for, the responsible functioning of each director in carrying out his or her fiduciary obligations to our company and its shareholders. the board confirms that the role of lead independent director shall not replace its open and direct channels of communication among directors and between directors and the management of the company. nor shall the lead independent director assume the duties and responsibilities allocated to the standing committees of the board and the chairs of such committees under their respective charters or otherwise.",1
869,891014,2013,"the board is led by executive  cotb , joseph c. muscari. mr. muscari also served as our ceo from 2007 until march 2013. with the election of mr. robert s. wetherbee as ceo of the company in march 2013, the company separated the positions of ceo and  cotb . the board is comprised of mr. muscari and six active, independent directors. the company continues to believe that mr. muscari possesses detailed and in-depth knowledge of the issues, opportunities and challenges facing the company and its businesses and is thus best positioned to ensure that the board's time and attention are focused on the most critical matters facing the company. in practice, however, the board has operated cooperatively. mr. muscari develops board agendas in consultation with other board members. other directors can request an item be added to the agenda and have done so in the past. in addition, prior to each board meeting, mr. muscari meets collectively with the independent chairs of the board committees. this approach provides for broader leadership of the board. based on the current size of the board and the company, the board has determined that a lead independent director is not necessary. while mr. muscari is no longer  ceo , he remains an executive of the company. the board expects the independent directors to work collaboratively to discharge their board responsibilities, including in determining items to be raised in the executive session meetings of independent directors, and directors responsible for presiding over such meetings. the company believes that this approach effectively encourages full participation by all board members in relevant matters, while avoiding unnecessary hierarchy. it provides a well-functioning and effective balance between strong company leadership and appropriate safeguards and oversight by independent directors. the board believes that additional structure or formalities would not enhance the substantive corporate governance process and could restrict the access of individual board members to management. while the corporate governance guidelines currently provide for the foregoing leadership structure, the board reserves the right to adopt a different policy should circumstances change.",1
870,891098,2010,"our board has carefully considered the critical issue of board leadership, and after due deliberation, has adopted a flexible policy as to whether the positions of  cotb  and ceo should be separate or combined. this policy allows the board to evaluate regularly whether the company is best served by having the ceo or another director hold the position of  cotb , and enables the board to make the determination based on current needs and the particular skill sets that are available at the time. if the position of  cotb  is not held by an independent director, an independent lead director is elected. at this time, the board believes there are a number of important advantages to combining the positions of  cotb  and  ceo . the current  ceo , mr. bridgwater, is the director most familiar with our business and industry and is best situated to lead discussions on important matters affecting the business of the company. mr. bridgwater has a unique depth of knowledge and experience that contributes to his effective leadership and unified vision in the combined role of  cotb  and  ceo . additionally, combining the ceo and  cotb  positions creates a firm link between management and the board and promotes the development and implementation of corporate strategy. as part of its commitment to strong corporate governance and board independence, the board has also appointed an independent lead director, mr. david l. hatcher, who is held in high regard. the board believes that an independent lead director is a meaningful alternative to separating the  cotb  and ceo positions. as an independent lead director, mr. hatcher presides over the executive sessions of the board, consults with the  cotb  regarding board meeting agendas, and acts as liaison between the  cotb  and the independent directors. the board believes that there is no one best leadership structure model that is most effective in all circumstances. the board has retained the authority to separate the position of  cotb  and ceo in the future if such change is determined to be in the best interests of the company. thus, the board remains flexible and committed to a strong corporate governance structure and board independence. the board of directors believes that adopting this proposal is unnecessary and is not in the best interest of the company and its shareholders. ",1
871,891103,2011,"you may vote in favor of the company's business and affairs are overseen by its board of directors, which currently has fourteen members. there are three management representatives on the board and, of the eleven remaining current directors, ten are independent. the board has an audit committee, compensation and human resources committee and nominating committee, each comprised solely of independent directors, as well as an executive committee. for more information regarding director independence and our board committees, see the discussion under director independence beginning on page 11 and board committees beginning on page 13. all of our directors play an active role in board matters, are encouraged to communicate among themselves and directly with both the  cotb  and the ceo and have full access to company management at all times. our independent directors meet in scheduled executive sessions without management present at least twice a year and may schedule additional meetings as they deem appropriate. we do not have a lead independent director or any other formally appointed leader for these sessions. the independent membership of our audit, compensation and human resources and nominating committees ensures that directors with no ties to company management are charged with oversight for all financial reporting and executive compensation related decisions made by company management, as well as for recommending candidates for board membership. at each regularly scheduled board meeting, the chair of each of these committees provides the full board with an update of all significant matters discussed, reviewed, considered and/or approved by the relevant committee since the last regularly scheduled board meeting. since december 1, 2010, mr. diller has served as  cotb  and senior executive of iac and mr. blatt has served as ceo of iac. this leadership structure provides the company with the benefit of mr. diller's continued oversight of the company's strategic goals and vision, coupled with the benefit of a full-time ceo dedicated to focusing on the day-to-day management and continued growth of the company and its operating businesses. at this time, the company believes the current leadership structure described above is the most appropriate one for our company and our stockholders. ",0
872,891166,2012,"our bylaws provide that the roles of board  cotb  and ceo may be filled by the same or different individuals, which provides the board the flexibility to determine whether these roles should be combined or separated based on the company's circumstances and needs at any given time. the roles of  cotb  and ceo of the company are currently held by the same person, bradley i. meier. the board believes that the company and its shareholders are best served by having mr. meier serve in both positions. as the founder of the company, mr. meier is most familiar with the business and challenges the company faces in the current environment. his experience and expertise makes him the most appropriate person to set agendas for, and lead discussions of, strategic matters affecting the company at this time. moreover, this structure enables mr. meier to act as a bridge between management and the board, and helps to promote unified leadership and direction.",1
873,891456,2010,"pxp is led by mr. james flores. mr. flores has served as our  cotb  and ceo since the company's spin-off from plains resources in december 2002 and is recognized as a leader in our industry. we do not have a lead director, but our corporate governance guidelines provide that our non-management directors will meet regularly in executive session. the presiding director at each of these sessions rotates among non-management directors in order of seniority of board service, such that the most senior non-management board member shall serve as presiding director at a session, the second most senior non-management member shall serve as presiding director at the next session, and so forth, with members of equal seniority serving in order of age, with the oldest serving first. our board of directors is comprised of mr. flores and seven experienced and independent directors. the board has three standing committees, each contributing to the leadership of pxp and comprised solely of independent directors with separate chairs. our audit committee oversees the accounting and financial reporting processes. our organization & compensation committee oversees the annual performance evaluation of pxp as well as mr. flores. our nominating & corporate governance committee monitors matters such as the composition of the board and its committees, board performance, best practices in corporate governance as well as succession planning. on an annual basis, as part of our governance review, the nominating & corporate governance committee evaluates our leadership structure to ensure that it remains the optimal structure for pxp and our stockholders. mr. flores, as ceo of the company, has a working knowledge of the day-to-day happenings and issues that face the company. as such, he is the best person to lead and guide the company's board of directors. we therefore believe this leadership structure, with a combined  cotb / ceo  position, experienced independent directors and committees, as well as regularly held executive sessions with non-management board members, benefits pxp by providing a strong, unified leadership for our management team and board of directors and is the optimal structure for pxp and our stockholders. while the full board of directors, with input from each of its committees, oversees the company's management of risks, pxp's management team is responsible for the day-to-day risk management process. the audit committee reviews with management, as well as internal and external auditors, the company's business risk management process, including the adequacy of the company's overall control environment and controls in selected areas representing significant financial and business risk. the audit committee receives reports from management regarding management's assessment of various risks and considers the impact of risk on our financial position and the adequacy of our risk-related internal controls. our organization & compensation committee also considers risks that could be implicated by our compensation programs, and our nominating & corporate governance committee annually reviews the effectiveness of our leadership structure. in addition, each of our committees as well as senior management reports regularly to the full board of directors. this division of responsibilities is the best approach for addressing the risks facing our company and our board leadership structure supports this approach.",1
874,891919,2010,"from 2004 to 2009, the company had separate individuals serving as  cotb  and as  ceo . during this period, mr. clyde anderson, who served as ceo of the company from 1992 through 2004, continued in an active leadership role of the company serving as its executive  cotb . upon the resignation of sandra b. cochran as president and ceo of the company in march 2009, the board of directors reappointed mr. anderson to the role of  ceo , believing that his more than 27 years of service to the company, vast industry experience and close relationship with the company's management team uniquely qualified him for the role. ;the board believes that combining the roles of  cotb  and ceo at this time is in the best interests of the company and will best allow the company to navigate through the current challenging economic environment, as well as future challenges of the company's business. although the board of directors has not designated a lead independent director, the independent directors of the company meet in executive session at least twice during each fiscal year, and a  cotb  of those executive sessions is elected by the independent directors at each of those executive sessions. in addition, the  cotb  of the audit committee serves as the director to whom correspondence may be directed on behalf of the board as described in communications with directors on page 17.",1
875,892025,2010,"compensation plans permit the board of directors to grant equity awards to any employee of the company, any outside director or any other individuals whose participation in the plan is determined to be in the best interests of the company. in general, all equity compensation plans terminate ten years after their adoption by the board of directors and no grants may be made after termination of the plan. the board of directors may amend, suspend or terminate the plans. however, any amendment, suspension or termination may not impair the rights of an option holder without his or her consent. ",0
876,892222,2012,"the positions of  cotb  and ceo are filled by two different people. kurt widmer serves as board  cotb , while terry michaelson serves as  ceo . although the board has chosen to separate the positions of ceo and  cotb , mr. widmer, as an employee, is not independent. the five independent directors believe that mr. widmer's history as a pioneer and innovator within the craft brewing industry and his strategic experience with us makes him the appropriate leader of the board, while they believe that mr. michaelson's experience in growing and leading smaller companies and knowledge of branding strategy and development makes him the appropriate choice for  ceo . separating the  cotb  and ceo positions provides multiple perspectives and ideas at board meetings, expands the skill set available to address the variety of risks and challenges we may encounter, and improves communication between management and the board by giving the ceo a single initial source for board-level communication and input on significant decisions. by meeting in executive sessions on a regular basis, the five independent directors have the opportunity to identify and evaluate issues facing us, engaging in a frank and candid dialogue without management being present. for this reason, it is the nominating and governance committee's view that there is no need for an independent lead director at this time. the board believes that its current leadership structure has not been influenced by the manner in which it oversees risk management. the nominating and governance committee reevaluates the efficacy of the board's leadership structure periodically.",0
877,892482,2016,"currently, the leadership structure of qumu's board consists of a non-executive  cotb , currently james l. reissner, and three standing committees that are each led by a separate chair and consist of only directors that meet the independence requirement under the nasdaq listing rules and the other similar requirements applicable to that committee. the ceo is a director, but does not serve as  cotb  and does not serve on any committee. the governance committee believes that the current board leadership structure is appropriate for qumu at this time because it allows the board and its committees to fulfill their responsibilities, draws upon the experience and talents of all directors, encourages management accountability to the board, and helps maintain good communication among board members and with management.",0
878,892537,2010,"the board believes that no single leadership model is right for all companies at all times. depending on the circumstances, different leadership models might be appropriate. our corporate governance guidelines do not require the role of ceo and  cotb  to be separate or combined. the board's policy as to whether the role of the ceo and  cotb  should be separate or combined is to adopt the practice that best serves the company at any point in time. the board currently combines the role of  cotb  with the role of  ceo , and has coupled this with a presiding independent director to further strengthen our governance structure. the board believes this structure provides an effective and efficient leadership model for the company at this time. combining the  cotb  and ceo roles fosters clear accountability, effective decision-making, and alignment on corporate strategy. because we have combined the  cotb  and ceo roles, pursuant to our corporate governance guidelines, our independent directors have designated mr. campbell to serve as the presiding independent director. mr. campbell's duties as presiding independent director include: coordinating the activities of the independent directors (or non-management directors, in certain circumstances); calling for meetings or sessions of the independent directors (or non-management directors, in certain circumstances) and coordinating the agenda for such sessions; facilitating communications and functioning as principal liaison on board-wide issues between the independent directors and the  cotb ; and when necessary, recommending the retention of outside advisors and consultants who report directly to the board.",1
879,892553,2014,"we have not separated the positions of  cotb  and  ceo , and we have a lead independent director. mr. thomas has served as our  cotb , ceo and president since march 2007. we believe that combining the positions of  cotb  and ceo allows for focused leadership of our organization which benefits us in our relationships with investors, customers, suppliers, employees and other constituencies. we believe that consolidating the leadership of the company under mr. thomas is the appropriate leadership structure for our company and that any risks inherent in that structure are balanced by the oversight of our otherwise independent board and the roles played by our lead independent director. given mr. thomas past performance in the roles of  cotb  and  ceo , at this time the board believes that combining the positions continues to be the appropriate leadership structure for our company and does not impair our ability to continue to practice good corporate governance. mr. press is our lead independent director. his duties as lead independent director include leading the board executive sessions and meetings of the board at which the  cotb  is not present, coordinating the activities of independent directors, liaising between mr. thomas and other independent directors, and receiving and managing communications from stockholders addressed to non-management directors. our lead independent director also communicates with senior management on matters of board-level importance to our company. management is responsible for the day-to-day management of risks the company faces, while the board, as a whole and through its committees, has responsibility for the oversight of material risk management. in its risk oversight role, the board of directors reviews significant individual matters as well as risk management processes designed and implemented by management with respect to risk generally. the board has designated the audit committee as the board committee with general risk oversight responsibility. the audit committee quarterly discusses with management the company's major risk exposures and the processes management has implemented to monitor and control those exposures and broader risk categories, including risk assessment and risk management policies. management provides to the audit committee quarterly reports on areas of material risk to the company, including operational, financial, legal and regulatory, and strategic and reputational risks. additionally, members of our senior corporate management and senior executives of our business units regularly attend board meetings and are available to address board inquiries on risk oversight matters generally or on individual matters of significance to the company. separate and apart from the quarterly risk reviews and other communications between senior executives and the board, many actions that potentially present a higher risk profile, such as acquisitions, material changes to our capital structure, or significant investments, require review or approval of our board or its committees as a matter of oversight and corporate governance.",1
880,893691,2015,"our business, property and affairs are managed under the direction of our board of directors which has 9 directors. our board of directors has determined, after considering all the relevant facts and circumstances, that all of the directors other than mr. lynch, our president and  ceo , are independent, as 'independence' is defined by the listing standards of the nyse, because they have no direct or indirect material relationship with us (either directly or as a partner, shareholder or officer of an organization that has a relationship with us) that would cause the independence requirements of the nyse listing standards to not be satisfied. members of our board are kept informed of our business through discussions with our  ceo , chief financial officer and other officers, by reviewing materials provided to them, by visiting our offices and facilities, and by participating in meetings of the board and its committees. we currently separate the roles of ceo and  cotb . this structure properly reflects our belief that our shareholders interests are best served by the day-to-day management direction of the company under mr. lynch, as president and  ceo , together with the leadership of our  cotb , mr. byrne.",0
881,893739,2010,"the board of directors does not require the separation of the offices of the  cotb  and the  ceo . the board believes it should be free to choose its  cotb  in any way that it deems best for the company at any given point in time. mr. jamison, the current  cotb  and ceo is an 'interested person' of the company (as defined in section 2(a)(19) of the 1940 act). at present, the board of directors believes that mr. jamison's service as both  cotb  and ceo is in the best interest of the company and its shareholders. mr. jamison possesses detailed and in-depth knowledge of the issues, opportunities and challenges facing the company and its business and is thus best positioned to develop agendas that ensure that the board's time and attention are focused on the most critical matters. his combined role enables decisive leadership, ensures clear accountability, and enhances the company's ability to communicate its message and strategy clearly and consistently to the company's shareholders, employees, and portfolio companies, particularly during times of turbulent economic conditions. the board of directors also believes that combining the  cotb  and ceo roles is appropriate given our current asset size, bearing in mind the goal of keeping costs as low as possible. the board members also believe that the lead independent director plays an important role and fulfills most of the benefits to the company of having an independent  cotb  without the full expense of hiring an independent  cotb . the lead independent director's duties include acting as a liaison between the independent directors and the  cotb  regarding any specific feedback or issues, providing the  cotb  with input regarding agenda items for board and committee meetings, coordinating with the  cotb  to provide information to the independent directors regarding their duties, coordinating the activities of the independent directors, including performing the role of  cotb  of the independent directors committee, coordinating the agenda for and moderating sessions of the board's independent directors and other non-employee directors, and facilitating communications between the other members of the board, between the board and senior management, and between the chief compliance officer and the board. the board believes that this approach appropriately and effectively complements the combined  ceo / cotb  structure. in addition, most of the directors, other than mr. jamison and ms. pressman, are independent, and the board believes that the independent directors provide effective oversight of management. moreover, in addition to feedback provided during the course of board meetings, the independent directors have regular executive sessions. also, the independent directors serve as the chairperson for all board committees (other than the executive committee) and meet on a quarterly basis in executive session with the chief compliance officer.",1
882,894081,2013,"james h. carey has served as  cotb  since may 2004. the board is aware that one of its responsibilities is to oversee company management and make performance, risk and compensation related decisions regarding management. in order to appropriately balance the board's focus on strategic development with its management oversight responsibilities, the board of directors requires that the  cotb  be a non-management, independent director. the  cotb  manages the board's affairs, including organization, functional effectiveness, and fulfilling the board's responsibilities. the ceo is involved in this process by updating the  cotb  and the board in its entirety regarding the day-to-day management of the company. while the company has established separate roles for the  cotb  and  ceo , they both play a vital role in the management of the company and must work closely in order to maximize the company's potential. our corporate governance guidelines provide that (i) a majority of the directors of the company shall be independent directors as that term is defined in the corporate governance rules of the nasdaq global market, inc., (ii) the ceo will be the only employee of the company who also serves as a director of the company, and (iii) the  cotb  should be a non-management, independent director. as described above under independence, seven of our eight directors are independent. in addition, all of the directors on each of the audit committee, compensation committee, and nominating and governance committee are independent directors and all of the committees, including the executive committee, is led by an independent chair. the independent directors meet in executive session (with no management directors or management present) on a regular basis (typically at the time of each quarterly board meeting) and upon the request of one or more independent directors. we have employed this leadership structure since becoming publicly traded in august 2003. we believe that having a separate  cotb  and  ceo , a board with a majority of independent directors who regularly meet in executive session, and independent chairs for the board's audit, compensation, nominating and governance and executive committee, provides the board with the best form of leadership for ensuring that the board has the necessary authority and practices in place to review and evaluate the company's business operations as needed and to make decisions that are independent of the company's management.",0
883,894315,2011,"as of january 1, 2010, we separated the roles of ceo and  cotb  in recognition of the differences between the two roles. daniel b. hurwitz was appointed our ceo with responsibility for planning, formulating and coordinating the development and execution of our corporate strategy, policies, goals and objectives. he is accountable for company performance and reports directly to our board. on january 1, 2010, scott a. wolstein was appointed our executive  cotb . mr. wolstein held a leadership role at the company and served on our investment committee. he also maintained his historic capital markets and tenant relationships to enhance his ability to implement our long-term corporate strategy. our executive  cotb  also: provided guidance to our  ceo ; worked closely with our ceo to develop the company's strategic plan; in conjunction with our  ceo , directed the planning, investigation, evaluation and negotiations pertaining to our capital structure, new ventures, acquisitions, dispositions and joint ventures and presented such plans for review and approval by our board; worked with our ceo and chief investment officer on transactional matters by networking with strategic relationships; consulted and advised on any operational matters as requested by our  ceo ; ensured that our board fulfilled its oversight and governance responsibilities; ensured that our board set and implemented our goals and strategies; established procedures to govern our board's work; ensured that the financial and other decisions of our board were fully, promptly and properly carried out; ensured that all members of our board had opportunities to acquire sufficient knowledge and understanding of our business to enable them to make informed judgments; presided over meetings of our shareholders; and provided leadership to our board and set the agenda for, and presided over, board meetings. in february 2011, the company announced that mr. wolstein would no longer serve as executive  cotb  and that the position of executive  cotb  would not be filled. effective april 11, 2011, mr. wolstein no longer serves as executive  cotb  and mr. wolstein resigned from the board. the board elected mr. ahern to serve as  cotb  until his successor is duly appointed. the position of  cotb  will be a non-executive officer position and will be held by an independent director. any non-executive  cotb  will have the following responsibilities, among others as determined by the board: consult and advise on any operational matters as requested by our  ceo ; ensure that our board fulfills its oversight and governance responsibilities; ensure that our board sets and implements our goals and strategies; establish procedures to govern our board's work; ensure that the financial and other decisions of our board are fully, promptly and properly carried out; ensure that all members of our board have opportunities to acquire sufficient knowledge and understanding of our business to enable them to make informed judgments; preside over meetings of our shareholders; and provide leadership to our board and set the agenda for, and preside over, board meetings. in accordance with our corporate governance guidelines, our board has also maintained a lead director who was an independent director and was selected by a majority of the independent directors. because mr. wolstein was an employee of the company during 2010 and therefore was not independent, our board unanimously selected mr. ahern to serve as lead director. the lead director: presides at all meetings of our board at which the  cotb  is not present; serves as liaison between the  cotb  and the independent directors; reviews and comments on information to be sent to our board; reviews and comments on meeting agendas for our board; reviews and comments on meeting schedules to assure that there is sufficient time for discussion of all agenda items; has the authority to call meetings of independent directors; and if requested by major and institutional shareholders, ensures that he or she is available for consultation and direct communication. we believe this board leadership structure recognizes the time, effort and commitment that our ceo is required to devote to his position in the current business environment, the commitment required for our ceo to fulfill his responsibilities and the independent oversight required by our  cotb  and lead director. this structure also enables our board as a whole to fulfill its responsibility to oversee the company's risks presented by its long-term strategy, business plan and model. with a board comprised of management, independent directors and non-independent directors, members of our board bring a variety of perspectives to address risks. our board's role in enterprise risk management includes receiving regular reports from members of senior management on areas of material risk to the company, including operational, financial, strategic and compliance risks. the company has an enterprise risk management (erm) committee comprised of senior management which meets regularly to address risk and risk mitigation strategies. the chair of the audit committee is invited to attend and participate in erm committee meetings. the audit committee assists the board in its oversight responsibilities by, among other matters, reviewing reports prepared by the erm committee, reviewing our policies and procedures with respect to risk assessment, risk management, risk monitoring and risk mitigation and works with the other committees of our board to identify additional risks related to the committees respective areas of expertise. the  cotb  of the relevant committee consults with the audit committee regarding the committee's findings regarding the identified risks and the committee's proposals to address such risks. the audit committee then reports, on at least an annual basis, to our full board on the company's enterprise risk program. this enables our board and its committees to coordinate the risk oversight role, particularly with respect to interrelated risks.",0
884,894405,2012,"the company has separated the positions of  cotb  and  ceo . the company believes this separation allows the individuals serving in these positions to effectively utilize their skills and time on behalf of the company. robert a. young iii, who brings more than 41 years of ltl transportation, finance and board experience to the board, serves as nonemployee  cotb  and leads the board in its governance role. judy r. mcreynolds brings significant ltl and truckload experience to her day-to-day leadership role as  ceo . for complete business biographical information on mr. young and ms. mcreynolds, see directors of the company. because mr. young, as  cotb , qualifies as an independent director under nasdaq requirements, the company does not have a lead independent director. the business of the company is managed under the direction of the board of directors. there are eight members of the board of directors. the three standing board committees the audit committee, the compensation committee, and the nominating/corporate governance committee are an integral part of the company's board leadership structure. these committees, of which all members are independent directors, are discussed in more detail under committees of the board below. the company's leadership structure includes an experienced management team, upon whose advice, reports and opinions the board relies. the board also relies on the advice of counsel, accountants, executive compensation consultants, auditors and other expert advisors. the size of the board and the different types of corporate and transportation backgrounds of the members of the board allow for timely, effective action in the rapidly evolving trucking industry. see key attributes, experience and skills for each director under directors of the company. a robust committee framework sustains the lines of communication among directors and with management. regularly scheduled management reports and presentations, based on operational, financial, legal and risk management aspects of the company's operations, provide vital information to the board. directors have complete access to the ceo and other members of senior management. the board meets on a regularly scheduled basis five times a year to review significant developments affecting the company and to act on matters requiring board approval. it also holds special meetings when board action is required between scheduled meetings. the board met six times during 2011. during 2011, each member of the board participated in at least 75% of all board and applicable committee meetings held during the period for which he/she was a director. the nominating/corporate governance committee has determined that a majority of the members of the company's board of directors are independent pursuant to applicable nasdaq independence standards. independent directors are messrs. alden, allardyce, legg, morris, philip, spinner and young. independent directors met in executive session four times in 2011. it is the company's policy that all members of its board of directors attend each annual meeting of its stockholders, except when illness or other personal matters prevent such attendance. all seven members of the company's board at the time of the 2011 annual meeting attended the 2011 annual meeting.",0
885,895126,2012,"mr. mcclendon currently serves as chairman of the board and chief executive officer of the company and mr. miller serves as lead independent director. messrs. mcclendon and miller have worked in concert with the independent directors to oversee the execution of the company's strategy. however, the board has committed to appoint an independent, non-executive chairman in the near future and will phase out the position of lead independent director in connection with that appointment. the board's nominating and corporate governance committee is considering potential candidates for the chairman position with no previous substantive relationship with chesapeake and will be soliciting input from major shareholders. upon the appointment of an independent, non-executive chairman, mr. mcclendon will relinquish the position of chairman and continue as ceo. the board believes that the separation of the chairman and ceo roles will improve chesapeake's corporate governance and reflect the board's commitment to uphold strong corporate governance standards. this will further permit the mr. mcclendon to focus his full time and attention on execution of the company's strategy, the implementation of our transformation into a major oil producer and the completion of our asset monetization and joint venture objectives.",0
886,895421,2011,"the board is responsible for reviewing the board's leadership structure. the board believes that the company and its shareholders are best served by maintaining the flexibility to have any individual serve as chairman of the board based on what is in the best interests of the company at a given point in time, rather than mandating a particular leadership structure. in making this decision, the board considers, among other things, the composition of the board, the role of the company's lead director, the company's strong corporate governance practices, the chief executive officer's working relationship with the board, and the challenges specific to the company. historically, the positions of chief executive officer and chairman were held by the same individual. as a result of mr. mack's discussion with the board about stepping down as chief executive officer and as part of its ongoing review of the board's leadership structure and succession planning process, the board in september 2009 determined that the positions of the chief executive officer and chairman should be held by two separate individuals. the board elected john j. mack, the company's former chief executive officer, as chairman of the board, and james p. gorman as the company's chief executive officer, effective january 1, 2010. in addition, the company's corporate governance policies provide for an independent and active lead director that is appointed by the independent directors with clearly defined leadership authority and responsibilities. our lead director, c. robert kidder, was appointed by our other independent directors and has responsibilities including: (i) presiding at all meetings of the board at which the chairman is not present; (ii) having the authority to call, and lead, sessions composed only of non-management directors or independent directors; (iii) serving as liaison between the chairman and the independent directors; (iv) advising the chairman of the board's informational needs; (v) approving the types and forms of information sent to the board; (vi) approving board meeting agendas and the schedule of board meetings and requesting, if necessary, the inclusion of additional agenda items; and (vii) making himself available, if requested by major shareholders, for consultation and direct communication. the company's corporate governance practices and policies ensure substantial independent oversight of management. for instance: the board has a majority of independent and non-management directors. ten (10) out of the thirteen (13) director nominees are independent as defined by the nyse listing standards and the company's more stringent corporate governance policies and eleven (11) out of the thirteen (13) director nominees are non-management directors. all of the company's directors are elected annually. the board's key standing committees are composed solely of non-management directors. the audit committee, the compensation, management development and succession committee, and the nominating and governance committee are each composed solely of independent directors. the risk committee consists of a majority of independent directors and includes only non-management directors. the committees provide independent oversight of management. the board's non-management directors meet regularly in executive session. at each regularly scheduled board meeting, the non-management directors meet in executive session without messrs. gorman or mack present and, consistent with the nyse listing standards, at least annually, the independent directors meet in executive session. these sessions are chaired by the lead director. ",0
887,895421,2012,"after a two-year transition period, mr. gorman assumed the additional role of chairman of the board, effective january 1, 2012, replacing john j. mack as chairman upon his retirement from the board. the board has determined that the appointment of a strong independent lead director (as described below), together with a combined ceo and chairman, serves the best interests of the company and its shareholders. by serving in both positions, the ceo and chairman is able to draw on his detailed knowledge of the company to provide the board, in coordination with the lead director, leadership in focusing its discussions and review of the company's strategy. in addition, a combined role of ceo and chairman ensures that the company presents its message and strategy to shareholders, employees and customers with a unified voice. the board believes that it is in the best interest of the company and its shareholders for mr. gorman to serve as chairman and ceo at this time, considering the strong role of our independent lead director and other corporate governance practices providing independent oversight of management as set forth below. ",1
888,895655,2011,"martin e. franklin currently serves as the company's  cotb  and its ceo ( ceo ), and he has served in both capacities since september 24, 2001. given the growth the company has experienced since mr. franklin began serving in these roles, as well as the diversity of its business, both in terms of products and geographical scope, the board believed that the most effective leadership structure for the company was for mr. franklin to continue to serve in both capacities. the board believed that mr. franklin's dual role as  cotb  and ceo fostered effective decision-making and alignment on corporate strategy because it enabled mr. franklin to have extensive and current knowledge of the company's operations and its strategies. in 2010, as part of our review of our corporate governance, the board re-evaluated the company's leadership structure to ensure that it remains optimal for the company and its stockholders. the board has determined that separating the roles of  cotb  and ceo will: (i) permit more effective assessment of the ceo 's performance; (ii) provide a more effective means for the board to express its views on our management; and (iii) enable the  cotb  to focus more on our corporate governance and serving stockholders interests, while allowing the ceo to focus more directly on managing the company's operations and growing the company. the board believes this new leadership structure will foster effective governance and oversight of our company by the board. following this meeting, mr. franklin will continue to be the executive  cotb  and james e. lillie, our current president and chief operating officer will become ceo . although the board currently believes that separating the  cotb  and ceo positions is in the best interests of the company and its stockholders, the board may in the future determine that it would be in the best interests of the company and its stockholders to combine the roles of  cotb  and ceo .",0
889,895663,2010,"our board is committed to strong corporate governance and board independence, and has carefully considered the critical issue of board leadership. the board, after due deliberation and in connection with the recent hiring of john reed as our new ceo and his appointment to the board, determined effective march 2, 2010 to separate the positions of  cotb  and  ceo . mr. clerico, who was serving as interim ceo and  cotb , will continue to serve as  cotb . the board believes that mr. clerico's continued service as  cotb  will benefit us and our shareholders with his unique depth of knowledge and experience and will assist in a smooth and orderly transition of executive responsibilities. the separation of these positions at this time will also allow the board to evaluate whether we and our shareholders are best served by having the ceo or another director hold the position of  cotb . additionally, as part of our commitment to strong corporate governance and board independence, since mr. clerico is not an independent director, the board will retain mr. edgar g. hotard as our independent lead director. as the lead director, mr. hotard will continue to preside over the executive sessions of the board, consult with the  cotb  regarding board meeting agendas, undertake an annual performance review of the ceo and act as liaison between the  cotb  and the independent directors. the board believes that there is no one best leadership structure model that is most effective in all circumstances and retains the authority to combine the position of  cotb  and ceo in the future if such change is determined to be in our best interests and the best interests of our shareholders.",0
890,896159,2011,"our board's mandate includes overall supervision and control of management of the company, pursuant to swiss law. though our management and employees direct and are responsible for the business operations of the company and its divisions, and implementation of policies and strategies approved by the board, the power of management is fundamentally delegated from the board. our organizational regulations and corporate governance guidelines provide the board with the right and flexibility to vest the responsibilities of chairman of the board and chief executive officer in the same individual or in more than one individual, as the board determines to be in the best interest of the company. our board has determined it to be in the best interests of the company, at this time, to vest the responsibilities of chairman and ceo in evan g. greenberg because the board believes he has the skills and experience to best perform both roles. while mr. greenberg serves as chairman, board leadership comes also from our lead director, robert hernandez. our lead director's powers are significant, and specific responsibilities include establishing the agenda for board meetings, presiding at executive sessions of the board, working with the nominating and governance committee in the board's performance evaluation process, working with the compensation committee in the ceo evaluation process and compensation determination, facilitating communication between board members and the chairman of the board, helping to assure that board members receive background materials on a timely basis, monitoring the company's mechanism for receiving and responding to shareholder communications to the board, responding to non-audit related shareholder inquiries and helping assure that all board members are empowered to, and do, carry out their responsibilities in accordance with their fiduciary duties. the board regularly reviews and discusses its composition and structure. it has specifically delegated to the nominating and governance committee the duty of evaluation in this regard, and advising the board as it sees fit. ace's board leadership structure has evolved over time. for example, the  cotb  and ceo roles were separate immediately before may 2007; mr. greenberg was promoted to president and chief executive officer in 2004 and was not appointed chairman of the board until three years later. as ace and its circumstances develop in the future, the board will continue to examine its leadership structure and will at all times conduct itself in the manner it determines to be in the best interests of the company and its shareholders at that time. we expect that the company will always have either an independent lead director or a non-executive  cotb . ",1
891,896159,2012,"our board's mandate includes overall supervision and control of management of the company, pursuant to swiss law. though our management and employees direct and are responsible for the business operations of the company and its divisions, and implementation of policies and strategies approved by the board, the power of management is fundamentally delegated from the board. our organizational regulations and corporate governance guidelines provide the board with the right and flexibility to vest the responsibilities of chairman of the board and chief executive officer in the same individual or in more than one individual, as the board determines to be in the best interest of the company. our board has determined it to be in the best interests of the company, at this time, to vest the responsibilities of chairman and ceo in evan g. greenberg because the board believes he has the skills and experience to best perform both roles. ",1
892,896262,2011,"in regards to the vote on the election of the six director nominees identified in this proxy statement to serve until the 2012 annual meeting of stockholders or upon his successor being elected and qualified, stockholders may: vote in favor of all director nominees; vote in favor of specific director nominees; and vote against all director nominees. directors are elected by a plurality of the votes cast at the meeting. as a result, the six directors receiving the highest number of william f. borne has served as our ceo and  cotb  since founding our company in 1982. we believe this traditional leadership structure coupled with an independent lead director benefits our company. we believe that our employees, referral sources, patients, suppliers and other business partners view mr. borne as a leader in our industry and that having a combined  ceo / cotb  role demonstrates that our company is under strong leadership, with a single person setting the tone, driving our culture and having primary responsibility for overseeing management of our operations. our board of directors is comprised of mr. borne and five independent directors. each of our five independent directors has extensive knowledge of amedisys business, with four directors having served on our board of directors for fourteen years and the other director having served on our board of directors for seven years. each director serves a one-year term and is subject to annual election. in addition, in accordance with our bylaws and our corporate governance guidelines, whenever there is no independent  cotb , the board members are required to appoint one of the independent directors as lead director to lead the board in fulfilling its duties effectively, efficiently and independent of management. ronald a. laborde has served as the amedisys lead director since february 2003 and as a member of the company's board of directors since 1997. in his role as lead director, he is specifically responsible under our bylaws and corporate governance guidelines for enhancing board effectiveness, in particular by ensuring the board works as a cohesive team; ensuring that the board has adequate resources and is presented with full, timely and relevant information; ensuring that there is a process in place to monitor best practices that relate to the responsibilities of the board; and by assessing the effectiveness of the overall board, its committees and individual directors on a regular basis. he is also responsible for assisting with board management, in particular by providing input on the agendas for board and committee meetings; consulting with the  cotb  regarding the membership and chairs for board committees and the effectiveness of the committees; ensuring that the independent directors meet regularly without management present to discuss the effectiveness of the ceo and the board and the committees of the board, succession planning and strategic planning; and by chairing board meetings when the  cotb  is not in attendance. finally, he also serves as a key liaison between management and the outside directors. we believe that mr. laborde, in his role as lead director, has made valuable contributions to our company by developing a productive relationship with our ceo and  cotb  and ensuring effective communication between our ceo and  cotb  and the rest of the board. accordingly, we believe that our company has benefited from having a combined  cotb / ceo  position and having the lead director serve as the leader of the independent directors. we believe the chairmen of our four independent board committees (mr. pitts: compensation committee; mr. netterville: audit committee; mr. ricchiuti: quality of care committee; and mr. washburn: nominating and corporate governance committee) have made valuable contributions to our company and are also vital to our board leadership structure. each committee  cotb  meets regularly with members of company management, as appropriate, to discuss matters relevant to their respective committee functions, both with and without the presence of our  ceo . they also regularly communicate with our lead director regarding board and committee functions.",1
893,896400,2010,"on february 1, 2009, the company entered into an executive employment agreement with mr. chibib, which sets forth certain terms and conditions relating to his employment as senior vice president and chief financial officer of the company, effective as of february 10, 2009. mr. chibib's employment agreement provides that he will receive an annual base salary of $250,000, subject to covenants in the employment agreement and in an agreement regarding proprietary developments, confidential information and non-solicitation, and a sign-on bonus of $15,000. the annual salary will be subject to an annual review by the company's  ceo . in addition, he has an opportunity to earn an annual bonus equal to 60% of his base salary upon achievement of certain performance targets approved by the company's  ceo , and up to a maximum of 100% of his base salary for overachievement of such performance targets. in addition, beginning on april 1, 2009, mr. chibib was eligible for a separate discretionary bonus in an amount up to but not exceeding $20,000 per quarter for that fiscal year, based upon criteria for quarterly objectives as set by the company's  ceo . the employment agreement also specifies that mr. chibib is eligible to enroll in the company's benefit programs as they are established from time-to-time for senior level executive employees.",0
894,896878,2010,"the board oversees management's performance on behalf of intuit's stockholders. the board's primary responsibilities are (1) to select, oversee and determine compensation for the ceo who, with senior management, runs intuit on a day-to-day basis, (2) to monitor management's performance to assess whether intuit is operating in an effective, efficient and ethical manner in order to create value for intuit's stockholders, and (3) to periodically review intuit's long-range plan, business initiatives, capital projects and budget matters. the board appoints the  cotb , who may be a former officer of intuit if the board determines that it is in the best interests of intuit and its stockholders. the roles of  cotb  and ceo may be held by the same person or may be held by different people. however, if the  cotb  is also the  ceo , then the board has determined that it will appoint a lead independent director. currently, the positions of  cotb  and ceo are held by separate persons. the board believes that the separation of the roles of  cotb  and ceo is appropriate at this time as it allows our ceo to focus primarily on management and strategy responsibilities, while allowing our  cotb  to focus on leadership of the board, providing feedback and advice to the  ceo , and providing a channel of communication between the board members and the  ceo . william v. campbell, the current  cotb , is a non-executive employee of intuit and previously served as intuit's  ceo . the  cotb  presides over all board meetings and works with the ceo to develop agendas for board meetings. the  cotb  advises the ceo and other members of senior management on business strategy and leadership development. he also works with the board to drive decisions about particular strategies and policies and, in concert with the independent board committees, facilitates a performance evaluation process of the board. the board and its committees meet throughout the year on a set schedule, and also hold special meetings and act by written consent from time to time as appropriate. the board held five meetings during fiscal . the independent directors also meet in executive session without management present. during fiscal , the independent directors held three executive sessions. with respect to executive sessions of the independent directors, the independent directors may from time to time designate an independent director to serve as presiding director to chair these sessions. in addition, the presiding director may advise the  cotb  with respect to agendas and information to be provided to the board and may perform such other duties as the board may from time to time delegate to assist it in fulfilling its responsibilities. the board has delegated certain responsibilities and authority to the committees described below. committees report regularly on their activities and actions to the full board.",0
895,897723,2015,"leadership structure each year, sanmina-sci's board selects a  COTB  and  CEO . the  COTB  is responsible for helping establish sanmina-sci's strategic priorities, presiding over board meetings and communicating the board's guidance to management. the CEO of the company, on the other hand, is responsible for the day-to-day management of our operations and business and reports directly to the board. during fiscal 2010, the roles of  COTB  and CEO were both held by jure sola. mr. sola has been with sanmina-sci for more than 30 years, which has given him a unique understanding of the ems industry, market trends and sanmina-sci's strategic position, strengths and weaknesses, as well as its day-to-day operational details. the board believes that these attributes make mr. sola uniquely qualified to serve in both positions and helps the board and management operate in an efficient and effective manner. the board has also appointed wayne shortridge as lead independent director, a role that he has held since 2007. in this capacity, mr. shortridge serves as the principal contact between the independent directors and the  COTB , assists the  COTB  in establishing the agenda for board meetings, recommending the retention of outside advisors and consultants and monitoring the quality, quantity and timeliness of information sent to the board. the board believes that the position of lead independent director allows the  COTB  and CEO to focus on strategic, industry and operational level issues, while helping ensure the board maintains and adopts corporate governance best practices. while the board currently believes that this leadership structure is currently in the best interests of sanmina-sci and its stockholders, the board will, from time to time, may reevaluate whether to select a non-executive  COTB  in the future. ",0
896,898173,2010,"the company's leadership structure, within its board of directors, consists of a chairman of the board, two vice chairmen of the board, a lead director, an audit committee, a corporate governance/nominating committee and a compensation committee. the lead director also serves on the audit committee, the compensation committee and as chairman of the corporate governance/nominating committee. all committee members are independent directors. our amended and restated bylaws permit the positions of chairman of the board and chief executive officer to be held by the same person. however, the board has historically believed that these roles and their attendant responsibilities should be separate and fulfilled by two separate individuals. we believe having separate roles allows our board to effectively provide guidance to and oversight of our management. in 2005, the corporate governance/nominating committee recommended and the board approved the appointment of david e. o'reilly to serve in the role of chairman of the board of the company. the appointment was made in recognition of the substantial role mr. o'reilly plays in the development of the company's strategic initiatives. the appointment of mr. o'reilly as chairman of the board did not alter gregory l. henslee's duties and responsibilities as our chief executive officer. lead director following the passage of the sarbanes- oxley act of 2002 and in the interest of sound corporate governance, the board has adopted a practice of appointing a lead director who is charged with acting as a liaison among other directors, with management and between board committees and the board. the lead director could also preside at board meetings in the absence of the chairman. this position improves the functionality of the board and its committees and aids in the fiduciary obligations each director has to the company and its shareholders. paul r. lederer has served as director, executive vice president and chief operating officer within the automotive aftermarket and has 40 years of experience in this industry. based upon mr. lederer's experience, qualifications and skills, in 2002, the corporate governance/nominating committee nominated, and the board of directors approved, mr. lederer to serve as lead director",0
897,898293,2011,"the board of directors does not currently have a policy on whether the same person should serve as both the ceo and  cotb  or, if the roles are separate, whether the  cotb  should be selected from the non-employee directors or should be an employee. the board believes that it should have the flexibility to make these determinations at any given point in time in the way that it believes best to provide appropriate leadership for jabil at that time. our current  cotb , mr. morean, is not an officer. mr. morean has served as our  cotb  since 1988 and he served as our ceo from such time until 2000. the board of directors believes that it is in jabil's best interests to authorize messrs. paver and alexander to vote on any matters which are unknown at the date of printing this proxy statement and which may properly come before the 2011 annual meeting (including any adjournment thereof). ",0
898,898293,2011,"the board of directors does not currently have a policy on whether the same person should serve as both the chief executive officer and chairman of the board or, if the roles are separate, whether the chairman should be selected from the non-employee directors or should be an employee. the board believes that it should have the flexibility to make these determinations at any given point in time in the way that it believes best to provide appropriate leadership for jabil at that time. our current  cotb , mr. morean, is not an officer. mr. morean has served as our chairman of the board since 1988 and he served as our chief executive officer from such time until 2000.",0
899,898293,2012,"the board of directors does not currently have a policy on whether the same person should serve as both the chief executive officer and chairman of the board or, if the roles are separate, whether the chairman should be selected from the non-employee directors or should be an employee. the board believes that it should have the flexibility to make these determinations at any given point in time in the way that it believes best to provide appropriate leadership for jabil at that time. our current chairman, mr. morean, is not an officer. mr. morean has served as our chairman of the board since 1988 and he served as our chief executive officer from such time until 2000. mr. morean has announced his retirement from our board, effective at the expiration of his current term at this annual meeting. the board has determined its intention to appoint mr. main to succeed mr. morean as chairman of the board, in which event mr. main would serve as both our chairman and our chief executive officer until his expected retirement as chief executive officer effective march 1, 2013. ",0
900,898437,2013,"dr. bower serves as the lead director of the company. separating the lead director role and the ceo role allows our ceo to focus on strategic management of the day-to-day business of the company, while allowing the lead director to focus on leading our board in its fundamental role of providing advice to and independent oversight of management. our board recognizes the time, effort and energy that the ceo is required to devote to his position in the current business environment, as well as the commitment required to serve as our lead director, particularly as the board's oversight responsibilities continue to grow. our board believes that having separate positions, with an independent, non-executive director serving as the lead director, is the appropriate leadership structure for our company at this time and allows the board to fulfill its role with appropriate independence.",0
901,899051,2010," allow the board to determine whether the roles of  cotb  and ceo are held by separate individuals or by the same person. the board believes that flexibility in the allocation of the responsibilities of these two roles enables to board to adapt the leadership function to changing circumstances. at times, allstate is well-served by having these roles performed by a single person, who acts as a bridge between the board and management and provides critical leadership for carrying out allstate's strategic initiatives and confronting its challenges. at other times, such as during a leadership transition, allstate may be better-served by splitting the roles of  cotb  and ceo between two individuals. ",1
902,899051,2011," thomas j. wilson is the  cotb  of the board as well as the ceo of allstate. allstate's corporate governance guidelines allow the board to determine the roles of  cotb  and ceo including whether they are held by separate individuals or by the same person. the board believes that flexibility in the allocation of the responsibilities of these two roles enables the board to adapt the leadership function to allstate's needs. currently, allstate is well-served by having these roles performed by mr. wilson, who provides strategic and operating leadership for both the corporation and the board. at other times, allstate has split the roles of  cotb  and ceo between two individuals, such as it did when mr. wilson initially took the position of  ceo . the board has a strong set of principles and practices to ensure independence and proper board focus and oversight. the only director who is an insider is mr. wilson. in addition, the board meets in executive session without management after each non-telephonic meeting to provide a formal venue to discuss issues among only the independent directors. the leadership of these sessions rotates amongst the independent directors. the board selected this governance structure, after considering the approach supported by some proxy advisory firms of utilizing one permanent lead director, based on the directors' experiences on other public company boards and allstate's current position. allstate's structure requires each board member to assume the responsibility of board leadership and enables the independent committee chairs to execute fully their responsibilities. this practice provides all independent directors the opportunity to assume a leadership role in the executive sessions. furthermore, the board believes that this practice is appropriate in light of the fact that currently only one of the directors is an allstate employee, all of the other directors are independent, and that the audit, compensation and succession, and nominating and governance committees are comprised solely of independent directors. the  cotb  and ceo is advised of the issues discussed during these sessions immediately upon conclusion of the meeting. ",1
903,899460,2014,"our board of directors is currently chaired by the  ceo , mr. mann who is also our largest stockholder. our board of directors believes that combining the positions of ceo and  cotb  provides a single, clear chain of command to execute the company's strategic initiatives and business plans. the company also believes that it is advantageous to have a  cotb  with an extensive history with and knowledge of the company and is seen by both our partners and investors as providing strong leadership to the company (as is the case with mr. mann). in november 2011, our board of directors appointed mr. kresa as the lead independent director to help reinforce the independence of the board as a whole. the position of lead independent director has been structured to serve as an effective balance to a combined  ceo /board chair: the lead independent director is empowered to, among other duties and responsibilities, approve agendas and meeting schedules for regular board meetings, preside over board meetings in the absence of the chair, preside over and establish the agendas for meetings of the independent directors, act as liaison between the chair and the independent directors, approve information sent to the board, preside over any portions of board meetings at which the evaluation or compensation of the ceo is presented or discussed and, as appropriate upon request, act as a liaison to shareholders. in addition, it is the responsibility of the lead independent director to coordinate between the board and management with regard to the determination and implementation of responses to any problematic risk management issues. as a result, the company believes that the lead independent director can help ensure the effective independent functioning of the board in its oversight responsibilities. in addition, the company believes that the lead independent director is better positioned to build a consensus among directors and to serve as a conduit between the other independent directors and the board chair, for example, by facilitating the inclusion on meeting agendas of matters of concern to the independent directors. in light of the  ceo 's extensive history with and knowledge of the company, and because the board's lead independent director is empowered to play a significant role in the board's leadership and in reinforcing the independence of the board, the company believes that it is advantageous for the company to combine the positions of ceo and board chair.",1
904,899715,2015,"pursuant to our by-laws and our corporate governance guidelines, our board determines the appropriate board leadership structure for our company from time to time. as part of our annual board self-evaluation process, we evaluate our leadership structure to ensure that the board continues to believe that it provides the optimal structure for our company and shareholders. we recognize that different board leadership structures may be appropriate for companies in different situations. we operate under a board leadership structure with separate roles for our ceo and interim non-executive  cotb . our current leadership structure permits the ceo to focus his attention on managing our company and permits the interim non-executive  cotb  to manage the board. accordingly, we believe our current leadership structure, with mr. steven b. tanger serving as ceo and mr. jack africk serving as interim non-executive  cotb , is the optimal structure for us at this time. the board is responsible for overseeing the company's risk management processes, and our audit committee assists the board in fulfilling this responsibility. the audit committee receives reports from management at least quarterly regarding the company's assessment of risks. the audit committee, which also considers our risk profile, reports regularly to the full board on these matters. the audit committee and the full board focus on the most significant risks facing the company and the company's general risk management strategy, and also ensure that risks undertaken by us are consistent with the board's levels of risk tolerance. while the board oversees our overall risk management, management is responsible for day-to-day risk management processes. we believe this division of responsibilities is the most effective approach for addressing the risks facing us. the board does not believe that its role in the oversight of the company's risks affects the board's leadership structure. the company has reviewed its compensation policies and practices and has determined that it has no policies or practices that are reasonably likely to have a material adverse effect on the company.",0
905,899723,2012,"we determined that individual employment and severance agreements are not in our best interests because they limit our ability to adapt our compensation practices quickly to business needs and market trends. accordingly, and consistent with this philosophy, we agreed with mr. scaminace, our  ceo , to allow his employment agreement to expire by its terms in 2011, and we hired our new vice president and chief financial officer, mr. hix, earlier this year on a noncontractual basis. at this time, none of our executive officers have employment agreements. in addition, the severance agreements with our executive officers were terminated voluntarily by each executive officer in 2011. now, each executive officer is covered only by our newly adopted om group, inc. executive severance plan, an overarching severance policy, and not by individual agreements. the leadership structure of our board of directors has been uniform since we became a public company, with our ceo also serving as the  cotb  of our board. we believe this unified structure is appropriate for our company, particularly in light of the business transformation that has been the centerpiece of our strategic plan. the structure permits one person to be clearly responsible for leading us in implementing our business transformation and otherwise set the tone for our activities and behavior. we have had a lead independent director since 2005. our current lead independent director, richard w. blackburn, served as an executive vice president, chief administrative officer and general counsel of a large energy company prior to his retirement, and has a background in corporate governance matters. mr. blackburn and mr. scaminace, our  ceo , have a strong working relationship, meeting one-on-one at least quarterly and speaking informally on a regular basis. we believe that the combination of assigned duties of a lead independent director as set forth in our corporate governance principles and the working relationship between our ceo and our lead independent director provides a board leadership structure that is in the best interests of our stockholders. risk oversight is carried out at the board level and by each of our standing committees. the audit committee is responsible for overseeing the risk management as it relates to accounting, internal control matters, auditing and overall financial risk. the compensation committee considers any risks that potentially could arise from our compensation programs and policies, and the nominating and governance committee considers any risks that could arise in connection with matters within its area of responsibility. in addition to these risk oversight activities at the committee level, the entire board engages in overall risk oversight on both an external and internal basis. as part of this process, management undertakes an overall risk assessment, including at an operational level, and presents its assessment to the board for consideration and discussion among the directors. this risk assessment process is completed on an annual basis, and key risks are monitored and updated quarterly. we believe our board leadership structure, including the presence of a lead independent director, is consistent with and supportive of the risk oversight function carried out by the board. ",1
906,899881,2010," currently, we have split the roles of  cotb  and  ceo . our  cotb , mr. feinberg, is an outside trustee (meaning he is not an officer or employee of prologis). our ceo is mr. rakowich. the board believes that the current leadership structure is appropriate at this time based on the board's understanding of corporate governance best practice. the board does not have a policy specifying a particular leadership structure as it believes that it should have the flexibility to choose the appropriate structure as circumstances change. our outside trustees meet in regular executive sessions without management being present. the chair of these executive sessions is mr. feinberg. since our  cotb  is an outside trustee, we do not have a lead trustee. ",0
907,900075,2017,"our board of directors believes that it is important to retain its flexibility to allocate the responsibilities of the positions of the  cotb  of our board and ceo in a way that it believes is in our best interests. currently, the roles of  cotb  of our board and ceo have been separated by our board of directors. willis j. johnson is our executive  cotb , and a. jayson adair is our  ceo . our board believes that the separation of the offices of  cotb  and ceo is appropriate at this time because it allows our ceo to focus primarily on our business strategy, operations, and corporate vision while the  cotb  provides guidance to the  ceo , sets the agenda for board meetings, and presides over meetings of the full board. our board's administration of risk oversight has not affected its leadership structure. our nominating and governance committee oversees risks associated with our overall governance practices and the leadership structure of our board. our board is kept informed of each committee's risk oversight and other activities via regular reports of the committee chairs to the full board.",0
908,900349,2010,"the board oversees, counsels and directs management in the long-term interests of us and those of our shareholders. the board's responsibilities include: selecting and regularly evaluating the performance of the ceo and other executive officers; reviewing and approving our major financial objectives and strategic and operating plans, business risks and actions; overseeing the conduct of our business to evaluate whether the business is being properly managed; and overseeing the processes for maintaining the integrity of our financial statements and other publicly disclosed information in compliance with law. the board has a lead director . joseph p. lacher was elected lead director in the fiscal year ended january 31, 2007, and continues to serve in this position. the responsibilities of the lead director are as follows: presiding at all executive sessions of the meetings of the board of directors without any management members present; serving as a liaison between the  cotb  and the independent directors; and calling meetings of the independent directors. george feldenkreis serves as both  cotb  and ceo for our company. the board believes that the combined role of  cotb  and chief execute officer is the appropriate leadership structure for us at this time. this leadership model provides clear accountability and efficient and effective leadership of our business, and the board believes mr. feldenkreis is the appropriate person to lead both our board and the management of our business. all directors are required to own at least 3,000 shares of our common stock within three years after election to our board. in addition, we encourage our directors to attend formal training programs in areas relevant to the discharge of their duties as directors. we reimburse directors for all expenses they incur in attending such programs. all of our directors are expected to comply with our code of business conduct and ethics and our insider trading policy. the board of directors conducts an annual self-assessment.",1
909,901219,2010,"we separate the roles of ceo and  cotb  in recognition of the differences between the two roles. the ceo is responsible for setting the strategic direction for the company and the day to day leadership and performance of the company, while the  cotb  provides guidance to the ceo and sets the agenda for board of directors meetings and presides over meetings of the full board of directors. our ceo serves on our board of directors, which we believe helps the ceo serve as a bridge between management and the board of directors, ensuring that both groups act with a common purpose. we believe that the ceo 's presence on the board of directors enhances his ability to provide insight and direction on important strategic initiatives to both management and the independent directors and, at the same time, ensures that the appropriate level of independent oversight is applied to all decisions by the board of directors.",0
910,902791,2013,"michael l. elich has served as the company's ceo since january 20, 2011, and as a director since february 17, 2011. anthony meeker, a long-time outside director of the company, serves as  cotb . each of our directors other than mr. elich, including each member of the board's audit, nominating and compensation committees, is an independent director under the nasdaq listing rules. the outside directors also meet from time to time in executive session without the president and ceo or other management being present. the board believes that the board leadership structure reflecting the separation of the  cotb  and ceo positions serves the best interests of the company and its stockholders by giving an independent director a direct and significant role in establishing priorities and the strategic direction and oversight of the company. the board believes that the manner in which it oversees risk management at the company has not affected its leadership structure.",0
911,903571,2013," the board of directors (as hereinafter defined) has determined that it is advisable and in the best interests of the corporation to continue the original rights plan, as amended and restated pursuant to the 2004 plan, as amended and restated pursuant to the 2007 plan, as amended and restated pursuant to the 2010 plan, by adopting an amended and restated shareholder rights plan agreement as provided herein (the on december 13, 2012, the corporation's then president and ceo , mr. tom mair, resigned from those positions, effective december 31, 2012 (the separation date ). pursuant to a severance and release agreement, mr. mair received a lump sum cash severance payment in the amount of $1,017,000, less applicable deductions and withholdings. on june 30, 2013, mr. mair will receive a lump sum severance payment in the amount of $944,085, less applicable deductions and withholdings. additionally, mr. mair's outstanding unvested options granted under the option plan were accelerated and became vested as of the separation date. all of mr. mair's options will expire on december 31, 2015. ",0
912,904163,2013,"the board believes that our ceo is best situated to serve as  cotb  because he is the director most experienced with our business and most capable of effectively identifying present and future strategic priorities and leading the discussion and execution of strategy. independent directors and management have different perspectives and roles in strategy development. our independent directors bring experience, oversight and expertise from outside the company, while the ceo brings company-specific experience and expertise. the board believes that the combined role of  cotb  and ceo promotes strategy development and execution and facilitates information flow between management and the board, which are essential to effective governance. ",1
913,906107,2010,"since the formation of the company in 1993, we have separated the roles of chairman of the board and chief executive officer of equity residential. our chairman of the board, mr. zell, founded the company in the 1960s and has served as chairman since our initial public offering in august 1993 and is uniquely qualified to serve in this role. mr. zell is recognized as one of the leading founders of today's public real estate industry after creating three of the largest real estate investment trusts ( reits ) in history in each of their respective sectors. as our chairman, he presides over meetings of the full board of trustees, stewards the company, counsels senior management regarding strategy and provides them with a network of resources across the industry. mr. neithercut, our ceo, sets the strategic direction for the company under the direction of the board, is responsible for the day-to-day leadership and performance of the company and sets the agenda for board meetings in consultation with the chairman and our lead trustee. we recognize that different board leadership structures may be appropriate for companies in different situations and believe that no one structure is suitable for all companies. we believe the company is well-served by our current leadership structure. lead trustee. charles l. atwood was appointed lead trustee in march 2009, replacing sheli z. rosenberg who had served in this role since december 2002. in his capacity as lead trustee, mr. atwood, who is an independent trustee, coordinates with the other independent trustees, consults with the chairman and ceo on board agendas, presides over the executive sessions of the independent trustees and performs such other functions as the board may direct. ",0
914,906107,2012,"since the formation of the company in 1993, we have separated the roles of chairman of the board and chief executive officer of equity residential. our chairman of the board, samuel zell, founded a predecessor of the company in the 1960s, has served as chairman since our initial public offering in august 1993 and is uniquely qualified to serve in this role. mr. zell is recognized as one of the founders of today's public real estate industry after creating three of the largest real estate investment trusts ( reits ) in history in each of their respective sectors. as our chairman, he presides over meetings of the full board of trustees, stewards the company, counsels senior management regarding strategy and provides them with a network of resources across the industry. david j. neithercut, our ceo, sets the strategic direction for the company under the direction of the board, is responsible for the day-to-day leadership and performance of the company and sets the agenda for board meetings in consultation with the chairman and our lead trustee. ",0
915,906163,2010," the board believes that mr. schar is uniquely qualified to serve on the board, based on his founding status with nvr, his approximately 40 years of homebuilding industry and real estate experience, his successful senior leadership experience from being a CEO of nvr and its predecessors, his experience on another public board, his brand marketing expertise and his expertise in managing a company within a cyclical industry. the board believes that mr. festa is well-suited to serve on our board based on his experience of managing grace during different business cycles, his senior leadership experience as a CEO of a publicly-traded company and his role setting global strategic vision for the entire organization, his business development and mergers and acquisitions experience from his work at morgenthaler, and his experience serving on another public board. the board believes that mr. rosier is highly qualified to serve as one of our directors because of his senior leadership experience from being a CEO , his other public board experience, and his operational expertise of being responsible for setting global strategic vision for an entire organization. we believe that it is in the best interest of nvr and its shareholders to approve the 2010 equity plan for the reasons described above. the board of directors approved and adopted the 2010 equity plan on february 22, 2010, subject to shareholder approval. shareholder approval of the 2010 equity plan is required by the new york stock exchange listing rules, and so that the options may qualify as performance-based compensation under section 162(m) of the internal revenue code. in june 2005, we separated the roles of the cotb and the CEO . mr. schar continues to perform as the cotb , and paul c. saville is currently the CEO . we separated the roles at that time because we believed it was a leading corporate governance best practice to reduce the concentration of power for one person performing both roles and it allowed us to strengthen our senior management team as we positioned nvr for future growth. in addition, transferring the operational day to day management functions to mr. saville enabled mr. schar to spend more time developing long term strategies, and it allowed him more time to recruit new board of director candidates. those same reasons hold true today. as a result, we expect that the roles of the cotb and the CEO will remain separated for the foreseeable future. board leadership structure our restated articles of incorporation state that the number of directors on our board will be no less than seven and no more than thirteen, as established from time to time by board resolution. our board has currently set the size of the board at eleven members. dwight c. schar, our cotb , leads our board, which meets at least quarterly. in addition, our corporate governance guidelines require that each year our board name an independent lead director to chair meetings of our independent directors. the independent directors of our board meet as a group at least annually. non-management directors meet as a group at least twice a year. our independent lead director position rotates annually among the audit, compensation, corporate governance and nominating committee chairmen. the lead director chairs any meetings held by the independent directors. john m. toups, the cotb of our compensation committee, served as our independent lead director for calendar year 2009. robert c. butler, the cotb of our corporate governance committee, assumed the independent lead director role for the 2010 calendar year. effective february 4, 2009, mr. schar relinquished his executive officer title but remains as the cotb . as a result, since that date, our board is comprised solely of non-management directors. interested parties can obtain the method to communicate with the lead director or the non-management or independent directors as a group on our website at in june 2005, we separated the roles of the cotb and the CEO . board committee composition our board has the following six committees: audit, compensation, corporate governance, executive, nominating, and qualified legal compliance. each committee, other than the executive committee, meets at least annually to review its charter. during 2009, the full board of directors met seven times, the audit committee met six times, the compensation committee met five times, the nominating committee met three times, the corporate governance committee met twice, and the qualified legal compliance committee met once. the executive committee did not meet during 2009. our non-management directors met twice during 2009 in executive session without the presence of management, and the independent directors met once. each of our board members attended at least 75% of our board meetings and their respective committee meetings during 2009. further, each of our board members and each then-standing director attended the 2009 annual meeting of shareholders. our board requires that our board members attend each board and committee meeting in person. our board of directors further requires that all current board members and all nominees for election to our board of directors put forth in our proxy statement by our board attend in person our annual meeting of shareholders, unless personal circumstances affecting such board member or director nominee make such attendance impractical or inappropriate. board role in risk oversight our board provides constant oversight of our business risks and operational performance through regularly scheduled board and committee meetings, as well as through frequent and informal communications between management and the board. further, our bylaws and each of the various board committee charters (referenced above and discussed in detail below) provide additional detail regarding the areas, duties and functions for which the board or a board committee provides specific oversight of specified areas of risk. that oversight includes a variety of operational and regulatory matters, including: the approval of the annual business plan and the periodic review of our actual performance in comparison to the approved plan, approval of all short-term and long-term management incentive compensation plans, review and analysis of our operational and financial performance compared to our peer group, review of our five year business plan, review of management succession planning throughout our entire organization for key management positions, a review of our response to new laws, rules or regulations to which we are subject, direct oversight of our internal audit function and our whistleblower hotline and many other items. following is a discussion of how the board oversees certain of our more significant business risks:",1
916,906192,2010,"our current structure has a separate ceo and  cotb . our board of directors does not have a policy regarding the separation of the roles of ceo and  cotb . the board believes it is in the best interests of the company to make that determination in a manner that it believes best provides appropriate leadership for the company at the time, based on the circumstances and direction of the company and the membership of the board. dr. stanton d. sloane is our president and ceo and is responsible for setting our strategic direction and for day-to-day leadership and performance of our company. ernst volgenau serves as the  cotb . our  cotb  provides input to the ceo , sets the agenda for board meetings, and presides over meetings of the full board of directors as well as presides over certain executive sessions of the board of directors. the board of directors believes this is the most appropriate structure for the company at this time, as it permits the president and ceo to focus his attention on managing our day-to-day business and enhances the ability of the board of directors to provide oversight of the company's management and affairs. our board of directors has a policy that in the event that the  cotb  is not an independent director, the governance committee will nominate an independent director to serve as lead director, who will be approved by a majority of the independent directors. the lead director is responsible for presiding over certain executive sessions of the board of directors. during fiscal 2010, mr. klein served as lead director. the company has an enterprise risk management program that engages the company's management and the board of directors. the entire board of directors discusses major risks, meeting with appropriate management in executive sessions. the entire board of directors is regularly involved and informed through committee reports about such risks. the audit and finance committee is responsible for overseeing risks relating to our financial, legal compliance and internal audit. the compensation and personnel committee is responsible for overseeing risks relating to our compensation practices, policies and programs. the governance committee is responsible for overseeing risks associated with the independence of the board of directors and potential conflicts of interest.",0
917,906326,2010,"the board of directors has determined that maintaining the positions of  cotb  and ceo as independent positions is in the best interest of the shareholders at this time. accordingly, mr. conrad serves as  cotb , while mr. dimino serves as our ceo and president. the board believes that mr. conrad's attention to board and committee matters allows mr. dimino to focus more specifically on overseeing the company's day to day operations as well as strategic opportunities and planning. although the board believes that the separation of the roles of  cotb  and ceo is appropriate in the current environment, our corporate governance guidelines do not require us to take this approach, and provide us with the flexibility to change our board leadership structure as our business and industry, and corporate governance practices more generally, evolve.",0
918,907649,2012,"your board of directors believes that the adoption of each of the proposals is in the best interests of all stockholders. president,  ceo , and a director since 1992,  cotb  from 1992 through 2003. co-founder with his brother, andrew w. pierce, of our predecessor, frontier exploration company. executive capacities with privately held oil and gas companies since 1979 and an attorney with more than 30 years of experience in natural resources, securities, and international business law. the board believes mr. pierce should serve as a director because of his leadership and strategic vision for the company.",0
919,909111,2010,"mr. thomas h. lowder was re-appointed our ceo effective december 30, 2008, and has served as  cotb  of our board of trustees since our formation in july 1993. mr. lowder also served as our president and ceo from july 1993 until april 2006. he also was president and ceo of colonial properties, inc., our predecessor, since 1976, and, since that time, has been actively engaged in the acquisition, development, management, leasing and sale of multifamily, office and retail properties for our company and our predecessors. periodically, the governance committee gives consideration to whether the combined role of the  cotb  and ceo continues to be appropriate for our company. the governance committee, with the consensus of the other independent directors, have concluded that mr. lowder's long tenure with our company provides a stable leadership that is beneficial to us and our shareholders. in particular, the board recognizes that, given mr. lowder's familiarity with our properties and day-to-day operations and his long-standing experience with our company, it is valuable to have him lead board discussions. further, the board believes that our lead trustee is effective in mitigating any potential conflict of interest that might arise from the combined  cotb / ceo  position. in particular, the board recognizes that the lead trustee is actively engaged in setting board agendas, stays apprised of the important aspects of our business and presides over executive sessions of the non-management trustees at least once a quarter.",1
920,909791,2012,"the board does not have a policy regarding the separation of the roles of ceo and  cotb  as the board believes it is in the best interests of the company to make that determination from time to time based on the position and direction of the company and the membership of the board. the board has determined that having the company's ceo serve as  cotb  is in the best interest of the company's shareholders at this time. this structure makes the best use of the  ceo 's extensive knowledge of the company and its industries, as well as fostering greater communication between the company's management and the board. the board has appointed mr. timmins to act as the lead outside director, and mr. timmins presides over and directs the board's independent sessions. ",1
921,909832,2010,"board structure . the corporate governance guidelines provide that the board does not require the separation of the offices of the  COTB  and the CEO and shall be free to choose its  COTB  in any way that it deems best for the company at any given point in time. currently the positions of  COTB  and CEO are filled separately by mr. brotman and mr. sinegal. the board believes that this structure, which has its origins in the joint role of the two men in founding and driving the growth and success of the company, has operated effectively for more than a decade. in addition, the board believes that it obtains effective additional board leadership through the role of the lead independent director, currently filled by hamilton e. james. ",1
922,910073,2010,"board leadership structure and board's role in risk oversight. while the offices of  COTB  and president and CEO are not separated, the board has created the office of the presiding director to enhance board independence and oversight. the board has designated the  COTB  of the nominating and corporate governance committee to serve as the board's lead independent director. among other things, the presiding director is responsible for: serving as the presiding director to chair the board's executive sessions; assisting the board in assuring compliance with, and implementation of, the company's corporate governance guidelines; providing advice with respect to the selection of committee chairs; coordinating the agenda for, and moderating sessions of, the board's independent directors; and acting as principal liaison between the independent directors and the  COTB  on important issues. the presiding director assists the  COTB  with his board duties, thereby allowing him to better focus on his growing responsibilities as president and CEO of running the company, enhancing shareholder value, and expanding and strengthening our franchise. donald m. blake currently serves as the presiding director. mr. blake is independent under the listing requirements of the new york stock exchange. risk is inherent with every business, and how well a business manages risk can ultimately determine its success. we face a number of risks, including credit risk, interest rate risk, liquidity risk, operational risk, strategic risk, and reputation risk. management is responsible for the day-to-day management of risks the company faces, while the board, as a whole and through its committees, has responsibility for the oversight of risk management. in its risk oversight role, the board of directors has the responsibility to satisfy itself that the risk management processes designed and implemented by management are adequate and functioning as designed. to do this, the  COTB  meets regularly with management to discuss strategy and the risks facing the company. senior management attends the board meetings and is available to address any questions or concerns raised by the board on risk management and any other matters. the  COTB  and independent members of the board work together to provide strong, independent oversight of the company's management and affairs through its standing committees and, when necessary, special meetings of independent directors. procedures to be followed by shareholders in recommending director candidates. it is the policy of the nominating and corporate governance committee to consider director candidates recommended by shareholders who appear to be qualified to serve on the board. the nominating and corporate governance committee may choose not to consider an unsolicited recommendation if no vacancy exists on the board of directors and the nominating and corporate governance committee does not perceive a need to increase the size of the board of directors. to avoid the unnecessary use of the nominating and corporate governance committee's resources, the nominating and corporate governance committee will consider only those director candidates recommended in accordance with the procedures set forth below. to submit a recommendation of a director candidate to the nominating and corporate governance committee, a shareholder should submit the following information in writing, addressed to the  COTB  of the nominating and corporate governance committee, care of the corporate secretary, at the main office of the company: the name of the person recommended as a director candidate; all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors pursuant to regulation 14a under the securities exchange act of 1934, as amended; the written consent of the person being recommended as a director candidate to being named in the proxy statement as a nominee and to serving as a director if elected; the name and address of the shareholder making the recommendation, as they appear on the company's books; provided, however, that if the shareholder is not a registered holder of the company's common stock, the shareholder should submit his or her name and address along with a current written statement from the record holder of the shares that reflects ownership of the company's common stock; a statement disclosing whether such shareholder is acting with, or on behalf of, any other person and, if applicable, the identity of such person; and such other information as the company may require in accordance with its established nomination procedures then in effect. in order for a director candidate to be considered for nomination at the company's annual meeting of shareholders, the recommendation must be received at the principal executive office of the company not less than 90 days prior to the date of the meeting; provided, however, that in the event that less than 100 days notice or prior disclosure of the date of the annual meeting is given or made to shareholders, notice by the shareholder to be timely must be so received not later than the close of business on the 10th day following the day on which such notice of the date of the meeting was mailed or such public disclosure was made. code of business conduct and ethics. the company maintains a code of professional conduct applicable to all company, community bank, and commercial bank employees that sets forth requirements relating to ethical conduct, conflicts of interest, and compliance with the law. the code of professional conduct requires that the banks employees avoid conflicts of interest, comply with all laws and other legal requirements, conduct business in an honest and ethical manner, and otherwise act with integrity and in the company's and the banks best interests. the  CEO , chief operating officer, and chief financial officer are bound by the code of professional conduct. in addition, the board of directors has adopted a code of business conduct and ethics for the  CEO , chief operating officer, and chief financial officer of the company. a copy of that code, which also applies to the directors and all other employees of the company, is available, free of charge, on the corporate governance pages of our website, www.mynycb.com, and is available in print to any shareholder who requests a copy. communication with the board of directors. shareholders and other parties interested in communicating directly with the presiding director or with the non-management directors as a group may do so by writing to: presiding director, new york community bancorp, inc., 615 merrick avenue, westbury, new york 11590. letters addressed to the presiding director will be opened by the company's corporate secretary, who will review them and forward a summary of such correspondence to the presiding director and, if applicable, the board. if the corporate secretary determines that an item of correspondence relates to the functions of the board or its committees, or otherwise requires their attention, he will direct the item itself to the presiding director or other board members. directors may at any time review a log of all correspondence received by the company that is addressed to the presiding director as provided above and request copies of any correspondence. additional information ",0
923,910322,2015,"the position of  cotb  is held by mr. palleschi, an independent director. as the  cotb , mr. palleschi provides leadership to the board and works with the board and executive management to define the board's structure and coordinate its activities in the fulfillment of its responsibilities. in addition, he presides over periodic executive sessions of the independent directors of the board, coordinates the agenda for meetings of the independent directors, serves as a liaison between the independent directors and management and outside advisors, and makes periodic reports to the board regarding the actions and recommendations of the independent directors. mr. redman serves as president and  ceo . as such, he has general charge, supervision and management of the business affairs of afc, and is responsible for assuring that policy decisions of the board are implemented as adopted. he, in conjunction with the board, is responsible for the development and implementation of afc's strategic plan and in exploring other growth opportunities. the independent directors periodically review afc's leadership structure and believe, as a general matter, that the current board leadership structure is appropriate for afc. while the corporate governance guidelines permit the positions of  cotb  and ceo to be combined, the board believes that continuing the separation of the  cotb  and ceo functions will allow mr. redman to focus his attention on guiding afc and the association through the current difficult regulatory and economic environment, while a separate  cotb  can devote full attention to board leadership functions.",0
924,910606,2014,"our board does not have a policy on whether the same person should serve as both the ceo and  cotb  or, if the roles are separate, whether the  cotb  should be selected from the non-employee directors or should be an employee. our board believes that it should have the flexibility to periodically determine the leadership structure that it believes is best for the company. the board believes that its current leadership structure, with mr. stein serving as both ceo and board  cotb , is appropriate given mr. stein's past experience serving in these roles, the efficiencies of having the ceo also serve in the role of  cotb  and our strong corporate governance structure. pursuant to our governance guidelines, whenever the  cotb  is an employee of the company, the board elects a lead director from its independent directors. the lead director is currently mr. schweitzer. the  cotb  and ceo consults periodically with the lead director on board matters and on issues facing the company. in addition, the lead director serves as the principal liaison between the  cotb  and the independent directors and presides at an executive session of non-management directors at each regularly scheduled board meeting. ",1
925,911002,2010,"leadership structure the CEO of the company also acts as the  COTB . the board of directors has determined that the size of the company and the nature of its business make the appointment of an independent cotb less efficient and more expensive. the board of directors has, however, designated the chair of the governance and nomination committee as the lead director to perform the following functions, which are   designed to ensure that the independent directors play an active role in corporate governance. the lead director is responsible for (a) setting the agenda for and leading executive sessions of the independent directors (which are held on a regular basis); (b) briefing the CEO on issues arising in the executive sessions; (c) collaborating with the CEO in the setting of board agendas; (d) seeking agenda items from other independent directors; (e) facilitating discussion among the independent directors on key issues and concerns outside of board meetings, (f) serving as a non-exclusive conduit to the CEO of views, concerns, and issues of the independent directors; (g), calling meetings of the independent directors, and (h) suggesting that the chair call full board meetings when appropriate. ",0
926,911109,2010,"board leadership structure. our corporate governance guidelines provide that the board may select either a combined CEO and cotb or appoint a cotb who does not also serve as CEO . currently, our CEO also serves as cotb and, as discussed above, our independent directors also elect a lead independent director. the board believes this leadership structure is best for the company at the current time, as it provides the company with a CEO and cotb with a long history of service in a variety of positions and who is, therefore, deeply familiar with the history and operations of the company. the board also believes that the current leadership structure provides independent oversight and management accountability through regular executive sessions of the independent directors that are mandated by our corporate governance guidelines and which are chaired by the lead independent director, as well as through a board composed of a majority of independent directors. board role in risk oversight. the board is actively involved in oversight of risks that could affect the company. this oversight is conducted primarily through committees of the board, as disclosed in the descriptions of each of the committees below and in the charters of each of the committees, but the full board has retained responsibility for general oversight of risks. the board satisfies this responsibility through reports by each committee chair regarding the committee's considerations and actions, as well as through regular reports directly from officers responsible for oversight of particular risks within the company. ",0
927,911160,2010," in accordance with the listing standards of the nasdaq stock market llc, or nasdaq, and our corporate governance guidelines, the board of directors must consist of a majority of independent directors. the board has determined that messrs. dileo, gardner, harding, jabbar, skrzypczak, van der kaay and wilkinson each satisfy the definition of independent director under these nasdaq listing standards. the board performed a review to determine the independence of its members and made a subjective determination as to each of these independent directors that no transactions, relationships or arrangements exist that, in the opinion of the board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director of rfmd. in making these determinations, the board reviewed the information provided by the directors and rfmd with regard to each director's business and personal activities as they may relate to rfmd and its management. as described in the corporate governance guidelines, the board has a general policy that the roles of  cotb  and ceo should be separated, and the  cotb  should be a non-employee independent director. the board believes this separation of roles promotes communication between the board, the ceo and other senior management and enhances the board's oversight of management. we believe our leadership structure provides increased accountability of our ceo to the board and encourages balanced decision-making. we also separate the roles in recognition of the differences in the roles. while the ceo is responsible for the board believes our current leadership structure with an independent, non-employee  cotb  is appropriate for rfmd and provides many advantages to the effective operation of the board. ",0
928,911177,2012,"set forth below for each director, including the director nominees, is information as of july 31, 2012 with respect to (a) her or his name and age, (b) her or his position and offices at casella waste systems, inc., if any, (c) her or his principal occupation and business experience during at least the past five years, (d) her or his directorships, if any, of other publicly-held companies, held currently or during the past five years, and (e) the year she or he became a member of our board. we have also included information below regarding each director's specific experience, qualifications, attributes and skills that led our board to the conclusion that she or he should serve as a director of casella waste systems, inc. we believe that mr. john casella, our  ceo , is best situated to serve as  cotb  of our board because he is the director most familiar with our business and industry and is therefore best positioned, together with the lead director, to establish the board's agenda and fulfill the other responsibilities of the  cotb . as our founder and our ceo since 1993, mr. john casella has been an integral part of the leadership of our board, and his strategic vision has helped to guide our growth and performance. in 2003, our board established the position of lead director. mr. peters was elected lead director by the independent members of our board in 2003 and he has served in that role ever since. the responsibilities of the lead director are included in our corporate governance guidelines, which are posted on the corporate governance page of the investor relations section of our website, to elect the following nominees as directors of the company:",1
929,911583,2011,"the board does not have a policy on whether or not the roles of ceo and  cotb  should be separate and, if they are to be separate, whether the  cotb  should be selected from the non-employee directors or be an employee. the board believes that it should be free to make a choice from time to time in any manner that is in the best interests of the company and its shareholders. currently, mr. kirkland serves as a director and the  cotb  and mr. messina serves as a director and  ceo . the board of directors believes this is the most appropriate structure for the company at this time as it makes the best use of messrs. kirkland's and messina's skills and experience.",0
930,911635,2011,"the current leadership structure of the company's board of directors combines the positions of ceo (the ceo ) and  cotb  and balances such combination with an independent lead director. mr. friedman currently serves as the ceo and  cotb . as the individual with primary responsibility for managing the company's day-to-day operations, the board of directors believes he is best positioned to chair regular meetings of the board of directors and lead discussions regarding long-term strategic plans and principal business issues. the board of directors believes the combined structure, coupled with an independent lead director, ensures that the board of directors is presented with the information required for it to fulfill its responsibilities while also providing independent oversight and accountability of management. the board of directors believes that the current leadership structure contributes to making meetings of the board of directors as productive and effective as possible. the non-employee directors of the board of directors regularly meet in executive session without management. the non-employee directors have chosen mr. schwarz to serve as independent lead director and to preside at meetings of non-employee directors. the independent lead director serves as a liaison between the  cotb  and other directors.",1
931,911650,2013,"we currently separate the roles of ceo ( ceo ) and  cotb  (  cotb  ). our corporate governance documents allow the board flexibility in determining at any particular time the most appropriate leadership structure in order to serve the interests of the shareholders and meet our business needs. the ceo focuses on the strategic direction and day-to-day operation and performance of the company. the  cotb  focuses on the functioning of the board in its oversight responsibilities, sets meeting agendas, presides over board meetings, and acts as the liaison to the board regarding issues between the independent directors and management. because the roles of ceo and  cotb  are separate, the board has determined that there is no current need to appoint a lead director.",0
932,912093,2012,"the board has determined that it is in the best interests of the company to maintain the board chairperson and ceo positions separately. the board believes that having an outside, independent director serve as chairperson is the most appropriate leadership structure, as this enhances its independent oversight of management and the company's strategic planning, reinforces the board's ability to exercise its independent judgment to represent stockholder interests, and strengthens the objectivity and integrity of the board. moreover, an independent chairperson can more effectively lead the board in objectively evaluating the performance of management, including the  ceo , and guide it through appropriate board governance processes. ",0
933,912093,2012,"the board has determined that it is in the best interests of the company to maintain the board chairperson and ceo positions separately. the board believes that having an outside, independent director serve as chairperson is the most appropriate leadership structure, as this enhances its independent oversight of management and the company's strategic planning, reinforces the board's ability to exercise its independent judgment to represent stockholder interests, and strengthens the objectivity and integrity of the board. moreover, an independent chairperson can more effectively lead the board in objectively evaluating the performance of management, including the  ceo , and guide it through appropriate board governance processes. ",0
934,912263,2010,"pursuant to our current corporate governance guidelines, our board  cotb  is required to be an independent director, and the roles of ceo and  cotb  may not be held by one individual. historically our former ceo had held the role of board  cotb . however, since our former  ceo 's retirement in 2007, the position of board  cotb  has been held only by a non-management director. tsutomu kajita, one of our former non-management directors and an aeon executive, held the  cotb  position from july 2008 until july 2009, at which time gary m. pfeiffer, one of our independent directors and our lead director, assumed the role. at that time, aeon had become a significant creditor of the company, and as a matter of good corporate governance, the board felt it appropriate to appoint an independent director to the  cotb  position. mr. pfeiffer is our current board  cotb . the company feels this structure is appropriate at this time because it is beneficial to have an independent  cotb  whose responsibility to the board is leading the board and focusing on the board's oversight responsibilities while allowing our ceo to focus on the operations of the company and strengthening our business as we continue our strategic turnaround. as agreed in the stipulation, the offices of  cotb  and ceo will continue to be separated at least until the 2013 annual meeting of shareholders.",0
935,912463,2010,"board leadership structure and risk oversight the company's governance guidelines provide that the board should be free to determine, in any manner that it deems best for the company from time to time, whether the role of  COTB  and CEO (""ceo"") should be separate. since the company became public in 1996, the roles of  COTB  and CEO have been performed by one or both of maurice marciano, a founder of the company in 1981, and paul marciano, a senior executive of the company since just two months after its inception. between 1999 and 2007, they shared the duties of co-chairmen and co-ceos. since 2007, mr. maurice marciano has served as an executive  COTB  and mr. paul marciano has served as ceo. the board believes that this is currently the most effective leadership structure for the company, striking an appropriate balance between strong and consistent leadership and independent and effective oversight of the company's business and affairs. to promote the independent and effective oversight of the board and management, the board has appointed a lead independent director, currently alex yemenidjian, to facilitate free and open discussion and communication among the independent directors. the lead independent director presides at all executive sessions of the board at which only independent directors are present. these executive sessions are held to discuss various issues and matters of concern to the board, including the effectiveness of management, the company's performance and the company's strategic plans. the executive sessions are generally held in conjunction with the regularly scheduled quarterly meetings of the board, but may be called at any time by our lead independent director or any of our other independent directors. our lead independent director typically sets the agenda for these executive sessions with input from the other independent directors and discusses issues that arise from those sessions with our  COTB  or other members of management, as appropriate. the company also has strong corporate governance structures and processes that are intended to ensure that its independent directors will continue to effectively oversee key issues such as strategy, risk and integrity. each of the committees of the board is composed solely of independent directors. consequently, independent directors oversee such critical matters as the integrity of the company's financial statements, the compensation of senior executives, liquidity and capital resource allocation, the selection and evaluation of directors, and the development and implementation of corporate governance programs. board committees routinely have independent sessions among their members without management to discuss issues and matters of concern to the committees. at committee and board meetings throughout the year, management discusses the risk exposures identified as being most significant to the company and the related actions that management may take to monitor such exposures. the audit committee, in particular, discusses with management the risk assessments and risk management policies relating to a variety of risks, including certain financial, operational, it and compliance risks. the board typically focuses on matters relating to overall strategic risks. in addition, the compensation committee and management consider, in establishing and reviewing our compensation arrangements for executives and other employees, whether these arrangements encourage unnecessary or excessive risk taking and we believe that they do not. in particular, our executive compensation program reflects a balanced approach using both quantitative and qualitative assessments of performance without putting an undue emphasis on a single performance measure. base salaries are fixed in amount and thus do not encourage risk taking. while maximum bonus opportunities under our annual bonus plan and maximum annual equity award grant levels for our named officers are based on our earnings from operations, executives' actual bonuses and actual equity award levels within these maximums are determined by the compensation committee in its discretion and the compensation committee may consider multiple company and individual performance and other factors in making its determinations. in addition, equity awards make up a substantial portion of each of our executive's total compensation opportunity and these awards further align executives' interests with those of our shareholders. we believe that these awards do not encourage unnecessary or excessive risk taking because the ultimate value of the awards is tied to our stock price, and because grants are subject to long-term vesting schedules to help ensure that executives always have significant value tied to long-term stock price performance. our current practice is to grant executives a mixture of options and restricted stock. the compensation committee believes this mixture provides an appropriate balance between the goals of increasing the price of our common stock (as stock options only have value if the stock price increases after the option is granted) and avoiding risks that could threaten our growth and stability (as restricted stock is exposed to decreases in our stock price). potential risks are also mitigated by the significant amounts of our common stock that are owned or beneficially owned by messrs. maurice and paul marciano and, as outlined in the ""compensation discussion and analysis"" section below, our stock ownership guidelines applicable to certain other senior executives. ",1
936,912595,2010,"at the 2008 annual meeting of shareholders, the board of directors asked shareholders to authorize an amendment of our charter to move from a staggered board structure to annual elections of directors. the proposal would allow the directors to serve out their then current terms. the shareholders approved the amendment and the board of directors is now destaggered. as a result, messrs. norwood and sansom are currently serving out the remainder of previously elected multiple year terms which will expire at the 2010 annual meeting of shareholders. at the 2010 annual meeting of shareholders, shareholders are being asked to elect messrs. bolton, graf, grinalds, horn, sanders, sansom, norwood, and wadsworth to serve until the 2011 annual meeting of shareholders or until their successors are duly elected and qualified. effective with the 2010 annual meeting of shareholders, all director nominees will be elected to one year terms. the affirmative vote of a plurality of the votes cast at the annual meeting, in person or by proxy, is required to elect the nominees as directors.",1
937,912615,2010,"although the board of directors does not combine the role of  cotb  and the role of  ceo , richard a. hayne, the current  cotb , is also an executive officer of the company, serving as president. the board of directors believes this is the most efficient and effective leadership structure for the company at this time. mr. hayne is the co-founder of the company and has been its  cotb  since the company's incorporation in 1976, and as such the board of directors believes that he is uniquely qualified through his experience and expertise to be the person who generally sets the agenda for, and leads discussions of, strategic issues for the company at the board level. mr. hayne has been instrumental in the company's historical success, and is in large part responsible for the company's substantial growth since its inception. of independent directors, with the ceo and the president/ cotb  as the only management directors; (ii) following most board meetings, the independent directors meet in executive session without the ceo and the president present to review, among other things, the performance of the ceo and the president; (iii) various committees of the board perform oversight functions independent of management, such as the integrity of the company's financial statements, senior executive compensation (including the compensation of the ceo and the president), and the selection and evaluation of directors, and these committees are comprised of only independent directors. accordingly, the board of directors believes that requiring that the  cotb  be a non-management director would weaken the company's leadership structure without providing any added benefit beyond that already achieved by its existing governance structure. we believe that we have adequately addressed the matters raised in the proposal and, for the foregoing reasons, the board of directors unanimously believes that this proposal is not in the best interests of the company or our shareholders, and recommends that you vote against proposal 3. proxies solicited by the board of directors will be voted against this proposal unless a shareholder has otherwise indicated in voting the proxy. ",0
938,912750,2011," we historically have combined the roles of  cotb  and  ceo , other than for periods of time after the retirement of a  ceo . mr. trice retired as our ceo in may 2009, and agreed to continue to serve as our  cotb  in a non-executive capacity for a transition period until our 2010 annual meeting. lee k. boothby was appointed to succeed mr. trice as ceo upon mr. trice's retirement in may 2009. thereafter, our nominating & corporate governance committee and the other independent members of our board of directors evaluated the appropriate leadership structure for our company. as part of their evaluation, they considered our past leadership structures, the leadership structures of peer companies in our industry, corporate governance trends and mr. boothby's development as our president and  ceo . after considering all of these factors, our nominating & corporate governance committee recommended, and our board of directors approved, the appointment of mr. boothby to serve as our  cotb  and mr. burguieres to serve as our independent lead director beginning may 7, 2010. at this time, our nominating & corporate governance committee and board believe that combining the role of ceo and  cotb  continues to be appropriate for us in light of our historical success using this structure, the comparability of this leadership structure with those used at our peer companies, and mr. boothby's performance as  cotb , president and ceo during 2010. the board believes that having the ceo also serve as  cotb  provides the company with a clear leadership structure, provides the board with valuable insight into the company's operations and strategies from management's perspective and facilitates the flow of information between management and the board. the board also believes that this leadership structure ensures the appropriate level of independent oversight because: . section 162(m) of the internal revenue code of 1986, as amended, generally disallows a tax deduction to a public company for compensation paid to its ceo or any of its four other most highly compensated executive officers to the extent that the compensation of any of these officers exceeds $1 million in any calendar year. qualifying performance-based compensation is not subject to the deduction limit. the c&mdc's primary goal is to design compensation strategies that it believes further the best interests of our company and our stockholders, and meet the compensation objectives described above. the performance-based restricted stock awards that the c&mdc began granting to executive officers in 2010 are designed to qualify as performance-based compensation for purposes of section 162(m). no other components of our compensation awarded in 2010 currently qualify as performance-based compensation for purposes of section 162(m). the compensation discussion and analysis begins on page 28 of this proxy statement, which is followed by the executive compensation tables. as discussed there, the board of directors believes that the company's long-term success depends in large measure on the talents of our employees. the company's compensation system plays a significant role in our ability to attract, retain, and motivate the highest quality employees. the board believes that its current compensation program directly links executive compensation to performance, aligning the interests of our executive officers with those of our stockholders. the board of directors recommends that the advisory vote on executive compensation be held every three years. the board believes that a triennial vote complements our goal to create a compensation program that enhances long-term stockholder value. as described in the section titled compensation discussion and analysis, our executive compensation program is designed to motivate executives to achieve short-term and long-term corporate goals that enhance stockholder value. to facilitate the creation of long-term, sustainable stockholder value, certain of our compensation awards are contingent upon successful completion of multi-year performance and service periods. a triennial vote will provide stockholders the ability to evaluate our compensation program over a time period similar to the periods associated with our compensation awards, ",1
939,912833,2013,"ms. richter is being re-nominated as a director because with her long career in public accounting and expertise in the accounting and finance areas, including a client-base in the retail industry, her experience in international operations, her service on another public company board, and her experience in reviewing internal controls, tax saving strategies, potential fraud, acquisitions and reorganizations, she possesses a keen understanding of complex financial accounting issues which provides the board with an overall business and financial leadership perspective. in addition, ms. richter has vast experience in financial planning and investment and capital structure strategies, along with risk management and compliance matters, which enables her to make valuable contributions in her role as chair of our audit and finance committee. in 2012, ms. richter received her board leadership fellow certification from the national association of corporate directors.by policy, we separate the roles of ceo and  cotb  in recognition of the differences between the two roles. our ceo , matthew l. hyde, is responsible for setting our strategic direction and the day to day leadership and performance goals, while our  cotb , randy repass, provides guidance to the ceo , sets the agenda for board meetings and generally presides over meetings of the full board. ",0
940,914024,2010,"as provided by the company's articles of incorporation, the board shall consist of no fewer than three nor more than 15 directors, the exact number of directors to be determined from time to time by the board, or by the affirmative vote of shareholders of 50% or more of the voting power of our common stock. the board currently authorizes eight directors and the nominating and corporate governance committee has recommended to the board, and the board has unanimously nominated, eight individuals for election as directors at the annual meeting. each of the director nominees has been previously elected by our shareholders. each director nominee is to be elected to hold office until the next annual meeting of shareholders or until his successor is elected and qualified; provided, however, that if the number of directors is ever increased to 12 or more, then, pursuant to article iii, section 2 of the company's by-laws, at the next shareholders meeting at which directors are to be elected, the board will be divided into three classes, and directors will serve staggered three-year terms. the enclosed proxy card provides the proxies with discretionary power with respect to the election of the nominees for director listed in this proxy statement, but does not provide the proxies with any authority to vote for the election of any person as a director other than the persons named in this proxy statement unless, for reasons we are unaware of as of the date hereof, one or more of the nominees should become unavailable. in that event, we intend that the proxies would vote for one or more substitute nominees designated by the board prior to the annual meeting. the board has no reason to believe that any director nominee will be unable or unwilling to serve. to be elected as a director, a nominee must receive a plurality of shareholder votes cast at the annual meeting. the eight nominees receiving the most votes will be elected as members of the board. the biographical summaries below include information each director nominee provided about his professional background and qualifications. our nominating and corporate governance committee identifies individuals qualified to become members of the board based on criteria delineated in the company's corporate governance principles. information about the number of shares of our common stock owned by each director nominee as of november 30, 2010, is set forth under section title security ownership of management and non-employee directors. j.m. bernhard, jr. currently serves as both our  cotb  and  ceo . the board does not have a policy regarding the separation of the roles of  cotb  and  ceo . the board believes that its current leadership structure is in the company's best interest and will continue to make this determination based on regular assessments of the company's current condition and the board's overall composition. the board has determined that j.m. bernhard, jr., the company's founder and the individual with primary responsibility for managing the company's operations, is highly qualified to serve in the combined role because he is best positioned to lead board meetings, facilitate discussion, and provide direction on key business and strategy matters. the board believes that having mr. bernhard act in both roles is in the best interest of our shareholders at this time because it makes the best use of mr. bernhard's extensive knowledge of the company and our industry, as well as fostering greater communication between management and the board. the company's corporate governance principles provide that when the  cotb  is not an independent director, the  cotb  of the nominating and corporate governance committee shall serve as the lead director, unless a majority of the independent directors designate another independent director to serve as lead director. the primary duties of the lead director are to: (i) preside over executive sessions of the independent directors and any board meetings when the  cotb  is not present; (ii) assist the  cotb  with the preparation of the agenda for board meetings and committee meetings; (iii) serve as liaison between the independent directors and the company and the  cotb  and the  ceo ; and (iv) engage in communications with shareholders as requested by the board. mr. hoyle currently serves as our lead director. our independent directors met separately four times during fiscal year 2010 in non-management executive sessions. the  cotb  of our nominating and corporate governance committee, secretary hoyle, in his capacity as lead director, served as presiding director at each meeting of the independent directors during fiscal year 2010. the independent directors will continue to meet in executive sessions without any members of management or any non-independent directors being present, pursuant to the rules promulgated by the nyse. ",1
941,914025,2014,"we have a policy set forth in our corporate governance guidelines requiring that the roles of chair of the board and the ceo (' ceo  ') be separate. the chair of the board is, at all times, selected from our non-employee directors. the board has determined that this structure of corporate governance is appropriate for our company at this time and believes it is considered a good governance practice by our stockholders. this structure allows the ceo to focus on the overall strategy and execution of our business and the board to focus on plantronics' governance, including management of the board agenda, making major strategic decisions, assessing the performance of the ceo and management, and overseeing our strategy and execution. however, no single leadership model is right for all companies or at all times. the board recognizes that, depending on the circumstances, other leadership models might be appropriate. accordingly, the board periodically reviews its leadership structure. the board has determined that, except for ken kannappan, each of the current directors is independent under the rules of the new york stock exchange ('nyse'). in determining director independence, not only were relationships between each director and plantronics considered, but also relationships between plantronics and organizations with which each director is affiliated. after review of relevant facts and circumstances, the board determined that except for mr. kannappan none of our directors has a material relationship with plantronics (directly or as a partner, stockholder, or officer of an organization that has a relationship with us), other than as a director of plantronics, and that each is free from any relationship that would impair his ability to exercise independent judgment. mr. tseu is the chair of the board and presides at executive sessions of the independent directors.",0
942,914156,2014,"as noted above, our board of directors is currently comprised of eight directors, six of whom are independent under applicable standards. assuming the nominees are elected at the meeting, six of the company's eight directors will be independent under applicable standards. mr. r. jeffrey bailly has served as ceo and member of the board since january 1, 1995. he has served as  cotb  since 2006. we recognize that different board leadership structures may be appropriate for companies in different situations and believe that no one structure is suitable for all companies. we believe our current board leadership structure is optimal for us because it demonstrates to our employees, suppliers, customers, and other stakeholders that ufp technologies is under strong leadership, with a single person setting the tone and having primary responsibility for managing our operations. having a single leader for both the company and the board of directors eliminates the potential for confusion or duplication of efforts, and provides clear leadership for the company. because the positions of  cotb  and ceo are held by the same person, the board also believes it is appropriate for the independent directors to elect one independent director to serve as a lead independent director. in addition to presiding at executive sessions of independent directors, the lead independent director has the responsibility to: (1) coordinate with the  cotb  and ceo in establishing the agenda and topic items for board meetings; (2) retain independent advisors on behalf of the board as the board may determine is necessary or appropriate; and (3) perform such other functions as the independent directors may designate from time to time. mr. gould currently serves as the lead independent director, a position he has held since june 2004. we believe that our overall leadership structure, consisting of a single individual serving as ceo and  cotb , together with the number of independent, experienced directors that make up the majority of our board and the independent oversight of our lead independent director, benefits the company and its stockholders.",1
943,914208,2012,"as described in the guidelines, the company's business is conducted day-to-day by its officers, managers and employees, under the direction of the ceo and the oversight of the board, to enhance the long-term value of the company for its shareholders. the board is elected by the shareholders to oversee our management team and to assure that the long-term interests of the shareholders are being served. in light of these differences in the fundamental roles of the board and management, the company has chosen to separate the ceo and board  cotb  positions. the separation of these roles: (i) allows the board to more effectively monitor and objectively evaluate the performance of the  ceo , such that the ceo is more likely to be held accountable for his performance, (ii) allows the non-executive  cotb  to control the board's agenda and information flow, and (iii) creates an atmosphere in which other directors are more likely to challenge the ceo and other members of our senior management team. for these reasons, the company believes that this board leadership structure is currently the most appropriate structure for the company. nevertheless, the board may reassess the appropriateness of the existing structure at any time, including following changes in board composition, in management, or in the character of the company's business and operations. ",0
944,914208,2012," as described in the guidelines, the company's business is conducted day-to-day by its officers, managers and employees, under the direction of the ceo and the oversight of the board, to enhance the long-term value of the company for its shareholders. the board is elected by the shareholders to oversee our management team and to assure that the long-term interests of the shareholders are being served. in light of these differences in the fundamental roles of the board and management, the company has chosen to separate the ceo and board  cotb  positions. the separation of these roles: (i) allows the board to more effectively monitor and objectively evaluate the performance of the  ceo , such that the ceo is more likely to be held accountable for his performance, (ii) allows the non-executive  cotb  to control the board's agenda and information flow, and (iii) creates an atmosphere in which other directors are more likely to challenge the ceo and other members of our senior management team. for these reasons, the company believes that this board leadership structure is currently the most appropriate structure for the company. nevertheless, the board may reassess the appropriateness of the existing structure at any time, including following changes in board composition, in management, or in the character of the company's business and operations. ",0
945,914329,2010,". we have separated the  cotb  function from the ceo function. we believe that this structure enhances the board's oversight of management, strengthens the board's ability to communicate its views to management and otherwise enhances our governance. the board has charged the  cotb  with responsibility for developing board meeting agendas, facilitating communication between management and the board, representing board member views to management and improving meeting effectiveness, among other things. under our amended and restated bylaws, the  cotb  cannot be an officer of fei. our current  cotb , dr. parker, was elected for a three-year term beginning in may 2009 and ending on the date of the annual shareholder meeting in 2012. ",0
946,914536,2010," under the corporate governance tab found in the investor relations section, and a copy may be obtained by written request to our corporate secretary at sfn group, inc., 2050 spectrum boulevard, fort lauderdale, florida 33309. the board has determined that all of its current members and director nominee mr. gillespie are independent within the meaning of these standards, with the exception of roy g. krause, who is also our president and  ceo . the board also determined that a member of the board until his passing in march 2010, was independent within the meaning of these standards. the board has determined that each independent director has no material relationship with the company, other than in their capacity as an independent director and stockholder. adopted by the board. james j. forese serves as our  cotb  and roy g. krause serves as our president and  ceo . the board believes that this segregation avoids conflicts that may arise as the result of combining the roles, and effectively maintains independent oversight of management. (s) exempt person shall mean any person who or which would otherwise be an acquiring person but whose beneficial ownership (together with affiliates and associates of such person) of 4.9% or more of the company stock (i) would not, as determined by the board of directors of the company, in its sole discretion, jeopardize, endanger, or limit (in timing or amount) the availability of the tax benefits to the company, (ii) would not, as determined by the board of directors of the company, in its sole discretion, otherwise frustrate the amendment 7 purpose, or (iii) is otherwise determined by the board of directors of the company, in its sole discretion, to be in the best interests of the company ",0
947,915324,2012,"we separate the roles of ceo and chairperson of the board in recognition of the difference between the two roles. our ceo is responsible for setting our strategic priorities, in collaboration with the board of directors, representing telular at public functions and focusing on the development and execution of our strategies on a day-to-day basis. he is also responsible for our ongoing leadership and performance. the chairperson of the board provides guidance to the ceo and sets the agenda for board meetings and presides over meetings of the full board, which is responsible for evaluating the performance of the ceo and our other executive officers. the chairperson of the board focuses on board of directors oversight responsibilities, strategic planning and mentoring company officers.",0
948,915389,2010,"board leadership structure the  COTB  provides leadership to the board and works with the board to define its structure and activities in the fulfillment of its responsibilities. the company believes that the members of the board possess considerable experience and unique knowledge of the challenges and opportunities the company faces, and therefore are in the best position to evaluate the needs of the company and how best to organize the capabilities of our directors and senior executives to meet those needs. as a result, the company believes that the decision as to who should serve as  COTB  and as  CEO , and whether the offices should be combined or separate, is properly the responsibility of the board, to be exercised from time to time in appropriate consideration of then-existing facts and circumstances. our corporate governance guidelines provide the board the flexibility to determine whether or not the separation or combination of the  COTB  and CEO offices is in the best interests of the company. our current  CEO , james p. rogers, was appointed to the board on december 8, 2008, the date he was elected by the board to serve as CEO of the company (with such election being effective may 7, 2009). our current executive  COTB , j. brian ferguson, served as both our CEO and  COTB  until may 7, 2009, at which time his appointment as executive  COTB  became effective. given his recent years of service to eastman, his significant breadth and depth of knowledge of the company, and his current leadership in the chemical industry, as well as the efficiencies that his continued service to the company provides, the board deemed it appropriate that he continue to serve as executive  COTB  through 2010. in order to give a significant voice to our non-management directors, our corporate governance guidelines provide for executive sessions of our non-management directors at each regular meeting of our board. these guidelines specifically provide for the appointment of a presiding director to lead all executive sessions of non-management directors. in order to best manage such sessions, the presiding director of each such executive session is the chair of the committee with authority and expertise pertinent to the subject matters to be discussed or, if the subjects to be addressed do not directly pertain to one of the committees, a presiding director is appointed by the  COTB  on a rotating basis. the executive  COTB  and the chairs of the board committees serve as liaisons between management and the independent directors, approve information to be sent to the board and its committees, approve meeting agendas, and have the authority to call meetings. additionally, interested parties, including our stockholders, may communicate directly with non-management directors by mail or phone, with such communication being directed to the chair of the nominating and corporate governance committee. we believe that the foregoing structure, policies, and practices, when combined with the company's other governance policies and procedures, provide appropriate opportunities for oversight, discussion, and evaluation of decisions and direction from the board.   ",1
949,915389,2014,"the  cotb  provides leadership to the board and works with the board to define its structure and activities in the fulfillment of its responsibilities. the company believes that the members of the board possess considerable experience and unique knowledge of the challenges and opportunities the company may face from time to time, and therefore are in the best position to evaluate the needs of the company and how best to organize the capabilities of our directors and senior executives to meet those needs at any time. as a result, the company believes that the decision as to who should serve as  cotb  and as  ceo , and whether the offices should be combined or separate, is properly the responsibility of the board, to be exercised from time to time in appropriate consideration of then-existing facts and circumstances. our corporate governance guidelines provide the board the flexibility to determine whether or not the separation or combination of the  cotb  and ceo offices is in the best interests of the company. our current  ceo , mark j. costa, was appointed to the board on may 14, 2013, the date he was elected by the board to serve as ceo of the company (with such election being effective january 1, 2014). our current executive  cotb , james p. rogers, served as both ceo and  cotb  until january 1, 2014, at which time his appointment as executive  cotb  became effective. given his years of service to eastman, his significant breadth and depth of knowledge of the company and in the chemical industry, and the efficiencies that his continued service to the company provides, the board deemed it appropriate that he continue to serve as executive  cotb . in order to give a significant voice to our non-management directors and to reinforce effective, independent leadership on the board, under the company's bylaws and corporate governance guidelines a lead director is appointed by the board when the same person holds the ceo and  cotb  positions or if the  cotb  is not otherwise independent. the lead director's responsibilities, which are described in more detail in the company's corporate governance guidelines, include: calling, setting agendas for, and presiding over executive sessions of the non-management directors at each regularly scheduled meeting of the board, or at such other times as the non-management directors may determine; calling special meetings of the full board or the non-employee, independent directors; presiding over board meetings in the absence of the  cotb ; collaborating and consulting with the  cotb  and ceo and other senior management concerning and approving or directing the approval of agendas, schedules, and materials for board meetings; acting as a liaison between the independent directors and the  cotb ; and being available with the  cotb  for consultation and direct communication with stockholders. gary e. anderson served as lead director from january 2011 until may 2013, when the board appointed stephen r. demeritt as lead director. we believe that the foregoing structure, policies, and practices, when combined with the company's other governance policies and procedures, provide appropriate opportunities for oversight, discussion, and evaluation of decisions and direction from the board.",1
950,915735,2010,"our board does not have a specific policy on whether the positions of  cotb  and ceo should be held by different individuals or the same individual, nor does it have a policy regarding the appointment of a lead independent director. the board believes that it should have the flexibility to determine its leadership from time to time in a manner that will be in the best interests of our company and its stockholders. this determination will be based in part upon the individual who is serving as ceo and the composition of the board at that time. presently, scott crump, our founder, is serving as both  cotb  and ceo and has served in those capacities since the inception of our company. our board believes that mr. crump's experience of more than 20 years in this dual capacity affords him a unique ability to direct the corporate agenda and to implement company policies on a day-today basis. in light of the active involvement of our other directors in setting the agenda for board meetings, our board has determined that it is not necessary to appoint a lead independent director. our  cotb  circulates preliminary meeting agendas in advance of all regular board meetings and solicits input from our directors on matters that should be included in the agenda for each meeting. as our four independent directors meet separately in executive sessions during our regular board meetings, we believe that this leadership structure provides independent oversight of management while facilitating the implementation of corporate policies established by the board.",1
951,915779,2014,"the following table sets forth the name, age and certain other information about each nominee for director as of the record date: principal occupation committees served on robert g. dutcher compensation committee, chair nancy d. frame nominating and governance committee, chair; compensation committee the board of directors adheres to governance principles that assure the integrity and continued viability of the company. the board has responsibility for risk management oversight and for providing strategic guidance to the company. the board believes that it must stay well-informed about the issues, challenges and opportunities facing daktronics so that the board members can properly exercise their fiduciary responsibilities to our shareholders. as part of this process, the board is kept informed of our business through discussions with the ceo and other officers, by reviewing material provided to them and by participating in meetings of the board and its committees. dr. aelred kurtenbach, one of our founders and our first ceo (' ceo  '), has served as  cotb  since the company's inception. when he retired from the ceo responsibilities in 2001, the board separated the chair and ceo roles and retained dr. kurtenbach as chair in order to continue to benefit from his leadership. the board has also established a lead independent director role. ms. nancy frame has served as our lead independent director since 2005. dr. kurtenbach intends to retire from the board at the end of his term at the annual meeting on september 3, 2014. therefore, the board has considered structures that would be appropriate following his retirement. the board has studied and discussed publicly available research and expert guidance on different structures. after this study and discussion, the board has determined that following our co-founder's retirement, a return to the combined chair and ceo roles plus a lead independent director role would best serve the company and its shareholders going forward. the  cotb  conducts the board meetings, and the lead independent director presides over independent director meetings. the lead independent director also serves as chairperson of the nominating and corporate governance committee. in this dual role, the lead independent director is able to bring to the board a special focus on governance issues. she also facilitates the ability of non-management directors to fulfill their responsibilities, builds consensus among board members and provides a structure for communicating any concerns the non-management directors may have directly to our executive management. our governance practices are compliant with the nasdaq listing rules and the corporate governance regulations of the sarbanes-oxley act of 2002. among other things, these practices include the following: the nominating and corporate governance committee reviews with the board annually the composition of the board as a whole, including the directors independence, skills, experience, age, diversity and availability of service to the company. the nominating and corporate governance committee recommends director candidates for approval by the board and election by the shareholders, taking into account the company's need for diverse skills, professional experiences, backgrounds and other qualities to ensure a variety of viewpoints. the board conducts periodic self-evaluations facilitated by the nominating and corporate governance committee. the independent directors meet in conjunction with regularly scheduled quarterly board meetings and at other appropriate times. the board and all board committees are authorized to hire their own advisors as they deem to be necessary or advisable to fulfill their obligations, and the company will pay the costs of such advisors.",0
952,915840,2012,"our board of directors believes that separate individuals should hold the positions of  cotb  and  ceo . since the initial public offering of our common stock in 1994 (the ipo ), our board of directors has been led by our non-executive  cotb , while management of the company has been led by our president and  ceo . we believe this structure provides for more direct independent oversight of management and more clearly delineates the respective roles of the board of directors at the strategic level, and of management at the operational level. in addition, as described under board corporate governance practices director independence below, while our board of directors believes that our non-executive  cotb , brian c. beazer, would be deemed to be independent under applicable regulatory standards, in 2006 our board of directors determined that it would be an additional governance best practice to establish a lead independent director position, currently held by laurent alpert. among other functions, our lead independent director chairs the annual meeting of our independent directors, at which our independent directors meet alone (without our ceo or non-executive  cotb  present). see board corporate governance practices executive sessions of non-management directors. our nominating/corporate governance committee nominates our lead independent director for election by the independent directors.",0
953,916457,2010,"at present, our board of directors has chosen to separate the positions of ceo and  cotb . while the board believes that it is important to retain the organizational flexibility to determine whether the roles of the  cotb  and ceo should be separated or combined in one individual, the board currently believes that the interests of the company and of our shareholders are best served by separating the two roles. our corporate governance guidelines provide that a  cotb  will be selected annually by a majority of the entire board of directors. the  cotb  is to be selected from among the independent directors provided that, if the board of directors determines that it is appropriate to have, and selects, a  cotb  that is not independent, the board of directors shall also select a lead director from among the independent directors. the  cotb  and the lead director, if any, will have such duties and responsibilities as may be set forth in the corporate governance guidelines from time to time. mr. patterson is our current  cotb . under our corporate governance guidelines, non-management directors hold an executive session without management at each regularly scheduled board meeting. our corporate governance guidelines also require that, at least once each year, the independent members of the board of directors (if different than the non-management directors) meet in executive session. a majority of our independent directors has approved procedures with respect to the receipt, review and processing of, and any response to, written communications sent by shareholders and other interested persons to our board of directors. such communications may be addressed to: calpine corporation 717 texas avenue, suite 1000 houston, texas 77002 attn: corporate secretary interested parties may also send communications by e-mail addressed to the board, individual director(s) or committee(s) at board_of_directors@calpine.com. our corporate secretary is authorized to open and review any mail or other correspondence received that is addressed to the board, a committee or any individual director. if, upon opening any correspondence, the corporate secretary determines that it contains materials unrelated to the business or operations of the company or to the board's functions, including magazines, solicitations or advertisements, the contents may be discarded. any interested party, including any employee, may make confidential, anonymous submissions regarding questionable accounting or auditing matters or internal accounting controls and may communicate directly with the  cotb  (or lead director) by letter to the above address, marked for the attention of the  cotb  or lead director, as applicable. any written communication regarding accounting, internal accounting controls or other financial matters are processed in accordance with procedures adopted by the audit committee.",0
954,916863,2010,"our board of directors is led by a chairman, while our management team is led by a chief executive officer (ceo), both positions being elected by our board of directors. our by- laws and corporate governance guidelines provide our board of directors with the discretion to determine whether to combine or separate the positions of chairman and ceo. pursuant to our by- laws, if there is a separate chairman, that person can be either an executive chairman who is employed as an executive officer of the company or can be a non- executive chairman who is a non- employee director. over time, our board of directors has chosen to combine and separate the chairman and ceo roles at different points in time, based on the circumstances at that point in time.over the last three years, our board of directors has appointed both a combined chairman and ceo and has separated the chairman and ceo roles, first utilizing a non- executive chairman, and then, most recently, utilizing an executive chairman. our board of directors currently believes it is in the best interests of the company to combine the positions of chairman and ceo because this provides the company with unified leadership and direction. in addition, our current chairman and ceo, charles a. schrock, has an in- depth knowledge of our business that enables him to effectively set appropriate board agendas and ensure appropriate processes and relationships are established with both management and the board of directors, as our board works together to oversee our management and affairs. because our chairman is not an independent director, our independent directors believe it is appropriate to appoint an independent director as a lead independent director. pursuant to our current corporate governance guidelines, if appointed, the lead independent director serves a one- year term and may not serve more than three consecutive terms. our lead independent director works with our chairman and ceo and other board members to provide strong, independent oversight of our management and affairs. among other things, our lead independent director serves as the principal liaison between the chairman and our independent directors and chairs executive sessions that consist of only our independent directors. a more detailed description of the roles and responsibilities of our chairman and of the lead independent director is set forth in our corporate governance guidelines available on our web site at www.integrysgroup.com/investor, and can be accessed by selecting ""corporate governance."" robert c. gallagher is currently serving in the role of lead independent director. our independent directors have selected james l. kemerling to be our lead independent director when mr. gallagher's term as lead independent director expires at our annual meeting scheduled for may 13, 2010.",1
955,916863,2011,"our board of directors is led by a chairman, while our management team is led by a chief executive officer (ceo), both positions being elected by our board of directors. our by-laws and corporate governance guidelines provide our board of directors with the discretion to determine whether to combine or separate the positions of chairman and ceo. pursuant to our by-laws, if there is a separate chairman, that person can be either an executive chairman who is employed as an executive officer of our company or can be a non-executive chairman who is a non-employee director. over time, our board of directors has chosen to combine and separate the chairman and ceo roles at different points in time, based on the circumstances at that point in time. over the last several years, our board of directors has appointed both a combined chairman and ceo and has separated the chairman and ceo roles, first utilizing a non-executive chairman, and then, most recently, utilizing an executive chairman. our board of directors currently believes it is in the best interests of our company to combine the positions of chairman and ceo because this provides our company with unified leadership and direction. in addition, our current chairman and ceo, charles a. schrock, has an in-depth knowledge of our business that enables him to effectively set appropriate board agendas and ensure appropriate processes and relationships are established with both management and the board of directors, as our board works together to oversee our management and affairs. because our chairman is not an independent director, our independent directors believe it is appropriate to appoint an independent director as a lead independent director. pursuant to our current corporate governance guidelines, if appointed, the lead independent director serves a one-year term and may not serve more than three consecutive terms. our lead independent director works with our chairman and ceo and other board members to provide strong, independent oversight of our management and affairs. among other things, our lead independent director serves as the principal liaison between the chairman and our independent directors and chairs executive sessions that consist of only our independent directors. a more detailed description of the roles and responsibilities of our chairman and of the lead independent director is set forth in our corporate governance guidelines available on our website at www.integrysgroup.com/investor, and can be accessed by selecting corporate governance. our independent directors selected james l. kemerling to be our lead independent director effective in may 2010 for a one-year term that expires at our 2011 annual meeting. assuming mr. kemerling is re-elected as a director at our 2011 annual meeting, our independent directors have appointed mr. kemerling to serve a second one-year term effective at our 2011 annual meeting. ",1
956,917251,2011,"the board recognizes that one of its key responsibilities is to evaluate and determine its optimal leadership structure so as to provide independent oversight of management. the board understands that there is no single, generally accepted approach to providing board leadership and the right board leadership structure may vary as circumstances warrant. richard agree has served as our  cotb  and ceo since december 1993 and is involved in both our day-to-day operations and the strategic decision making at the board level. based on its most recent review of our leadership structure, the board continues to believe that this leadership structure is optimal for us because it provides our company with strong and consistent leadership. the board believes that having one leader serving as both  cotb  and ceo provides us with decisive and effective leadership. in considering its leadership structure, the board has taken a number of factors into account. the board which consists of a majority of independent directors exercises a strong, independent oversight function. this oversight function is enhanced by the fact that the audit committee, the compensation committee and the nominating and corporate governance committee are comprised entirely of independent directors. finally, under our bylaws and corporate governance guidelines, the board has the ability to change its structure, should that be deemed appropriate and in the best interest of our company and our stockholders. the board believes that these factors provide the appropriate balance between the authority of those who oversee our company and those who manage it on a day-to-day basis.",1
957,917470,2014,"the board determines the independence of each director and each director-nominee in accordance with the independence standards set forth in the listing requirements of the nasdaq stock market, which we refer to as nasdaq. the board has determined that messrs. della ratta, kempthorne, anton, goldstein and meathe are independent directors, as defined in the nasdaq listing requirements. . michael d. siegal serves as both the company's  cotb  and the company's  ceo . the board has no policy with respect to the separation of these offices. the board believes that this issue is part of the succession planning process and that it is in the best interests of the company for the board to consider it each time that it elects the  ceo . the board recognizes that there may be circumstances in the future that would lead it to separate these offices, but it believes that there is no reason to do so at this time. as both a director and officer, mr. siegal fulfills a valuable leadership role that the board believes is essential to the continued success of the company's business operations. mr. siegal has served the company in an executive role for nearly 30 years, and the experience and deep knowledge base he brings to both positions are invaluable. in the board's opinion, mr. siegal's dual role enhances the company's ability to coordinate long-term strategic direction with important business opportunities at the operational level and enhances his ability to provide insight and direction on important strategic initiatives impacting the company and its shareholders to both management and the independent directors.",1
958,917491,2011,"leadership structure of the board of directors the company's corporate governance guidelines provide for an independent lead director, elected by the board's independent directors, separate from the positions of  COTB  and ceo. in addition, the members of the board elected a  COTB  separate from the ceo. simon raab, one of the company's founders and its past  CEO , currently serves as  COTB  and is an independent director. jay w. freeland, the company's current  CEO , also serves as a director. the independent members of the board have elected stephen cole, an independent director, to serve as the lead director. the lead director presides over and prepares the agenda for executive sessions of the independent directors, provides input to the schedule of board meetings, facilitates information flow and communication between the independent directors and company management and the  COTB , coordinates the activities of the other independent directors, together with the governance and nominating committee provides advice to the board and company management with respect to corporate governance, recommends to the  COTB  the retention of board consultants and the membership of board committees, together with the compensation committee and the board evaluates the performance of the  CEO , and performs such other duties and responsibilities as the board of directors may determine. we believe that our current board structure appropriately ensures that an independent director serves in a board leadership position, acting as a liaison between the board and management and allowing that the independent directors continue to effectively oversee company management and key issues related to strategy, risk and integrity. the  COTB  and the CEO set the agenda for board meetings with input from the lead director. board materials related to agenda items are provided to board members sufficiently in advance of board meetings to allow the directors to prepare for discussion of the items at the meeting. executive sessions or meetings of independent directors are held at least quarterly for a discussion of relevant subjects. ",1
959,917520,2017,"the company currently has ten members of the board of directors, who will serve until the next annual meeting of stockholders and until their successors are duly elected and qualified. the current directors are peter j. arduini, keith bradley, ph.d., richard e. caruso, ph.d., stuart m. essig, ph.d., barbara b. hill, lloyd w. howell, jr., donald e. morel, jr., ph.d., raymond g. murphy, christian s. schade and james m. sullivan. all current members of the board are nominees for election to the board at the 2014 annual meeting of stockholders. as indicated above, mr. arduini has served as both president and ceo and as a director of the company since january 2012 and as both president and chief operating officer from november 2010 until january 2012. his position is separate from that of the executive  cotb . we view having the  cotb  position separate from the ceo as putting the company in the best position to oversee all executives of the company and set a pro-shareholder agenda without presenting potential conflicts that having the two positions combined might pose. this separation of roles in turn, leads to a more effective board of directors. as a result, we believe that it is a good corporate governance practice to have separate  cotb  and ceo positions. stuart m. essig, ph.d. has served as non-executive  cotb  since june 2012 and has been a director since 1997. he served as executive  cotb  from january 2012 to june 2012 as well as president from 1997 to 2010 and as ceo from 1997 to 2012. as a result, he has significant experience with, and knowledge of, the company, its operations, products and history. in addition, he is a significant stockholder of the company. we believe that we benefit greatly by having a  cotb  with significant experience and knowledge of the company and whose interests are strongly aligned with those of our stockholders. the board of directors appointed mr. sullivan presiding director, effective as of may 17, 2012. he has been a director since 1992. accordingly, he has significant experience with, and knowledge of, the company, its operations, products and history. we believe that we benefit greatly by having a presiding director with significant experience and knowledge of the company. in addition, the presence of an active and independent presiding director ensures independent oversight of the board of directors and its responsibilities. further, we believe that having a separate presiding director to, among other things, serve as the primary liaison between the independent directors and the ceo , counsel the ceo on key board governance issues and preside over board meetings if the  cotb  is absent leads to a more effective board of directors. we believe that the mix of backgrounds, experience, attributes and skills of our directors provides a good balance for the board composition. see director qualifications above for a description of the specific experience, qualifications, attributes or skills of each of our director nominees that the nominating and corporate governance committee considered relevant in nominating them and proposal 1. election of directors for each director nominee's biographical information. in addition, we believe that the size of the board and board committees is appropriate, given the size, nature, structure and complexity of the company. accordingly, we believe that our board leadership structure is appropriate at this time. ",0
960,918160,2012,"as one of the year's seven outstanding directors in the united states. in addition to serving as the lead director of ak steel, he also serves as the presiding independent director of acco brands corporation. he has a keen understanding of executive management issues by virtue of his own experiences as an executive in the private sector, including as former  cotb  and ceo of sundstrand corporation and as a senior executive at illinois tool works. his prior experience with sundstrand and illinois tool works also provided mr. jenkins with an in-depth understanding of industrial processes and management of a manufacturing business. the board and the company's management gain valuable strategic and operational guidance from mr. jenkins, owing to his depth and breadth of experience in manufacturing companies and his history of board leadership positions. while the board presently believes that combining the ceo and  cotb  roles is the best and most efficient leadership structure for the company, the board expressly notes in its corporate governance guidelines that it retains the authority to separate these functions if it deems such action appropriate. indeed, that was the case immediately prior to combining the roles with mr. wainscott. from september 2003 until january 2006, mr. jenkins was the non-executive  cotb  while mr. wainscott served as the company's  ceo . in making the determination concerning the board's leadership structure, the board considered the impact of the structure on its risk oversight role. the board concluded that its role with respect to risk oversight is fully consistent with, and supported by, a leadership structure that includes a combined  cotb  and ceo for the same reasons articulated above that the board relied upon in selecting that leadership structure. in addition, there are policies and practices in place at the company to ensure effective and independent board oversight of management and mr. wainscott's role as  cotb , including that (i) all members of the board other than mr. wainscott are independent directors; (ii) each of the board's committees is chaired by and comprised entirely of independent directors; (iii) the board, upon the recommendation of its management development and compensation committee, annually establishes goals and objectives for mr. wainscott and reviews his performance; (iv) the management development and compensation committee annually determines his compensation package; (v) the independent directors meet in executive session without mr. wainscott or any other member of management, typically at least once at each regularly scheduled board meeting; (vi) the board retains the authority to separate the roles of ceo and  cotb  at its discretion in the future if it determines that the combination of the two is no longer in the best interests of the board, the company, or its stockholders; and (vii) the appointment and role of an independent lead director of the board. ",1
961,918386,2010,"the company's current chairman of the board is also the company's chief executive officer ( ceo ). in addition, the board has designated an independent lead director. the board believes it is important to select its chairman and the company's ceo in the manner it considers in the best interests of the company at any given point in time. the members of the board possess considerable business experience and in-depth knowledge of the issues the company faces, and are therefore in the best position to evaluate the needs of the company and how best to organize the company's leadership structure to meet those needs. accordingly, the chairman and ceo positions may be filled by one individual or by two different individuals. the board believes that the most effective leadership structure for the company at this time is for mr. desai to serve as both our chairman and ceo and to have an independent lead director (currently, mr. wells). mr. desai possesses an in-depth knowledge of the company, the industry in which we conduct our business and the challenges we face gained through over 14 years of successful experience in leading the company. the board believes that these experiences and insights put the ceo in the best position to provide broad leadership for the board as it considers strategy and business plans. the independent directors have selected a lead director to promote the independence of the board and appropriate oversight of management. our independent directors meet without management present after each regularly scheduled board meeting (five times during fiscal year 2010). as the lead director, mr. wells is responsible for (i) establishing the agenda for the executive sessions held by our independent directors and acting as chair of those sessions, (ii) polling the other independent directors for agenda items both for regular board meetings and executive sessions of the independent directors and (iii) working with the chairman of the board and ceo on the agenda for regular board meetings. ",1
962,918581,2014,"the positions of ceo and  cotb  are separated at ciber. in our board's opinion, such separation allows for the objective evaluation of our management's performance and strong, independent oversight by the board. ",0
963,918965,2012,"the board of directors also believes that our executive compensation program aligns our named executive officers compensation with the long-term interests of our shareholders. our program is guided by the philosophy that total executive compensation should vary based on achievement of goals and objectives, both individual and corporate, and should be focused on long-term strategies to build shareholder value. the board believes that our philosophy and practices have resulted in executive compensation decisions that are aligned with shareholder interests and that have benefitted and will benefit the company over time. the board believes that there may be advantages to having an independent  cotb  for matters such as communications and relations between the board, our ceo and other senior management; in assisting the board in reaching consensus on particular strategies and policies; and in facilitating a robust director, board and ceo evaluation processes. our board currently consists of five non-employee directors and our  ceo , mr. baur. one of mr. fischer's roles is to oversee and manage the board and its functions, including setting meeting agendas and presiding over board meetings. in this regard, mr. fischer and the board in their advisory and oversight roles are particularly focused on overseeing our ceo and senior management in their pursuit and adoption of successful business strategies, risk management policies, and management succession plans. for the past twelve years, the positions of  cotb  and ceo have been held by separate persons as an aid in the board's oversight of management. our  cotb  is mr. fischer. the duties of the non-executive  cotb  include: ",0
964,919012,2010,"leadership structure since 2002, the positions of  COTB  and CEO have been held by two different persons. mr. o donnell is the company's CEO while the board is led by our  COTB , mr. schottenstein. mr. schottenstein is the former CEO of the company and has significant experience in our industry and with the company, which experience provides our board with significant leadership advantages. the company has also established a lead independent director position. the lead independent director is appointed by the independent directors annually. mr. jesselson was appointed as the company's lead independent director for fiscal 2009. the lead independent director is responsible for: presiding over the meetings of non-management or independent directors; serving as a liaison between the chairperson and the non-management or independent directors; having input on information sent to the board; having input on meeting agendas for the board; and approving meeting schedules to assure that there is sufficient time for discussion of all agenda items. the lead independent director also has the authority to call meetings of the non-management or independent directors, and if requested by major stockholders, is available, if appropriate, for consultation and direct communication. we believe that this leadership structure provides our board with the greatest depth of leadership and experience, while also providing balance for the direction of the company. ",1
965,919013,2014,"our guidelines on significant governance issues and by-laws currently permit the offices of ceo and chairperson of the board of directors to be held by separate individuals, and that the chairperson of the board of directors must be a director of the company. our  cotb  is john e. bagalay, jr., ph.d., an independent director. mr. bagalay has held this position since march 2003. our president and ceo is william solms. mr. solms has been our president since march 2014 and our chief executive office since october 2013. prior to mr. solms, steven sprague was our president and ceo from march 2000 to october 2013. the responsibilities of our independent chair include presiding over meetings of the board of directors and participating in development of the board of directors agenda, as well as facilitating the discussions and interactions of the board of directors to ensure that all directors' viewpoints are heard and considered. our board of directors believes that the separation of these two critical roles best serves our company at this time because it allows mr. solms to focus on his roles as president and ceo and providing leadership over our day to day operations while mr. bagalay, as our independent  cotb , focuses on leadership of the board of directors. we believe that this leadership structure enhances the accountability of the ceo to the board of directors and strengthens the board of directors overall independence from management. our board of directors oversees an enterprise-wide approach to risk management, designed to support the achievement of our strategic and organizational objectives, to improve long-term organizational performance and enhance shareholder value. a fundamental part of risk oversight is to understand the risks our company faces, the steps management is taking to manage those risks and to assess management's appetite for risk. it is management's responsibility to manage risk and bring to the attention of the board of directors material risks facing our company. our board of directors receives regular reports from management on matters relating to strategic and operational initiatives, financial performance and legal developments which are each integrated with enterprise-risk exposures. our board of directors also approves our  ceo 's compensation and performance goals for each year. in doing so, the board of directors has an opportunity to ensure that the  ceo 's goals include responsibility for broad risk management. the involvement of the full board of directors in setting our strategic plan is a key part of its assessment of the risks inherent in our corporate strategy. while the board of directors has the ultimate responsibility for risk oversight, each committee of the board of directors also has responsibility for risk oversight. for example, the audit committee focuses on financial risk, including internal controls, and risks associated with our strategic initiatives, current and potential investments, as well as cash, debt and equity management and our ongoing ability to access capital markets. the audit committee receives an annual risk assessment report from our chief financial officer. the compensation committee evaluates and sets compensation programs that encourage decision making predicated upon a level of risk consistent with our business strategy. in addition, the compensation committee reviews compensation and benefit plans affecting employees, as well as those applicable to executive officers. finally, the nominating committee oversees succession risk, including board of directors and ceo succession and evaluates director skills and qualifications to appoint particular directors to our standing committees based upon the needs of that committee. each committee makes reports regarding risk oversight in their area of responsibility to the board of directors at the next regularly scheduled board of directors meeting immediately following a committee meeting.",0
966,919722,2010,"dr. manuso serves as both our  cotb  and ceo (' ceo  '). the board believes that independent oversight of management is an important component of an effective board of directors. the independent board members have determined that the most effective board leadership structure for supergen at the present time is for the ceo to also serve as  cotb , a structure that has served supergen well for many years. the independent board members believe that because the ceo is ultimately responsible for the day-to-day operation of the company and for executing its strategy, and because the performance of the company is an integral part of board deliberations, the ceo is the director best qualified to act as  cotb . the board retains the authority to modify this structure to best address the company's unique circumstances, and so advance the best interests of all stockholders, as and when appropriate. the board also believes, for the reasons set forth below, that its existing corporate governance practices achieve independent oversight or management accountability, which is the goal that many seek to achieve by separating the roles of  cotb  and ceo . supergen's governance practices provide for strong independent leadership, independent discussion among directors and for independent evaluation of, and communication with, many members of senior management. these governance practices are reflected in our corporate governance guidelines and the various committee charters, which are available on our website. some of the relevant processes and other corporate governance practices include: the board has an independent lead director with leadership authority and responsibilities. walter j. lack,  cotb  of the governance and nominating committee, was selected by the independent board members to be the lead independent director. the  cotb  and the lead independent director together set the agenda for all board meetings, and the lead independent director sets the agenda for, and leads, all executive meetings of the independent directors, providing consolidated feedback, as appropriate, from those meetings to our  cotb  and ceo . the lead independent director also has the authority to call meetings of the board in executive session; facilitates discussions, outside of scheduled board meetings, among the independent directors on key issues as required; and serves as a non-exclusive liaison with the  cotb  and ceo , in consultation with the other independent directors. at each regularly scheduled board meeting, all non-management directors can meet in an executive session independent of any company management. in these executive sessions, the independent directors can deliberate on such matters as ceo succession planning or the performance of the ceo . all of our directors, except the  cotb  and ceo , are independent directors. each director is an equal participant in decisions made by the full board. the audit, compensation, and governance and nominating committees, and the pharmaceutical sub-committee, are all comprised of independent directors. each of our directors is elected annually by our stockholders. our corporate governance guidelines also ensure that the other independent members of the board are involved in key aspects of governance. additionally, the  cotb  and ceo regularly solicits suggestions from the directors for presentations by management at board and committee meetings. furthermore, each board member has full and free access to the company's management and employees.",1
967,920033,2013,"we maintain a board leadership structure that separates the positions of  cotb , lead independent director and  ceo . by having separate individuals serve in these three distinct capacities, we believe that we provide for additional oversight by the board and enable our  ceo , r. neal black, to focus his time and attention on the company's operations. our current  cotb , robert n. wildrick, has been a director since 1994 and served as our ceo from november 1999 through december 2008. our current lead independent director, andrew a. giordano, has been a director since 1994, served as our interim ceo from may 1999 to october 1999 and has served as lead independent director since november 1999. in addition, mr. giordano is  cotb  of our nominating and corporate governance committee and a member of our audit committee. these experiences enhance mr. wildrick's and mr. giordano's ability (and therefore the board's ability) to oversee the ceo in his management of our company. the board as a whole engages in risk oversight as part of its functions. we believe that our board leadership structure enables the board to manage risk oversight effectively. the dodd-frank wall street reform and consumer protection act, enacted in july 2010, requires that we periodically provide our stockholders with a say on pay , i.e., the opportunity to approve, on a nonbinding, advisory basis, the compensation of our named executive officers. pursuant to the recommendation of our stockholders as expressed in an advisory vote taken at our 2011 annual meeting, the company will conduct a say on pay advisory vote to approve executive compensation on an annual basis, until the next required stockholder say when on pay vote or the company's board of directors determines that a different frequency of say-on-pay votes is in the best interest of the company's stockholders. the say on pay advisory vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and our compensation philosophy, policies and practices. ",0
968,920112,2012,"our board of directors believes that a rights plan, such as the plan represented by the original rights agreement and the plan that will be represented by the extended rights agreement, is in the best interests of our stockholders for several reasons. the extended rights agreement enables the board of directors, as elected representatives of our stockholders, to better respond to an unsolicited acquisition proposal, but does not prevent parties from making an unsolicited offer for or acquisition of heartland at a full and fair price and on fair terms. it does, however give our board of directors the ability to defend stockholders against abusive tactics that could be used to gain control of heartland without paying stockholders a fair price for their shares. the extended rights agreement encourages potential acquirers to negotiate in good faith with our board of directors. this gives our board of directors an ability to negotiate on behalf of the stockholders to achieve a fair price and other terms that are consistent with the intrinsic value of heartland and in the best interests of heartland and its stockholders. the extended rights agreement does not eliminate the fiduciary obligations of our board of directors regarding potential acquisition proposals and our board of directors is committed to considering acquisition proposals in a manner consistent with those obligations. the original rights agreement would cause, and the extended rights agreement will cause, substantial dilution to any person or group that attempts to acquire control of heartland without negotiating with our board of directors to have the rights agreement amended, or to cause the rights to be redeemed. accordingly, the extended rights agreement will cause potential hostile bidders for heartland to have difficulty approaching our stockholders directly without dealing with our board, and could deter certain takeover attempts. the rights should not interfere with any merger or other business combination that is in the best interests of heartland and its stockholders because the board of directors may, at its option, at any time prior to the share acquisition date, redeem all, the then outstanding rights at the redemption price.",1
969,920424,2010,"our board of directors has determined that having an independent director serve as  cotb  is in the best interest of stockholders at this time. the structure ensures a greater role for the independent directors in the oversight of the company and active participation of the independent directors in setting agendas and establishing priorities and procedures for the work of the board of directors. the board believes its administration of its risk oversight function has not affected the board's leadership structure. the board is actively involved in oversight of the risks that could affect the company. while our financial risk exposure and our evaluations of any risk arising from our compensation policies and practices is conducted primarily by our audit committee and compensation committee, respectively, the full board of directors has retained responsibility for general oversight of risks. the board satisfies this responsibility through full reports by each committee chair regarding the committee's considerations and actions, as well as through reports from officers responsible for oversight of particular risks within the company.",0
970,920760,2011," if our stockholders approve the amendments to our bylaws enabling us to have an officer with the title ceo who will be our  ceo , there will have to be conforming changes to several provisions of our bylaws that are not in article vii. our board of directors has voted to make those changes, effective if and when our stockholders approve the amendments to sections 7.1 through 7.4. in addition, our board of directors expects to add a new article vi to our bylaws, codifying our current practice of having our independent directors meet separately from time to time and having one independent director designated as the lead director. among other things, this will result in the current article vii (which is the subject of this proposal) being renumbered article viii and the current article xi (which is the subject of proposal 5) being renumbered article xii. ",0
971,920760,2012,"until 2006, we had both a chairman of the board and a  ceo . when the then chairman of the board died in 2006, we did not replace him. instead, we have a lead director, who presides over board meetings and presides at all meetings of our independent directors. our board believes that arrangement works well for us, because all but one of our directors (our  ceo ) is independent, and our lead director can cause the independent directors to meet at any time. therefore, the lead director can at any time bring to the attention of a majority of the directors any matters he thinks should be addressed by the board and the independent directors can, if they wish, cause the entire board to meet in order to address matters. on the other hand, the lead director does not have any functions that might impair, or appear to impair, his independence. ",0
972,920760,2012,"until 2006, we had both a chairman of the board and a chief executive officer. when the then chairman of the board died in 2006, we did not replace him. instead, we have a lead director, who presides over board meetings and presides at all meetings of our independent directors. our board thinks that arrangement works well for us, because all but one of our directors (our chief executive officer) is independent, and our lead director can cause them to meet at any time. therefore, the lead director can at any time bring to the attention of a majority of the directors any matters he thinks should be addressed by the board and the independent directors can, if they wish, cause the entire board to meet in order to address matters. on the other hand, the lead director does not have any functions that might impair, or appear to impair, his independence. ",0
973,920760,2012,"until 2006, we had both a chairman of the board and a  ceo . when the then chairman of the board died in 2006, we did not replace him. instead, we have a lead director, who presides over board meetings and presides at all meetings of our independent directors. our board believes that arrangement works well for us, because all but one of our directors (our  ceo ) is independent, and our lead director can cause the independent directors to meet at any time. therefore, the lead director can at any time bring to the attention of a majority of the directors any matters he thinks should be addressed by the board and the independent directors can, if they wish, cause the entire board to meet in order to address matters. on the other hand, the lead director does not have any functions that might impair, or appear to impair, his independence. ",0
974,921547,2012,"the company positions of board  cotb  and president/ ceo  are filled by different persons. mr. morris, an independent director, serves as  cotb , while ms. lagomarsino serves as president/ ceo . the board believes that separating the roles of  cotb  and president/ ceo  is preferable and in the best interests of shareholders because it gives our independent directors a significant role in board direction and agenda setting and enhances the board's ability to fulfill its oversight responsibilities, including oversight of senior management. separating the positions also provides an independent viewpoint and focus at board meetings, and improves communication between management and the board by giving our president/ ceo  a single initial source for board-level communication and input on significant matters. in addition to the board  cotb , additional board leadership is provided through the respective chairpersons of the board's standing committees.",0
975,921549,2010,"our  cotb  is also our  ceo . mr. compofelice was already our  cotb  when our former ceo left the company. because of mr. compofelice's familiarity with the organization and his leadership role, we felt it was appropriate to appoint him ceo at that time. the board of directors is of the opinion that it is in our company's and its stockholders best interests that mr. compofelice serves as both  cotb  and  ceo . we believe this board leadership structure is the most appropriate because it provides the ceo with multiple perspectives on the company through his multiple roles. having one individual fill both roles allows the ceo to better understand and meet the board's priorities while enabling the  cotb  to better understand the needs and priorities of our customers and other stakeholders. we therefore believe combining the two roles greatly enhances the decision-making processes of the board as a whole. the combination of the  cotb  and ceo roles can be advantageous for a company if combined with an appropriate set of checks and balances. these checks and balances include an independent lead director, a majority of independent directors, regular private meetings of the independent directors chaired by the lead director and separate board committees (nominating and governance and nomination, audit committee and compensation committee) that all are composed exclusively of independent directors. we have instituted all of these checks and balances. in addition, our lead director:",1
976,921557,2010,"bernard m. trager began his career in the field of banking and finance in 1952. he was a co-founder and ceo of union trust, a kentucky industrial loan corporation, which subsequently became a publicly held corporation. he has also served as president,  ceo , executive consultant and  cotb  of financial services companies. he is also the founder, and he and his family are majority stockholders, of republic bancorp, inc. he is an adopted alumnus of the university of louisville. he is a former director of multiple community organizations, including, but not limited to: fund for the arts, cathedral heritage foundation, greater louisville, inc., the metro chamber of commerce, boy scouts of america, louisville community foundation, louisville/jefferson county redevelopment authority, and health enterprises network. he was named professional entrepreneur of the year by louisville's entrepreneur society. in addition to his many positions of leadership and management, he has been a primary contributor and leader of growth of the company from modest beginnings to the largest kentucky based community bank in the commonwealth of kentucky. based on bernard m. trager's experience as a bank board director, his direct banking experience, his proven leadership skills, his extensive community involvement and specific experience qualifications and attributes herein disclosed, the board has determined that he should continue to serve as a director. degree from the university of louisville brandeis school of law and has engaged in the practice of law with the firm of wyatt, tarrant & combs. he has more than twenty years banking experience. in 1994, he provided the leadership resulting in the complex merger and reorganization of the republic group of multiple banks into a consolidated and more efficient banking structure. he provided the leadership for the company's initial public offering. he also has direct experience in banking, finance, operations and retail management. his banking experience includes his service as past  cotb  for the kentucky bankers association and his service as a board member of the federal reserve bank of st. louis louisville branch. he also has leadership and directorate experience in multiple community service organizations. based on steven e. trager's experience as a bank board director, his direct banking experience, his proven leadership skills, his education and legal background, his extensive community involvement and his specific experience, qualifications and attributes herein disclosed, the board has determined that he should continue to serve as a director. the agreement does not restrict teebank's sale of shares of republic common stock up until the trigger date (the trigger date ) of the second to die of the tragers. if teebank desires to sell to a third party up to 1,000,000 shares of class a common stock in the nine (9) months following the trigger date, teebank must first offer the shares to republic. republic then has twenty (20) business days after the notice of a proposed sale to exercise the option, subject to satisfaction of any required regulatory notice requirements and receipt of all required regulatory approvals within sixty (60) days of the option exercise. the option exercise price is the fair market value, as defined in the agreement, of the shares on the closing date. teebank is not required to consummate the transaction if the fair market value on the closing date is less than 95% of the fair market value on the date teebank first gave notice of the proposed sale. republic can exercise the option only if a majority of republic's independent directors determine at the time of exercise that the exercise is in republic's best interests.",0
977,921738,2010,"since the time of the company's initial public offering in 1994, mr. carlino, the company's  ceo , has also served as the  cotb . the board believes that mr. carlino is best situated to serve as  cotb  because of his proven track record of generating significant shareholder value over the years that, in large part, has been based on his vision for the company and his talent for successfully identifying and acquiring development opportunities in the gaming and racing industry. moreover, the board believes that mr. carlino's substantial beneficial ownership of the company's equity strongly aligns his interests with the interests of shareholders generally. the board also believes that it has substantial structural mechanisms for effective independent oversight of management's accountability. the board is predominantly composed of independent directors, and only independent directors serve on each of the board's committees (as well as mr. ducharme, as described below). the independent directors meet at least twice per year in executive session. both the audit committee and the compliance committee have substantial staff resources to assist them in carrying out their responsibilities. the company maintains a 27 person internal audit staff overseen by the company's vice president, internal audit, who provides reports to the audit committee, and an 18 person compliance staff overseen by the company's vice president, compliance, who provides reports to the compliance committee. additionally, since 2003 the company has retained steve ducharme, a former  cotb  of the nevada state gaming control board with over 30 years of experience in law enforcement and gaming regulation, to serve as the  cotb  of the company's compliance committee. one of the key drivers of future growth for the company is its ability to successfully identify, obtain and execute on long-term development projects. these projects often take many years to complete in order for legislation to be enacted, regulations to be approved, licenses to be issued, development transactions to be negotiated and, finally, facilities to be constructed. for example, the company is currently actively involved in several new long-term and very promising projects, including new facilities in kansas, maryland and ohio states that have authorized certain forms of gaming in 2007, 2008 and 2009, respectively. the ability of the company to provide a high degree of certainty to legislators, regulators and business partners relative to the company's stability and continuity over the course of these long-term projects is an important element in the company's ability to be awarded these opportunities. among other things, a classified structure assures regulators that the board will at all times consist of a majority of directors who have been thoroughly investigated and previously approved as 'suitable' to be a director of a publicly traded, multi-jurisdictional gaming company. with a classified board, the company can credibly assure potential development partners and state officials that the board of directors will provide a source of stability and continuity of direction over the long development cycle of any new gaming project.",1
978,921825,2013,". mr. tyler is  cotb . mr. tyler served as the company's interim ceo from october 22, 2008 until january 9, 2009. prior to and since the completion of his service as interim  ceo , mr. tyler has not served as an officer of the company and, as discussed above, mr. tyler is an independent director as affirmatively determined by the board of directors. we believe that having board leadership independent of management helps ensure critical and independent thinking with respect to the company's strategy and performance. mr. duncan, the company's president and  ceo , is also a member of the board of directors. the presence of mr. duncan on the board of directors helps to ensure that management's insight is directly available to the directors in their deliberations. the board of directors oversees the business of the company and our stockholders interests in the long-term financial strength and overall success of the company's business. in this respect, the board of directors is responsible for overseeing the company's risk management. the board of directors delegates many of these functions to the board's committees. each committee of the board of directors is responsible for reviewing the risk exposure of the company related to the committees areas of responsibility and providing input to the board of directors on such risks. the board of directors and its committees regularly review material strategic, operational, financial, compensation and compliance risks with management. for example, under its charter, the audit committee is required to assist the board of directors in fulfilling its oversight responsibilities by reviewing the financial information that will be provided to the stockholders, the systems of internal controls that management and the board of directors have established and the audit process. the audit committee is responsible for facilitating communication between the company's independent auditors and the board of directors and management, and for reviewing with the independent auditors the adequacy of the company's internal controls. the audit committee also reviews with management and the independent auditors significant risks which impact financial reporting and operations to which the company is exposed, including risks faced in the ordinary course of business and risks resulting from extraordinary circumstances. in addressing these risks, the audit committee assesses management's response and the effectiveness of the company's internal controls. similarly, the compensation committee strives to adopt compensation incentives that encourage appropriate risk-taking behavior that is consistent with the company's long-term business strategy. we do not believe that our compensation policies and practices are reasonably likely to have a material adverse effect on the company. the",0
979,922224,2010,"board leadership structure. the positions of chairman and chief executive officer, or ceo, are held by mr. miller. mr. deaver has served as a strong independent ""lead"" director for a number of years. the board believes that the responsibilities delegated to the lead director are substantially similar to many of the functions typically fulfilled by a board  cotb . the board believes that its lead director position balances the need for effective and independent oversight of management with the need for strong, unified leadership. of our 11 directors, only mr. miller is not independent from the company. all of our committees, with the exception of the executive committee on which mr. miller serves, are composed entirely of independent directors and the agendas are driven by the independent chairs through discussions with designated management liaisons. each independent director is encouraged to, and does, regularly contact management with questions or suggestions for agenda items. the board does not believe that the establishment of an independent chairman is necessary or recommended at the present time. the board continues to have the right to separate those roles if it were to determine that such a separation would be in the best interest of the company, its shareowners and other stakeholders. the lead director serves in the following roles: presides at all meetings of the board at which the chairman and ceo is not present, including executive sessions of the independent directors that occur at each board meeting; serves as an adviser to the chairman and ceo, as well as a non- exclusive liaison between the independent directors and the chairman and ceo; responds directly to shareowner and other stakeholder questions that are directed to the presiding or lead director, as well as to the independent directors as a group; periodically reviews or suggests meeting agendas and schedules for the board and at least annually solicits suggestions from the board on meeting topics, such as strategy, management performance and governance matters; leads the process for evaluating the performance of the ceo, through his role as the chair of the compensation, governance and nominating committee; and fulfills such other responsibilities as the board may from time to time request. the corporate secretary's office, together with any other key employees requested by the lead director, provides support to the lead director in fulfilling his role.",1
980,922863,2014,"we believe that the board's leadership structure at any time should reflect both the company's needs as well as the unique talents and availability of the board's members. our  cotb  and ceo roles have been filled variously by a single individual or two individuals during the last decade. we began 2013 with these roles filled by two individuals. however, since august 2013, mr. enzor has held both positions. following the resignation of mr. white from the board in august 2013, the board evaluated the appropriateness of the continued separation of the positions of  cotb  and ceo and determined that, in light of mr. enzor's years of experience both with the company and within the trucking industry, the company would be best served by naming mr. enzor  cotb  as well as  ceo . a number of factors support this leadership structure, including, among others: the board believes having mr. enzor serve in both capacities allows him to more effectively execute qdi's strategic initiatives and business plans; mr. enzor's long tenure with and extensive knowledge of the company make him ideally suited to lead; and the combined role is both counterbalanced and enhanced by the effective oversight and independence of our board, and the independent leadership provided by our lead independent director and independent committee chairs. because the offices of the  cotb  and the ceo are held by the same person, our independent directors elected a lead independent director to facilitate the independence and functioning of the board as contemplated by our corporate governance guidelines. mr. schumacher currently serves as the lead independent director. our lead independent director has broad authority, including calling special meetings of the board, presiding at executive sessions of the independent directors, attending meetings of any board committee on which he is not otherwise a member, and recommending to the board the retention of independent legal, financial or other advisors who report directly to the board on board-wide issues. this leadership structure may change in the future if the board determines that is in the best interest of the company.",0
981,922864,2012,"at this time, aimco's board believes that combining the chairman and ceo role is most effective for the company's leadership and governance. having one person as chairman and ceo provides unified leadership and direction to the company and strengthens the ability of the ceo to develop and implement strategic initiatives and respond efficiently in various situations. the board also believes the combination of chairman and ceo position is appropriate in light of the independent oversight provided by the board. aimco has a lead independent director, currently mr. martin, who: presides over executive sessions of independent directors; serves as a liaison between the  cotb  and independent directors; reviews information sent to directors; approves meeting agendas and schedules; may call meetings of independent directors; and, if asked by major stockholders, is available for direct communication if appropriate. in addition to the lead independent director, the board has a majority of independent directors. seven out of the eight director nominees are independent. the audit, compensation and human resources, and nominating and corporate governance committees are composed solely of independent directors.",1
982,923118,2012,"the roles of ceo and chair of the board are separated in recognition of the differences between the two roles. the ceo is responsible for setting the strategic direction for the company and the day-to-day leadership and performance of the company, while the chair of the board provides guidance to the ceo and presides over meetings of the full board. nelson and norman leenhouts, our former co-chairs, were not independent so the board had appointed the chair of the corporate governance/nominating committee, clifford smith, as lead director to preside at all executive sessions of non-management directors. with the retirement of nelson and norman leenhouts from the board of directors and as co-chairs in may 2011, the board carefully considered the optimal leadership structure and determined that the separation of the roles of chair of the board and ceo continues to be the optimal structure. clifford smith currently serves as chair of the board. the chair attends all of the committee meetings as a non-voting member.",0
983,923796,2012,"the election of each director will require the affirmative vote of a plurality of the votes cast by holders of the shares of common stock present in person or by proxy at the annual meeting. our ceo also serves as the  cotb . on november 4, 2010, the board of directors, based upon the recommendation of the nominating and governance committee, appointed richard h. glanton as lead independent director of the company effective january 1, 2011. mr. glanton has been a director of geo since 1998 and is currently the  cotb  of the audit and finance committee and the compensation committee and a member of the executive committee. as the lead independent director, mr. glanton has input to the  cotb  on preparation of agendas for board and committee meetings. mr. glanton chairs board meetings when the  cotb  is not in attendance and provides input to the independent directors and ensures that the effectiveness of the board is assessed on a regular basis. the lead independent director reports to the board regarding deliberations of the independent directors and may recommend special meetings of the independent directors as necessary. because of mr. glanton's long history as a board member and his service as the chair of the audit and finance committee and compensation committee, the board believes that mr. glanton is uniquely qualified to serve as the lead independent director of the company. as a company that is focused on its core business, we believe the ceo is in the best position to direct the independent directors attention on the issues of greatest importance to the company and its shareholders. since our ceo knows the company's business, is a pioneer in the industry and has over thirty years of experience, we believe that our ceo is the appropriate person to lead the board of directors. our overall corporate governance policies and practices combined with the strength of our independent directors and our internal controls minimize any potential conflicts that may result from combining the roles of  cotb  and ceo . we believe the current leadership structure of the board of directors supports the risk oversight functions described below by providing independent leadership at the board and committee level through the lead independent director with ultimate oversight by the full board of directors led by our  cotb  and ceo . the board of directors periodically reviews and considers whether the current board leadership structure continues to be appropriate for our company.",1
984,924717,2011,"since 2005, the roles of  cotb  and ceo have been held by separate persons. currently, robert c. buhrmaster, one of our independent directors, serves as the board's  cotb , a position he has held since february 2009. gary r. maharaj has served as our president and ceo since december 27, 2010. generally, the  cotb  is responsible for advising the ceo , assisting in long-term strategic planning, and presiding over meetings of the board, and the ceo is responsible for leading the organization's day-to-day performance. while we do not have a written policy with respect to separation of the roles of  cotb  and ceo , the board believes that the existing leadership structure, with the separation of these roles, provides several important advantages, including: enhancing the accountability of the ceo to the board; strengthening the board's independence from management; assisting the board in reaching consensus on particular strategies and policies; and in facilitating robust director, board, and ceo evaluation processes. the board of directors has determined that this leadership structure is appropriate given the specific characteristics and circumstances of the company because it strengthens the board's role in fulfilling its risk oversight and general oversight responsibilities and its fiduciary duties to our stockholders. furthermore, our current leadership structure recognizes the depth of experience of mr. buhrmaster, and the need for a leader among independent non-employee directors. ",0
985,924901,2014," pursuant to authority vested in the audit committee of the board of directors pursuant to its charter, the audit committee is responsible for overseeing the company's financial risk exposure and the company's risk assessment and risk management policies and procedures. the audit committee discharges its risk oversight responsibilities as part of its quarterly reviews of the company's quarterly and annual financial statements by discussing with management, the company's independent auditors and outside legal counsel the company's risk profile, its financial risk exposure and its risk mitigation policies and procedures. in addition, under the direction of the executive compensation and option committee, the company's president and ceo and the compensation consultant to the executive compensation and option committee conducted an annual risk assessment of the company's compensation programs as described under 'compensation risk assessment' in this proxy statement. the company does not believe that the performance of these oversight functions by these committees has any effect on the leadership structure of the board of directors. each of the employment agreements of messrs. hersh, lefkowitz and thomas was negotiated at arm's length, was approved by the board of directors and reflects severance triggers and benefits that, at the time the agreements were entered into, the board of directors believed to have been market terms and in the best interests of the company and its stockholders. in consideration of the long-term commitment to the company of messrs. hersh, lefkowitz and thomas pursuant to the terms and conditions of their respective employment agreements, which include non-compete provisions, the board of directors believes that the severance benefits payable to them in connection with a termination without cause, for good reason or upon a change in control are necessary to attract and retain exceptional members of management by providing the named executive officers with the benefit of the remuneration for which they bargained. your ratification of the appointment of pricewaterhousecoopers llp as the company's independent registered public accountants for the fiscal year ending december 31, 2014 does not preclude the board of directors from terminating its engagement of pricewaterhousecoopers llp and retaining a new independent registered public accounting firm if it determines that such an action would be in the best interests of the company. if the company elects to retain a new independent registered public accounting firm, such independent registered public accountants will be another 'big 4' accounting firm. currently, the company has separated the roles of ceo and  cotb . the company believes that at this time the separation of these roles permits the  cotb  to focus on oversight of the company's long-term corporate development goals while the ceo focuses on the strategic direction of the company and oversees the day to day performance of the other executive officers in executing the company's business plan. in addition, on march 11, 2014, the board of directors appointed alan s. bernikow as its lead independent director. the lead independent director acts as a liaison between the  cotb  and the independent directors and advises the  cotb  with respect to the quality, quantity and timeliness of the flow of information from management as necessary for the independent directors to perform their duties effectively and responsibly, including requesting that certain material be included in materials prepared for the board of directors, approving agendas for meetings of the board of directors, and ensuring that there is sufficient time for discussion of all agenda items at meetings of the board of directors. stockholders may contact the lead independent director as further described below under the heading 'stockholder communications,' and if requested by significant stockholders, the lead independent director shall be available for consultation. the board of directors believes that its lead independent director structure, including the duties and responsibilities described above, provides the same independent leadership, oversight, and benefits for the company and the board of directors that would be provided by an independent  cotb . ",0
986,927003,2018,"the board governance guidelines set forth the board's policy that the positions of  cotb  and ceo should be held by separate persons as an aid in the board's oversight of management. the company believes this board leadership structure is most appropriate for the company because it provides the board with increased independence. additionally, we separate the roles of  cotb  and ceo in recognition of the differences between the two roles as they are presently defined. the principal responsibility of the ceo is to manage the business. the principal responsibilities of the  cotb  are to manage the operations of the board of directors and its committees and provide counsel to the ceo on behalf of the board. senior management manages material risks and reviews such risks with the  ceo , and if warranted, the board. as part of its general oversight role, the board reviews business reports from management that routinely outlines operational risks that may exist from time to time. in addition, for risks related more specifically to the financial operations of the company, such as credit risk and liquidity risk, the audit and finance committee examines reports from management and reviews such risks in light of the company's business operations.",0
987,927066,2010,"mr. thiry is our ceo and  cotb  of the board of directors. mr. thiry brings over ten years of experience with our company and deep institutional knowledge and experience to the combined role. our lead independent director, mr. grauer, plays a significant role in board leadership and meetings of the independent directors. mr. grauer chairs our nominating and governance committee, which is a committee composed of all directors other than mr. thiry. as lead independent director, mr. grauer reviews and provides input to the  cotb  on meeting agendas, consults with the  cotb  on meeting schedules to assure that there is sufficient time for discussion of agenda items, serves as the principal liaison between the  cotb  and the non- executive directors and presides over executive sessions of the board of directors, providing consolidated feedback, as appropriate, from those meetings to mr. thiry. additionally, mr. grauer facilitates discussions outside of scheduled board meetings among the independent directors on key issues as required. we believe that mr. thiry's experience and knowledge, and the significant role of the lead independent director, make combination of the  cotb  and ceo roles appropriate. non- management directors meet regularly in executive sessions without management. executive sessions are held in conjunction with each regularly scheduled meeting of the board of directors.",1
988,927066,2011,"mr. thiry is our ceo and  cotb  of the board of directors. mr. thiry brings over ten years of experience with our company and deep institutional knowledge and experience to the combined role. our lead independent director, mr. grauer, plays a significant role in board leadership and meetings of the independent directors. mr. grauer chairs our nominating and governance committee, which is a committee composed of all directors other than mr. thiry. as lead independent director, mr. grauer reviews and provides input to the  cotb  on meeting agendas and information to be sent to the board of directors, consults with the  cotb  on meeting schedules to assure that there is sufficient time for discussion of agenda items, serves as the principal liaison between the  cotb  and the non-executive directors and presides over executive sessions of the board of directors, providing consolidated feedback, as appropriate, from those meetings to mr. thiry. additionally, mr. grauer facilitates discussions outside of scheduled board meetings among the independent directors on key issues as required. we believe that mr. thiry's experience and knowledge, and the significant role of the lead independent director, make combination of the  cotb  and ceo roles appropriate. ",1
989,927066,2012,"mr. thiry is our ceo and  cotb  of the board of directors. mr. thiry brings over 12 years of experience with our company and deep institutional knowledge and experience to the combined role. our lead independent director, mr. grauer, plays a significant role in board leadership and meetings of the independent directors. mr. grauer chairs our nominating and governance committee, which is a committee composed of all directors other than mr. thiry. as lead independent director, mr. grauer reviews and provides input to the  cotb  on meeting agendas and information to be sent to the board of directors, consults with the  cotb  on meeting schedules to assure that there is sufficient time for discussion of agenda items, serves as the principal liaison between the  cotb  and the non-executive (all of whom are also independent) directors and presides over executive sessions of the board of directors, providing consolidated feedback, as appropriate, from those meetings to mr. thiry. additionally, mr. grauer facilitates discussions outside of scheduled board meetings among the independent directors on key issues as required. we believe that mr. thiry's experience and knowledge, and the significant role of the lead independent director, make combination of the  cotb  and ceo roles appropriate. ",1
990,927628,2012,"we believe that a combined chairman of the board of directors and chief executive officer position, together with an independent lead director, independent board committees each with an independent chair and regularly-scheduled executive sessions of the board and independent directors, is the most appropriate board leadership structure for capital one at this time. this structure demonstrates for our associates, customers, stockholders, investors, regulators and other stakeholders that capital one's board of directors is committed to engaged, independent leadership and performance of its responsibilities. experienced and independent directors, sitting on various committees with independent chairs, oversee the company's operations, risks, performance and business strategy, and have appointed the lead director with the duties described above. the board of directors believes that combining the chairman and chief executive officer positions takes advantage of the talent and knowledge of mr. fairbank as the founder of capital one and effectively combines the responsibilities for strategy development and execution with management of day-to-day operations. it also reduces the potential for confusion or duplication of efforts and provides clear leadership for capital one. the board of directors believes that the combination of the chairman and the chief executive officer roles, together with its strong governance practices, including its supermajority of independent directors and its clearly defined lead director responsibilities, provide an appropriate balance among strategy development, operational execution and independent oversight of capital one.",1
991,927653,2012,"mr. hammergren serves as our chairman of the board and chief executive officer. the company does not have a policy regarding whether the chairman and ceo roles should be combined or separated. rather, the company's corporate governance guidelines retain flexibility for the board to choose its chairman in any way that it deems best for the company at any given time. the board periodically reviews the appropriateness and effectiveness of its leadership structure given numerous factors. although the company has in the past separated the roles of chairman and ceo, the board believes that having mr. hammergren serve as both chairman and ceo, coupled with strong independent director leadership, is the most appropriate and effective board leadership structure for the company at this time. a number of factors support the current leadership structure. mr. hammergren has over 30 years of experience in the healthcare industry, and has served as the chairman and ceo of the company for ten years. the board believes that mr. hammergren's in-depth knowledge of the healthcare industry and of the complex businesses and operations of the company best equips him to lead board meetings as the directors discuss key business and strategic matters and best equips him to focus the board on the most critical issues. the current combined chairman and ceo structure has promoted decisive leadership, ensured clear accountability and enhanced our ability to communicate with a single and consistent voice to stockholders, customers, employees and other stakeholders. during the time mr. hammergren has served as both chairman and ceo, the company has achieved outstanding financial results as displayed in the compensation discussion and analysis below. in addition, the board believes that other aspects of the current leadership structure and corporate governance guidelines ensure effective independent board leadership and oversight of management. for example, the board regularly meets in executive session without the ceo or any other members of management present, and an independent director serves as the presiding director at such sessions. additionally, in accordance with the company's corporate governance guidelines, the chairman consults with the presiding director regarding agenda topics, and consistent with the guidelines, other directors are invited to, and in fact do, suggest items for inclusion on the board and committee meeting agendas. as a matter of practice, the chairman regularly elicits input from all of the independent directors as to the matters they would like covered at the meetings and the information they would find most helpful in their deliberations and decision-making. strong independent director leadership is also enhanced by the fact that all of the board's standing committees are composed solely of, and chaired by, independent directors. the board's role in risk oversight is discussed in greater detail below; however, with respect to the board's leadership structure, the board believes that the current structure is consistent with, and indeed enhances the effectiveness of, its risk oversight role. in short, mr. hammergren's extensive management experience and in-depth knowledge of the healthcare industry and of the complex businesses and operations of the company, as discussed above, also assist the board in understanding the risks facing the company and, therefore, in more effectively performing its risk oversight function. in sum, the company's existing board leadership structure strikes an effective balance between strong, strategically advantageous chairman and ceo leadership, and appropriate oversight of management provided by strong independent directors. the combined chairman and ceo structure has served the company and its stockholders well, and remains the most appropriate leadership structure for the company at this time. ",1
992,927807,2014,"we have always operated using a board leadership structure under which our ceo also serves as the  cotb  of our board of directors. since our formation, we have had only two persons serve as  ceo , with our current  cotb  and  ceo , mr. lowell s. dansker, serving since august 2006. lowell dansker is the son of jerome dansker, the founder of our company and our previous  cotb . in these roles, our  cotb  has specific charge, supervision and control of our business and affairs and is responsible generally for assuring that policy decisions of our board are implemented as adopted. as part of his duties, he is responsible for developing, with oversight from our board, our overall strategic direction and execution, and for performing such other duties as the board may assign to him. mr. dansker along with mr. keith olsen, president of inb, with oversight from our board and its committees, make all of our strategic decisions for us, including all of our underwriting, lending and investment decisions. this includes determining which types of loans are suitable for us, geographical locations to lend in, setting the terms and rates on all loans, determining our funding types and rates to offer on deposits, and investing our funds not used for loan originations into security investments. as  cotb , mr. dansker also provides leadership to the board and works with the board to define its structure and activities in the fulfillment of its responsibilities. our independent directors, as identified in this proxy statement, periodically review our leadership structure and believe, as a general matter, that this board leadership structure has been appropriate for us, in that the combined role of  cotb  and ceo has promoted unified leadership and direction for us, allowing for a single, clear focus for management to execute our strategy and business plan while contributing to an efficient and effective board. the board does not have a lead director as all of the independent directors have a strong knowledge of our company's operations and have held leadership positions in their respective fields of employment, both past and present. the independent directors meet in executive session at least twice per year in accordance with nasdaq guidelines. the board's role in the company's risk oversight process is to oversee and receive regular reports from our  cotb  and members of senior management on areas of material risk to the company, including operational, financial, credit, liquidity, legal, regulatory, strategic and reputational risks. the full board (or its appropriate committee) receives these reports to enable it to understand our risk identification, risk management and risk mitigation strategies. our  cotb  is also a member of a number of the board's committees as well as our various internal day-to-day management committees. the  cotb  of each board committee reports the committee's findings to the board at each board meeting. this enables the board and its committees to coordinate the risk oversight role of our company.",1
993,928022,2013,"the board believes that having mr. callon serve as both the ceo and the  cotb  is a unique benefit to the overall success and growth of the company. the board does not have an independent lead director. the board also believes that its risk management oversight role is facilitated by the company's leadership structure. by combining the positions of  cotb  and ceo , the board gains a valuable perspective that combines the operational expertise of a member of management with the oversight focus of a member of the board. the company's board believes that this division of risk management related roles among the company's independent directors fosters an atmosphere of significant involvement in the oversight of risk and that this shared oversight is appropriate for the company. ",1
994,928421,2013,"while the board retains the discretion to combine the roles in the future, as it deems appropriate, the board believes that with an independent director serving as  cotb , the interests of the stockholders are well represented and that proper governance is maintained. the company believes that the  cotb  can provide support and advice to the  ceo ; collaborate with the ceo on setting a strategic direction for the company; preside over executive or independent sessions of the board when management, including the  ceo , is not present; and lead the board in fulfilling its responsibilities. this leadership structure also provides the company the advantage of different viewpoints and backgrounds. the company believes that the current leadership structure of the board is appropriate at the present time and allows the board to fulfill its duties effectively and efficiently based on the company's current needs.",0
995,928658,2010,"board leadership structure . david r. parker has served as our president since our founding in 1985 and as cotb and CEO since 1994. the board of directors believes that the combination of these positions is the most appropriate and suitable structure for proper and efficient board functioning and communication, given the size of the company and its board. mr. parker reports to the board as the CEO along with the other executive officers and also participates in the meetings as a director. communications with the board of directors. our board of directors has adopted procedures by which our stockholders may communicate with our board regarding matters of substantial importance to us. information concerning the manner in which stockholders can communicate with the board is available on our website at http://www.covenanttransport.com mmittees of the board of directors e audit committee functions, composition, and meetings of the audit committee. the primary responsibilities of the audit committee are set forth in the audit committee report, which appears below. the audit committee met eleven times during 2009. messrs. bosworth and moline have served on the audit committee since 2003, while dr. nielson has served on the audit committee since 2004. mr. bosworth serves as cotb of the audit committee. each member of the audit committee satisfies the independence and audit committee membership criteria set forth in nasdaq rule 5605(c)(2)(a). specifically, each member of the audit committee: is independent under nasdaq rule 5605(a)(2); meets the criteria for independence set forth in rule 10a-3(b)(1) under the securities exchange act of 1934, as amended (the ""exchange act""); did not participate in the preparation of our financial statements or the financial statement of any of our current subsidiaries at any time during the past three years; and is able to read and understand fundamental financial statements, including our balance sheet, statement of operations, and cash flows statement. ",0
996,929452,2012,". kevin p. knight has served as the  cotb  of our board of directors since may 1999 and has served as our ceo since 1993. the board believes that the combination of these two positions is the most appropriate and suitable structure for proper and efficient board functioning and communication, which is facilitated by kevin knight serving as the direct link between senior management and the board. in these capacities, he provides critical insight to the board and leadership for our senior management in our day-to-day operations. to ensure that kevin knight has sufficient time to fulfill his responsibilities as the  cotb  of our board and our  ceo , the board of directors has appointed gary knight and randy knight to serve as vice chairmen and has assigned the responsibility to gary knight to conduct and preside at board meetings. kevin knight reports to the board as the ceo along with the other executive officers and also participates in the meetings as a director.",1
997,929887,2010,"dr. john g. sperling, the company's founder and controlling shareholder, serves as the executive chairman of the board. we believe that this structure is appropriate, because dr. sperling, as the holder of a significant amount of our nonvoting class a common stock and a majority of our voting class b common stock, is uniquely well-positioned to represent the interests of stockholders. dr. sperling's dual role promotes leadership, accountability and clarity in the overall direction of the company's business strategy. the duties of the executive chairman of the board include: presiding over all meetings of the board; preparing the agenda for board meetings in consultation with the co-chief executive officers and other members of the board; and presiding over all meetings of class b common stockholders. however, because of the significant sharing of executive responsibility with our two co-ceos, we do not consider dr. sperling to be our principal executive officer. rather, we consider our two co-ceos, who also serve as directors, to be our principal executive officers. apollo group is a controlled company, for purposes of the nasdaq listing rules. as such, we are not required to have a board composed of a majority of independent directors. despite this, a majority of our directors are independent and each member of our standing committees is independent. in addition, the board has a lead independent director, who presides over regular meetings of the independent director committee. the authority and responsibilities of the lead independent director are detailed in a board-approved charter pursuant to which the lead independent director has the following specific responsibilities, among others: advising senior management as to the information, agenda and meeting schedules for the board of directors and board committee meetings; advising senior management as to the quality, quantity and timeliness of the information submitted by the company's management that is necessary or appropriate for the independent directors to perform their duties effectively; recommending to senior management the retention of advisers and consultants who report directly to the board of directors; assisting the board of directors, the board's nominating and governance committee and the officers of the company in ensuring compliance with and implementation of significant corporate governance standards; developing agendas for and serving as chairman of meetings of the board's independent directors; serving as principal liaison between the independent directors and senior management on strategy, policy and other matters; recommending to the nominating and governance committee and to the chairman the membership of the various board committees, as well as the selection of committee chairmen; and chairing meetings of the board of directors when the chairman and vice chairman are not present. ",0
998,929994,2011,"the positions of principal executive officer and board chair at alc have been separate since 2006 when alc became a public company. in the board's view, the separation of these roles has served alc well and continues to be in the best interest of alc and its stockholders. the board is responsible for the stewardship of alc, including understanding alc's risk profile and monitoring its risk management programs. the board fulfills these oversight responsibilities by understanding and monitoring alc's business, industry conditions, and related alc and industry risks. the board has overall responsibility for approving procedures for the identification, assessment and management of the principal risks facing alc, including material legal and regulatory matters relating to alc. the audit committee is responsible for reviewing independently with each of management and the auditors the impact of significant risks that may be material to financial reporting. the scope of the responsibilities of the audit committee includes: (i) reviewing with management and with the external and internal auditors the presentation and impact of significant risks and uncertainties; (ii) reviewing with management issues of operational risk management, including insurance coverages maintained by alc, legal exposure (including legal claims or other contingencies) and tax assessments that could have a material effect upon alc's financial position or operating results; and (iii) reviewing the reports of the internal auditor with respect to control and financial risk. laurie a. bebo alan bell jesse c. brotz derek h.l. buntain david j. hennigar malen s. ng melvin a. rhinelander charles h. roadman ii, md michael j. spector john buono eric b. fonstad walter a. levonowich all directors & executive officers as a group (12 persons) less than 1.0%. no shares have been pledged as security by directors, nominees or executive officers except as noted below.",0
999,930553,2010,"pursuant to our restated certificate of incorporation and amended and restated bylaws, our board of directors currently consists of eight persons and one vacancy. our board of directors is divided into three classes serving staggered terms of three years. the class i directors, peter barton hutt, benjamin f. mcgraw iii, pharm.d., and andrew j. perlman, m.d., ph.d. are scheduled to serve until the annual meeting. the class ii directors, vicente anido, jr., ph.d., kathleen d. laporte, and richard c. williams, are scheduled to serve until the 2011 annual meeting of stockholders. the class iii directors, dean j. mitchell and wayne i. roe, are scheduled to serve until the 2012 annual meeting of stockholders. in the event that any person nominated as a class i director becomes unavailable or declines to serve as a director at the time of the annual meeting, the proxy holders will vote the proxies in their discretion for any nominee who is designated by the current board of directors to fill the vacancy. it is not expected that any of the nominees will be unavailable to serve. the names of the class i nominees for election to the board of directors at the annual meeting, age as of the record date, and certain information are set forth below. the names of the current class ii and class iii directors with unexpired terms, their ages as of the record date, and certain information about them are also stated below. in accordance with our amended and restated corporate governance principles, at such times as an independent director is serving as chairperson of our board of directors, the leadership of our board of directors is the responsibility of the chairperson. if a non-independent director is serving as chairperson of our board of directors, our board of directors shall designate one of the independent directors to be the lead independent director. the lead independent director will periodically help schedule and conduct separate meetings of the independent directors and perform such other duties as our board of directors may designate from time to time. mr. williams, who is an independent director, has served as chairperson of our board of directors since july 2004. we believe that this leadership structure provides the appropriate level of independent oversight necessary to ensure that our board of directors meets its fiduciary obligations to our stockholders, that the interests of management and our stockholders are properly aligned, and that we establish and follow sound business practices and strategies that are in the best interests of our stockholders. our board of directors role in the company's risk oversight process includes receiving regular reports from members of senior management on areas of material risk to the company, including operational, financial, legal and regulatory, and strategic and reputational risks. the full board of directors (or the appropriate committee in the case of risks that are under the purview of a particular committee) receives these reports from the appropriate risk owner within the company to enable it to understand our risk identification, risk management and risk mitigation strategies. when a committee receives the report, the chairperson of the relevant committee reports on the discussion to the full board of directors during the committee reports portion of the next meeting of our board of directors. this enables our board of directors and its committees to coordinate the risk oversight role, particularly with respect to risk interrelationships. as part of its charter, the audit committee discusses our policies with respect to risk assessment and risk management.",0
1000,931584,2015,"this booklet includes the universal stainless & alloy products, inc. proxy statement. enclosed with this booklet are a proxy card and a return envelope that requires no postage if mailed within the united states. a copy of the universal stainless & alloy products, inc. 2013 annual report on form 10-k is also enclosed. by order of the board of directors, paul a. mcgrath vice president of administration, general counsel and secretary april 25, 2014 the board of directors believes that mr. oates's combined role of  cotb  and ceo is in the best interests of the company and its stockholders and that mr. oates is the individual best situated to serve as  cotb  because of his detailed and in-depth knowledge of the issues, opportunities and challenges facing the company, his familiarity with the company's business and industry and his ability to identify strategic priorities essential to the future success of the company. the board believes that this structure provides for clear leadership responsibility and accountability, while still providing for effective corporate governance and oversight by a board of directors with an independent lead director. mr. toledano serves as the board's lead director. mr. toledano's responsibilities as lead director include the following: preside at all meetings of the board of directors at which the  cotb  is not present, including meetings of independent directors held in executive session; have the authority to call meetings of the independent directors when deemed appropriate; serve as a liaison between the  cotb  and the independent directors; consult with the  cotb  on agendas and schedules for board and committee meetings; and facilitate communication between the board of directors and the company's senior management. the lead director assures that appropriate independence is brought to bear on important board and governance matters. in addition, there is strong leadership vested in and exercised by the independent committee chairs, and each director may request inclusion of specific items on the agendas for board and committee meetings. considering all of the above, the board of directors believes a combination of the  cotb  and ceo functions is the best board leadership structure and is in the best interests of the company and its stockholders at this time.",1
1001,933141,2012,"in january 2012, the board of directors approved an amendment to our corporate governance guidelines regarding majority voting for directors. the board reviewed recent governance developments and an interested shareholder proposal on the subject of majority voting in the election of directors. the board concluded that when shareholders vote withhold more than for with regard to a director nominee, the nominating and corporate governance committee and the board should carefully consider and assess whether it would be appropriate for the director nominee to remain on the board. as amended, the corporate governance guidelines provide that in an uncontested director election, any nominee for director who receives a greater number of votes withhold from his or her election than votes for such election (a majority withheld vote ) would promptly tender his or her resignation following certification by the secretary of the shareholder vote. the current plurality vote standard will be retained for contested director elections (elections in which the number of director nominees exceeds the number of board seats). the committee would promptly consider the resignation offer, and a range of possible responses based on the circumstances that led to the majority withheld vote, if known, and make a recommendation to the board. the board would act on the committee's recommendation within 90 days following certification of the shareholder vote. if each member of the committee received a majority withheld vote at the same election, then the directors who did not receive a majority withheld vote would consider the resignation offers and recommend to the board whether to accept them. if three or fewer directors failed to receive a majority withheld vote, all directors may participate in the action regarding the resignation offers. any director who tenders his or her resignation pursuant to the guidelines would not participate in the committee's recommendation or board action regarding whether to accept his or her individual offer to resign. thereafter, the board would promptly disclose its decision-making process and decision regarding whether to accept the director's resignation offer (or the reason(s) for rejecting the resignation offer, if applicable) in a current report form 8-k furnished to the securities and exchange commission ( sec ). a link to the corporate governance guidelines, as amended, is on the investor relations portion of the company's website at pursuant to our bylaws, at the first meeting of each newly elected board of directors, or at such other time when there is a vacancy, the board solicits input and nominations from its members and elects one of its members as  cotb  to serve at the board's pleasure. the  cotb  presides over each board meeting and performs such other duties as may be incident to the office. although our bylaws and corporate governance guidelines would allow our  cotb  to hold the position of  ceo , it is the current policy of the board to separate these offices. this separation allows our  cotb  to maintain an independent role in management oversight. the  cotb  also chairs the nominating and corporate governance committee.",0
1002,933974,2017,"the company's governance policy, as set out on the company's corporate web site under investors and corporate governance , provides that there will always be independent leadership of the board. in accordance with the policy, the board may select the ceo to also serve as board  cotb , but its current practice is to have an independent director serve as  cotb . the policy also makes clear that in the event that the same person serves as ceo and  cotb , the board shall select a lead independent director who shall be responsible for chairing meetings of the independent directors in addition to any other responsibilities designated by the board. under this separation of responsibilities, an independent director will always be in a position of board leadership. the  cotb  is responsible for collaborating with the ceo in setting board agendas. the company's governance policy also provides that the independent directors of the board shall meet in executive session (separate from any inside directors) on a regular basis, at least as frequently as may be required by applicable nasdaq or sec rule or regulation. it has been the consistent practice of the  cotb  to conduct such meetings of independent directors at each meeting of the board of directors. in addition, under the governance policy, the  cotb  (with the assistance of the company secretary) shall (1) be primarily responsible for monitoring communications from stockholders and (2) provide copies or summaries of such communications to the other directors as he or she considers appropriate. brooks separation of the roles of ceo and  cotb  continues to offer benefits including the following: the independent oversight of the company is enhanced; the objectivity of the board's evaluation of the ceo is increased; having a non-executive  cotb  provides an independent spokesman for the company; the ceo has the benefit of a fully independent and experienced board; and the board can provide a fully independent and objective assessment of risk.",0
1003,934549,2015,"our amended and restated bylaws provide our board with flexibility to combine or separate the positions of  cotb  and ceo in accordance with its determination that utilizing one or the other structure is in the best interests of our company. currently, mr. ryan serves as president and ceo and mr. harris serves as executive  cotb . our board does not currently have a lead independent director. our board has determined that this structure is the most effective leadership structure for our company at this time. the board believes that mr. harris is the director best situated to identify strategic opportunities for our company and focus the activities of the board due to his full-time commitment to the business and long tenure with our company. our board has determined that maintaining the independence of a majority of our directors helps maintain the board's independent oversight of management. in addition, our audit, compensation and nominating and governance committees, which oversee critical matters such as our accounting principles, financial reporting practices and system of disclosure controls and internal controls over financial reporting, our executive compensation program and the selection and evaluation of our directors and director nominees, each consist entirely of independent directors.",0
1004,934648,2010,"board leadership structure and role in risk oversight the company's principal executive officer, mr. o. bruton smith, also serves as the cotb . the board believes that this leadership structure is optimal for the company at this time because mr. smith's extensive experience and status as a pioneer in the motorsports industry, together with his founding of and significant equity interest in the company, provides smi with strong and consistent leadership. the company's lead independent director coordinates providing feedback from other non-management speedway motorsports, inc. members of the board to the CEO and other company management regarding business issues. the lead independent director, through his role as cotb of the nominating/corporate governance committee, also manages the process of annual director self-assessment and evaluation of the board as a whole. management is responsible for managing the company's risk and for bringing to the board's attention areas of risk which are most material to the company. the board, including through its committees, all of which are comprised solely of independent directors, and through regular meetings of the independent directors without management present, regularly reviews areas of risk to the company and advises and directs management on the scope and implementation of policies, strategy and other actions designed to mitigate risk. the company's audit committee also reviews risks and works with management and the company's independent auditors to identify and address areas of significant risk to the company. specific examples of risks primarily overseen by the audit committee include risks related to the preparation of the company's financial statements, disclosure controls and procedures, internal controls and procedures required by the sarbanes-oxley act, accounting, financial and auditing risks, treasury risks (insurance, credit and debt), matters reported to the audit committee through the company's internal audit department and through anonymous reporting procedures, risks posed by significant litigation matters, compliance with applicable laws and regulations and risks associated with related party transactions. the nominating/corporate governance committee monitors the company's compliance with its corporate governance guidelines and code of business conduct and ethics. the company's compensation committee reviews and evaluates potential risks related to compensation programs for executive and certain non-executive employees of the company. communications to the board stockholders and other parties interested in communicating with the board as a group regarding board-related matters may do so by writing to the cotb , c/o j. cary tharrington iv, vice president and general counsel, speedway motorsports, inc., 5401 e. independence blvd., charlotte, north carolina 28212. the company's general counsel will review the facts and circumstances outlined in the communication and pass appropriate materials on to the board. in that regard, certain items that are unrelated to the duties and responsibilities of the board will be excluded. any correspondence relating to accounting, internal controls or auditing matters will be immediately brought to the attention of the members of the company's audit committee for consideration in accordance with established procedures. communications intended for non-management directors should be directed to the cotb of the nominating/corporate governance committee at the address above. speedway motorsports, inc. election of directors nominees for election to the board directors of smi are elected at the annual meeting of stockholders to serve staggered terms of three years and until their successors are elected and qualified. the board currently consists of seven directors. on february 19, 2009, mr. william p. benton, a director of smi since 1995, passed away. the terms of messrs. marcus g. smith and tom e. smith expire at the 2012 annual meeting of stockholders; the terms of messrs. william r. brooks, mark m. gambill and james p. holden expire at the 2011 annual meeting of stockholders; and the terms of messrs. o. bruton smith and robert l. rewey expire at the annual meeting and, accordingly, they are standing for reelection at the annual meeting. if elected, each director-nominee will serve until the 2013 annual meeting of stockholders and until his successor is elected and qualified, except as otherwise provided in smi's certificate of incorporation and bylaws. if for any reason a director-nominee is not a candidate when the election occurs, proxies will be voted in favor of the other director-nominee and may be voted for a substitute director-nominee, unless the board chooses to reduce the number of directors serving on the board. directors, director-nominees and executive officers ",0
1005,935703,2010,"after careful consideration, the board determined that its current leadership structure is the most appropriate for dollar tree and its shareholders. as part of the company's ongoing commitment to corporate governance, the board periodically considers its leadership structure and the role of the lead director. the board of directors believes it is in dollar tree's best interest to increase the number of shares of common stock the company is authorized to issue from 300,000,000 to 400,000,000 shares. the text of the proposed amendment to article iii(a) of our articles of incorporation is as follows:in 2003, the company separated the position of the ceo and  cotb . our corporate guidelines state that, in the event our  cotb  is not an independent director, the board shall name a lead director who is independent. because macon f. brock, jr., our  cotb , is not independent, our board appointed thomas a. saunders iii as lead director in may 2007, upon the recommendation of the nominating and corporate governance committee. since 2007, the board has annually confirmed him in this role. mr. saunders role is similar to that of an independent  cotb . as our lead director, he has clearly defined leadership authority and responsibilities, including: setting the agenda for and presiding over executive sessions of solely independent directors; confering with the ceo and  cotb ; communicating feedback from the board regarding the ceo 's performance; working with the  cotb  to set the board agenda; and remaining well-informed about senior management and succession plans. we believe that as lead director, mr. saunders has been effective at enhancing the overall independent functioning of the board. ",0
1006,936340,2010," the board members have considerable experience and knowledge regarding the challenges and opportunities facing the company and shareholders. the board believes, therefore, that separating the roles of  cotb  and ceo is unnecessary. at this time, the board believes that mr. earley is uniquely qualified through his experience and expertise to be the person who generally sets the agenda for, and leads discussions of, strategic issues for the company. nevertheless, the board will separate these functions when it considers the separation to be in the best interests of the company and shareholders. with the  cotb  and ceo positions held by mr. earley, the board believes a good governance practice is to elect a presiding director from the independent directors. the presiding director will have such responsibilities as required under the nyse listing standards, as well as such other responsibilities as determined by the board. on march 26, 2009, the board unanimously elected mr. miller as the presiding director. as presiding director, mr. miller's duties include: after careful consideration of this proposal, the board of directors has determined that retention of a classified board structure remains in the best interests of the company and its shareholders. ",1
1007,936340,2011,"our bylaws currently provide that the chairman may simultaneously serve as the ceo of the company and shall preside at all meetings of the board. in addition, the board may elect an independent director as presiding director who would serve until the next annual meeting. the board believes it is in the best interests of the company and shareholders for the board to have flexibility in determining whether to separate or combine the roles of chairman and chief executive officer based on the company's circumstances. the board has strong governance structures and processes in place to ensure the independence of the board, eliminate conflicts of interest and prevent dominance of the board by senior management. the governance guidelines and various committee charters provide for independent discussion among directors and for independent evaluation of, and communication with, many members of senior management. effective october 1, 2010, the board decided to begin facilitating the transition of the company's leadership from mr. earley to mr. anderson and as a result, they voted to separate the roles of chairman and chief executive officer. in this arrangement, mr. earley remains an employee of the company, advises mr. anderson on strategic planning activities and uses his expertise and experience to represent the company in various policy and business forums. mr. anderson will be responsible for the management of the company and will generally set the agenda for, and lead discussions of, strategic issues for the company. the board believes that both mr. earley and mr. anderson are extremely qualified through their experience and expertise to fill these roles. the board believes that this separation of these functions facilitates long term leadership stability, will not affect risk oversight and is in the best interests of the company and shareholders. even with the separation of the ceo and chairman roles, the board continues to believe a good governance practice is to elect a presiding director from the independent directors. the presiding director will have such responsibilities as required under the nyse listing standards, as well as such other responsibilities as determined by the board. on february 3, 2011, the board unanimously re-elected mr. miller as the presiding director. as presiding director, mr. miller's duties include: calling regularly scheduled executive sessions; presiding at board executive sessions of non-management directors or independent directors; and providing feedback regarding such sessions, as appropriate, to the chairman and to the ceo; reviewing shareholder communications addressed to the board or to the presiding director; organizing board meetings in the absence of the chairman; presiding at any session of the board where the chairman is not present; designating one or more directors as alternate members of any committee to replace an absent or disqualified member at any committee meeting, provided that, in the event an alternate member is designated for the audit, corporate governance or organization and compensation committee, the designate meets the company's categorical standards for director independence and sec requirements; consulting with the chairman and the ceo in the selection of topics to be discussed when developing the annual board calendar; in consultation with the board, retaining independent advisors on behalf of the board as the board determines to be necessary or appropriate; participating in the organization and compensation committee's annual review and approval of the ceo's corporate goals and objectives and evaluation of the ceo's performance against those goals; reviewing and consulting with the chairman and the corporate secretary on board meeting agendas; and collaborating with the chairman and the corporate secretary on scheduling board and committee meetings. ",0
1008,936395,2014,"although our board of directors does not have a formal policy on whether the roles of ceo and  cotb  should be separate, ciena has separately maintained these positions since 2001. separating the executive  cotb  and ceo roles allows us to efficiently develop and implement corporate strategy that is consistent with the board's oversight role, while facilitating strong day-to-day executive leadership. mr. smith currently serves as ceo and dr. nettles, who previously served as ceo until mr. smith assumed that role in 2001, serves as executive  cotb . one of our independent board members is elected to serve as lead independent director. the lead independent director is responsible for coordinating the activities of the other independent directors and has the authority to preside at all meetings of the board of directors at which the executive  cotb  is not present, including executive sessions of the independent directors. the lead independent director serves as principal liaison on board-wide issues between the independent directors and the executive  cotb , and approves meeting schedules and agendas and monitors the quality of information sent to the board. the lead independent director may also recommend the retention of outside advisors and consultants who report directly to the board of directors. if requested by stockholders, when appropriate, the lead independent director will also be available for consultation and direct communication. mr. cash currently serves as ciena's lead independent director. the board believes its leadership structure is appropriate for ciena. through the role of the lead independent director, the independence of the board's committees, and the regular use of executive sessions of the independent directors, the board is able to maintain independent oversight of our business strategies and activities. these features, together with the role and responsibilities of the lead independent director described above, work to ensure a full and free discussion of issues important to ciena. at the same time, the board is able to take advantage of the unique blend of leadership, experience and knowledge of our industry and business that dr. nettles brings to the role of executive  cotb .",0
1009,936468,2010,"the board regularly reviews its leadership structure in light of the corporation's then current needs, governance trends, internal assessments of board effectiveness, and other factors. in the fourth quarter of 2009, the board amended our bylaws and corporate governance guidelines to create the new position of ""lead director."" the board now elects one of the independent directors to serve as the lead director by the affirmative vote of the directors who have been determined to be ""independent"" for purposes of the nyse requirements. the responsibilities of the lead director are to: preside as chair at executive sessions of the non- management members of the board or executive sessions of the independent directors, or when the chairman of the board is ill, absent, incapacitated or otherwise unable to carry out the duties of chairman of the board; determine the frequency and timing of executive sessions of non- management directors and report to the chairman and ceo on all relevant matters arising from those sessions, and invite the chairman and ceo to join the executive session for further discussion as appropriate; consult with the chairman and ceo and committee chairs regarding the topics and schedules of the meetings of the board and committees; review all board and committee agendas and provide input to management on the scope and quality of information sent to the board; assist with recruitment of director candidates and, along with the chairman of the board, extend the invitation to a potential candidate for a director to join the board; act as liaison between the board and management and among the directors and the committees of the board; serve as ex- officio member of each committee if not otherwise a member of the committee; serve as the point of contact for stockholders and others to communicate with the board; recommend to the board and committees the retention of advisors and consultants who report directly to the board; and perform all other duties as may be assigned by the board from time to time. mr. ukropina serves as the elected lead director. prior to october 2009, mr. ukropina served as presiding director. the presiding director historically was the chairman of the governance committee. the lead director position represents an evolution of the presiding director role with a couple of enhancements, separate election by the independent members of the board and specifically enumerated and expanded responsibilities under the bylaws. mr. mccorkindale has been elected to succeed mr. ukropina as lead director, effective april 22, 2010. corporate governance positions of chairman and chief executive officer the positions of chairman and ceo currently are combined at lockheed martin. the corporation's policy as to whether the roles of the chairman and ceo should be separate is to adopt the practice which best serves the corporation's needs at any particular time. the board believes that no single, one- size fits all, board- leadership model is universally or permanently appropriate. in the past, the positions have been separated when deemed appropriate by the board. this structure has proven especially useful to facilitate executive leadership training, succession, and orderly transitions. at present, the board believes that its current structure effectively maintains independent oversight of management. the board periodically reviews and considers whether the positions of chairman and ceo should be combined or separated as part of its regular review of the effectiveness of the corporation's governance structure.",1
1010,936468,2011,"lead director the board regularly reviews its leadership structure in light of the corporation's then current needs, governance trends, internal assessments of board effectiveness, and other factors. in accordance with our bylaws and corporate governance guidelines, the board elects one of the independent directors to serve as the lead director by the affirmative vote of the directors who have been determined to be independent for purposes of the nyse listing standards. mr. mccorkindale serves as the elected lead director. the responsibilities of the lead director are to: preside as chair at executive sessions of the non-management members of the board or executive sessions of the independent directors, or when the chairman of the board is ill, absent, incapacitated or otherwise unable to carry out the duties of chairman of the board; determine the frequency and timing of executive sessions of non-management directors and report to the chairman and ceo on all relevant matters arising from those sessions, and invite the chairman and ceo to join the executive session for further discussion as appropriate; consult with the chairman and ceo and committee chairs regarding the topics and schedules of the meetings of the board and committees; review all board and committee agendas and provide input to management on the scope and quality of information sent to the board; assist with recruitment of director candidates and, along with the chairman and ceo, extend the invitation to a potential candidate for a director to join the board; act as liaison between the board and management and among the directors and the committees of the board; serve as ex-officio member of each committee if not otherwise a member of the committee; serve as the point of contact for stockholders and others to communicate with the board; recommend to the board and committees the retention of advisors and consultants who report directly to the board; and perform all other duties as assigned by the board from time to time. positions of chairman and chief executive officer the board periodically reviews and considers whether the positions of chairman and ceo should be combined or separated as part of its regular review of the effectiveness of the corporation's governance structure. the positions of chairman and ceo currently are combined at lockheed martin. the corporation's policy as to whether the roles of the chairman and ceo should be separate is to adopt the practice which best serves the corporation's needs at any particular time. the board believes that no single, one-size fits all, board-leadership model is universally or permanently appropriate. in the past, the positions have been separated when deemed appropriate by the board. this structure has proven especially useful to facilitate executive succession and orderly transitions. at present, the board believes that its current structure effectively maintains independent oversight of management. ",1
1011,936468,2012,"the board regularly reviews its leadership structure in light of the corporation's then current needs, governance trends, internal assessments of board effectiveness, and other factors. in accordance with our bylaws and corporate governance guidelines, the board annually elects one of the independent directors to serve as the lead director by the affirmative vote of a majority of the directors who have been determined to be independent for purposes of the nyse listing standards. the board has structured the role of the lead director to fulfill the important requirements of independent leadership on the board. mr. mccorkindale serves as the elected lead director. the responsibilities specified in our bylaws for the lead director are to: the board periodically reviews and considers whether the positions of  cotb  and ceo should be combined or separated as part of its regular review of the effectiveness of the corporation's governance structure. the positions of  cotb  and ceo currently are combined at lockheed martin. because of our ceo 's range of industry experience and depth of knowledge, the board has determined that our ceo is currently best suited to focus on strategy and set the board agendas. the combination of these roles promotes unified leadership and a more cohesive corporate culture, which strengthens our ability to stay ahead of the challenges faced by our industry. the corporation's policy as to whether the roles of the  cotb  and ceo should be separate is to adopt the practice which best serves the corporation's needs at any particular time. the board believes that no single, one-size fits all, board-leadership model is universally or permanently appropriate. in the past, the positions have been separated when deemed appropriate by the board. this structure has proven especially useful to facilitate executive succession and orderly transitions. at present, the board believes that its current structure effectively maintains independent oversight of management. we plan to continue to reexamine our corporate governance policies and leadership structures on an ongoing basis to ensure that they continue to meet the corporation's needs. the board has determined that the following directors are independent: nolan d. archibald, rosalind g. brewer, david b. burritt, james o. ellis, jr., thomas j. falk, gwendolyn s. king, james m. loy, douglas h. mccorkindale, joseph w. ralston, and anne stevens. as  cotb  and ceo , robert j. stevens is an employee of the corporation and is not independent under the nyse listing standards or our corporate governance guidelines. in determining that each of the non-management director-nominees is independent, the board considered the relationships described under certain relationships and related person transactions of directors, executive officers, and 5 percent stockholders, on page 14, which it determined were immaterial to the individual's independence. in our view, shareholder value is enhanced by an independent board chair who can provide a balance of power between the ceo and the board, and support strong board leadership. the primary duty of a board of directors is to oversee the management of a company on behalf of its stockholders. but if the chair of the board is not independent from the ceo , a conflict of interest can result in excessive management influence on the board and weaken the board's oversight of management. we believe that independent board leadership would be particularly constructive at lockheed martin, where in 2010 robert stevens received over four times the average compensation of the other named executive officers. a study shows pay inequity is associated with lower firm value and greater ceo entrenchment (bebchuk, pay distribution in the top executive team, february 2007). your board believes that no single, one-size fits all, board-leadership model is universally or permanently appropriate. the board believes that lockheed martin and its stockholders are best served by having the flexibility to choose the best and most appropriate structure at any particular time. adopting a policy to restrict that discretion would deprive the board of the ability to select the most qualified and appropriate individual to lead the board as  cotb  and/or  ceo . your board already possesses the authority to separate the positions of  cotb  and ceo if it deems such action appropriate in the future. the policy advocated by this proposal would take away your board's flexibility to evaluate and change the structure of our  cotb  and ceo positions, as and when appropriate, to best serve the interests of lockheed martin and our stockholders. the positions of  cotb  and ceo currently are combined at lockheed martin. in the past, the positions have been separated when deemed appropriate by the board. this has proved especially useful to facilitate executive leadership training, succession, and orderly transitions in the past. the combination of these roles is also an effective element in managing the challenging environment faced by our industry today, as it has become increasingly important for the corporation to present a unified and informed front to our u.s. government customers. furthermore, the combination of these roles promotes unified leadership and a more cohesive corporate culture, which strengthens our ability to stay ahead of the challenges faced by our industry. because of our ceo 's range of industry experience and depth of knowledge, the board has determined that he is currently best suited to focus strategy and set the board agenda. the board believes that its independence and oversight of management are effectively maintained through alternative means. in 2009, the board created the position of lead director and structured the role to ensure an effective balance to the combined  cotb  and ceo positions and fulfill the important requirements of independent leadership on the board. the lead director, currently mr. mccorkindale, is appointed by and from the independent board members as a separate and independent position from the position of  cotb . the lead director presides at all the meetings of the board at which the  cotb  is not present. he has the authority to call, and lead, non-management director and independent director sessions, can retain independent legal, accounting, or other advisors in connection with these sessions, and facilitates communication between the  cotb  and independent directors. the lead director reviews and consults with the  cotb  regarding board meeting agendas and as to the appropriate schedule of board meetings, and may request inclusion of additional agenda items. ) found that 59% of s&p 500 companies have a leadership structure combining the positions of  cotb  and ceo . of the 41% of s&p 500 companies that have separated the positions of  cotb  and ceo , only 21% have chairmen who are considered truly independent. ",1
1012,936468,2012,"the board periodically reviews and considers whether the positions of chairman and ceo should be combined or separated as part of its regular review of the effectiveness of the corporation's governance structure. the positions of chairman and ceo currently are combined at lockheed martin. because of our ceo's range of industry experience and depth of knowledge, the board has determined that our ceo is currently best suited to focus on strategy and set the board agendas. the combination of these roles promotes unified leadership and a more cohesive corporate culture, which strengthens our ability to stay ahead of the challenges faced by our industry. the corporation's policy as to whether the roles of the chairman and ceo should be separate is to adopt the practice which best serves the corporation's needs at any particular time. the board believes that no single, one-size fits all, board-leadership model is universally or permanently appropriate. in the past, the positions have been separated when deemed appropriate by the board. this structure has proven especially useful to facilitate executive succession and orderly transitions. at present, the board believes that its current structure effectively maintains independent oversight of management. we plan to continue to reexamine our corporate governance policies and leadership structures on an ongoing basis to ensure that they continue to meet the corporation's needs. ",1
1013,936528,2014,"the following tables set forth information relating to continuing directors of washington federal and the nominees for election as directors. the ceo also serves as  cotb , due in part to the chief executive's tenure with the company, which provides unique and intimate knowledge regarding the history, strategy, business and operations of washington federal. the lead independent director coordinates the activities of the non-management directors and acts as the principal liaison between the independent directors of the board and the  cotb . the company's board of directors endorses the view that one of its primary functions is to protect stockholders interests by providing independent oversight of management, including the  ceo . however, the board does not believe that mandating a particular structure, such as a separate  cotb  and  ceo , is necessary to achieve effective oversight. the  cotb  has no greater or lesser vote on matters considered by the board than any other director, and the  cotb  does not vote on any related party transaction. all directors of washington federal, including the  cotb , are bound by fiduciary obligations, imposed by law, to serve the best interests of the stockholders. accordingly, separating the offices of  cotb  and ceo is not deemed to be in the best interest of washington federal. risk is inherent with every business, and how well a business manages risk can ultimately determine its success. the company faces a number of risks, including credit risk, interest rate risk, liquidity risk, operational risk, strategic risk and reputation risk. management is responsible for the day-to-day management of risks that washington federal faces, while the board, as a whole and through its committees, has responsibility for the oversight of risk management. in its risk oversight role, the board of directors has the responsibility to satisfy itself that the risk management processes designed and implemented by management are adequate and functioning as designed. to accomplish this, the ceo meets regularly in executive session with the board to discuss strategy and risks facing the company. in addition, the enterprise risk manager, the manager of internal audit and the manager of internal asset review report directly to the audit & risk policy committee and meet regularly with them. senior management attends all board meetings and is available to address any questions or concerns raised by the board on risk management and any other matters. management and the board work together to provide strong oversight of the company's management and affairs through its standing committees and when necessary, but in any event at least two times each year, special meetings of independent directors are held.",1
1014,937136,2011,". our board of directors has no fixed policy with respect to the separation of the offices of  cotb  and  ceo . our board retains the discretion to make this determination on a case-by-case basis from time to time as it deems to be in the best interests of the company and our stockholders at any given time. the board currently believes that separating the positions of ceo and  cotb  is the best structure to fit the company's needs. this structure ensures a greater role for the independent directors in the oversight of the company and active participation of the independent directors in setting agendas and establishing priorities and procedures for the work of the board. as described above, each of the board's four committees are comprised entirely of independent directors. the board also believes that this structure is preferred by a significant number of the company's stockholders.",0
1015,939767,2010,"board leadership structure. the board does not have a formal policy on whether the role of cotb and CEO should be separate or combined. our corporate governance guidelines provide that the board will select its cotb and the CEO in the manner it considers to be in the best interests of our company and those of our stockholders. currently, we have an independent cotb separate from the CEO . the board believes this bifurcated structure provides for sufficient independent oversight of management and strong board leadership, while allowing for the effective management of company affairs. the board believes that if the positions of cotb and CEO are combined, the appointment of a lead independent director would be necessary for effective governance. accordingly, our corporate governance guidelines provide that if the roles are combined, the independent directors of the board must appoint a lead independent director. our corporate governance guidelines provide that the lead independent director would: (i) preside at all meetings of the board at which the cotb is not present, including executive sessions of the independent directors; (ii) have the authority to call meetings of the independent directors; (iii) serve as the principal liaison on board-wide issues between the independent directors and the cotb ; and (iv) have such other authority and duties as the board may from time to time determine. the board believes that this flexible approach provides it with the ability to establish a leadership structure based upon its judgment is in the best interests of our company and those of our stockholders at any given time. role of the board in risk oversight. management is responsible for identifying the various risks facing our company, including, without limitation, strategic, operational, financial and regulatory risks that may exist from time to time. management is also charged with the responsibility of implementing appropriate risk management policies and procedures and managing our risk exposure on a day-to-day basis. while we do not have a formal risk oversight policy, the board, as a whole and through its various committees, conducts the risk oversight function for our company. in its risk oversight role, the board evaluates whether management has reasonable controls in place to address material risks currently facing our company and those we may face in the future. the board and its committees meet at regularly scheduled and special meetings throughout the year at which they are presented with information regarding risks facing the company. the board also is presented with such information during monthly teleconferences among our board and senior management established to provide the members of our board with more frequent business updates. following consideration of the information provided by management, the board provides feedback, makes recommendations and, as needed, issues directives to management to address our risk exposure. stockholder communications with the board. security holders may send communications to the board by mail at 249 east grand avenue, p.o. box 511, south san francisco, california 94083-0511, by facsimile at (650) 837-7951 or by e-mail at info@exelixis.com, each of the foregoing sent attn: board of directors. ",1
1016,940332,2014,"harry t. rein (age 69) mr. rein has served as a director of the company since 1985. he is a retired partner of foundation medical partners. mr. rein was the principal founder of canaan partners in 1987, a venture capital investment firm and served as its managing general partner until 2002. prior to that, he was president and ceo of ge venture capital corporation. mr. rein joined general electric company in 1979 and directed several of ge's lighting businesses as general manager before joining the venture capital subsidiary. mr. rein attended emory university and oglethorpe college and holds an mba from the darden school at the university of virginia. mr. rein's areas of relevant experience include operational, cost control, management, corporate governance and venture capital expertise. dennis f. strigl (age 67) mr. strigl has served as a director since january 2010 and will serve as lead independent director as of the annual meeting. he previously was on the board from january 2000 to may 2008. he was the president and coo of verizon communications from january 2007 through december 2009 and was formerly the president and ceo of verizon wireless, one of the largest wireless communications providers in the u.s., since its formation in april 2000. previously, mr. strigl served as president and ceo of bell atlantic mobile, group president and ceo of the global wireless group of bell atlantic, vice president of operations and chief operating officer of bell atlantic new jersey, inc. (formerly new jersey bell telephone company) and served on its board of directors. he also served as president and ceo of applied data research inc. mr. strigl currently serves on the board of directors of pnc financial services group and pnc bank. mr. strigl holds an undergraduate degree in business administration and a doctorate in humane letters from canisius college and an m.b.a. from fairleigh dickinson university. mr. strigl is also a part-time lecturer at rutgers university. mr. strigl's areas of relevant experience include knowledge of cellular communications carrier operations and requirements; extensive knowledge of the cellular communications industry; and management and corporate governance expertise. directors continuing in office until 2015 (class ii directors) ronald michels (age 60) mr. michels was appointed  cotb  on march 20, 2013. he has served as director, president and ceo from march 28, 2011 to june 12, 2013, and as a director and ceo since june 12, 2013 and served as senior vice president chief technology and strategy officer of the company since april 2009. prior to that mr. michels was the senior vice president broadband products. mr. michels joined anadigics in 1987 and has served in several management and executive positions during that time. prior to joining anadigics, he held various engineering and management positions in lockheed electronics, new jersey public broadcasting, and k & m broadcasting. mr. michels earned his bachelor's degree in electrical engineering from the new jersey institute of technology. he holds several u.s. patents, has authored a number of publications in the area of rf communications and serves on the lehigh university electrical & computer engineering advisory board. mr. michels areas of relevant experience include intimate knowledge of the company as well as broadband and wireless product design, marketing and sales, communications systems, industry and customer base and semiconductor processing and manufacturing. paul bachow (age 62) mr. bachow has served as a director of the company since january 1993. he has been president of bachow & associates, inc., a private investment firm, since he founded the firm in 1989. bachow & associates, inc. has acted as the manager of numerous hedge funds, private equity investment funds, portfolio companies and other investment vehicles. typical investments have been in the communications, electronics, services and productivity areas. mr. bachow has a b.a. from american university, a j.d. from rutgers university, along with a master's degree in tax law from new york university, and is a c.p.a. mr. bachow's areas of relevant experience include investment expertise in communications and electronic areas; financial, tax reporting, management, corporate governance, merger and acquisition, and accounting expertise. directors continuing in office until 2016 (class iii directors) david fellows (age 61) mr. fellows has served as a director of the company since may 2007; serving as a member of the company's technical advisory board from april 2003 until may 2007 and from january 2010 to present. prior to that, he served as director of the company from september 1994 until april 2003. in addition, he became a general partner of genovation capital, llc, an early stage venture capital company, in 2008. from 2003 to 2006 he was evp and chief technology officer at comcast cable, in charge of technology, engineering and technical operations, and from 2007 to 2010 he served comcast as executive fellow. prior to that, from december 2001 until their acquisition by comcast in 2003 he was chief technology officer at at&t broadband. mr. fellows received his bachelor's degree in engineering and applied physics from harvard college and a masters degree in electrical engineering from northeastern university. mr. fellows has also served on a number of private company and non-profit boards. he is chair of the data standards subcommittee for the scte, and was previously a member of the board of directors for cablelabs in louisville, co. he serves on and has served on, a number of technical advisory boards. mr. fellow's areas of relevant experience include knowledge of technology, engineering and operations in the cable industry relevant to the company's infrastructure operations. ronald rosenzweig (age 76) mr. rosenzweig, a co-founder of anadigics in 1985, has served as a director of the company since its inception and previously was vice- cotb  from august 2008 to september 2009. mr. rosenzweig was executive  cotb  from 1989 to 2008. from the company's inception in 1985 until 1998, mr. rosenzweig served as president and ceo of the company. he was a co-founder of microwave semiconductor corp. and served as the company's president and ceo and was a board member. mr. rosenzweig was also on the board of a private company, quake technology, from 2004 to 2008. mr. rosenzweig also currently serves on the board of a private company, maxtena, inc. mr. rosenzweig received his bachelor's degree in chemical engineering from city college of new york. mr. rosenzweig's areas of relevant experience include knowledge of the industry, technology and markets, customers, manufacturing operations, institutional history and investor base. director resigning as of annual meeting lewis solomon (age 80) mr. solomon is currently the lead independent director of the board and will serve in such position until his resignation, which shall occur at the time of the annual meeting. he has served as a director of the company since september 1994 and its  cotb  from september 2009 to march 2013, and previously, from 1985 to 1989. mr. solomon has been  cotb  of scc company, a consulting firm specializing in technology, since 1990 and previously served as the  cotb  of harmonic inc. resigning in august 2013. prior to founding scc company, mr. solomon was an executive vice president with alan patricof associates from 1983 to 1986, and a senior vice president of general instruments from 1967 to 1983. mr. solomon received a bachelor's degree in physics from st. joseph's college and a master's degree in industrial engineering from temple university. mr. solomon's areas of relevant experience include operational, cost control, management, corporate governance and venture capital expertise. compensation of directors our company uses a combination of cash and equity-based incentive compensation for each non-employee director's services. directors who are employees of anadigics, do not receive additional compensation for their service as directors. periodically, the board and the governance and nominating committee assess the role of the  cotb  and the board leadership structure to ensure the interests of the company and its shareholders are best served. as a result of this review, the board took action in march 2013 to combine the roles of  cotb  and  ceo , and to also create the role of lead independent director. effective as of march 19, 2013, the  cotb  and ceo positions were held by ronald michels and the position of lead independent director is held by lewis solomon. as of the annual meeting, and upon mr. solomon's resignation, mr. strigl will serve as lead independent director. in making this determination, the board took into account: naming mr. michels as  cotb  would add a substantial strategic perspective to that position; the combined  cotb  and ceo role would fully leverage mr. michels skills and experience, and permit the board to benefit from his hands-on expertise about the company; and naming mr. michels as  cotb , along with the designation of a lead independent director, would provide an important element of continuity to the board's leadership structure. in making these judgments, the board also took into account its evaluation of mr. michels performance as ceo and president, his very positive relationships with the other members of the board, and the strategic vision and perspective he would bring to the  cotb  position. the board was uniformly of the view that mr. michels would provide excellent leadership to the board in the performance of its duties. taking all of this into account, the board concluded that naming him as  cotb  would fully leverage his skill and experience and enable an effective process for board and leadership succession at anadigics, and would best serve the interests of the company and its shareholders. the duties of the lead independent director are as follows: preside at all meetings of the board of directors at which the  cotb  is not present; call and chair meetings of the independent directors; provide advice with respect to the selection of committee chairs and members; and perform such other duties as the board may from time to time delegate to assist the board in the fulfillment of its responsibilities.",1
1017,941548,2010," the board believes it may be desirable and in the best interests of the company to combine these positions or to separate them, depending upon the circumstances. these positions were separated in 2008 to ensure an orderly transition when our new board-appointed ceo took office and the former  cotb  and ceo continued as  cotb . in the future, the board will consider whether combining these positions or continuing to keep them separate would best serve the interests of the company and its shareholders under the circumstances that exist at that time. of a change in control, or consider one itself, that our executives be able to assess and advise the company whether such transaction would be in the best interests of the company and our stockholders, and to take such other action regarding the transaction as our board of directors determines to be appropriate, without being influenced by the uncertainties of their own situation. ",0
1018,941548,2011,"chairman of the board and chief executive officer positions. the board believes it may be desirable and in the best interests of the company to combine these positions or to separate them depending upon the circumstances. these positions were separated in 2008 to ensure an orderly transition when our board appointed our then chief operating officer, mr. moore, as ceo, and our former chairman and ceo, mr. erikson, continued as chairman of the board. effective may 3, 2011, these positions will once again be combined when mr. erikson steps down as chairman and mr. moore becomes our chairman as well as our ceo. the board believes recombining these positions will best serve the interests of the company and its stockholders under the present circumstances. presiding director. the board has elected a presiding director annually since 2003 to preside over the executive sessions of the independent directors. the board is of the opinion that it is appropriate to have a presiding director whether the positions of chairman and ceo are combined or separated. the board elected mr. david ross as presiding director for the board to serve from may 2010 to may 2011. mr. ross is also chair of the nominating and governance committee. ",1
1019,943110,2013,"we believe that our board provides strong overall management of the company. the board of directors believes that mr. messina's service as board chair, president and CEO is appropriate and is in the best interests of the board, the company and its stockholders. mr. messina was appointed president in march 2009, cotb on may 21, 2012 and CEO on october 10, 2012. he brings valuable insight given his tenure with us, as well as his knowledge of our industry. our board of directors as a whole has responsibility for risk oversight. the oversight responsibility of the board is enabled by management reporting processes that are designed to provide visibility to the board about the identification, assessment, and management of critical risks and management's risk mitigation strategies. these areas of focus include strategic, operational, financial and reporting, succession and compensation, compliance, and other risks.",0
1020,943580,2011,"currently, the company separates the role of ceo ( ceo ) and  cotb . the ceo has the primary responsibility of executing the company's strategy by providing leadership and direction to all executive officers. the company's performance against strategic objectives is monitored regularly through interactions between the ceo and his senior management team. the  cotb  supports the ceo in executing the company's strategy, presides over meetings of the full board and provides independent experience, expertise and oversight. the board believes this leadership structure is appropriate for the company and its stockholders at this time because it supports strategy development and execution and facilitates information flow between senior management and the board of directors. ",0
1021,944148,2013,"the positions of  cotb  and ceo are both held by mr. gerard. the board believes the combination of these roles provides the board with a more comprehensive understanding of ongoing operations and current issues. this structure also facilitates the identification of emerging issues, communication of essential information to the board and preparation of agendas for the board. since our  cotb  is an executive officer of the company, the board believes it is appropriate to have an independent lead director who, among other things, chairs all executive sessions of our independent directors and facilitates communication between the board of directors and the company's executive officers. it is the board's belief that the current composition, committee system and the position of an independent lead director effectively maintains board independence and independent oversight of management and company performance. mr. burdick currently acts as the company's lead director. as in past years, each member of the board and each committee member participated in performance self-assessments regarding their respective roles, their performance in each role, the activities of each body, and the performance and structure of leadership at the board and management levels. the results of these assessments were reviewed by the full board, each committee, and by the independent directors as a group.",1
1022,944508,2013,"for several years we have split the roles of  cotb  and ceo so that our  cotb  is better positioned to provide strong leadership that is separate and distinct from senior management. previously, our  cotb  has also assumed the role of independent lead director to support management with strategic planning and transactions. going forward, the  cotb  and the board have determined that this lead director role is no longer necessary, but our  cotb  will continue to take an active board leadership role, including facilitating the functionality of committees, soliciting strategic perspectives and specific feedback from board members and leading some of the strategic discussions on the board.",0
1023,944809,2011,"the company is led by dr. frost, who has served as ceo and  cotb  since march 2007. five of our directors satisfy nyse independence requirements. our board of directors also includes two management directors other than dr. frost. the company does not have a member of our board who is formally identified as the lead independent director. however, independent directors head each of our board's three standing committees the audit committee, the compensation committee, and the corporate governance and nominating committee, and each of the committees is comprised solely of independent directors. although the board does not have a formal policy on whether the roles of ceo and  cotb  should be separated, we believe that our current board leadership structure is suitable for us. the ceo is the individual selected by the board of directors to manage our company on a day to day basis, and his direct involvement in our business operations makes him best positioned to lead productive board strategic planning sessions and determine the time allocated to each agenda item in discussions of our company's short- and long-term objectives.",1
1024,945235,2011," since september 2007, we have separated the role of president and ceo from the role of  cotb . currently, mr. schwartz serves as president and  ceo , and mr. perelman serves as non-executive  cotb  of the company. we believe that this board leadership structure is best for our company and our stockholders. the president and ceo is responsible for the the board of directors has determined that it is advisable and in the best interests of the company and the stockholders to adopt the 2011 ltip. the purpose of the plan is to foster and promote the long-term financial success of the company and increase stockholder values by (a) strengthening the company's capability to develop and maintain a management team; (b) motivating superior performance by means of long-term performance related incentives linked to business performance of the company; (c) attracting and retaining qualified personnel by providing incentive compensation opportunities competitive with other similar companies; and (d) enabling officers and other key employees to participate in the long-term growth and financial success of the company. the 2011 ltip is generally intended to provide bonuses that qualify as performance-based compensation within the meaning of section 162(m) of code. a copy of the 2011 ltip is attached hereto as appendix 2. the following summary of the material features of the 2011 ltip is qualified in its entirety by reference to the complete text of the 2011 ltip. ",0
1025,945394,2012,"our board is comprised of both independent trustees and managing trustees, with a majority being independent trustees. our independent trustees are not employees of rmr, are not involved in our day to day activities and are persons who qualify as independent under the applicable rules of the nyse and sec. our managing trustees have been employees, officers or directors of rmr or involved in our day to day activities for at least one year. our board is composed of three independent trustees and two managing trustees. our president and our treasurer are not members of our board, but they regularly attend board meetings, as does our director of internal audit. other officers of rmr also sometimes attend board meetings at the invitation of our board. our audit, compensation and nominating and governance committees are comprised solely of our independent trustees, and an independent trustee serves as chair of each such committee. these standing committees have responsibilities related to our leadership and governance, including among other things: (1) our audit committee reviews our financial reports, oversees our accounting and financial reporting processes, selects our independent accountants, determines the fees paid to our independent accountants and assists our board with its oversight of our internal audit function, our risk management and our compliance with legal and regulatory requirements; (2) our compensation committee annually evaluates the performance of our director of internal audit and approves the compensation we pay to him, determines any compensation that we directly pay to our president, reviews and approves any compensation that we directly pay to our treasurer and any other senior executive of ours who is also a senior executive of rmr, reviews our business and property management agreements with rmr, evaluates rmr's performance under those agreements, approves the fees and certain other costs that we pay under those agreements, determines whether those agreements will be renewed, amended, terminated or allowed to expire and administers all of our equity compensation awards; and (3) our nominating and governance committee considers nominees to serve on our board, recommends to our board nominees for election to our board, assesses our board's performance and reviews and assesses our board leadership structure and governance guidelines and recommends to the board any changes it determines appropriate. the chairs of our audit, compensation and nominating and governance committees set the agenda for their respective committee meetings, but committee members, our managing trustees or members of our management may suggest agenda items to be considered by these committees. we do not have a cotb of our board or a lead independent trustee. our president, any managing trustee or any two independent trustees may call a special meeting. our managing trustees, in consultation with our president and treasurer, set the agenda for our board meetings, and any independent trustee may place an item on an agenda by providing notice to a managing trustee, our president or our treasurer. discussions at board meetings are led by the managing trustee or independent trustee who is most knowledgeable on a subject. our board is small, which facilitates informal discussions and communication from management to the board and among trustees. our independent trustees meet to consider company business without the attendance of our managing trustees or our officers, and they meet separately with our officers, with our director of internal audit and with our outside accountants. in such meetings of our independent trustees, the chair of the audit committee presides unless the independent trustees determine otherwise. in light of the size of our board and the oversight provided by and involvement of our independent trustees and board committees in the leadership of our company, our board considers that our current leadership structure and conduct combines appropriate leadership with the ability to conduct our business efficiently and with appropriate care and attention.",0
1026,945436,2012,"although memc's by-laws do not require separate individuals serving in the role of chairman of the board and chief executive officer, memc believes it is currently best served by having separate individuals serve as chairman of the board of directors and as chief executive officer. due to the company's growth plans and our focus on maximizing operations, the board believes that the chief executive officer's full time and attention should be spent on leading that growth with a focus on the company's everyday operations. as a result, mr. chatila serves on the board of directors, but mr. marren, an independent outside director, serves as the chairman of the board of directors. mr. marren has over 10 years of service on the memc board of directors, and brings additional expertise to the memc board chairman role as a partner of tpg capital, a global private investment firm. mr. marren is independent under applicable nyse rules, and functions as both the chairman of the board and as lead independent director. ",0
1027,945764,2011,"currently, wieland f. wettstein serves as chairman of our board of directors and phil rykhoek serves as our chief executive officer. separating the positions of chief executive officer and chairman of the board allows our chief executive officer to focus on the day-to-day leadership and performance of the company, while allowing the chairman of the board to lead the board in its fundamental role of providing advice and oversight to management. the board does not have a policy as to whether the chairman of the board should be a non-management director or a member of management. instead, the company's corporate governance guidelines allow the board the flexibility to select the best director to serve as chairman of the board at any given time, regardless of whether the director is an independent director. between june 30, 2009 and october 6, 2010, mr. wettstein and mr. roberts served as co-chairmen of the board. on the latter date, mr. roberts resigned his positions as co-chairman of the board and chief strategist of the company and became a director of the board and geological advisor of the company in conjunction with his assumption of the role as the non-executive chairman of the board of directors of a newly-formed private equity-funded oil and natural gas entity. the board recognizes that no single leadership structure is right for all companies, and depending on the circumstances other leadership structures might be appropriate. the board believes the current leadership structure is effective and appropriate, allows for a separation of executive powers, provides an experienced chairman with whom the chief executive officer can discuss issues facing the company, and gives a significant voice to non-management directors. ",0
1028,946454,2010," during 2005, the board of directors and stockholders approved the adoption of the 2005 employee stock purchase plan. the plan is set to expire in october 2010. during march of 2010, the board of directors approved an amendment to extend the duration of the employee stock purchase plan to october 2013. the board believes that an employee stock purchase plan, such as contained in the 2005 plan, is important to provide a mechanism to offer both management and non-management employees the ability to participate in the long-term growth of the company with minimal dilution to stockholders by offering all eligible employees the opportunity to purchase ballantyne common stock at a 15% discount through payroll deductions. under the 2005 plan, a maximum of 2,000 shares per plan year can be purchased by eligible employees. since the adoption of the plan, 61,447 shares have been purchased by eligible employees leaving 88,553 shares available for issuance under the plan if the stockholders approve the extension. ",0
1029,946673,2012,"the positions of  cotb  and of president and ceo are held by two persons. this has been the case since 1995, when banner was formed to become the holding company for banner bank. the board believes this structure is appropriate for banner because it provides the board with capable leadership and independence from management. it also allows the president and ceo to focus on the day-to-day business of managing banner, while the  cotb  leads the board. the board of directors recognizes that effective risk management requires a high level of cooperation between the board and senior management. nonetheless, the board has established and maintains its independence in overseeing the conduct of banner, including the risk management process. the board's leadership structure takes into account its risk administration function by the conduct of its business through board meetings and through its committees, in particular the corporate governance/nominating, audit and risk committees, as well as by the separation of the positions of  cotb  and of president and ceo as described above. our common stock is listed on the nasdaq global select market. in accordance with nasdaq rules, at least a majority of our directors must be independent directors. the board has determined that 10 of our 13 directors are independent, as defined by nasdaq. robert d. adams, gordon e. budke, edward l. epstein, david a. klaue, constance h. kravas, robert j. lane, john r. layman, brent a. orrico, gary sirmon and michael m. smith are independent.",0
1030,946840,2011,"the board evaluates its leadership structure and role in risk oversight on a periodic basis. the board determines what leadership structure it deems appropriate based on factors such as the experience of the applicable individuals, the current business environment of our company or other relevant factors. as further discussed below, after considering these factors, the board determined that continuing to combine the positions of  cotb  and ceo is the appropriate board leadership structure at this time. the board currently combines the role of  cotb  with the role of  ceo , coupled with a lead independent director position to further strengthen the governance structure. the board believes this provides an efficient and effective leadership model for our company and leverages mr. milano's long tenure with and institutional knowledge of our company. combining the  cotb  and ceo roles fosters clear accountability, effective decision-making, and alignment on corporate strategy. the board has also established a strong, independent, clearly-defined lead director role. the lead independent director presides at all meetings of the board at which the  cotb  is not present; including executive sessions of the independent directors; serves as liaison between the  cotb  and the independent directors; is involved in establishing the agendas for meetings of the board of directors and the nature of information presented at such meetings and has the authority to call meetings of the independent directors. in addition, the board of directors regularly holds executive sessions of the independent directors to assure effective independent oversight. in 2012, the board of directors met five (5) times in executive session. the board is also responsible for oversight of our risk management practices while management is responsible for the day-to-day risk management processes. our executive management team evaluates enterprise risks and shares their assessment of such risks with a board committee or the full board for oversight. the nominating and corporate governance committee receives periodic reports from management regarding the most significant risks facing us and assists the board in its oversight role. in addition, financial risks and our internal control environment are overseen by the audit committee and the compensation committee considers how risks taken by management could impact the value of executive compensation.",1
1031,947484,2016,"the board currently combines the role of  cotb  and  ceo , together with an independent lead director to strengthen our corporate governance structure. we believe that the combined role of  cotb  and ceo promotes unified leadership and direction for the company, which provides a single, clear focus for management to execute the company's strategy and business plan. this structure also fosters clear accountability and effective decision making. we believe that the combined role of  cotb  and  ceo , together with an independent board, including an independent lead director, provides an appropriate balance between strategy development and independent oversight of management. several factors ensure that we have a strong and independent board. as indicated below, all directors, with the exception of mr. iordanou and mr. vollaro, are independent as defined under the applicable listing standards of the nasdaq stock market llc ('nasdaq'), and the audit, compensation and nominating committees of our board are composed entirely of independent directors. the company's independent directors bring experience, oversight and expertise from many industries, including the insurance industry. in addition to feedback provided during the course of board meetings, the independent directors regularly meet in executive session without management present. the board also has regular access to our management team. the lead director coordinates the activities of the other non-management/independent directors, and performs such other duties and responsibilities as the board may determine. the lead director presides at all meetings of the board at which the  cotb  is not present, including executive sessions of the non-management/independent directors, and has the authority to call meetings of the non-management/independent directors. the lead director also serves as principal liaison between the  cotb  and the non-management/independent directors and works with the  cotb  to develop an appropriate schedule of board meetings and to establish the agendas for board meetings. in addition, the lead director advises the  cotb  as to the quality, quantity and timeliness of the flow of information from the company's management that is necessary for the independent directors to effectively and responsibly perform their duties. the lead director is also available, when appropriate, for consultation and direct communication with major shareholders.",1
1032,948708,2017," the board believes that its current leadership structure provides independent board leadership and engagement while deriving the benefit of having our ceo also serve as  cotb . as the individual with primary responsibility for managing the company's day-to-day operations and with in-depth knowledge and understanding of the company, he is best positioned to chair regular board meetings as we discuss key business and strategic issues. this combined structure provides independent oversight while avoiding unnecessary confusion regarding the board's oversight responsibilities and the day-to-day management of business operations. ",1
1033,948846,2010,"chairperson of the board our company is led by mr. robert fornaro who has served as ceo and  cotb  since 2007 after succeeding joseph leonard as first ceo , then  cotb , of the company. we combine this traditional leadership structure with a board structure in which mr. fornaro is the only non-independent director and an active board process where our non-management directors meet quarterly outside of the presence of mr. fornaro in meetings which are chaired by an independent director with the  cotb ship of the meeting rotating on a quarterly basis. we believe this structure currently works best for the company by providing us with the benefits of a single person setting the tone and having primary responsibility for managing our operations and provides clear leadership for airtran. at the same time, by having a board which is otherwise composed of all independent directors, including former ceo s, individuals with airline operating experience, airline regulatory experience, and diverse other talents, we believe we have created a board that is collegial, well versed in board processes and the duties of the committees on which they sit, and well engaged in their responsibilities. the board believes its members have no reticence about forcefully expressing their views while at the same time fully and fairly considering the views of their fellow directors, and that the members of the board have the experience and ability to critically evaluate the performance of our  cotb  and ceo in implementing the strategic, as well as day to day, goals of the company. although the board periodically evaluates alternative board governance models and refinements to the existing structure, it believes, after assessing the current service of the company's  cotb  and ceo and the current composition of the board, that the current board leadership structure is appropriate for the company. executive sessions and quarterly independent chair under our corporate governance guidelines, our non-management directors meet regularly throughout the year without the ceo or other management employees. we hold these executive sessions at least quarterly. in 2009, our non-employee directors held executive sessions in january, may, july, and october. the meeting of non-management board members is chaired by one of the independent members of our board, and the chairperson of those meetings rotates among all independent members of our board based on seniority on our board. the chairperson of each of the next four scheduled meetings will be: mr. chapman (may 2010), ms. biggins (august 2010), mr. drummond (october 2010), and mr. fiedler (february 2011). the quarterly independent chair has frequent contact with the company's  cotb  and ceo . the responsibilities of the quarterly independent chair are determined by the independent directors from time to time. those responsibilities include: establishing the agenda for each executive session; presiding at meetings of the board of directors when the  cotb  is not present, including executive sessions of the independent directors; serving as a liaison between the  cotb  and the independent directors (although the independent directors are encouraged to communicate freely with the  cotb ); suggesting, in collaboration with the  cotb  and with input from the other directors, board of directors meeting agendas and schedules; and calling, as necessary, executive sessions of the independent directors. our quarterly independent chair also has significant responsibilities under our ceo emergency succession plan when the  cotb  and ceo is unable to fulfill his responsibilities.",1
1034,949039,2010,"our board's leadership structure consists of our chairman of the board, james s. tisch, and our lead director, currently raymond s. troubh, who is also the chairman of our board's compensation committee. currently our chairman of the board is not one of our executive officers, although from march 1998 to may 2008, mr. tisch also served as our chief executive officer. as provided in our corporate governance guidelines, the board has no fixed policy with respect to combining or separating the offices of chairman of the board and chief executive officer. these have been at times combined and at times separated. the board has exercised discretion in combining or separating the positions as it has deemed appropriate in light of prevailing circumstances and the board continues to reserve the right to make this determination. our board believes that this structure permits it to obtain input and guidance from both senior management and non- management directors, including through the lead director, as well as sufficient flexibility to adapt to changing circumstances, which enable the board to fulfill its oversight role. from time to time the board reviews the manner in which the board and its leadership are configured, with a view toward maintaining a structure that will best serve our company and its stockholders",0
1035,949373,2014,"currently, e. nelson heumann, a retired employee of greenlight, serves as the  cotb  of our board of directors and michael w. arthur, serves as our interim president and  ceo . the company has separate positions of the ceo and the board of directors chair and has determined that this current leadership structure is appropriate. the company believes having a separate ceo and board of directors chair is an important part of its overall commitment to the highest standards of corporate governance. our board of directors has determined that e. nelson heumann, frank c. meyer, edna k. morris, thomas j. mueller and s. garrett stonehouse, jr., all current directors, qualify as independent directors under the rules promulgated by the sec under the securities exchange act of 1934, as amended (the exchange act), and by the nasdaq stock market. there are no family relationships among any of our executive officers, directors or nominees for director.",0
1036,949858,2011,"the chairperson of the board of directors is responsible for managing the board of directors business, including setting the agenda (with the input of directors and management), facilitating communication among directors, presiding at meetings of the board of directors and stockholders, sitting as chairperson at each regularly scheduled board of directors meeting and providing support and counsel to the  ceo . pursuant to our corporate governance guidelines, the board of directors is free to choose the chairperson of the board of directors in any manner that is in our best interests at the time. the corporate governance guidelines identify a number of non-exclusive factors for the board of directors to consider in the selection process, including the current size of our business, the composition of the board of directors, the current candidates for the position, applicable regulations and our succession planning goals. because this stockholder vote is advisory and not binding on us or the board of directors, the board of directors may decide that it is in the best interests of our stockholders and us to hold stockholder advisory votes on executive compensation more or less frequently than the option selected by the largest number of our stockholders. until march 23, 2010, we did not have a chairperson of the board of directors. we believed this structure was appropriate until a candidate was identified with extensive experience as a senior executive and as a chair of biotechnology or pharmaceutical company boards of directors. effective march 23, 2010, jack goldstein, a non-employee independent director, was appointed as the chairperson of the board of directors. we do not have a policy mandating the separation of the roles of chairperson and  ceo . this allows the board of directors flexibility to determine whether the two roles should be combined or separated based on our needs and the board of directors assessment of its leadership from time to time. the board of directors, however, believes such separation is currently appropriate, as it enhances the accountability of the ceo to the board of directors and strengthens the independence of the board of directors from management. in addition, by separating these roles, mr. cormack can focus his efforts on running our business and managing the day-to-day challenges that we are faced with, while allowing the board of directors to benefit from dr. goldstein's extensive experience as a director of various public companies. the board of directors believes dr. goldstein is best suited to be chairperson of the board of directors because of his extensive experience as a senior executive and as a chair of biotechnology or pharmaceutical company boards of directors, as well as his availability of time to dedicate to the position. ",0
1037,949874,2012,"given the size of the company's board, the board believes that it is desirable to have the flexibility to decide whether the roles of  cotb  and ceo should be combined or separate as the company evolves over time. the board currently combines the role of  cotb  with the role of  ceo . the board believes this currently provides an efficient and effective leadership model for the company, especially given the relatively small size of the company's board. the company's independent directors bring experience, insight and expertise from outside the company, while the ceo brings company- and industry-specific experience and perspective. the independent directors provide significant input in setting the agenda for each board meeting. the board believes that the combined role of  cotb  and ceo facilitates information flow between management and the board and allows the board to operate in an efficient and effective manner, resulting in effective corporate governance. in addition, it has been the company's practice to give the board regular access to management below the senior executive level, including attendance of managers as a group at board meetings and interaction with board members in informal settings that facilitate informal communication. ",1
1038,1000045,2014,"the company's board of directors currently consists of five members divided into three classes, with the members of each class serving three-year terms expiring at the third annual general meeting of shareholders after their election. the company's board of directors, upon the recommendation of the nominating/corporate governance committee, has nominated: (i) each of ralph t. finkenbrink and kevin d. bates to stand for re-election as a director at the meeting, to hold office for a remaining term of two years expiring at the 2016 annual general meeting of shareholders, and until his successor has been duly elected and qualified; and (ii) stephen bragin to stand for re-election as a director of the meeting, to hold office for a term of three years expiring at the 2017 annual general meeting of shareholders, and until his successor has been duly elected and qualified. no other person has been nominated by the board to stand for election as a director at the meeting. assuming a quorum is present, the election of each of messrs. finkenbrink, bates and bragin as a director requires that a plurality of the total votes cast with respect to common shares present, or represented, and entitled to vote at the meeting vote in favor of his election. (please note that brokers or other nominees who hold shares for you no longer have the discretionary authority to vote your uninstructed shares in the election of directors.) in the event mr. finkenbrink, mr. bates, or mr. bragin is unable to serve, the persons designated as proxies will cast votes for such other person in their discretion as a substitute nominee. the board of directors has no reason to believe that any of the foregoing nominees will be unavailable, or if elected, will decline to serve. messrs. finkenbrink, bates and bragin are residents of the united states. certain information is set forth below for each of the nominees for director, as well as for each director whose term of office will continue after the meeting. alton r. neal mr. neal has served as a director of the company since may 17, 2000. he retired from the private practice of law at the end of 2008. he had been in private practice since 1975 and had been a partner with the firm of johnson, blakely, pope, bokor, ruppel & burns, tampa, florida, since 1999. from 1994 until 1999, he was a partner in the firm of forlizzo & neal. mr. neal also previously served as a vice president corporate finance for raymond james & associates, inc. and worked at lever brothers in new york, new york. mr. neal received his bachelor of science degree in accounting from lipscomb university and received his juris doctor degree from emory university. mr. vosotas, the founder of the company, served as both our  ceo , or ceo , and  cotb  from the company's inception in 1985 until may 31, 2014. from may 31, 2014 until mr. vosotas resignation as  cotb  on june 25, 2014, ralph t. finkenbrink served as our president and ceo and mr. vosotas served as our  cotb . since july 1, 2014, mr. finkenbrink has served as both our  ceo , or ceo , and  cotb . our board does not have a policy on whether or not the roles of ceo and  cotb  should be separate; indeed, the board has the authority to choose its  cotb  in any way it deems best for our company at any given point in time. accordingly, our board reserves the right to vest the responsibilities of the ceo and  cotb  in the same person or in two different individuals, depending upon what it believes is in the best interests of the company. our board currently believes that mr. finkenbrink is best qualified to serve as both our  cotb  and ceo , given his long history with our company, his ownership interest in the company and the current size of both the company and our board. our board, and, in particular, the audit committee are involved on an ongoing basis in the general oversight of our material identified enterprise-related risks. each of our ceo and chief financial officer, with input as appropriate from other appropriate management members, reports and provides relevant information directly to either our board and/or the audit committee on various types of identified material financial, reputational, legal and business risks to which we are or may be subject, as well as mitigation strategies for certain key identified material risks. our board's and audit committee's roles in our risk oversight process have not affected our board leadership structure.",1
1039,1000180,2011,"mr. marks has served as the chairman of the board since january 1, 2011. dr. harari served as the chairman of the board and chief executive officer for all of 2010 until his retirement on december 31, 2010. mr. federman serves as the vice chairman and lead independent director of the board. each of the current directors, other than mr. mehrotra, is independent and the independent directors have regular executive sessions. following an executive session of independent directors, one or more of the attending directors may: (1) act as a liaison between the independent directors and management regarding any specific feedback or issues; (2) provide management with input regarding agenda items for board and committee meetings; and (3) coordinate with management regarding information to be provided to the independent directors in performing their duties. the board believes that this approach appropriately and effectively complements the company's current leadership structure. through december 31, 2010, the company's chief executive officer also served as the chairman of the board. the board believed that the combination of those roles was appropriate, because of the chief executive officer's long-standing role with the company. following the retirement of dr. harari, the board determined that it would be in the company's best interests to separate the chairman of the board and the chief executive officer positions because it allows the newly-appointed chief executive officer to focus on the company's day-to-day business, while allowing the chairman of the board to lead the board in its fundamental role of providing advice to and independent oversight of management. further, the board recognizes the time, effort, and energy that the chief executive officer is required to devote to his position, as well as the commitment required to serve as the company's chairman, particularly as the board's oversight responsibilities continue to grow. the company's corporate governance principles do not establish this approach as a policy, but as a matter that is considered from time-to-time. under its charter, the nominating and governance committee periodically reviews the performance of the full board, which includes the functionality of the board's leadership structure. ",0
1040,1000209,2017,"the board of directors is responsible for our management and direction and for establishing broad corporate policies. as further described below, the board of directors held regularly scheduled meetings during the year ended december 31, 2011. the board of directors is comprised of nine total members, a majority of whom (six) are not interested persons under the 1940 act. the board of directors held four formal meetings during the year ended december 31, 2011. each director attended at least 75% of the meetings of the board of directors and all committees of the board of directors on which he served. our directors are encouraged to attend the annual meeting of shareholders. two of our directors attended last year's annual meeting. alvin murstein serves as both the ceo and  cotb . mr. murstein is an interested person under the 1940 act. the board of directors believes that this leadership structure is appropriate because mr. murstein's service as both the ceo and  cotb  is in the best interest of our company and our shareholders. mr. murstein possesses detailed and in-depth specialized knowledge of the taxicab medallion loan business, opportunities and challenges facing our company and is thus best positioned to develop agendas that ensure that the board of director's time and attention are focused on the most critical matters. his combined role enables greater efficiency regarding management of the company, provides for decisive leadership, ensures clear accountability, and enhances our ability to communicate our message and strategy clearly and consistently to our shareholders, employees and customers. because of the ease of communication arising from the relatively small size of the board of directors and the small number of independent directors, the board of directors has determined not to designate a lead independent director. the board of directors believes that our independent directors provide effective oversight of management. moreover, in addition to feedback provided during the course of board of director meetings, the independent directors hold regular executive sessions. we believe that this approach effectively encourages full engagement of all directors in executive sessions, while avoiding unnecessary hierarchy. following an executive session of independent directors, the presiding director acts as a liaison between the independent directors and the  cotb  regarding any specific feedback or issues, provides the  cotb  with input regarding agenda items for board and committee meetings, and coordinates with the  cotb  regarding information to be provided to the independent directors in performing their duties. the board believes that this approach appropriately and effectively complements the combined  cotb / ceo  structure.",1
1041,1000298,2010,"the board does not have a policy regarding the separation of the roles of ceo and  cotb  as the board of directors believes it is in the best interests of the company to make that determination based on the position and direction of the company and the membership of the board. the board has determined that having the company's ceo serve as  cotb  is in the best interest of the company's stockholders at this time. this structure makes the best use of the  ceo 's extensive knowledge of the company and its industry, as well as fostering greater communication between the company's management and the board. leigh j. abrams serves as the company's lead independent director. the lead independent director advises the  cotb  or otherwise undertakes the following: assesses the quality, quantity and timeliness of the flow of information from management as necessary for the independent directors to perform their duties effectively and responsibly, including requesting that certain material be included in materials prepared for the board by management; and moderates executive sessions of the board's independent directors and acts as a liaison between the independent directors and the  cotb  and/or ceo on appropriate issues. the company faces a variety of operational and market risks, including interest rate risk, credit risk, liquidity risk and prepayment risk. the board of directors believes an effective risk management system will (1) timely identify the material risks that the company faces, (2) communicate necessary information with respect to material risks to senior executives and, as appropriate, to the board or audit committee, (3) implement appropriate and responsive risk management strategies consistent with company's risk profile, and (4) integrate risk management into company decision-making. the board has designated the audit committee to take the lead in overseeing risk management. the audit committee discusses with management the company's major financial risk exposures and the steps management has taken to monitor and control such exposures, including the company's risk assessment and risk management policies. the audit committee also reviews the significant reports to management, including assessment of the company's risk management processes and systems of internal controls, prepared by the internal auditing department and management's responses. the board of directors encourages management to promote a corporate culture that incorporates risk management into the company's corporate strategy and day-to-day business operations. the board of directors also continually works, with the input of the company's executive officers, to assess and analyze the most likely areas of future risk for the company.",1
1042,1000697,2010,"as stated in the company's corporate governance guidelines, the board has no set policy with respect to the separation of the offices of chairman and chief executive officer, but instead makes a particular determination in the context of selecting a  ceo . douglas a. berthiaume has served as both chairman of the board and chief executive officer since 1996. since 2004, thomas p. salice, an independent director, has served as the board's ""lead director"". in that capacity, he presides over executive sessions of the non- management directors of the board and provides a focal point for and facilitates communication among non- management directors, company management and company stockholders. the board believes that, during the tenure of mr. berthiaume, combining the offices of chairman of the board and chief executive officer has served the company well, fostering strong and consistent leadership. the lead independent director's responsibilities increased in 2004 facilitating an appropriate balance between such leadership and independent and effective oversight of the company's affairs.",1
1043,1000697,2012,"as stated in the company's corporate governance guidelines, the board has no set policy with respect to the separation of the offices of chairman and chief executive officer, but instead makes a particular determination in the context of selecting a  ceo . douglas a. berthiaume has served as both chairman of the board and chief executive officer since 1996. since 2004, thomas p. salice, an independent director, has served as the board's lead director . in that capacity, he presides over executive sessions of the non-management directors of the board and provides a focal point for and facilitates communication among non-management directors, company management and company stockholders. the board believes that, during the tenure of mr. berthiaume, combining the offices of chairman of the board and chief executive officer has served the company well, fostering strong and consistent leadership. the lead independent director's responsibilities increased in 2004 facilitating an appropriate balance between such leadership and independent and effective oversight of the company's affairs. ",1
1044,1000697,2012,"as stated in the company's corporate governance guidelines, the board has no set policy with respect to the separation of the offices of chairman and chief executive officer, but instead makes a particular determination in the context of selecting a  ceo . douglas a. berthiaume has served as both chairman of the board and chief executive officer since 1996. since 2004, thomas p. salice, an independent director, has served as the board's lead director . in that capacity, he presides over executive sessions of the non-management directors of the board and provides a focal point for and facilitates communication among non-management directors, company management and company stockholders. the board believes that, during the tenure of mr. berthiaume, combining the offices of chairman of the board and chief executive officer has served the company well, fostering strong and consistent leadership. the lead independent director's responsibilities increased in 2004 facilitating an appropriate balance between such leadership and independent and effective oversight of the company's affairs. ",1
1045,1001039,2012,"the company's corporate governance guidelines specify that the chairman of the board will be an independent director, unless the board determines that a different structure would better serve the best interests of the shareholders, in which case, the board will disclose in the company's proxy statement the reasons for a different arrangement and appoint an independent director as lead director with duties and responsibilities detailed in the corporate governance guidelines. for the reasons that follow, the board has determined that in view of the unique set of circumstances that now exist at the company a different structure would better serve the interests of shareholders at this time. in weighing how to structure the chairman's role, the board took into account the coincidence of two developments: (a) the decision by mr. pepper to step down from the board at the next annual shareholder meeting, and (b) the fact that mr. iger would be nearing the end of his existing employment agreement at that time coupled with the board's conclusion that securing mr. iger's leadership and skills for a period of almost five years, through mid-2016, would be of critical value and importance to the company. the board also believed that there would be tremendous value in planning for the appointment of a new ceo towards the latter part of that period while continuing to get the benefit of mr. iger's skill and experience as an executive of the company to aid in the transition for the duration of his contract. lastly the board concluded that naming mr. iger as mr. pepper's successor as an executive chair through the expiration of mr. iger's contract would further these and serve a number of important other objectives: it would add a substantial strategic perspective to the chair position, provide important continuity to board leadership and best position mr. iger to accomplish the transition with the new ceo as outlined above. in making this judgment, the board took into account its evaluation of mr. iger's performance as ceo and president, his very positive relationships with the other members of the board of directors and the strategic vision and perspective he would bring to the chair position. the board was uniformly of the view that mr. iger would provide excellent leadership of the board in the performance of its duties. ",0
1046,1001039,2014,"during the past fiscal year, the board and mr. iger discussed extending mr. iger's tenure as ceo for an additional 15 months to coincide with the term of his service as  cotb , which ends on june 30, 2016. the board determined that it was in the best interest of shareholders to have the full benefit of mr. iger's leadership as ceo and  cotb  for the duration of his tenure, and on july 1, 2013, the board extended mr. iger's tenure as ceo through the expiration of his employment agreement with the same compensation currently afforded to mr. iger as ceo in the agreement. while the extension of mr. iger's position as ceo means that his tenure no longer overlaps with the anticipated tenure of a new  ceo , the board believes that the benefit of mr. iger continuing as ceo outweighs the benefits that might arise from such an overlap. the board regularly discusses succession matters and is working closely with mr. iger to ensure a smooth management transition. specify that the  cotb  will be an independent director, unless the board determines that a different structure would better serve the best interests of the shareholders, in which case, the board will disclose in the company's proxy statement the reasons for a different arrangement and appoint an independent director as lead director with duties and responsibilities detailed in the during the past fiscal year, the board and mr. iger discussed extending mr. iger's tenure as ceo through june 30, 2016, on existing contractual terms. the board determined that it was in the best interest of shareholders to have the full benefit of mr. iger's leadership as ceo and  cotb  for the duration of his tenure and on july 1, 2013 extended mr. iger's tenure as ceo through the expiration of his employment agreement in june 2016. while the extension of mr. iger's position as ceo means that mr. iger's tenure as  cotb  under his agreement no longer overlaps with the anticipated tenure of a new  ceo , the board believes that the benefit of mr. iger's continuing as ceo outweighs any benefits that would arise from such an overlap and that a smooth management transition will still be achieved. as described under board leadership, above, the board extended mr. iger's tenure as ceo because it determined that it was in the best interest of shareholders to have the benefit of mr. iger's leadership as ceo and  cotb  for the duration of his tenure. the board of directors believes that shareholders should have the right to call a special meeting, provided that the meeting is proposed by shareholders who have a true economic interest in a significant percentage of our shares and have held that interest for at least one year. the company's by-laws already permit stockholders to propose business at the annual meeting. therefore, the board believes special meetings should only be called to consider extraordinary events that are of interest to a broad shareholder base and that need immediate attention prior to the next annual meeting. for every special meeting, the company is required to incur the board takes matters of corporate governance seriously, and continuously monitors emerging best practices and adopts measures where it determines that they are in best interest of shareholders. the company's governance practices include: majority election of directors; a board 90% of whose members are independent; independence standards that exceed regulatory requirements and exchange guidelines; and a strong independent lead director when the board believes that combination of the roles of the  cotb  and ceo is in the best interests of shareholders.",1
1047,1001250,2012,"our board is currently led by our executive  cotb , who is a member of the lauder family. as provided in our corporate governance guidelines, we also have an independent director who serves as our presiding director. the remaining directors include our president and  ceo , nine other non-employee directors (eight of whom are independent), and three more members of the lauder family. a majority of the directors are independent. the board of directors considers this structure appropriate in view of the lauder family's significant investment in the company, including direct and indirect holdings of more than 86% of the voting power of the outstanding voting stock. the structure also comports with the stockholders' agreement among various members of the lauder family and the company, which was originally entered into in connection with our initial public offering in 1995. see 'additional information regarding the board of directors stockholders' agreement.' in addition to his responsibilities as  cotb , mr. w. lauder, as executive  cotb , works with the president and ceo to set overall vision, strategy, financial objectives and investment priorities for the business. he also continues to provide high-level leadership in areas that are important to the company, including marketing, trade relations, global communications and regulatory affairs. mr. hockaday, the current presiding director, presides at all meetings or executive sessions of non-employee or independent directors.",0
1048,1001288,2011,"as part of its review of the company's overall corporate governance practices, the board of directors periodically reviews its leadership structure. currently, the board believes that the most effective leadership structure for the company is for the company's chief executive officer to serve as chairman of the board of directors. dr. curlander served as chairman and chief executive officer of the company from april 1999 to october 2010. as part of the company's succession planning process and to allow for an orderly transition, dr. curlander has continued to serve as executive chairman and chairman of the board when mr. rooke assumed the role of president and chief executive officer in october 2010. at its meeting on february 24, 2011, the board of directors appointed mr. rooke as the company's chairman, effective as of april 28, 2011, the date of the company's annual meeting of stockholders. the board combined the chairman and chief executive officer role in 1999 to provide strong leadership and a unified voice for the company's management and the board. the board has been satisfied with the combined chairman and chief executive officer and believes it has served the company's stockholders well. this leadership structure allows the chief executive officer to establish a board agenda, with board input, which focuses on the company's strategic challenges, ensures the board is presented with the necessary information required to fulfill its responsibilities, and allows for productive and effective board meetings. except for dr. curlander (who is retiring from the board of directors on april 30, 2011) and mr. rooke, the board is completely comprised of independent directors who bring a broad range of leadership experience to the board and regularly contribute to the thoughtful discussion involved in effectively overseeing the business and affairs of the company. collegial, yet rigorous, debate at board meetings is common. also, the finance and audit committee, the corporate governance and public policy committee and the compensation and pension committee are comprised solely of independent directors and each with a separate independent chair. these committees perform important roles for the company as explained in the composition of board and committees section. the independent directors also meet in executive session at each regularly scheduled meeting to voice their observations and to shape future board agendas. immediately following each session, the presiding director notifies the chairman of the board of the independent directors assessment of the meeting and any desired agenda items for future meetings. thus, the board has the opportunity to take up issues it believes are important. when the chairman of the board is not an independent director, the board also elects a single presiding director from the current independent directors with such duties and for such term as the board may determine from time to time. at each regularly-scheduled meeting of the board of directors, the independent directors meet in executive session, at which only independent directors are present. the presiding director serves as  cotb  of those meetings and presides over any meeting of the board when the chairman of the board is not present. in addition, the presiding director consults with the chairman of the board to plan and set the agenda for meetings of the board of directors and serves as the point of contact for members of the board of directors to raise issues not readily addressable directly to the chairman. the presiding director also performs such other functions and responsibilities as required by the board of directors from time to time. based on the recommendation of the corporate governance and public policy committee, mr. montupet was elected as the presiding director at the february 2010 meeting and assumed that position at the april 2010 meeting and will continue to serve in that role for a term of two years. prior to mr. montupet's election as the presiding director, mr. hardymon served as the presiding director from april 2008 to april 2010. the board believes that the leadership structure in which the company's chief executive officer serves as chairman of the board, the vast majority of the board is comprised of independent directors, the board committees described above are led by independent directors, the company has a presiding director with known responsibilities, and the independent directors hold regular meetings in executive session, remains the optimal leadership structure for the company and the company's stockholders. stockholders and other interested parties may communicate directly with the presiding director, non-management directors as a group or any member of the board of directors through the corporate secretary by writing to him at lexmark international, inc., 740 west new circle road, lexington, kentucky 40550. the corporate secretary will review all communications and forward appropriate correspondence to the proper board member or members. ",1
1049,1001316,2015,"the board does not have a formal policy regarding the separation of the roles of ceo and executive  cotb , as the board believes that it is in the best interests of the company to make that determination based on the direction of the company and the current membership of the board. the board has determined that having a director who is an executive officer serve as the  cotb  is in the best interest of the company's stockholders at this time.",1
1050,1001426,2013,"mr. alex hui currently serves as the  cotb  and ceo of the company. the board of directors and its nominating and corporate governance committee believe that combining the roles of  cotb  and ceo is appropriate for the company. mr. hui has served in these capacities since 1999. given mr. hui's experience as a co-founder and president, ceo and director of pericom for 24 years, and board  cotb  since 1999, the respect which he has earned from employees, business partners and shareholders, as well as other members of the semiconductor industry, and his proven leadership skills, the board of directors believes the best interests of the company's shareholders are met by mr. hui's continued service in both capacities. the board of directors believes mr. hui's fulfillment of both responsibilities encourages clear accountability and effective decision-making, and provides strong leadership for the company's employees and other stakeholders.",1
1051,1001838,2014,"the board believes that the company is best served by separating the positions of  cotb  and  ceo . mr. germ n larrea mota-velasco is the  cotb  of our board of directors and mr. oscar gonz lez rocha, the president of the company, is our  ceo . we also have a ceo for our mexican operations. mr. xavier garcia de quevedo topete, our chief operating officer, is the president and ceo of southern copper minera mexico. this structure provides three leaders for the company and results in a more effective organization. we believe our current board leadership structure is optimal for us because it demonstrates to our employees, suppliers, customers, and other stakeholders that the company is under strong leadership with three persons setting the tone and having responsibility for managing our operations.",0
1052,1001902,2010,"board leadership structure our company is led by mr. fairbairn, our ceo. mr. pond, who founded intevac in 1991, serves as the  COTB  of our board, and has served as chair since the company's inception. as discussed above under lead director , one of our independent directors, mr. dury, acts as our independent lead director. the company believes the stockholders are best served by this structure, which provides us with a dynamic leader, a steady connection to the company's history, and a strong independent voice. our board of directors also contains 3 independent directors in addition to mr. dury. as further discussed above under board meetings and committees , the board has three standing committees audit, compensation, and nominating and governance. each of the board committees is comprised solely of independent directors, with each of the three committees having a separate chair. our corporate governance guidelines provide that our non-employee directors meet in an executive session at each board meeting. we also have a mechanism for stockholders to communicate directly with independent directors as a group or with any individual director. our directors bring a broad range of leadership experience to the board and regularly contribute to the oversight of the company's business and affairs. we believe that all board members are well engaged in their responsibilities and that all board members express their views and consider the opinions expressed by other directors. on an annual basis as part of our governance review, the board (led by the nominating and governance committee) evaluates our leadership structure to ensure that it remains the optimal structure for our company and our stockholders. we believe that our leadership structure has been effective for the company. we believe that having an independent lead director and independent chairs for each of our board committees provides the right amount of independence for our company. we have a leader for our company, a strong cotb position, and oversight of company operations by experienced independent directors who have appointed an independent lead director and committee chairs. ",1
1053,1001902,2017,"our company is led by mr. pond, who founded intevac in 1991. mr. pond serves as the  cotb  of our board and as our ceo . mr. pond has served as chair since the company's inception. as discussed above under lead director , one of our independent directors, mr. dury, acts as our independent lead director. the company believes the stockholders are best served by this structure, which provides us with a dynamic leader who is also a steady connection to the company's history and a strong independent voice. our board also contains 4 independent directors in addition to mr. dury. as further discussed above under board meetings and committees , the board has three standing committees audit, compensation and nominating and governance. each of the board committees is comprised solely of independent directors, with each of the three committees having a separate chair. our corporate governance guidelines provide that our non-employee directors meet in an executive session at each board meeting. we also have a mechanism for stockholders to communicate directly with independent directors as a group or with any individual director. our directors bring a broad range of leadership experience to the board and regularly contribute to the oversight of the company's business and affairs. we believe that all board members are well engaged in their responsibilities and that all board members express their views and consider the opinions expressed by other directors. on an annual basis as part of our governance review, the board (led by the nominating and governance committee) evaluates our leadership structure to ensure that it remains the optimal structure for our company and our stockholders. we believe that our leadership structure has been effective for the company. we believe that having an independent lead director and independent chairs for each of our board committees provides the right amount of independence for our company. we have a strong leader and  cotb , and oversight of company operations by experienced independent directors who have appointed an independent lead director and committee chairs.",1
1054,1002047,2010,"the board of directors does not currently have a policy on whether the roles of chief executive officer and chairman may be filled by one individual. this allows the board flexibility to better address the leadership needs of the company from time to time as it deems appropriate. we currently separate the positions of chief executive officer and chairman of the board. from january 2008 until august 2009, mr. warmenhoven served as both chief executive officer and chairman of the board. since that time, mr. georgens has served in the role of chief executive officer and mr. warmenhoven has continued in the role as executive chairman of the board and has assumed the position of executive chairman, a newly created position intended to help the company build and expand relationships with certain strategic partners around the world. the board believes that the respective roles of mr. georgens and mr. warmenhoven best utilize their skills and qualifications in the service of the company at this time. the chief executive officer is responsible for setting the strategic direction of the company, the general management and operation of the business, and guidance and oversight of senior management. the executive chairman of the board presides at all meetings of the board and of the stockholders, monitors the content, quality and timeliness of information sent to the board and is available for consultation with the board regarding the company's oversight of business affairs. we have also designated one of our directors as lead independent director since our chief executive officer and executive chairman of the board are currently employees of the company, and have deemed such position to be integral to our board structure. the lead independent director chairs board meetings when the executive chairman of the board is not present; schedules, sets the agenda for and chairs executive sessions; and chairs matters which are within the purview of the independent directors. the lead independent director also chairs the corporate governance and nominating committee. in addition, the lead independent director serves as a liaison between the executive chairman of the board and the independent directors; recommends changes to improve the effectiveness of the board, the board committees and the individual directors serving on the board; and performs such other functions and responsibilities as requested by the board from time to time. as described in more detail below, our board of directors has four standing committees, each  cotb  and each member of which is an independent director. our board of directors delegates substantial responsibility to each board committee, which reports its activities and actions back to the full board of directors. we believe that our independent board committees and their respective chairs are an important aspect of our board leadership structure. ",0
1055,1002047,2011,"the board of directors does not currently have a policy on whether the roles of chief executive officer and chairman may be filled by one individual. this allows the board flexibility to better address the leadership needs of the company from time to time as it deems appropriate. we currently separate the positions of chief executive officer and chairman of the board. from january 2008 until august 2009, mr. warmenhoven served as both chief executive officer and chairman of the board. since that time, mr. georgens has served in the role of chief executive officer and mr. warmenhoven has continued in the role as chairman of the board and has assumed the position of executive chairman, a position intended to help the company build and expand relationships with certain strategic partners around the world. the board believes that the respective roles of mr. georgens and mr. warmenhoven best utilize their skills and qualifications in the service of the company at this time. the chief executive officer is responsible for setting the strategic direction of the company, the general management and operation of the business, and guidance and oversight of senior management. the executive chairman of the board presides at all meetings of the board and of the stockholders, monitors the content, quality and timeliness of information sent to the board and is available for consultation with the board regarding the company's oversight of business affairs. ",0
1056,1002047,2012,"the board of directors does not currently have a policy on whether the roles of chief executive officer and chairman of the board may be filled by one individual. this allows the board flexibility to better address the leadership needs of the company from time to time as it deems appropriate. we currently separate the positions of chief executive officer and chairman of the board. .mr. georgens serves in the role of chief executive officer and mr. warmenhoven serves as executive chairman of the board and executive chairman, a position intended to help the company build and expand relationships with certain strategic partners around the world. the board believes that the respective roles of mr. georgens and mr. warmenhoven best utilize their skills and qualifications in the service of the company at this time. the chief executive officer is responsible for setting the strategic direction of the company, the general management and operation of the business, and guidance and oversight of senior management. the executive chairman of the board presides at all meetings of the board and of the stockholders, monitors the content, quality and timeliness of information sent to the board and is available for consultation with the board regarding the company's oversight of business affairs. ",0
1057,1002135,2014,"the board believes that its collective experience, knowledge of the company and familiarity with the industries in which the company operates, among other things, places the board in the most favorable position to determine the optimal leadership structure for the company. the board has determined that combining the role of the  cotb  and ceo ( ceo ) is the optimal structure for the company at this time, and that it does not require a designated lead director. the board believes that the stockholders are best served by mr. gilbert occupying both roles, thereby unifying the leadership and direction of the board with management of the company. the arrangement also facilitates communication and provides efficiencies. the board, as a whole and through its committees, has responsibility for the oversight of risk management. the company's officers are responsible for the day-to-day management of the material risks faced by the company, including the identification of risks, assessment of economic consequences and tradeoffs, and plans and processes for management or mitigation of risk, as appropriate. in its oversight role, the board is responsible for assuring that risk management processes designed and implemented by management are adequate and functioning as designed. the company strategies for each business unit identify key risks and uncertainties that are reviewed by the board at least annually, and the board of directors receives regular updates from management regarding the status of key risks facing the company. in addition to the role of the full board, committees of the board each oversee certain aspects of risk management. the audit committee oversees risk management related to financial and financial reporting matters, including the company's system of internal controls. the compensation committee oversees risks related to compensation policies and practices. the corporate governance and nominating committee is responsible for overseeing risks related to corporate governance matters. 7 ",1
1058,1002517,2012,"the board currently combines the role of  cotb  and chief executive. the board believes that the ceo is best situated to serve as  cotb  because he is the director most familiar with the company's business and industry and is therefore best able to identify the strategic priorities to be discussed by the board. the board believes that combining the role of  cotb  and ceo facilitates information flow between management and the board and fosters strategic development and execution. the board has appointed robert frankenberg as the lead independent director. the lead independent director serves as the focal point for independent directors, coordinating feedback to the ceo on behalf of the independent directors regarding business issues and board management. the lead independent director and the other independent directors meet regularly without the ceo present. we believe that there has not been any transaction or series of transactions during fiscal year 2011 to which we were or are to be a participant in which the amount involved exceeds $120,000 and in which any director, nominee for director, executive officer or holder of more than five percent of our common stock, or members of any such person's immediate family, had or will have a direct or indirect material interest, other than compensation described in the sections titled executive compensation, management and other information or director compensation elsewhere in this proxy statement. ",1
1059,1002811,2010,"while the board does not have a formal policy requiring the separation of the positions of  cotb  and  ceo , currently the roles of the  cotb  and the ceo are separated. our non-employee  cotb  presides at all meetings of stockholders and all meetings of the board, approves the agendas for all board meetings, approves information sent to the board as a whole and, if requested by significant stockholders of the company, is available for consultation and direct communication with such stockholders (subject to compliance with applicable company policies). the board has determined that our  cotb  meets the nasdaq independence requirements and the independence guidelines set forth in our corporate governance guidelines. our ceo manages and directs the day-to-day operations of the company, and is responsible for leading strategic business decisions. he also serves as a member of the board and is the primary liaison between the board and our management. the board believes that separation of the roles of  cotb  and ceo is the best governance model for the company at this time. under this model, our  cotb  can devote his attention to overseeing the company's governance controls, that the board is properly structured from the standpoints of membership and size and that management has the support it needs from the board to carry out the company's strategic priorities. similarly, the ceo is able to focus his entire attention on growing and strengthening the business. under our corporate governance guidelines, however, the board has the discretion to, and may in the future, determine that under certain circumstances it may be appropriate for the ceo to fill the office of the  cotb .",0
1060,1002910,2010,"the company's by- laws and corporate governance guidelines delegate to the board of directors the right to exercise its discretion to either separate or combine the offices of chairman of the board and chief executive officer. this decision is based upon the board's determination of what is in the best interests of the company and its shareholders, in light of then- current and anticipated future circumstances and taking into consideration succession planning, skills and experience of the individual(s) filling those positions, and other relevant factors. the board has determined that the board leadership structure that is most appropriate at this time, given the specific characteristics and circumstances of the company, the skills and experience of mr. rainwater and mr. voss and succession planning, is a leadership structure based on the experienced leadership afforded by a fulltime executive chairman (currently mr. rainwater, former chairman, president and chief executive officer of the company) and a full- time chief executive officer (currently mr. voss), both positions being subject to oversight and review by the company's independent directors. the board recognizes that depending on the specific characteristics and circumstances of the company, other leadership structures might also be appropriate. a combined chairman and chief executive officer board leadership structure has previously served the company and its shareholders well and may serve them well in the future. the company is committed to reviewing this determination on an annual basis. the board's leadership structure is designed so that independent directors exercise oversight of the company's management and key issues related to strategy and risk. only independent directors serve on the audit and risk committee, the human resources committee and the nominating and corporate governance committee of the board and all standing board committees are chaired by independent directors. additionally, nonmanagement directors regularly hold executive sessions of the board outside the presence of the executive chairman, the chief executive officer or any other company employee and meet in private session with the chief executive officer at every regularly scheduled board meeting. the board's independent directors also hold executive sessions at least once each year. such executive sessions are led by the lead director (as defined and discussed below). according to the company's corporate governance guidelines, when the chairman of the board is the chief executive officer or an employee of the company, the nominating and corporate governance committee of the board of directors shall select an independent director to preside or lead at each executive session (which selection shall be ratified by vote of the non- management directors of the board of directors) (the ""lead director""). the company's corporate governance guidelines set forth, as described below, the authority, duties and responsibilities of the board of directors' lead director: convene and chair meetings of the non- management directors in executive session at each board meeting; convene and chair meetings of the independent directors in executive session no less than once each year; preside at all meetings of the board at which the chairman is not present, including executive sessions of the non- management directors and independent directors; solicit the non- management directors for advice on agenda items for meetings of the board; serve as a liaison between the chairman and chief executive officer and the non- management directors; call meetings of the independent directors; collaborate with the chairman and chief executive officer in developing the agenda for meetings of the board and approve such agendas; consult with the chairman and chief executive officer on information that is sent to the board; collaborate with the chairman and the chief executive officer and the chairpersons of the standing committees in developing and managing the schedule of meetings of the board and approve such schedules; and if requested by major shareholders, ensure that he or she is available for consultation and direct communication. in performing the duties described above, the lead director is expected to consult with the chairs of the appropriate board committees and solicit their participation. the lead director also performs such other duties as may be assigned to the lead director by the company's by- laws or the board of directors.",0
1061,1002910,2012,"the company's by-laws and corporate governance guidelines delegate to the board of directors the right to exercise its discretion to either separate or combine the offices of  cotb  and  ceo . this decision is based upon the board's determination of what is in the best interests of the company and its shareholders, in light of then-current and anticipated future circumstances and taking into consideration succession planning, skills and experience of the individual(s) filling those positions, and other relevant factors. the board has determined that the board leadership structure that is most appropriate at this time, given the specific characteristics and circumstances of the company, the skills and experience of mr. voss and succession planning, is a leadership structure that combines the roles of  cotb  and ceo with mr. voss filling those roles for the following primary reasons: pursuant to the company's corporate governance guidelines, when the  cotb  is the ceo or an employee of the company, the company has a designated independent lead director (as defined and discussed below), selected by the company's nominating and corporate governance committee and ratified by vote of the non-management directors, with clearly delineated and comprehensive duties and responsibilities as set forth in the company's corporate governance guidelines, which provides the company with a strong counterbalancing governance and leadership structure that is designed so that independent directors exercise oversight of the company's management and key issues related to strategy and risk and thus, makes separating the  cotb  and ceo positions at this time unnecessary; the combined  cotb  and ceo position continues to be the principal board leadership structure in corporate america and among the company's peer companies; and the board recognizes that depending on the specific characteristics and circumstances of the company, other leadership structures might also be appropriate. a board leadership structure that separates the roles of  cotb  and ceo has previously served the company and its shareholders well and may serve them well in the future. the company is committed to reviewing this determination on an annual basis. notwithstanding the board's oversight delegation to the audit and risk committee, the entire board is actively involved in risk oversight. the audit and risk committee annually reviews for the board which committees maintain oversight responsibilities described above and the overall effectiveness of the business risk management process. in addition, at each of its meetings, the board receives a report from the chair of the audit and risk committee, as well as from the chair of each of the board's other standing committees identified below, each of which is chaired by a non-management director. the board then discusses and deliberates on the company's risk management practices. through the process outlined above, the board believes that the leadership structure of the board supports effective oversight of the company's risk management. non-management directors were independent, except charles w. mueller. see director independence below. patrick t. stokes, who currently serves as the lead director, presides at the executive sessions of non-management directors and the executive sessions of independent directors. the lead director's duties also include those detailed under board leadership structure above. this review specifically included all transactions with entities with which the directors and nominees are associated. certain directors are employed by or otherwise associated with companies which purchased energy services from subsidiaries of the company, which services were either rate-regulated or competitively bid. in particular, the board reviewed non rate-regulated and non-competitively bid transactions between subsidiaries of the company and emerson electric co. and bjc healthcare and their respective subsidiaries and affiliates since the aggregate amount involved in such transactions exceeded $120,000. mr. galvin is the vice  cotb  of emerson electric co., which, together with its subsidiaries ( emerson ), purchased rate-regulated energy services from and made utility pole attachment license payments to company subsidiaries. certain company subsidiaries purchased, on a negotiated basis, engineering system support and consulting services, as well as electric motors, control valves and associated instrumentation and other materials from emerson. the board determined that its subsidiaries followed the company procurement and sales policies and procedures, that the amounts were well under the thresholds under the director independence requirements, that the relationship with emerson serves the best interests of the company and its shareholders and should continue, and that mr. galvin did not have a direct or indirect material interest in the transactions and therefore, such transactions do not affect mr. galvin's independence and are not related person transactions (as defined under policy and procedures with respect to related person transactions below). mr. lipstein is president and ceo of bjc healthcare which, together with its affiliates ( bjc healthcare ), purchased rate-regulated energy services from company subsidiaries. certain company subsidiaries made claims payments, on a negotiated basis, to bjc healthcare, one of the health care providers under our group health plan. the board determined that its subsidiaries followed the company procurement and sales policies and procedures, that the amounts were well under the thresholds under the director independence requirements, that the relationship with bjc healthcare serves the best interests of the company and its shareholders and should continue, and that mr. lipstein did not have a direct or indirect material interest in the transactions and therefore, such transactions do not affect mr. lipstein's independence and are not related person transactions. in light of the foregoing, the board of directors believes that adoption of the proposal is not in the best interests of ameren and its shareholders. therefore, the board unanimously recommends voting against item (7). ",1
1062,1003022,2010,"under the corporate governance guidelines, the board is responsible for selecting the  cotb  and appointing the  ceo . it is the board's policy that our ceo shall not simultaneously serve as  cotb . the board believes that separating these positions allows our ceo to focus on our day-to-day business, while allowing the  cotb  to lead the board in its fundamental role of providing independent advice to and oversight of management. the board recognizes the time, effort, and energy that the ceo is required to devote to his position in the current business environment, as well as the commitment that would be required to serve as our  cotb , particularly as the board's oversight responsibilities continue to grow. while our bylaws do not forbid having the positions merged and the board annually reviews this policy, the board currently believes that having separate positions and having an independent outside director serve as  cotb  is the appropriate leadership structure, demonstrates our commitment to good corporate governance and benefits our stockholders. ",0
1063,1003078,2010,"executive sessions of the independent directors; board leadership structure and role in risk oversight our board of directors believes that the most effective board leadership structure for the company at the present time is for the roles of ceo and  cotb  to be separated. under this structure, our ceo is generally responsible for setting the strategic direction for the company and for providing the day-to-day leadership over the company's operations, while the  cotb  provides guidance to the ceo , sets the agenda for meetings of the board and presides over board meetings. in addition, our independent directors meet at regularly scheduled executive sessions without members of management present. mr. peller, who has served as our lead director since 2007, serves as the presiding director at the executive our board's role in risk oversight involves both the full board and its committees. the full board is responsible for the oversight of risk management and reviews the company's major financial, operational, compliance, reputational and strategic risks, including steps to monitor, manage and mitigate such risks. in addition, each of the board committees is responsible for oversight of risk management practices for categories of risks relevant to their functions. for example, the audit committee discusses with management the company's major financial risk exposures and the steps that have been taken to monitor and mitigate such exposures, including with respect to risk assessment and risk management. similarly, the nominating and corporate governance committee has oversight responsibility over governance and compliance matters and the compensation committee has oversight responsibility for the company's overall compensation structure, including review of its compensation practices, in each case with a view to assessing associated risks. the board as a group is regularly updated on specific risks in the course of its review of corporate strategy, business plans and reports to the board by management and its respective committees. the board believes that its leadership structure supports its risk oversight function by providing a greater role for the independent directors in the oversight of the company. ",0
1064,1003642,2010,"we separate the roles of  cotb  and ceo in recognition of the differences between the two roles. mr. burr serves as the  cotb , and dr. hsu serves as a director as well as our president and  ceo . our ceo is responsible for setting our strategic direction and for our day to day leadership and performance, while our  cotb  provides guidance to the  ceo , sets the agenda for board meetings and presides over meetings of the board. our  cotb  qualifies as an independent director. see independence. the board has selected this leadership structure in the belief that separating the principal executive officer and board  cotb  positions allows for a more efficient division of responsibilities in light of the high demands on the time of each. the board believes that its leadership structure is well suited to the company's business because it contributes to a more independent board, leads to productive internal board dynamics and allows dr. hsu to concentrate on our business and operations.",0
1065,1004155,2011,"the board believes it is in the best interest of nicor and its stockholders for the board to have flexibility to determine who should serve as its chairman, whether the director is an outside director or a member of executive management. this flexibility provides the board with the freedom to select the most qualified and appropriate individual to serve as chairman. nicor stockholders have agreed. in 2006, they rejected by an overwhelming vote of almost six to one a shareholder proposal to require an independent chairman. the board has selected mr. strobel, nicor's chief executive officer, to serve as its chairman. the board has determined that mr. strobel has demonstrated the skill and commitment to perform the chairman role effectively and that he has the confidence and cooperation of the other directors. under nicor's bylaws, an independent lead director is designated every two years by the independent members of the board. mr. rau serves as nicor's independent lead director. the duties and powers of the independent lead director, which are set forth in the bylaws, include the following: (i) presiding at all meetings of the board at which the chairman is not present, including executive sessions of -independent directors; (ii) serving as a liaison between the chairman and the independent directors; (iii) advising the chairman as to the quality, quantity and timeliness of the flow of information from nicor management that is necessary for the independent directors to effectively and responsibly perform their duties (although nicor management is responsible for the preparation of materials for the board, the lead director may specifically request the inclusion of certain material); (iv) approving meeting agendas for board meetings and advising the chairman with additional items that might be used in preparation of meeting agendas for committee meetings; (v) approving the schedule of board meetings to assure there is sufficient time for discussion of all agenda items; (vi) having the authority to call meetings of the independent directors; (vii) recommending to the chairman the retention of consultants who report directly to the board; (viii) assisting the chairman in the recruitment and orientation of new directors; (ix) being available for consultation and direct communication, if requested by major stockholders; and (x) performing such other duties as the board may from time to time delegate to assist the board in fulfilling its responsibilities. nicor's board is structured to promote independence whether or not its chairman is a member of executive management. the entire board, with the exception of mr. strobel, consists of independent directors and the audit committee, the compensation committee and the corporate governance committee are all composed entirely of independent directors. the lead director is independent. independent directors meet in executive sessions that are not attended by management directors or management at least three times per year. furthermore, nicor's board manages its risk oversight responsibility through the independent audit committee, which regularly reports to the full board. under the terms of its charter, the audit committee's duties include discussion of nicor's guidelines and policies with respect to risk assessment and risk management with company management, the internal auditors and the independent registered public accounting firm. in fulfilling its risk oversight function, the audit committee discusses key risks with nicor's chief financial officer and its general counsel, with nicor's internal auditors and with nicor's independent registered public accounting firm. the audit committee also reviews nicor's quarterly financial filings, including the disclosure of risk factors. therefore, there is ample opportunity for independent directors to offer critical review of management. ",1
1066,1004155,2011,"the board believes it is in the best interest of nicor and its stockholders for the board to have flexibility to determine who should serve as its  cotb , whether the director is an outside director or a member of executive management. this flexibility provides the board with the freedom to select the most qualified and appropriate individual to serve as  cotb . nicor stockholders have agreed. in 2006, they rejected by an overwhelming vote of almost six to one a shareholder proposal to require an independent  cotb . the board has selected mr. strobel, nicor's  ceo , to serve as its  cotb . the board has determined that mr. strobel has demonstrated the skill and commitment to perform the  cotb  role effectively and that he has the confidence and cooperation of the other directors. under nicor's bylaws, an independent lead director is designated every two years by the independent members of the board. mr. rau serves as nicor's independent lead director. the duties and powers of the independent lead director, which are set forth in the bylaws, include the following: (i) presiding at all meetings of the board at which the  cotb  is not present, including executive sessions of -independent directors; (ii) serving as a liaison between the  cotb  and the independent directors; (iii) advising the  cotb  as to the quality, quantity and timeliness of the flow of information from nicor management that is necessary for the independent directors to effectively and responsibly perform their duties (although nicor management is responsible for the preparation of materials for the board, the lead director may specifically request the inclusion of certain material); (iv) approving meeting agendas for board meetings and advising the  cotb  with additional items that might be used in preparation of meeting agendas for committee meetings; (v) approving the schedule of board meetings to assure there is sufficient time for discussion of all agenda items; (vi) having the authority to call meetings of the independent directors; (vii) recommending to the  cotb  the retention of consultants who report directly to the board; (viii) assisting the  cotb  in the recruitment and orientation of new directors; (ix) being available for consultation and direct communication, if requested by major stockholders; and (x) performing such other duties as the board may from time to time delegate to assist the board in fulfilling its responsibilities. nicor's board is structured to promote independence whether or not its  cotb  is a member of executive management. the entire board, with the exception of mr. strobel, consists of independent directors and the audit committee, the compensation committee and the corporate governance committee are all composed entirely of independent directors. the lead director is independent. independent directors meet in executive sessions that are not attended by management directors or management at least three times per year. furthermore, nicor's board manages its risk oversight responsibility through the independent audit committee, which regularly reports to the full board. under the terms of its charter, the audit committee's duties include discussion of nicor's guidelines and policies with respect to risk assessment and risk management with company management, the internal auditors and the independent registered public accounting firm. in fulfilling its risk oversight function, the audit committee discusses key risks with nicor's chief financial officer and its general counsel, with nicor's internal auditors and with nicor's independent registered public accounting firm. the audit committee also reviews nicor's quarterly financial filings, including the disclosure of risk factors. therefore, there is ample opportunity for independent directors to offer critical review of management.",1
1067,1004440,2011,"we discuss the above business matters in more detail in the attached proxy statement. only holders of record of our common stock at the close of business on march 18, 2011 will be entitled to vote. the board of directors believes that no single board leadership structure is universally or permanently appropriate and that constellation energy's shareholders are best served if the board of directors has the flexibility to adapt its leadership structure from time to time in appropriate consideration of then-existing facts and circumstances. under constellation energy's bylaws and corporate governance guidelines, the board of directors has the flexibility to combine or separate the  cotb  and ceo positions to ensure that the best qualified persons are chosen to serve as  cotb  and ceo . currently, mr. shattuck serves as both constellation energy's  cotb  and ceo . the board of directors believes that mr. shattuck is best situated to serve as  cotb  because he is the director most familiar with constellation energy's business and industry, and most capable of effectively identifying strategic priorities and leading the discussion and execution of constellation energy's strategy. for constellation energy, combining the roles of the  cotb  and ceo provides for more effective leadership of the board of directors and management of constellation energy's business by promoting strategy development and execution, and facilitating information flow between management and the board of directors. the board of directors also believes that constellation energy's existing corporate governance practices provide for strong independent leadership, independent discussion among directors and for independent evaluation of, and communication with, constellation energy's senior management. these practices, which are set forth in constellation energy's corporate governance guidelines and committee charters, include: director independence . under nyse listing requirements, a majority of our directors must be independent. at present, all of our directors, other than mr. shattuck, are independent. lead director . the board of directors designates a lead director from among the independent directors. the board of directors has currently designated mr. lawless, who is the  cotb  of the compensation committee, to act as its lead director. in that capacity, mr. lawless has the following leadership duties and authority: presiding at all meetings of the board of directors where the  cotb  is not present; serving as a liaison between the  cotb  and the independent directors; approving information sent to the board of directors, and agendas and meeting schedules for board of directors meetings; calling meetings of independent directors; chairing executive sessions of the independent members of the board of directors; and serving as a contact for shareholder complaints (other than auditing/accounting complaints, for which the  cotb  of the audit committee is the contact for shareholders). interested parties may communicate directly with mr. lawless in his capacity as lead director by writing to the corporate secretary, constellation energy group, inc., 100 constellation way, suite 1800p, baltimore, maryland 21202, or by calling (877) 248-1476. board committees . four board committees provide independent oversight of management the audit committee, the compensation committee, the nominating and corporate governance committee and the committee on nuclear power. each of the committees is composed entirely of independent directors. each committee holds regular executive sessions at which only committee members are present and is authorized to retain its own outside counsel and other advisors as it deems necessary. the members and  cotb  of each committee are elected by the board of directors and the composition of each committee is reviewed annually by the nominating and corporate governance committee. each committee provides to the board of directors a full report of its activity conducted in accordance with its charter. regular meetings and executive sessions . the board of directors meets at regularly scheduled meetings at least six times per year, and will meet more often if necessary. any director may request items to be included on the board and committee meeting agendas, and any director may raise subjects that are not on the agenda. executive sessions of the independent directors are held prior to or following each regularly scheduled meeting of the board of directors. each board member has complete and unfettered access to management. the shareholders of constellation energy also have mechanisms available to them to ensure that the board of directors retains appropriate oversight of the ceo and other senior management. for instance, each year, each member of the board of directors must be elected by shareholders under a majority voting standard. in addition, as discussed in",1
1068,1004440,2011,"the board of directors believes that no single board leadership structure is universally or permanently appropriate and that constellation energy's shareholders are best served if the board of directors has the flexibility to adapt its leadership structure from time to time in appropriate consideration of then-existing facts and circumstances. under constellation energy's bylaws and corporate governance guidelines, the board of directors has the flexibility to combine or separate the chairman of the board and ceo positions to ensure that the best qualified persons are chosen to serve as chairman of the board and ceo. currently, mr. shattuck serves as both constellation energy's chairman of the board and ceo. the board of directors believes that mr. shattuck is best situated to serve as chairman of the board because he is the director most familiar with constellation energy's business and industry, and most capable of effectively identifying strategic priorities and leading the discussion and execution of constellation energy's strategy. for constellation energy, combining the roles of the chairman of the board and ceo provides for more effective leadership of the board of directors and management of constellation energy's business by promoting strategy development and execution, and facilitating information flow between management and the board of directors. the board of directors also believes that constellation energy's existing corporate governance practices provide for strong independent leadership, independent discussion among directors and for independent evaluation of, and communication with, constellation energy's senior management. these practices, which are set forth in constellation energy's corporate governance guidelines and committee charters, include: director independence. under nyse listing requirements, a majority of our directors must be independent. at present, all of our directors, other than messrs. shattuck and camus, are independent. lead director. the board of directors designates a lead director from among the independent directors. the board of directors has currently designated, mr. lawless, the chairman of the compensation committee, to act as its lead director. in that capacity, mr. lawless, has the following leadership duties and authority: presiding at all meetings of the board of directors where the chairman of the board of directors is not present; serving as a liaison between the chairman of the board of directors and the independent directors; approving information sent to the board of directors, and agendas and meeting schedules for board of directors meetings; calling meetings of independent directors; chairing executive sessions of the independent members of the board of directors; and serving as a contact for shareholder complaints (other than auditing/accounting complaints, for which the chairman of the audit committee is the contact for shareholders). interested parties may communicate directly with mr. lawless in his capacity as lead director by writing to the corporate secretary, constellation energy group, inc., 100 constellation way, suite 1800p, baltimore, maryland 21202, or by calling (877) 248-1476. board committees. four board committees provide independent oversight of management the audit committee, the compensation committee, the nominating and corporate governance committee and the committee on nuclear power. each of the audit committee, the compensation committee and the nominating and corporate governance committee is composed entirely of independent directors. the committee on nuclear power consists of three independent directors and mr. camus, who has extensive experience in the nuclear energy industry. each committee holds regular executive sessions at which only committee members are present and is authorized to retain its own outside counsel and other advisors as it deems necessary. the members and  cotb  of each committee are elected by the board of directors and the composition of each committee is reviewed annually by the nominating and corporate governance committee. each committee provides to the board of directors a full report of its activity conducted in accordance with its charter. regular meetings and executive sessions. the board of directors meets at regularly scheduled meetings at least six times per year, and will meet more often if necessary. any director may request items to be included on the board and committee meeting agendas, and any director may raise subjects that are not on the agenda. executive sessions of the independent directors are held prior to or following each regularly scheduled meeting of the board of directors. each board member has complete and unfettered access to management. the shareholders of constellation energy also have mechanisms available to them to ensure that the board of directors retains appropriate oversight of the ceo and other senior management. for instance, each year, each member of the board of directors must be elected by shareholders under a majority voting standard. in addition, as discussed in shareholder communications, any shareholder may communicate with the any member of the board of directors. ",1
1069,1005201,2014,"the bylaws of the company provide for a board consisting of between five and nine directors. the number of directors currently authorized is seven. seven directors are to be elected at the annual meeting. unless otherwise instructed, the proxy holders will vote the proxies received by them for the seven nominees named below. all of the nominees named below are presently directors of the company, and each of the nominees was elected to his or her present term by the shareholders of the company. the present term of each of the directors continues until the annual meeting and until his or her successor has been elected and qualified. in the event that any nominee is unable or declines to serve as a director at the time of the annual meeting, the proxies will be voted for any nominee who will be designated by the present board to fill the vacancy. the board has no reason to believe that any of the persons named below will be unable or unwilling to serve as a director if elected. the term of office of each person elected as a director will continue until the next annual meeting of shareholders or until his or her successor has been elected and qualified. the company's articles of incorporation and bylaws contain provisions eliminating or limiting the personal liability of directors for violations of a director's fiduciary duty to the extent permitted by the california general corporation law. the name of and certain other information regarding each nominee is set forth in the table below. the board of directors does not have a policy regarding whether the roles of ceo and  cotb  should be separate and, if they are to be separate, whether the  cotb  should be a non-employee director. the board believes that it should be free to make a choice from time to time in any manner that is in the best interests of the company and its shareholders. however, the board believes that separation of the roles of ceo and  cotb  is currently the most appropriate structure for the company because that structure is consistent with best corporate governance practices and may enhance the independence of the board. currently, mr. staple, a non-employee director, serves as the  cotb  and mr. schoeneck serves as a director and  ceo .",0
1070,1005284,2017,"since december 2007, when mr. abramson became our ceo and mr. seligsohn took the title founder and  cotb , our board of directors has had a leadership structure in which the board's chair and our ceo are different persons. prior to that time, mr. seligsohn served both as ceo and  cotb . however, since mr. seligsohn remains an officer of the company, a member of our management team continues to serve as the leader of our board. we believe that the overlap between our board and executive management has been advantageous to us, in that we have benefited from strong, clear, consistent and cohesive leadership, with a senior executive setting the tone and having ultimate responsibility for all of our operating and strategic functions, thus providing unified leadership and direction for our board of directors and our operational functions. while our board of directors has never concluded that the role of  cotb  must always be held by a senior executive, and reserves the right to reconsider this matter, it intends to continue the current arrangement for the foreseeable future. our board of directors does not have a lead independent director, but receives strong leadership from all of its independent members. additionally, as discussed above, our independent directors meet in executive session on a periodic basis in connection with regularly-scheduled meetings of the full board of directors, as well as in their capacity as members of our audit committee and compensation committee. all of our directors take active roles in the activities of our board of directors at meetings of the full board. the board believes that this open structure, as compared to a system in which there is a designated lead independent director, facilitates a strong sense of responsibility among our directors, as well as active and effective oversight by the independent directors of our operations and strategic initiatives, including the risks that may be attendant thereto. all members of our board are able to propose items for inclusion on board meeting agendas, and our board meetings include time for discussion of items not on the formal agenda. our board is comprised of four independent directors and three directors who are executive officers of the company. each of our directors is a sophisticated and seasoned business person, experienced in board processes and knowledgeable regarding matters of corporate governance, and has substantial leadership experience in his or her field. for additional information about the backgrounds and qualifications of our directors, see above under the heading proposal 1 election of directors. ",0
1071,1005286,2013,"following a review of all relevant relationships and transactions between each director (including each director's family members) and the company, the board has determined that each member of the board, other than mr. steele and mr. tompkins, is an independent director under applicable nasdaq listing standards. mr. steele does not meet the independence standards because he was an employee of the company during fiscal year 2013 and, in the case of mr. tompkins, based on the information disclosed under certain relationships and related transactions herein. ) and ceo in the way that it believes is in the best interests of the company. after due consideration, the board of directors has concluded that combining the roles of  cotb  and ceo is in the best interests of the company. the board of directors believes that the combination of the roles of  cotb  and ceo promotes the board of directors and executive management's pursuit of the company's business objectives by allowing the senior-most executive with accountability for the company's day-to-day operations, who also possesses significant business and industry knowledge, to set board of directors meeting agendas (in consultation with the lead independent director) and to lead the related discussions. the board of directors does not believe that separating these roles would enhance either the independence of the board of directors or its effectiveness in discharging its responsibilities. the board of directors adheres to sound corporate governance practices, as reflected in the company's corporate governance policies, which the board of directors believes has promoted, and continues to promote, the effective and independent exercise of board leadership for the company and its stockholders. at each board of directors meeting, non-management directors convene an executive session without the presence of management. moreover, the non-management directors have elected one independent director to be the lead independent director. the lead independent director is mr. halprin. the lead independent director presides over executive sessions of the non-management directors and at all meetings at which the  cotb  is not present; calls meetings of the non-management directors as he deems necessary; serves as a liaison between the  cotb  and the non-management directors; advises the  cotb  of the informational needs of the board of directors and approves information sent to the board of directors; and is available for consultation and communication if requested by major stockholders.",1
1072,1005409,2015,"the ceo also serves as  cotb , due, in part, to his extensive tenure with the company and bank, which provides unique and vital knowledge regarding their history, strategy, business and operations. in order to enhance board independence and oversight, the board has created a lead independent director position. george l. clark, jr. is currently the lead director. among other functions, the lead director presides at executive sessions of the outside and independent directors and serves as a liaison between the  cotb  and the independent directors. in the ordinary course of business, the company faces various strategic, operating, compliance and financial risks. management is responsible for the day-to-day management of risk, while the board, as a whole and through its standing committees, is responsible for the oversight of risk management. in its risk oversight role, the board has the responsibility of satisfying itself that the risk management processes designed and implemented by management are adequate and functioning as designed. to help accomplish this objective, the board created the risk committee in 2011. the purpose of this committee, which meets on a quarterly basis, is to assist the board with respect to oversight of the company's risk: identification; measurement; control processes; and ongoing monitoring. senior management also attends, and presents reports at, all board meetings. the chief risk officer attends all meetings of the audit and risk committees of the board, and presents risk management activity updates to the risk committee quarterly, and to the board monthly.",1
1073,1005699,2012,"our amended and restated articles of association does not contain a policy on whether the roles of  cotb  and ceo should be separate or combined, with this decision being made by the board based on the best interests of the company considering the circumstances at the time. currently, the offices of the  cotb  and the ceo are held by two different people. the  cotb  is gerald vento, while our ceo is daniel borislow. the board believes that its independent, non-management directors, which currently make up four (4) of six (6) directors, provide a range of strong and independent views and opinions and sufficiently balance the governance needs of the company. in addition, the company's non-management directors meet in periodic executive sessions without any members of management present. the purpose of these executive sessions is to promote open and candid discussion among the non-management directors.",0
1074,1006269,2012,"our bylaws do not require that the positions of  cotb  and ceo be held by the same person or by different individuals, and our board does not have a formal policy with respect to the separation or combination of these offices. currently, the offices of  cotb  and ceo are separated because the board believes that it is in the best interests of the company and its stockholders to structure the leadership of the company in this way. the board believes that the separation of these two roles provides, at present, the best balance of these important responsibilities, with the  cotb  directing the company's overall strategic direction and the ceo focusing on developing and implementing the board-approved strategic vision and managing its day-to-day operations. dr. mark rachesky serves as non-executive  cotb  and michael targoff serves as vice  cotb , ceo and president. the board believes that it is appropriate for dr. rachesky to serve as non-executive  cotb  because he is co-founder and president of mhr, our largest stockholder, and has extensive knowledge of and experience with our industry, demonstrated financial skills and a history of innovation and independent thinking, all of which enable him to provide broad insights and perspective in leading the board. the board believes that, given mr. targoff's understanding of the history and operations of the company, his knowledge of the satellite industry, his wealth of executive management experience and his entrepreneurial style and abilities, mr. targoff is well suited to focus on development and implementation of both the company's strategic initiatives as well as its day-to-day operations. dr. rachesky and mr. targoff frequently consult with one another with respect to all significant matters affecting the company.",0
1075,1006424,2014,"the board of directors has no fixed policy with respect to the separation of the offices of  cotb  and  ceo . the board retains the discretion to determine, at any time, whether to combine or separate the positions as it deems to be in the best interests of the company and its shareholders. the board currently believes that separating the positions of ceo and  cotb  is the best structure for the company because it improves the ability of the board of directors to exercise its oversight role by having a director who is not an officer or member of management to serve in the role of  cotb . however, following the merger with fnsc, the board anticipates that the roles of  cotb  and ceo will be combined and that mr. massey will serve in both of those roles. the board believes that altering the company's leadership structure at that time will be beneficial to the company, which will become a multi-bank holding company following the merger, with three separately-chartered subsidiary banks operating as independent business units. in light of the anticipated changes to the company's organizational structure, combining the roles of  cotb  and ceo at the company level will promote strategy development, facilitate information flow between management and the board, and allow mr. massey to be involved in every aspect of leading the company, while exercising oversight of the management of each of the company's subsidiary banks. the board believes that maintaining a healthy mix of qualified independent, non-management, and management directors on the board is an integral part of effective corporate governance and management of the company. the board also believes that the current leadership structure strikes an appropriate balance between independent directors, management directors, and directors affiliated with bsf holdings, the company's controlling shareholder, which allows the board to effectively represent the best interests of the company's entire shareholder base. the board anticipates that, following the merger with fnsc and the combination of the roles of  cotb  and  ceo , it will not utilize a lead independent director. however, the independent directors of the board will continue to be actively involved in the decision-making of the board and its various committees.",0
1076,1006837,2010,"mr. singh currently serves as both our cotb and our CEO , and these positions were approved in connection with the approval of the plan of reorganization in 2009. the board of directors considers this leadership structure to be suitable for primus because it allows one person to lead and represent the company and the board of directors, while also providing for effective oversight by an independent board. the board believes that having mr. singh serve in the roles of cotb and CEO is appropriate for primus and its stockholders at this time, in view of mr. singh's continuous long-standing roles in such positions since the founding of primus, and mr. singh's in-depth knowledge of primus's business and industry. the board also believes that the strength of its independent directors, each of whom was elected in connection with the reorganization and serves on the board without any affiliation with management or any stockholder group, mitigates the risk of any potential conflicts that might result from combining the roles of CEO and cotb . effective may 24, 2010, the company's corporate governance guidelines provide that the cotb shall be elected annually by the board following the annual meeting of stockholders and that in the event the cotb is neither a non-executive nor an independent director, the board of directors shall select another director to serve as lead independent director from among the members of the board of directors that are determined at that time by the board of directors to be independent. the cotb may be removed as cotb at any time by a majority of the members of the board of directors. the board is currently in the process of selecting a lead independent director in conjunction with the contemplated membership expansion to six directors.",0
1077,1006837,2012,"the company's leadership structure consists of a combined  cotb  and ceo and a lead independent director. at this time, the board believes that it is in the best interests of the company to have mr. aquino serve as  cotb  and ceo to control and implement the short- and long-term strategies of the company, particularly in view of mr. aquino's in-depth knowledge of ptgi's business and industry. the board believes that this joint position provides it with the ability to perform its oversight role over management with the benefit of a management perspective as to the company's business strategy and all other aspects of the business. with the position of lead independent director, this governance structure also provides a form of leadership that allows the board to function distinct from management, capable of objective judgment regarding management's performance, and enables the board to fulfill its duties effectively and efficiently. mr. subin currently serves as the company's lead independent director. the board also believes that the strength of its independent directors, each of whom serves on the board without any affiliation with management or any stockholder group, mitigates the risk of any potential conflicts that might result from combining the roles of ceo and  cotb . the  cotb 's duties include: presiding over all meetings and strategy sessions of the board; preparing the agenda for board meetings with the corporate secretary and in consultation with the other members of the board; ensuring information flows openly between senior management and the board; and presiding over all meetings of shareholders. the lead independent director's duties include: convening executive sessions of the independent directors; setting the agenda of and leading meetings of the independent directors; briefing the  cotb  and ceo regarding issues arising during executive sessions, as necessary; collaborating with the  cotb  and ceo to determine the board agenda and board information following consultations with the independent directors and the committee chairpersons; and facilitating board communication among the independent directors outside of board meetings. the guidelines provide that the  cotb  shall be elected annually by the board following the annual meeting of stockholders and that in the event the  cotb  is neither a non-executive nor an independent director, the board shall select another director to serve as lead independent director from among the members of the board that are determined at that time by the board to be independent. the  cotb  may be removed as  cotb  at any time by a majority of the members of the board.",0
1078,1007330,2018,"the board of directors determines what leadership structure it deems appropriate from time to time based on factors such as the experience of the company's board members and executive officers, the current business environment of the company and other relevant factors. after considering these factors, the board has determined that the appropriate leadership structure for the company at this time is a board of directors with an independent  cotb  (mr. dills) and a ceo (mr. bahl) who also serves on the company's board. we believe that the role of an independent  cotb  enhances the board's oversight of management of the company and helps to ensure that the board is fully engaged with the company's strategy and its implementation. management of the company is responsible for the company's day-to-day risk management and the board serves in a risk management oversight role. the audit committee assists the board of directors in fulfilling this oversight function. the audit committee and management of the company periodically review various risks facing the company and the internal controls and procedures in place to manage such risks. in addition, the audit committee and full board consider risk-related matters on an ongoing basis in connection with deliberations regarding specific transactions and issues.",0
1079,1009379,2010,"we do not have a fixed policy with respect to the separation of the offices of the  cotb  and  ceo . the board understands that there is no single, generally accepted approach to providing board leadership and, in light of the competitive and dynamic environment in which we operate, the appropriate board leadership structure may vary from time to time as circumstances warrant. the board has the ability to appoint a new  cotb  at any time. since april 23, 2010, mr. earley has served and has agreed to serve as both our  cotb  and our ceo pursuant to the terms and conditions of an employment agreement dated april 26, 2010. he also previously served in both roles from september 2004 through december 2009. our board of directors believes that, at this time, service in these dual roles is in the best interests of us and our shareholders. especially in light of the board transition in april 2010, the board is confident that mr. earley possesses the most thorough knowledge of the issues, opportunities and challenges facing us and our business and, accordingly, is the person best positioned to develop agendas that ensure that the board's time and attention are focused on the most critical matters. his combined role enables decisive leadership, ensures clear accountability, and enhances our ability to communicate our message and strategy clearly and consistently to our shareholders, employees and customers. because the board also believes that strong, independent board leadership is a critical aspect of effective corporate governance, the board has established the position of lead independent director. mr. kowaloff currently serves as the lead independent director. as lead independent director, he chairs formal closed sessions of the independent directors, is responsible for seeking to organize meetings of the independent directors as deemed necessary or advisable, leads board meetings in the absence of the  cotb , and works to promote open and effective communications among the independent directors and our management. - 23 -",1
1080,1009829,2014,"until the untimely passing of jack friedman in may 2010, our board structure featured (i) a combined  cotb  and  ceo , and (ii) non- management, active and effective directors of equal importance and with an equal vote. since mr. friedman's untimely passing in may 2010 we have not selected a  cotb  to succeed him. the board intends to continue its current practice of having non-management board members meet without management present at regularly scheduled executive sessions. also, at least twice a year, such meetings include only the independent members of the board.",0
1081,1010247,2010,"in accordance with our corporate governance guidelines, we follow the practice of not having our ceo also serve as  cotb . while our board of directors currently believes this practice is in the best interests of our shareholders and puts our board of directors in a better position to make independent evaluations and decisions, our board could reevaluate this practice in the future. our board of directors exercises a risk oversight role directly and also through its various committees, especially its audit committee, which reviews financial and other risks and exposures, its claims and underwriting committee, which reviews claims and underwriting risks, its governance committee, which reviews governance and compliance risks, its investment committee, which reviews investment risks, and its compensation committee, which reviews risks involving our compensation programs.",0
1082,1010470,2010,"the positions of  cotb  and ceo are held by the same person. the board has determined that it is in the best interests of provident not to have a policy regarding the separation of these roles, allowing the board greater flexibility to establish a leadership structure that fits the needs of provident at any particular point in time. the current structure makes the best use of the  ceo 's extensive knowledge of our industry and of provident; recognizes that he is best situated to lead discussions on important matters affecting the business of provident; and creates a firm link between the board and management fostering effective communication. additionally, provident does not have a lead independent director but believes that the chairmen of our board committees demonstrate exemplary leadership working in concert with the remaining independent directors and  cotb . our common stock is listed on the nasdaq global select market. in accordance with nasdaq requirements, at least a majority of our directors must be independent directors. the board has determined that six of our seven directors are independent, as defined by nasdaq. directors barr, bennett, carpenter, guthrie, taylor and thomas are all independent. only craig blunden, who is our  cotb  and  ceo , is not independent.",1
1083,1011006,2016,"our board is currently led by an independent director serving as non-executive  cotb . mr. webb is currently serving as  cotb . our board has determined that having an independent director serve as the non-executive  cotb  is in the best interests of shareholders at this time because it allows the  cotb  to focus on the effectiveness and independence of the board while the ceo focuses on executing the company's strategy and managing the company's operations and performance. in the event our  cotb  is not an independent director, our guidelines provide that the independent directors of the board will appoint from among themselves a lead independent director with such duties and other responsibilities as may be assigned from time to time by the board. ",0
1084,1011064,2011,"unless otherwise specified on the proxy, it is the intention of the persons named in the proxy to vote the shares represented by each properly executed proxy for the election of each of the board's nominees. our board believes that these nominees will stand for election and will serve if elected as directors. if any person nominated by our board fails to stand for election or does not for any reason agree to accept election, the board may reduce the size of the board or may designate a substitute nominee. in the latter case, the proxies will be voted for the election of the substitute nominee as our board recommends. - 4 - the board has separated the positions of chair and ceo in the belief that this structure improves management's accountability to the board. mr. klaassen, our former  ceo , serves as non-executive chair of the board, and mr. ordan serves as  ceo . the board believes that having our former ceo serve as non-executive chair of the board is desirable because of his experience as a leader in the field of senior living and his familiarity with our business. in addition, the board has established the position of lead director in order to continue to provide a designated leadership role for an independent director on board matters. currently, ms. krominga serves as lead director. non-executive chair the specific responsibilities of the non-executive chair of the board are as follows: preside over board meetings and meetings of stockholders; provide input on the agenda for each board meeting in accordance with our corporate governance guidelines; meet regularly with our ceo to receive reports on our operations as compared to management's business plan; and perform such other duties of the non-executive chair of the board as the board may request from time to time. lead director the specific responsibilities of the lead director are as follows: develop the agenda for each board meeting, in consultation with appropriate members of management, the board and committee chairs, in accordance with the corporate governance guidelines; preside over, and develop the agenda for, executive sessions of independent directors (to occur at least quarterly); - 9 - coordinate with management and oversee the distribution of information to directors to help ensure the quality, quantity and timeliness of the flow of information from management to the board that is necessary for the board to effectively and responsibly perform its duties and appropriately review and act on matters brought before it; work with the ceo to ensure effective communication with board members on developments occurring between board meetings, and serve as a board point person for management in connection with urgent matters or developments requiring prompt attention; recommend to the board the retention of consultants who report directly to the board on board matters (other than board committee consultants); preside over board meetings when the chair of the board is not present; serve as an ex-officio voting member of the audit, compensation and governance, compliance and nominating committees; act as a principal liaison between the independent directors and management, recognizing that any independent director maintains the right to communicate directly with management on any matter; meet regularly with the ceo to receive reports on our operations as compared to management's business plan; and perform such other duties of the lead director as the board may request from time to time.",0
1085,1011290,2010,"board leadership structure the board is currently comprised of the seven individuals named in item 1 four of whom are independent (as defined by the applicable nyse and securities and exchange commission ( sec ) rules) and one of whom is our  CEO . under the current structure, the positions of the CEO and  COTB  are separate. we believe that the current structure of the board provides both independent leadership and the benefits provided by having david gold also serve as  COTB . as an individual with more than 50 years of retail experience, mr. gold is best positioned to chair regular board meetings as we discuss key business and strategic issues. coupled with a procedure for executive sessions of non-management directors whereby a presiding non-management director for each session is determined on a rotating basis, this structure provides independent oversight while avoiding unnecessary confusion regarding the board's oversight responsibilities and the day-to-day management of our business operations. the board also believes that mr. gold is particularly well-suited to effectively identify strategic priorities, lead the discussion an d execution of strategy, and facilitate information flow between management and the board. after careful consideration, the board determined that its current leadership structure is the most appropriate for the company and its shareholders. as part of the company's ongoing commitment to corporate governance, the board periodically considers its leadership structure to ensure it continues to be in the best interest of the company and its shareholders. ",1
1086,1011509,2015,"our board of directors has determined that each of our directors, other than mr. clevenger, our  cotb , president and ceo and mr. pullar, is independent as defined by the nyse mkt listing standards. the positions of  cotb  of our board of directors and principal executive officer are occupied by the same individual, mr. jeffrey clevenger. mr. clevenger has served as our president, ceo and  cotb  since the company's inception in march 2009. the company's board of directors believes that it is important to have a unified leadership vision which mr. clevenger is positioned to provide. the board also believes that the company is best served by a  cotb  who is actively involved with the company and is therefore able to bring a significant depth of knowledge about the company to the role of  cotb . while we do not have a lead independent director, the independent members of the board meet from time to time as they deem necessary. the board has determined that mr. pullar is not an independent director, in part, because he is the ceo and a director of the sentient group, which is the company's largest stockholder, holding approximately 20.92% of the company's outstanding common stock. we believe that our current board leadership structure is appropriate as all members of our board of directors, other than mr. clevenger and mr. pullar, are independent directors.",1
1087,1011570,2016,"we currently have a separate  ceo ,  cotb , and lead independent director. although we do not have a formal policy on whether the same person should (or should not) serve as both the ceo and  cotb , we generally believe that different people should hold the positions of  cotb  and ceo and, when the  cotb  is an employee of the company or otherwise not independent, we believe it is important to have a separate lead independent director in order to facilitate the board's oversight of management. mr. staniar has served as our  cotb  since 1993, and served as our ceo from 1993 until 1997. in serving as  cotb , mr. staniar serves as a significant resource for our  ceo , mr. cogan, other members of management and the board of directors. we believe that the depth of leadership and the significant experience provided by messrs. cogan and staniar in their respective roles as  cotb  and ceo has benefited knoll significantly. mr. staniar spends a significant amount of his time involved with day-to-day activities at the company, primarily working with customers and potential customers, but also assisting us with other senior management activities. as a result of this involvement (and the monetary payment he receives for his services), mr. staniar is not considered 'independent' under applicable new york stock exchange listing standards. accordingly, we also have a lead director who is 'independent'. mr. harris serves as our lead independent director. in that role, he presides over the board's executive sessions and serves as the principal liaison between management and the independent directors of our board. mr. harris has served as a knoll director since 1996. we believe the combination of mr. staniar as our  cotb  and mr. harris as our lead director has been an effective structure for knoll. the division of duties and the additional avenues of communication between the board and our management associated with having mr. staniar serve as  cotb  and mr. harris as lead director provides the basis for the proper functioning of our board and its oversight of management.",0
1088,1011657,2012,". as discussed before, harold c. simmons serves as our  cotb  and bobby d. o brien serves as our  ceo . pursuant to our corporate governance guidelines, our independent directors are entitled to meet on a regular basis throughout the year, and will meet at least once annually without the participation of our other directors who are not independent. while we do not have a lead independent director, the  cotb  of our audit committee presides at all of the meetings of our independent directors. the board of directors believes our leadership structure is appropriate because the board recognizes that while there is no single organizational structure that is ideal in all circumstances, the board believes that having different individuals serve as our  cotb  and as our ceo provides an appropriate breadth of experience and perspective that effectively facilitates the formulation of our long-term strategic direction and business plans. in addition, the board of directors believes that since harold c. simmons and persons and entities related to harold c. simmons own, in the aggregate, a majority of our outstanding stock, his service as our  cotb  is beneficial in providing strategic leadership for us since there is a commonality of interest that is closely aligned in building long-term stockholder value for all of our stockholders. in 2011, we complied with the nyse requirements for meetings of our independent directors.",0
1089,1011657,2012,"as discussed before, harold c. simmons serves as our  cotb  and bobby d. o brien serves as our  ceo . pursuant to our corporate governance guidelines, our independent directors are entitled to meet on a regular basis throughout the year, and will meet at least once annually without the participation of our other directors who are not independent. while we do not have a lead independent director, the  cotb  of our audit committee presides at all of the meetings of our independent directors. the board of directors believes our leadership structure is appropriate because the board recognizes that while there is no single organizational structure that is ideal in all circumstances, the board believes that having different individuals serve as our  cotb  and as our ceo provides an appropriate breadth of experience and perspective that effectively facilitates the formulation of our long-term strategic direction and business plans. in addition, the board of directors believes that since harold c. simmons and persons and entities related to harold c. simmons own, in the aggregate, a majority of our outstanding stock, his service as our  cotb  is beneficial in providing strategic leadership for us since there is a commonality of interest that is closely aligned in building long-term stockholder value for all of our stockholders. in 2011, we complied with the nyse requirements for meetings of our independent directors.",0
1090,1012019,2010,"board leadership structure our board of directors separates the roles of  COTB  and  CEO ; however, both offices are executive officer positions within the company. w. marvin rush founded the company in 1965. he served as president from its inception until november 1995 when he began his service as  COTB  and CEO of the company. in 2006, he resigned his position as  CEO , but continues to serve as  COTB . pursuant to our amended and restated bylaws, our  COTB  is an executive officer of the company. the board of directors believes that the company is best served by a  COTB  who is actively involved with the company and is therefore able to bring a great depth of knowledge about the company to the role. consequently, the board of directors has determined that w. marvin rush is best positioned to serve as  COTB . as the founder of the company, w. marvin rush is familiar with the company's business and industry and can lead the company and the board of directors in identifying and prioritizing the company's strategies and initiatives. w.m. rusty rush's responsibility as the CEO is to manage the company's overall business, including ensuring the effective implementation of corporate strategy; ensuring financial and operational objectives are attained; and participating in the day-to-day operational issues related to sales, dealership operations, and personnel. w. marvin rush serving as  COTB  and w.m. rusty rush serving as CEO demonstrates to the company's manufacturers, customers and shareholders that the company is under strong leadership. our board of directors does not have a designated lead independent director. the board of directors has determined that the appointment of a lead independent director is not necessary at this time due to the lengthy experience that a majority of the directors have working with the  COTB  and because each of the independent directors play an active role in board matters. notwithstanding the above, the company's non-management directors communicate frequently and hold regular executive sessions, with the appropriate non-management director presiding over each such meeting depending on the topics to be discussed. ",1
1091,1012100,2011,"for most of the company's history, the board has not designated a chair of the board, and that remains the case now. also, the board of directors has not appointed a lead independent director. the board considers all of its members equally responsible and accountable for oversight and guidance of its activities. leadership of executive sessions of non-employee or independent directors rotates among the non-employee or independent directors, as the case may be, with each such director given the periodic opportunity to chair these meetings. after each such session, the director who has chaired the session meets with our chief executive officer to communicate any matters addressed at the session. all directors have the opportunity to request items to be included on the agendas of upcoming meetings. the leadership structure is reviewed annually as part of the board's self-assessment process, and changes may be made in the future to reflect the board's composition as well as our needs and circumstances. ",1
1092,1012620,2011,"in connection with his nomination to the board, the board considered mr. hurley's experience as a ceo in the transportation field and his extensive service on the boards of directors of public companies, which the board believes is a great benefit to the board. the board believes that the decision as to whether to combine or separate the ceo and  cotb  positions will depend on the facts and circumstances facing the company at a given time and could change over time. in today's challenging economic and regulatory environment, directors, more than ever, are required to spend a substantial amount of time and energy in successfully navigating a wide variety of issues and guiding the policies and practices of the companies they oversee. to that end, we believe that, although we do not have a formal policy with respect to separation of the  cotb  and ceo positions, that having a separate  cotb , whose sole job is to lead the board, allows our ceo , mr. hellmann, to completely focus his time and energy on running the day-to-day operations of our company. we believe that this structure is particularly effective for our company since our ceo and our  cotb  have open lines of communication and an excellent working relationship that has developed for over ten years, including when our  cotb , mr. fuller, served as our  cotb  and ceo and our current ceo served as our chief financial officer, and later, as our president. the board believes that the company's current leadership structure does not affect the board's role in risk oversight of the company. ",0
1093,1013237,2011,"the board believes that the company's stockholders are best served if the board retains the flexibility to adapt its leadership structure to applicable facts and circumstances, which necessarily change over time. accordingly, the company's corporate governance principles provide that the board may combine or separate the roles of the ceo and  cotb , as it deems advisable. the board of directors believe that philip hadley's service as both  cotb  and ceo is in the best interest of factset and its stockholders. mr. hadley possesses detailed and in-depth knowledge of the issues, opportunities and challenges facing factset, and is thus best positioned to develop agendas that ensure that the board's time and attention are focused on the most critical matters. his combined role enables decisive leadership, ensures clear accountability and enhances the company's ability to communicate its message and strategy clearly and consistently to factset's stockholders, employees, clients and users. the company's current certificate of incorporation and bylaws provide that the  cotb  may be an employee or officer of factset. on september 5, 2000, factset's board of directors unanimously appointed philip hadley as  cotb . each of the directors other than philip hadley and michael dichristina, are independent (see director independence below), and the board believes that the independent directors provide effective oversight of management. in addition, on september 19, 2005, the board of directors appointed james j. mcgonigle as the company's lead independent director. as lead independent director, mr. mcgonigle's responsibilities include: coordinating and moderating executive sessions of the board of directors independent directors. advising the  cotb  as to the quality, quantity, and timeliness of the flow of information from management that is necessary for the independent directors to effectively and responsibly perform their duties. confirming the agenda with the ceo for meetings of the board of directors. holding regular update sessions with the  cotb . acting as the principal liaison between the independent directors and the  cotb  on sensitive issues. performing such other duties as the board of directors may from time to time delegate to the lead independent director to assist the board of directors in the fulfillment of its responsibilities. the board believes that these responsibilities appropriately and effectively complement factset's combined  cotb / ceo  structure. although the board currently believes that the combination of the  cotb  and ceo roles is appropriate in the current circumstances, factset's corporate governance guidelines do not establish this approach as a policy. mr. snyder, age 69, has been a director of factset since its formation in 1978 and is currently a member of the nominating and corporate governance committee. he is a co-founder of factset and retired as president and chief technology officer of the company on august 31, 1999. at that time he became vice  cotb  and agreed to continue as a consultant for three years to factset's engineering and technology groups. in conjunction with factset's announcement of howard wille's retirement as ceo of factset effective may 22, 2000, mr. snyder was named factset's interim  ceo . mr. snyder acted as interim ceo of factset until september 5, 2000, at which time philip a. hadley was named  cotb  and  ceo . from 1964 to 1977, mr. snyder worked for faulkner, dawkins & sullivan, inc., eventually becoming director of computer research, a position he retained with shearson hayden stone, inc. after its acquisition of faulkner, dawkins & sullivan, inc. in 1977. his current board term expires in concurrence with the annual meeting of stockholders for fiscal 2013. as a co-founder of factset, mr. snyder contributes a financial and technology development background. he brings to the board of directors strategy and leadership skills from his experience as a public company executive. mr. snyder's roles at factset required industry expertise combined with operational and global management expertise. factset's board of directors has adopted corporate governance guidelines which help govern the company. you can access these corporate governance guidelines, along with each of its board committee charters, at the corporate governance highlights page of the investor relations section of the company's website at or request a free copy by contacting investor relations at factset research systems inc., 601 merritt 7, norwalk, connecticut 06851. directors are expected to attend regularly and participate in meetings of the board and of committees on which the director serves. the company does not have a policy with regard to directors attendance at annual stockholder meetings. the company's board of directors met five times during fiscal 2011, four of which were regularly scheduled quarterly meetings.",1
1094,1013488,2013,": with eight years of prior experience as our president and ceo and as our  cotb  since june 2008, in addition to over 30 years of executive and financial management experience with large, national restaurant and retail companies, both privately-held and publicly-held, the board believes mr. deitchle has the experience necessary to help guide the development of our strategic positioning and expansion plans. : as our current president and  ceo , and with extensive experience as an executive with large, national retail, consumer products and restaurant companies, the board believes mr. trojan has the necessary background and experience to lead the development and execution of our strategic positioning and expansion plans. board leadership structure and lead independent director our board leadership structure includes active independent directors. the independent directors meet in executive session at each regularly scheduled quarterly board meeting and each standing board committee is comprised solely of and led by independent directors. our governance documents, including our corporate governance guidelines, provide the board with flexibility to select the appropriate leadership structure for the company. in determining the leadership structure, the board considers the best interests of the shareholders, the company and specific business needs. from june 2008 until his retirement as ceo in february 2013, mr. deitchle served in the combined roles of  cotb  and  ceo . the board believes that mr. deitchle was best situated to serve as  cotb  because he was the director most familiar with our business and industry and therefore most capable of effectively identifying strategic priorities and leading the discussion and execution of our overall strategy. as  cotb  and  ceo , mr. deitchle helped shape the strategy ultimately set by the entire board and also leveraged his operational experience to balance growth and risk management and to facilitate information flow between management and the board, all of which are essential to effective corporate governance. we believe the oversight provided by the board's independent directors, the work of the board's committees previously described and the coordination between the ceo and the independent directors, as conducted by the lead independent director, all provided effective oversight of our strategic plans and operations. mr. trojan was appointed as a director and as our president in december 2012 and as ceo in february 2013. in light of mr. trojan's limited tenure as an officer of the company and the demands of his oversight of the day to day operations of the company, the board believes that the separation of the role of ceo and  cotb  is appropriate at this time. in particular, it permits mr. trojan to focus his full time and attention on the business, the supervision of which has become increasingly complex as we have grown. in addition, the structure permits mr. deitchle to direct his attention to broader strategic issues considered by the board. moreover, mr. deitchle's extensive experience with the company makes him particularly well-suited to help the board perform its oversight functions. the board may re-evaluate the effectiveness of this structure in the future. ",0
1095,1013857,2013,"since our inception in 1983, mr. trefler, the company's founder, has served as  cotb  of our board of directors and as our  ceo . we believe our leadership structure, which is often adopted by other public companies in the united states, has been effective for the company, as evidenced by our solid performance and continued growth. having a combined  cotb  and  ceo , along with independent board committees and a largely independent board, provides balanced leadership for the company. in his dual capacity as both  cotb  and  ceo , mr. trefler provides a strong vision and voice for leading and representing the company to others, which provides cohesive management and reduces risk of confusion or redundant undertakings or messages. mr. trefler effectively serves as a bridge between our board of directors and the company. as our founder, mr. trefler has guided the company during almost three decades of growth. as such, he is most familiar with the company's operations and best suited to lead it into the future. as part of our corporate governance process, our board of directors oversees the risk management process for the company, which provides further checks and balances to our leadership structure. the board receives reports from members of senior management on the functional areas for which they are responsible. such reports may include operational, financial, sales, competitive, legal and regulatory, strategic and other risks, as well as any related management and mitigation. in addition, as part of its core functions, the audit committee reviews our internal audit, business and financial controls in collaboration with our senior management, including our chief compliance officer, who reports directly to the committee.",1
1096,1013871,2011,"the board is set at 14 directors. the board is divided into three classes serving staggered three-year terms. classes i and ii each has five members while class iii has four members. during 2010, the board held five regularly scheduled meetings and five special meetings. during 2010, no director attended less than 75% of the total of the board meetings and the meetings of the committees on which he or she served. in calendar year 2011, the board has held one meeting through march 1, 2011. the company's guidelines provide that nonmanagement directors meet in executive session regularly following board meetings. the company's nonexecutive  cotb , howard cosgrove, presides at these sessions. also, pursuant to the company's bylaws, mr. cosgrove has been designated as an 'alternate member' of all committees to replace any absent or disqualified members of a committee. directors are encouraged to attend the annual meetings of stockholders. all of the directors attended the 2010 annual meeting of stockholders. since the company's emergence from bankruptcy in december 2003, the company's governance structure has been led by a separate ceo and  cotb  (' cotb '). irrespective of the company's current practice, the board believes that effective board leadership structure can be highly dependent on the experience, skills and personal interaction between persons in leadership roles. as stated in the company's guidelines, the board believes that it is in the best interest of the company for the board to make a determination regarding whether or not to separate the roles of  cotb  and ceo based upon the present circumstances. currently, the  ceo , mr. crane, and the  cotb , mr. cosgrove, work closely together in complementary roles. mr. crane focuses on the day-to-day developments of the company and establishes the company's various growth initiatives and strategic plan. mr. cosgrove leads the board's responsibilities of review, approval and monitoring of fundamental financial and business strategies and major corporate actions, assessment of major risks facing the company and management, oversight of succession planning, most notably at the ceo level and presides over the board and its committees as they perform their broad and varied oversight functions. the board believes that these complementary roles provide the appropriate governance structure for the company at this time.",0
1097,1013871,2011,"since the company's emergence from bankruptcy in december 2003, the company's governance structure has been led by a separate chief executive officer and chairman of the board (""chairman""). irrespective of the company's current practice, the board believes that effective board leadership structure can be highly dependent on the experience, skills and personal interaction between persons in leadership roles. as stated in the company's guidelines, the board believes that it is in the best interest of the company for the board to make a determination regarding whether or not to separate the roles of chairman and chief executive officer based upon the present circumstances. currently, the chief executive officer, mr. crane, and the chairman, mr. cosgrove, work closely together in complementary roles. mr. crane focuses on the day-to-day developments of the company and establishes the company's various growth initiatives and strategic plan. mr. cosgrove leads the board's responsibilities of review, approval and monitoring of fundamental financial and business strategies and major corporate actions, assessment of major risks facing the company and management, oversight of succession planning, most notably at the chief executive officer level and presides over the board and its committees as they perform their broad and varied oversight functions. the board believes that these complementary roles provide the appropriate governance structure for the company at this time. ",0
1098,1013871,2012,"currently, the chief executive officer, mr. crane, and the chairman, mr. cosgrove, work closely together in complementary roles. mr. crane focuses on the day-to-day developments of the company and establishes the company's various growth initiatives and strategic plan. mr. cosgrove leads the board's responsibilities to review, approve and monitor fundamental financial and business strategies and major corporate actions, assess major risks facing the company and management, oversee succession planning, most notably at the chief executive officer level and preside over the board and its committees as they perform their broad and varied oversight functions. the board believes that these complementary roles provide the appropriate governance structure for the company at this time. ",0
1099,1014111,2014,"the board believes it is appropriate to separate the office of  cotb  from the office of the ceo in order to preserve and strengthen the oversight role of the board of directors. the board believes it is the  cotb 's responsibility to run the board and the  ceo 's responsibility to run our company. for these reasons, the board determined that it is in the shareholders best interest to have an independent  cotb  whose sole job is leading the board of directors and in 2007 appointed a non-executive  cotb  who is not part of our management. the board reviews periodically whether to retain the non-executive  cotb  position and, as long as the position is retained, will review, at least once per year, who the non-executive  cotb  will be. as long as there is a non-executive  cotb , the board will not designate a lead director. the non-executive  cotb  is responsible for coordinating activities of, and communication with, the board, including leading the meetings of the board of directors and the the board of directors oversees our risk management process and our management is responsible for day-to-day risk assessment and mitigation activities. we believe this division of responsibilities provides an effective approach for addressing our risks and that our board leadership structure (with the separation of the  cotb  from the ceo to strengthen the board of directors general oversight role) is aligned with this approach. ",0
1100,1014473,2010,"the company's eight- member board is led by chairman d. james bidzos. mr. bidzos is also an officer of the company as its executive chairman. the company's president and chief executive officer is mark d. mclaughlin, who is also a member of the board. the board has appointed a lead independent director, who is currently william l. chenevich. the lead independent director presides at all meetings of the board at which the chairman of the board is not present. five of the eight directors are independent. mr. bidzos was a founder of the company and its initial chief executive officer, and he has been either chairman or vice chairman of the company's board of directors since the company's founding in 1995. mr. bidzos's current tenure as chairman of the board dates to august 2007. mr. chenevich has also been a member of the board since the company's founding in 1995 and has been the lead independent director since february 2009. mr. mclaughlin was appointed president of the company in january 2009 and chief executive officer of the company and a director in august 2009. the company has determined that its current leadership represents an appropriate structure for the company at this time given the company's recent management and board composition changes. in particular, this structure capitalizes on the expertise and experience of messrs. bidzos and chenevich due to their long- tenured service to the board, while also providing a direct role in board matters for mr. mclaughlin, as current president and chief executive officer of the company. the structure permits mr. bidzos to engage in a more in- depth way in the operations of the company as executive chairman, while ensuring that the roles of chairman and president and chief executive officer are separate and that mr. mclaughlin has clear lines of authority as chief executive officer. lastly, the structure ensures board independence from management by permitting the lead independent director to call and chair meetings of the independent directors separate and apart from the chairman of the board.",0
1101,1014473,2012,"the board regularly considers the appropriate leadership structure for the company and has concluded that the company and its shareholders are best served by not having a formal policy on whether the same individual should serve as both chief executive officer and chairman of the board. this flexibility allows the board to utilize its considerable experience and knowledge to elect the most appropriate director as chairman, while maintaining the ability to separate the chairman of the board and chief executive officer roles when necessary. this determination is made according to what the board believes is best to provide appropriate leadership for the company at such time. currently, the company's seven-member board is led by chairman d. james bidzos. mr. bidzos is also an officer of the company, serving as its executive chairman, president and chief executive officer. the board has appointed a lead independent director, who is currently william l. chenevich. the lead independent director presides at all meetings of the board at which the chairman of the board is not present. five of the seven directors are independent. the board has determined that its current leadership represents an appropriate structure for the company. in particular, this structure capitalizes on the expertise and experience of messrs. bidzos and chenevich due to their long-tenured service to the board. the structure permits mr. bidzos to engage in the operations of the company in a more in-depth way as executive chairman, president and chief executive officer. lastly, the structure ensures board independence from management by permitting the lead independent director to call and chair meetings of the independent directors separate and apart from the chairman of the board. mr. bidzos was a founder of the company and its initial chief executive officer, and he has been either chairman or vice chairman of the company's board of directors since the company's founding in 1995. mr. bidzos's current tenure as chairman of the board dates to august 2007. mr. bidzos was appointed executive chairman, president and chief executive officer on an interim basis of verisign on june 30, 2008. on january 14, 2009, mr. bidzos resigned as president on an interim basis, and on august 17, 2009, mr. bidzos resigned as executive chairman and chief executive officer on an interim basis and was appointed executive chairman of verisign. on august 1, 2011, mr. bidzos was appointed president and chief executive officer, following the resignation of mark mclaughlin. mr. chenevich has also been a member of the board since the company's founding in 1995 and has been the lead independent director since february 2009. ",1
1102,1014739,2010,"the following biographies set forth certain information with respect to each current director and each nominee for election as a director, including biographical data for at least the last five years: the offices of  cotb  and ceo are currently held richard h. friedman. we do not have a lead independent director. the board of directors believes that mr. friedman's service as both  cotb  and ceo of the company is in the best interest of the company and its stockholders as mr. friedman possesses detailed and in-depth knowledge of the issues, opportunities and challenges faced by the company and is thus best positioned to develop agendas that ensure that the board of director's time and attention are focused on matters most critical to the company and its stockholders. his combined role also enables decisive leadership and ensures clear accountability. although the company believes that the combination of the offices of  cotb  and ceo is currently appropriate, our by-laws do not establish this approach as a policy and the governance and nominating committee and the board continue to review this issue periodically to determine whether, based on the relevant facts and circumstances at such future times, separation of these offices would serve the best interests of the company and its stockholders. the board of directors believes that the independent directors provide effective oversight of the company's management. moreover, in addition to the oversight and feedback provided by the independent directors during the course of our board of directors meetings, our independent directors have regular executive sessions at both the board and committee levels. our board of directors has not designated a lead independent director. following an executive session of independent directors, a presiding director acts as a liaison between the independent directors and the  cotb  regarding any specific feedback or issues, provides the  cotb  with input regarding agenda items for board of directors and committee meetings, and coordinates with the  cotb  regarding information to be provided to the independent directors in performing their duties. our board believes that this approach appropriately and effectively complements the combined  cotb / ceo  structure.",1
1103,1015328,2012,"the board has a non-executive  cotb . this position is independent from management. the  cotb  leads the board meetings as well as meetings of the independent directors. the ceo is a member of the board and participates in its meetings. the board believes that this leadership structure is appropriate for the company at this time because it allows for independent oversight of management, increases management accountability and encourages an objective evaluation of management's performance relative to compensation. in addition, the board recognizes that acting as  cotb  during the current economic times is a particularly time-intensive responsibility. separating these roles allows the ceo to focus solely on his duties, which the board believes better serves the company. separation of the roles of  cotb  and ceo also promotes risk management, enhances the independence of the board from management, and mitigates potential conflicts of interest between the board and management. ",0
1104,1015739,2015,"the board of directors believes that aware and its stockholders are best served at this time by having mr. stafford, jr. serve as our  cotb  and mr. moberg and mr. russell serve as co- ceo s and co-presidents. in his role as  cotb , mr. stafford oversees key strategic, corporate and governance activities. in their position as co- ceo s and co-presidents, mr. moberg and mr. russell, oversee the day-to-day operations of aware. the board of directors believes that having a non-employee, independent director as  cotb  is an important aspect of effective corporate governance. in his role as  cotb , mr. stafford's responsibilities include the following: acting as a liaison between the independent directors and the co- ceo s and co-presidents; presiding at executive sessions of the independent directors; facilitating discussions among the independent directors on key issues and concerns outside of board meetings; in collaboration with the co- ceo s and co-presidents, preparing agendas for board meetings; and working with the board's committees. aware's management is responsible for the day-to-day management of the risks that we face, while the board, as a whole and through its committees, has responsibility for the oversight of risk management. in its risk oversight role, the board is responsible for satisfying itself that the risk management processes are adequate and functioning as designed. the board's involvement in risk oversight includes receiving regular reports from members of senior management and evaluating areas of material risk to aware, including operational, financial, legal, regulatory, strategic and reputational risks.",0
1105,1015780,2012,"mr. druskin was our non-executive chairman of the board until he resigned in may 2011. for an interim period, mr. freiberg served as chairman of the board. in january 2012, mr. petrilli was named non-executive chairman of the board. we believe this structure is appropriate at this time and strengthens the board's independence from management. ",0
1106,1016125,2010,"the current  cotb , scott scherr, also serves as ultimate's president and  ceo . a combined  cotb  and ceo role provides an efficient and effective leadership model because it fosters clear accountability, effective decision-making and alignment on corporate strategy. the  ceo 's direct involvement in ultimate's operations and his familiarity with ultimate's business and industry make him best positioned to lead productive board meetings and strategic planning sessions. while ultimate's independent directors bring experience, oversight and expertise from outside the company and industry, the ceo brings company-specific experience and expertise to the board. the board retains the authority to modify this structure.",1
1107,1016281,2010,"board leadership structure  COTB . the board does not have a policy on whether the positions of  COTB  and CEO are to be held by the same person. the positions are currently held by one individual. the executive  COTB  of our company is melvin c. payne, who is also our president and  CEO . mr. payne was named executive  COTB  in 1996. in making the determination to appoint mr. payne to  COTB , the board considered numerous factors, including mr. payne's significant operating experience and qualifications, his long history with the company, his years of exercising business judgment in leading the board, the size and complexity of our business, the business experience and tenure of our directors and the qualifications and role of our lead director. based on these factors, the board determined that it was in the best interests of the company and its stockholders to appoint mr. payne as  COTB  of the company. ",0
1108,1016470,2011,"the board does not have a policy regarding the separation of the roles of the ceo and  cotb  as the board believes it is in the best interest of the company to make that determination based on the position and direction of the company and the membership of the board from time to time. the board has determined that having the company's ceo serve as the  cotb  is currently in the best interest of the company's stockholders as this structure makes the best use of the  ceo 's extensive knowledge of the company and its industry, as well as fostering greater communication between the company's management and the board. the company does, however, have a policy that if the  cotb  of the company does not qualify as an independent director, the independent directors of the board will select one of the independent directors to be the lead director. since the  cotb  is currently the company's  ceo , the board of directors has designated sam yau as the lead director. the lead director has the following duties and responsibilities: (a) acting as chair of the meetings of the independent directors; (b) serving as a conduit of information between the independent directors and the  cotb , the ceo and other members of management; (c) together with the  cotb , scheduling and developing the agenda for at least one strategic planning meeting of the board and at least one meeting to develop the annual financial plan; (d) together with the  cotb , setting the annual calendar of board meetings throughout the year, preparing the list of regular items to be included in board agendas throughout the year and establishing and circulating the board agendas for each board meeting; and (e) such other responsibilities and duties as the board of directors shall designate. the board believes that this current leadership structure, in which the offices of  cotb  and ceo are held by one individual and an independent director acts as lead director, provides for dynamic board leadership and enhances the company's ability to execute its business and strategic plans, while maintaining strong independence for board decisions and oversight.",1
1109,1017480,2010,"after careful consideration, the board determined that its current leadership structure is the most appropriate for hibbett and its stockholders. by structuring the board composition with a non-independent director as  cotb , they believe communication between executive management and themselves is enhanced and that the function of the board in monitoring the performance of senior management of the company is fulfilled by the presence of outside directors of stature who have a substantive knowledge of the business. each key risk is reviewed at least annually, with many topics reviewed on several occasions throughout the year. we believe that our approach to erm optimizes our ability to assess inter-relationships among the various risks, make informed cost-benefit decisions and approach emerging risks in a proactive manner for the company. we also believe our risk structure complements our current board leadership structure, as it allows our independent directors to exercise effective oversight of the actions of management in identifying risks and implementing effective risk management policies and controls.",0
1110,1018003,2016," the positions of  cotb  and ceo of the company have been separated since june 2005. we believe this leadership structure is appropriate at this time because it allows the company to fully benefit from the leadership ability, industry experience and history with the company that each of these individuals possess. the guidelines further provide that non-employee directors shall choose a lead director when the  cotb  is not independent of management and that the  cotb  shall perform the duties of the lead director when the  cotb  is independent of management. as non-executive  cotb , dr. laurance is our lead director and as such, has presided at executive sessions of the company's non-employee directors since his election as  cotb  on june 6, 2007. ",0
1111,1018332,2010,"mr. lapenta serves as our  cotb  and ceo pursuant to the terms of his employment agreement with the company. the board believes that a dual  cotb  and ceo role is appropriate for the company given the size of the company, the need for efficiency in our operations and mr. lapenta's close personal involvement in all aspects of our business. in addition, our board structure provides balance to a strong  cotb  and ceo role given that all of our directors other than mr. lapenta have been determined to qualify as independent directors under the listing rules of the nyse. in addition, the independent committees of the board are led by active independent chairmen who maintain direct and frequent contact with relevant officers of the company including the chief financial officer, chief accounting officer and chief legal officer, who make reports to the independent committees on various matters requiring their expertise. mr. nessen serves as the lead director of the board and presides over executive sessions of the non-employee directors at each regularly scheduled board meeting in accordance with the nyse listing rules. the  cotb  provides overall leadership and direction to the board and works with the board to define its structure and activities in the fulfillment of its responsibilities. the  cotb  sets the board agendas with board and management input, facilitates communication among directors, works with the various committee chairmen and the lead director to provide an appropriate information flow to the board and presides at meetings of the board of directors and shareholders. a more detailed description of the roles and responsibilities of the  cotb  and of the lead director is set forth in our corporate governance guidelines. stockholders and other parties interested in communicating directly with mr. nessen as lead director may do so by writing to mr. nessen, c/o secretary, 177 broad street, stamford, ct 06901.",1
1112,1018840,2010,"board leadership structure the company is led by mr. jeffries, who has served as CEO of the company since february 1992, and as  COTB  since may 1998, when the company was spun off from its former parent. the company's board is comprised of mr. jeffries and eight non-management directors. the company established a lead independent director position in february 2010 and appointed mr. stapleton as the initial lead independent director. in addition to other duties more fully described in the company's corporate governance guidelines, the lead independent director is responsible for: consulting with the  COTB  with respect to appropriate agenda items for meetings of the board and the standing committees of the board, and approving such agendas; discussing with the chairs of the standing committees of the board their activities and endeavoring, consistent with the charters of the various standing committees, to coordinate activities among the standing committees; in consultation with the non-management directors, advising the  COTB  as to an appropriate schedule of board meetings and approving such schedule; calling executive sessions or meetings of the independent or non-management directors when necessary and appropriate; presiding at all meetings at which the  COTB  is not present including executive sessions of the independent or non-management directors and, if appropriate, apprising the  COTB  of the issues considered; serving as a liaison between the  COTB  and the independent directors; approving the retention of outside advisors and consultants who report directly to the board on critical issues; being available for consultation and direct communication with the company's stockholders; and performing such other duties as the board may from time to time delegate. the board has five standing committees: audit, compensation, corporate social responsibility, executive and nominating and board governance. each of these committees has a separate chair. detailed information on each board committee is contained in the section captioned ",0
1113,1018840,2012,"the company believes that a combined chairman and chief executive officer position, together with independent chairs for each of our board committees, a lead independent director, regularly scheduled executive sessions of the board and regularly scheduled meetings of the non-management directors is the most appropriate board leadership structure for the company at this time. this structure demonstrates to all of our stakeholders, including our associates, customers and stockholders, that our board is committed to engaged, independent leadership and the performance of its responsibilities. experienced and independent directors, sitting on various committees with independent chairs, oversee the company's operations, risks, performance and business strategy. the board believes that combining the chairman and chief executive officer positions takes advantage of the talent and knowledge of mr. jeffries, the person whom the board recognizes as the founder of the modern day abercrombie & fitch, and effectively combines the responsibilities for strategy development and execution with management of day-to-day operations. it also reduces the potential for confusion or duplication of efforts and provides clear leadership for the company. the board believes that its strong governance practices, including its supermajority of independent members, the combination of the chairman and chief executive officer roles, and its clearly defined lead independent director responsibilities, provide an appropriate balance among strategy development, operational execution and independent oversight of the company. ",1
1114,1018963,2011,"under the company's certificate of incorporation, amended and restated bylaws and corporate governance guidelines, the board of directors has the flexibility to determine whether it is in the best interests of the company and its stockholders to separate or combine the roles of chairman and chief executive officer of the company at any given time. whenever a chairman and/or chief executive officer is appointed, the board of directors assesses whether the roles should be separated or combined based upon its evaluation of, among other things, the existing composition of the board of directors and the circumstances at the time. on february 28, 2011, the company announced that mr. hassey will retire as chairman and chief executive officer and that richard j. harshman will be appointed chairman, president and chief executive officer, effective may 1, 2011. the board considered the roles and responsibilities of the chairman and the chief executive officer, and, while it retains the discretion to separate the roles in the future as it deems appropriate and acknowledges that there is no single best organizational model that is most effective in all circumstances, our board of directors currently believes that the company and its stockholders will continue to be best served by the chief executive officer also serving as chairman following mr. harshman's appointment. the board of directors believes that mr. hassey having served, and that mr. harshman to serve, both as chairman and chief executive officer promotes unified leadership and direction for the company, which more efficiently allows for a single, clear focus on the implementation of the company's strategy and business plans to maximize stockholder value. this leadership structure has resulted in the growth and financial success of the company since mr. hassey began to serve in both capacities in may 2004. in addition, the board of directors believes that mr. hassey, serving in his respective capacities as chairman and chief executive officer, has served as an effective bridge between the board of directors and the company's management and that mr. harshman similarly will do so. the board of directors has taken a number of measures related to corporate governance in order to provide what it views as an appropriate balance between the respective needs for dependable strategic leadership by the chairman and chief executive officer and the oversight and objectivity of independent directors, including the following: there is only one management representative on the company's nine-member board of directors. directors who have been determined by the board of directors to be independent in accordance with nyse rules comprise approximately 90% of the board of directors, significantly above the majority standard mandated by the nyse. all members of each of the audit committee, the finance committee, the nominating and governance committee, the personnel and compensation committee and the technology committee of the board of directors are independent directors. the independent, non-management directors meet separately in regularly scheduled executive sessions without members of management, except to the extent that the independent, non-management directors request the attendance of a particular member of management. further, any director may request that the independent, non-management directors go into executive session at any meeting. rather than designating a lead independent director, the board of directors has determined that meetings of independent, non-management directors in executive session are to be chaired on a rotating, per meeting basis among the non-management chairs of the committees of the board of directors so that the company may benefit from having different independent directors serve in that function from time to time. all independent directors are free to suggest the inclusion of items on the agenda for any meeting of the board of directors or raise subjects that are not on the agenda for that meeting. the board of directors and each of its committees has complete and open access to any member of management and the authority to retain independent legal, financial and other advisors as they deem appropriate without consulting or obtaining the approval of any member of management. the personnel and compensation committee, which is composed entirely of independent directors, is responsible for evaluating the performance of the chief executive officer and other members of senior management. the nominating and governance committee, which is composed entirely of independent directors, is responsible for evaluating the overall performance of the board of directors. in addition, the nominating and governance committee considers director candidates recommended by stockholders on the same basis as other candidates. ",1
1115,1019671,2010,"board leadership structure and the lead director while seachange's CEO serves as the  COTB , the board of directors has appointed an independent director to serve as lead director. the board has adopted this structure to strike an effective balance between management and independent leadership participation in the board process. the function of the lead director is to facilitate and improve communication between the independent directors and seachange by serving as the interface between seachange's  CEO , senior management and the independent directors. the lead director works with the chairperson of the compensation committee, if a separate person, to establish goals for the CEO each fiscal year and conducts the annual CEO evaluation. mr. olson currently serves as the lead director. ",0
1116,1019737,2014,"mr. goodyear has served as  cotb  since 2000. at the end of his employment term with the company on april 30, 2014, mr. goodyear will step down from his position as  cotb . ms. howard, our ceo and a member of the board, will assume the role of  cotb , effective as of may 1, 2014. the board believes that the leadership structure of the board is a matter that should be evaluated and determined by the board from time to time, based on all of the then-relevant facts and circumstances. ms. howard has been a member of the board for two (2) years, and in connection with mr. goodyear's retirement from the board, the board believes that transitioning the  cotb  role to ms. howard will provide a clear and efficient leadership structure for the company, with a single person setting the tone at the top and having primary responsibility for managing the overall business and strategy of the firm. ms. howard will be supported in her new role as  cotb  by governor thompson, our lead director, who is independent under nyse listing standards. as described in more detail below, as lead director, governor thompson serves as a liaison between the  cotb  and the independent members of the board. given the lead director's clearly-delineated governance responsibilities, the board believes this leadership structure will provide an appropriate balance between strong company leadership and oversight by the independent directors on the board. our corporate governance guidelines require that the board appoint an independent lead or presiding director and that the board meet in regularly scheduled executive sessions without management. governor thompson currently serves as our lead director. in this role, governor thompson serves as the conduit for the independent members of the board to relay any concerns about governance or management issues. at any time, he has authority to call meetings of the independent directors. management, as well as the internal audit function and enterprise risk management committee, also have unfettered access to his counsel. in the performance of his duties as lead director, governor thompson leads all executive sessions of the independent directors and presides at any meetings of the board at which the  cotb  is not present. further, he reviews and approves information sent to the board, including meeting agendas and meeting schedules. to the extent requested, governor thompson is available for consultation and serves as a line of direct communication with our shareholders and other interested parties (see the section entitled other information below). the board is ultimately responsible for overseeing our risk management process. the board receives regular reports from our ceo and other members of our executive management team regarding the strategic and operating risks facing the company. the audit committee has been delegated with primary oversight of risk, though other board committees also oversee risk within their respective areas of responsibility. for example, the compensation committee oversees the risks associated with the company's compensation policies and practices, including conducting an annual risk assessment of such policies and practices. together with the audit committee, the compensation committee has concluded that the risks arising from our compensation policies and practices are not reasonably likely to have a material adverse effect on the company. in addition, the company has an enterprise risk management committee (which reports directly to the audit committee) to evaluate risks affecting our business. the company's internal audit function conducts an annual risk assessment and also reports directly to the audit committee.",1
1117,1020214,2011," believes that having an independent  cotb  creates an environment that is more conducive to objective evaluation and oversight of management's performance, increasing management accountability and improving the ability of the board to monitor whether management's actions are in the best interests of the company and its stockholders. as a result, the company believes that having an independent board  cotb  can enhance the effectiveness of the board as a whole. the board has an independent chair, mr. kirk, who has authority, among other things, to call and preside over board meetings, including meetings of the independent directors, to set meeting agendas and to determine materials to be distributed to the board. accordingly, our  cotb  has substantial ability to shape the work of the board. the company believes that separation of the positions of  cotb  and ceo reinforces the independence of the board in its oversight of the business and affairs of the company. in addition, the company ",0
1118,1020416,2010,"the board of directors and the governance and nominating committee have engaged in a comprehensive review of the company's corporate governance practices. the positions of chairman and chief executive officer are combined at the company. the board of directors believes that combining the positions of chairman and chief executive officer is appropriate given that the size of the board of directors permits regular communication among all of the independent directors, and between the independent directors and the company's senior management. this structure allows for information to flow to the independent directors so that such directors can provide meaningful input during deliberations. the company also has a lead independent director who acts as the principal interface between the company's independent directors and senior management and presides over meetings of the independent directors. in addition, the lead independent director has input into the agendas for meetings of the board of directors and coordinates the various functions of the committees of the board of directors. a majority of the independent directors of the board of directors has appointed robert j. chrenc as the lead independent director",1
1119,1020710,2012,"the board does not have a policy on whether or not the roles of  cotb  and ceo should be separate or combined and, if they are to be separate, whether the  cotb  should be selected from the non-employee directors or be an employee. the directors serving on the board possess considerable professional and industry experience and a unique knowledge of the challenges and opportunities that dxp faces. as such, the board believes that it is in the best position to evaluate the needs of dxp and to determine how best to organize dxp's leadership structure to meet those needs. the board believes that the most effective leadership structure for dxp at the present time is for mr. little to serve as both  cotb  and  ceo . this model has succeeded because it makes clear that the  cotb  and ceo is responsible for managing our business, under the oversight and review of our board. this structure also enables our ceo to act as a bridge between management and the board, helping both to act with a common purpose. mr. little has been our  cotb  and ceo since dxp's organization in 1996 and has been with dxp and its predecessor companies for over 35 years. the board believes that there is already substantial independent oversight of dxp's management and a strong counterbalancing governance structure in place, as demonstrated by the following: we have a majority of independent directors: three out of the four directors meet the criteria for independence required by nasdaq; and only mr. little is deemed not to be independent. all committees are composed solely of independent directors: our audit, compensation and nominating and governance committees are each composed solely of independent directors. each of our independent directors serves on each of the committees. non-employee directors meet regularly: our non-employee directors typically meet in executive session without our employee director (mr. little) at each regularly scheduled board meeting. our non-employee directors held four executive sessions during the year ended december 31, 2011. the board has established an audit committee, a nominating and governance committee and a compensation committee. during the fiscal year ended december 31, 2011, the board met four times, the compensation committee met four times, the nominating and governance committee met four times and the audit committee met four times. each director attended all of the meetings of the board and committees of which he is a member. dxp does not have a policy regarding director attendance at annual meetings of dxp shareholders. one director attended the last annual meeting of shareholders. messrs. davis, miller and halter are the members of the audit committee, compensation committee and nominating and governance committee. signature of shareholder(s): date: _______________________________ please sign your name exactly as it appears hereon. joint owners must each sign. when signing as attorney, executor, administrator, trustee or guardian, please give your full title as such. dxp enterprises, inc. signature of shareholder(s): date: _______________________________ please sign your name exactly as it appears hereon. joint owners must each sign. when signing as attorney, executor, administrator, trustee or guardian, please give your full title as such. dxp enterprises, inc. signature of shareholder(s): date: _______________________________ please sign your name exactly as it appears hereon. joint owners must each sign. when signing as attorney, executor, administrator, trustee or guardian, please give your full title as such. exercise your right to vote important notice regarding the availability of proxy materials for the shareholder meeting to be held on june 20, 2012 meeting information meeting type: annual meeting for holders as of: april 23, 2012 date: june 20, 2012 time: 9:00 a.m. location: 7272 pinemont drive, houston, tx 77040 you are receiving this communication because you hold shares in the above named company. this is not a ballot. you cannot use this notice to vote these shares. this communication presents onl;y an overview of the more complete proxy materials that are available to you on the internet. you may view the proxy materials online at",1
1120,1020859,2010," the board is currently led by our chair, mr. funk, and by mr. barker, a non-management director who serves as the board's vice chair and lead independent director. this dual leadership role combines the benefits of mr. barker's guidance as an independent director and mr. funk's prior executive management experience with the company, and its predecessor company, from 1976 to 2008. while our corporate governance principles do not specify a policy with respect to the separation of the positions of chair and ceo or with respect to whether the chair should be a member of management or a non-management director, they do specify that the board presently believes that it is in the best interests of the company for two separate board members to lead the board. under our corporate governance principles, the board believes that one such member shall serve as chair of the board and the other such member shall serve as vice chair and lead independent director. the chair and vice chair and lead independent director provide overall leadership to the board in its oversight function, whereas the board believes that the  ceo , mr. spinner, provides leadership with respect to the day-to-day management and operation of our business. we believe the separation of the offices of board leadership from the day-to-day management and operations of the company allows mr. funk and mr. barker to focus on managing board matters and allows mr. spinner to focus on managing our business. the board believes this leadership structure has enhanced the board's oversight of, and independence from, company management, the ability of the board to carry out its roles and responsibilities on behalf of our stockholders, and our overall corporate governance. furthermore, the board believes that having a lead independent director vested with key duties and responsibilities (as discussed above) and three independent board committees chaired by independent directors (as discussed below) provides a formal structure for strong independent oversight of the company's management team. the board of directors believes that the ratification of the selection of kpmg llp is in the best interests of united natural foods and its stockholders and recommends a vote our board of directors believes that amending and restating the 2004 plan for the principal of purpose of adding stock options as an award option under the 2004 plan is necessary to allow us to continue to grant stock options to our employees, directors and consultants as at october 18, 2010, we only had 81,012 shares remaining to be awarded under our 2002 plan, our only currently effective equity incentive plan that authorizes the issuance of stock options. rather than amending the 2002 to reserve additional shares for issuance under that plan, our board of directors determined it was in the best interests of us and our shareholders to not seek shareholder approval for the additional dilution that would accompany such an amendment, but rather to add stock options as a permissible award type under the 2004 plan. the board of directors believes that the approval of the amendment and restatement of the 2004 plan to add stock options as an award option under the 2004 plan is in the best interests of united natural foods and its stockholders and recommends a vote ",0
1121,1021162,2012,"the board of directors believed, however, that adding a majority voting standard on top of a cumulative voting structure could produce difficulties and unintended consequences. for example, because cumulative voting permits stockholders to concentrate their votes for a single candidate, other candidates may fail to receive a majority of the votes cast even if they would have received a majority vote in the absence of cumulative voting. after careful consideration, the board of directors has concluded that it is in the best interests of the company and our stockholders to amend our amended and restated certificate of incorporation to eliminate cumulative voting to allow for the adoption of a majority vote standard in the election of directors. the board expects to adopt majority voting by amendment to the company's by-laws at the board meeting immediately following the annual meeting of stockholders. under a majority voting standard in director elections, each vote is required to be counted for or against the director's election. in order to be elected, the votes cast for such nominee's election must exceed the number of votes cast against such nominee's election. stockholders will also be entitled to abstain with respect to the election of a director, although abstentions will have no effect in determining whether the required affirmative majority vote has been obtained. the board has determined that the appropriate leadership structure for the board at this time is for mr. ill, our  ceo , to serve as  cotb  and chair the meetings of the board, while also selecting a lead director - currently mr. gozon - to provide leadership of the independent directors. our lead director is elected annually by the board upon a recommendation from the nominating and corporate governance committee. our lead director presides over executive sessions of the independent directors held at every board meeting (which sessions are not attended by management) and advises the  cotb , in consultation with the other independent directors, as to board schedules and agendas. the independent directors believe that mr. ill's deep understanding of each of triumph's businesses, his long experience as the ceo of triumph and his experience as a director of triumph and other public companies make him the most qualified director to serve as  cotb . the board may subsequently decide, however, to change that leadership structure, and we do not have a formal policy to require that the ceo or any other member of management serve as  cotb .",1
1122,1021635,2013,"peter b. delaney currently serves as  cotb , president and ceo . at the time of his election, the board believed that it was in the best interests of the company to have a single person serve as  cotb  and ceo to provide unified leadership and direction. the board still believes this is in the company's best interest; however, the board may separate these positions in the future should circumstances change. the company's board of directors believes that it is not in the best interests of the company or the company's shareholders to change the company's jurisdiction of incorporation from oklahoma to delaware for the following three primary reasons: the board believes reincorporation in delaware is not necessary to achieve good corporate governance. today, there are few differences between oklahoma's and delaware's corporate laws. the oklahoma general corporation act was adopted as a virtual clone of the delaware general corporation law in 1986, and oklahoma courts look to delaware case law to interpret oklahoma corporate statutes that have not yet been interpreted. oklahoma law, like delaware law, currently supports a wide range of sound governance practices. the company is committed to maintaining high standards of corporate governance, regardless of the company's state of incorporation, and the board of directors believes that the company's practices reflect this commitment.",1
1123,1021860,2012,"currently, the roles of cotb and CEO are not combined at the company. the company believes that effective corporate governance, including the independent oversight of management, does not require that the cotb be an independent director. the company believes that its stockholders are best served by a board that has the flexibility to establish a leadership structure that fits the needs of the company at a particular point in time. the board believes that our current executive cotb is best situated to serve as cotb because he is the director most familiar with our business and most capable of effectively identifying strategic priorities and leading the discussion and execution of our strategy. the board also believes that the role of executive cotb facilitates information flow between management and the board. to assist with providing independent oversight of management and the company's strategy, the non-employee members of the board of directors have appointed j. wayne richards, an independent director, as lead director. the lead director is responsible for: (1) developing the agenda for, and presiding over the executive sessions of, the board's non-management directors, (2) facilitating communications between the cotb and other members of the board, (3) coordinating, with the cotb , the assessment of the committee structure, organization, and charters, and evaluating the need for any changes, (4) acting as principal liaison between the non-management directors and the CEO on matters dealt with in executive session, and (5) assuming such further tasks as the independent directors may determine. the board also holds executive sessions on a quarterly basis at which only non-employee directors are present. in addition, the committees of the board provide independent oversight of management. each of the committees of the board is composed entirely of independent directors. the board has concluded that this structure is in the best interest of stockholders because it provides an appropriate balance between our cotb 's ability to lead the board and the company and the ability of our independent directors, under the leadership of our lead director, to provide independent objective oversight of our management. the undersigned acknowledges receipt of the april 17, 2015 notice of annual meeting and the proxy statement, which more particularly describes the matters referred to herein.",1
1124,1022079,2010,"the board operates under the leadership of our chairman. at this time, the board has determined that the company's president and chief executive officer is best positioned to serve as chairman. the board believes that this leadership structure is in the best interest of the company and its shareholders for the following reasons. the president and chief executive officer has primary responsibility for managing the company on a daily basis. by serving as chairman, the president nd chief executive officer helps ensure that key business issues and other important matters are brought to the board's attention. we have numerous mechanisms in place to promote the appropriate level of independence and oversight in board decisions: our corporate governance guidelines provide hat at least a majority of the company's directors shall be independent. at this time eight of nine directors are independent, and all the members of the audit and finance, compensation, governance and quality, safety and compliance committees also are independent. the board and each of its committees have complete access to management and the authority to retain independent advisors, as they deem appropriate. the independent directors review the performance of the president and chief executive officer annually. we have published procedures for interested parties, including shareholders, to communicate with our directors. we also have a lead independent director. the board believes that aving a lead independent director helps the administration and organization of the board and facilitates the effective conduct of its duties, including the activities of the independent directors. daniel . stanzione, ph.d. currently serves as the lead independent director. the principal responsibilities of the ead independent director are to: preside over any executive session of the onmanagement directors or the independent directors; participate with the chairman and chief executive officer in the preparation of the agendas for board meetings; serve as a member of the executive committee; coordinate providing timely feedback from the directors to the chairman and chief executive officer; serve as the principal contact for shareholdercommunications with the board; and monitor, and if appropriate discuss with other directors, communications received from shareholders and others. the board retains he flexibility to revise our leadership structure if, in the exercise of its fiduciary duty, the board determines that a different structure is appropriate. the board plays an active role in overseeing the company's key risks and has considered itsrole in risk oversight in determining the company's current leadership structure. thecompany's management is responsible for managing the risks, which it does through a committee of senior managers that leads the company's enterprise risk management program. the board has delegated to its audit and finance committee primary responsibility for overseeing that program. the audit and finance committee receives periodic updates regarding the program. in addition, the board's quality, safety and compliance committee reviews the adequacy and effectiveness of policies and programs to ensure the company's compliance with laws and regulations applicable to its business (other than securities and accounting laws and regulations, which the audit and finance committee oversees), and regularly receives reports regarding these topics. each of these committees regularly updates the board regarding its activities. in addition, each year the full board of directors reviews the enterprise risk management program ",1
1125,1022079,2011,"the board operates under the leadership of our  cotb . at this time, the board has determined that the company's president and ceo is best positioned to serve as  cotb . the board believes that this leadership structure is in the best interest of the company and its shareholders for the following reasons. the president and ceo has primary responsibility for managing the company on a daily basis. by serving as  cotb , the president and ceo helps ensure that key business issues and other important matters are brought to the board's attention. we have numerous mechanisms in place to promote the appropriate level of independence and oversight in board decisions: our corporate governance guidelines provide that at least a majority of the company's directors shall be independent. at this time eight of nine directors are independent, and all the members of the audit and finance, compensation, governance and quality, safety and compliance committees are independent. the board and each of its committees have complete access to management and the authority to retain independent advisors, as they deem appropriate. the independent directors review the performance of the president and ceo annually. we have published procedures for interested parties, including shareholders, to communicate with our directors. we also have a lead independent director. the board believes that having a lead independent director helps the administration and organization of the board and facilitates the effective conduct of its duties, including the activities of the independent directors. dr. stanzione currently serves as the lead independent director. the principal responsibilities of the lead independent director are to: preside over executive sessions of the non-management directors or the independent directors; participate with the  cotb  and ceo in the preparation of the agendas for board meetings; serve as a member of the executive committee; coordinate providing timely feedback from the directors to the  cotb  and  ceo ; serve as the principal contact for shareholder communications with the board; and monitor, and if appropriate discuss with other directors, communications received from shareholders and others. the board retains the flexibility to revise our leadership structure if, in the exercise of its fiduciary duty, the board determines that a different structure is appropriate. the board plays an active role in overseeing the company's key risks and has considered its role in risk oversight in determining the current board leadership structure. the company's management is responsible for managing the risks, which it does through a committee of senior managers that leads the company's enterprise risk management program. the board has delegated to its audit and finance committee primary responsibility for overseeing that program. the audit and finance committee receives periodic updates regarding the program. in addition, the board's quality, safety and compliance committee reviews the adequacy and effectiveness of policies and programs to ensure the company's compliance with laws and regulations applicable to its business (other than securities and accounting laws and regulations, which the audit and finance committee oversees), and regularly receives reports regarding these topics. in addition, the compensation committee annually reviews the compensation arrangements for the company's executive officers to assess whether they encourage risk taking that is reasonably likely to have a material adverse effect on the company. each of these committees regularly updates the board regarding its activities. in addition, each year the full board of directors reviews the enterprise risk management program.",1
1126,1022408,2015,"pursuant to our corporate governance guidelines and policies, which were most recently reviewed and revised in february 2015, the company's current practice is to combine the ceo and  cotb  roles, coupled with a strong, independent, and clearly defined lead director position, which we believe further strengthens the governance structure. the board believes this provides an efficient and effective leadership model for the company, and that combining the  cotb  and ceo roles fosters clear accountability, effective decision-making, and alignment on corporate strategy. mr. c. thomas faulders, iii currently serves as our lead independent director. board oversight is further enhanced by the fact that all of the board's key committees audit, compensation, and nominating and corporate governance, are comprised entirely of independent directors. the board, as part of its regular review of the effectiveness of the company's governance structure, reviews at least annually whether combining the roles of ceo and  cotb  continue to serve the best interests of the company and its shareholders. the nominating and corporate governance committee annually reviews and assesses the continuing effectiveness of the role of lead independent director. as provided in our corporate governance guidelines and policies, the lead independent director's responsibilities include: serve as a liaison between the ceo and independent directors; preside at regular executive sessions of independent directors, or at board meetings when the  cotb  is ill, absent, or otherwise unable to carry out the duties of  cotb ; convene additional executive sessions of independent directors as needed, either at his own initiative or at the request of other independent directors; in conjunction with the ceo , or committee chair as appropriate, determine board and committee agendas and the type of information that should be provided to the directors; discuss with the ceo the amount of time to be allotted for meeting agenda items, and have final approval of meeting agendas for the board and of information sent to the board; meet with",1
1127,1022671,2013,"keith e. busse served as both ceo and  cotb  of our board of directors from the inception of our company in 1993 until his retirement as  ceo , effective december 31, 2011. the board, upon the recommendation of our succession planning committee, following an extensive succession planning process, appointed mark d. millett, then serving as our chief operating officer, as our new  ceo , effective january 1, 2012. mr. busse remained our non-independent board  cotb  during 2012, and, if elected at the annual meeting, will continue to serve as a member of our board of directors and, if so appointed again, as its non-independent  cotb . in 2010, the board established the position of lead independent director, selected annually from among the independent directors. james c. marcuccilli served as our lead independent director during 2012. mr. marcuccilli, if elected at the annual meeting, will continue to serve as a member of our board of directors and, if so appointed again, as its lead independent director. the  cotb  and lead independent director serve at the pleasure of the board and are appointed annually following the annual meeting. the board  cotb , together with our lead independent director, oversees the planning of the annual board calendar, and, with the ceo and lead independent director, in consultation with the other directors, schedules and sets the agenda for meetings of the board. in addition, the  cotb  provides guidance to management, and assists the ceo and lead independent director in coordinating the work of the board's standing committees. the  cotb  is also available to speak on behalf of the board in limited circumstances, and performs such other functions and responsibilities as may be requested by the  ceo , the lead independent director, or the board from time to time. the lead independent director presides at all meetings of the executive sessions of the independent directors, serves as a liaison between management and the board, as well as between the  cotb  and the independent directors, approves board meeting agendas, assists the board committee chairs in preparing agendas for the respective committee meetings, and performs such other functions and responsibilities as may be requested by the board or the independent directors from time to time. the lead independent director also serves as the chair of the board's succession planning committee. the lead independent director also has the authority to call additional executive sessions of the independent directors. the board considers that the lead independent director's active involvement in the foregoing functions and activities will enable the board to ensure that it will be able to maintain an appropriate level of independent oversight over its critical information flow and decision-making processes.",0
1128,1023362,2012,"the company's corporate governance guidelines provide that the positions of  cotb  and ceo should be held by different persons. since october 2007, the board has been led by an independent non-executive  cotb . our  cotb  is responsible for coordinating the board's activities, including the scheduling of meetings of the full board, scheduling executive sessions of the non-employee directors and setting relevant items on the agenda (in consultation with the ceo as necessary or appropriate). the board believes that this leadership structure has enhanced the board's oversight of, and independence from, company management, the ability of the board to carry out its roles and responsibilities on behalf of our stockholders, our overall corporate governance compared to our prior combined  cotb / ceo  leadership structure which existed from february 2005 through october 2007.",0
1129,1023731,2010,"in january 2010, the board created the position of lead director and appointed ret. major general hecker to be the lead director. the lead director is responsible for (i) establishing the agenda for the executive sessions held by non-management directors of the board and acting as chair of those sessions, (ii) polling the other non-management directors for agenda items both for regular board meetings and executive sessions of the non-management directors and (iii) working with the  cotb  and ceo on the agenda for regular board meetings. the board believes that this structure of a combined  cotb  and ceo with the lead director reconciling the viewpoints and discussions amongst the outside directors is the most effective board leadership structure for the company.",1
1130,1024126,2011,"michael c. pearce cooper c. collins anthem blanchard jan h. loeb james e. smith, jr. as required by our articles, our bylaws, and the rules of nyse amex, our board consists of a majority of independent directors. periodically, and at least annually in connection with its annual recommendation to the board of a slate of director nominees, the nominating committee of our board reviews the independence of the board's current members (and director nominees who are not current members) and reports its findings to the full board. our board then considers all relevant facts and circumstances in making an independence determination, including an analysis from the standpoint of the director and from that of persons or organizations with which the director has an affiliation. our board has determined that three of our five directors are independent under nyse amex rules. neither mr. collins, our current  ceo , nor mr. pearce, who served as our ceo prior to the merger between gta and pernix, qualifies as independent. mr. pearce is no longer employed by our company; however, he currently serves as  cotb  of our board. our board has determined that separating the roles of ceo and  cotb  is in the best interest of stockholders at this time. this structure has been particularly useful given the march 9, 2010 merger between gta and pernix that resulted in the formation of our company, the appointment of a new  ceo , and resulting significant changes in the company's strategic direction. the structure ensures a greater role for the independent directors in the oversight of the company and active participation of the independent directors in setting agendas and establishing priorities and procedures for our board. we schedule executive sessions at which our independent directors meet without the presence or participation of management. the chairs of the audit committee, compensation committee, nominating committee each act as presiding director of such executive sessions on a rotating basis.",0
1131,1024305,2014,"our amended and restated certificate of incorporation ( certificate of incorporation ) provides that the number of directors will be fixed from time to time by a resolution adopted by our board, but must not consist of less than five or more than 13 directors. our board is presently composed of seven directors. directors are elected by the stockholders at the annual meeting of stockholders by a plurality of the shares present and entitled to vote. unless his or her office is earlier vacated in accordance with our amended and restated bylaws ( bylaws ), each director holds office until his or her successor is duly elected and qualified. four directors on our board have a relationship with the jab group. each of lambertus becht, olivier goudet and peter harf may be deemed to have an indirect pecuniary interest in a portion of the shares of our outstanding class b common stock beneficially owned by lucresca, agnaten and jab holdings, and, together with certain other persons, each exercises voting and investment control over the shares of the company beneficially owned by lucresca, agnaten and jab holdings. mr. goudet is the CEO of the jab group, and mr. harf is the CEO of agnaten and lucresca. mr. faber also serves in a position similar to a director of jab holding company s. .r.l. each of these directors receive compensation for the services each provides to the jab group. our board considers this structure appropriate in view of the jab group's significant investment in and control of the company. our corporate governance guidelines permit our board flexibility in determining whether to appoint an independent cotb . our board has appointed lambertus j.h. becht as the cotb of our board, and our board has determined that mr. becht was independent until he became our interim CEO . a special committee of our board has determined that mr. becht will not be independent during his service as our interim CEO . our board believes it is important for its cotb to have both a stake in and deep understanding of the company.",0
1132,1024305,2015,"on december 1, 2014, the board granted mr. becht an award of 49,432 phantom units (the december grant ). on july 21, 2015, the board granted to mr. becht an award of 300,000 phantom units (the july grant ). both the december grant and july grant to mr. becht were outside of the company's equity and long-term incentive plan and were granted in consideration of mr. becht's increased and continuing responsibilities as interim ceo . the rnc deemed that it was in the best interests of the company and its shareholders to grant to mr. becht these additional awards which are tied to the value of our class a common stock as compensation for his increased and continuing services as interim ceo and to further align his interests and those of our stockholders. at the time of december grant, the phantom units had a value of $1,000,009 based on the closing price of the company's class a common stock on december 1, 2014, and at the time of the july grant, the phantom units had a value of approximately $8,106,000 based on the closing price of the class a common stock on july 21, 2015. the rnc decided to award these amounts in respect of mr. becht's service as interim ceo based on its determination of the appropriate level of compensation for that position and the amount of time devoted to that position by mr. becht. each phantom unit has an economic value equivalent to one share of the company's class a common stock. the phantom units vest on the fifth anniversary of the grant date and, in the event of a change in control or mr. becht's death or disability, the phantom units shall vest immediately. within 30 days of the grant date, mr. becht had the ability to elect whether to receive payment in respect of the phantom units in cash or shares of class a common stock. mr. becht elected to receive payment in respect of the december grant and the july grant in shares of class a common stock.",1
1133,1025378,2010," the board of directors has adopted a structure whereby the founder and principal shareholder of the company, mr. wm. polk carey, is the cotb . the board believes that having mr. carey as cotb provides strong leadership for the board and critical thinking with respect to the company's strategy and performance and helps ensure that shareholder interests are well represented during board deliberations. the company's CEO , gordon f. dugan, is also a member of the board of directors. the board considers the CEO 's participation to be important to make information and insight about the company's business and its operations directly available to the directors in their deliberations. finally, the board feels that, as a former cotb and CEO , mr. faber is well-suited to lead independent sessions of the board in his capacity as lead director. the board of directors has adopted a structure whereby the founder and principal shareholder of the company, mr. wm. the board believes that risk oversight is the responsibility of the board as a whole and not of any one of its committees. the board periodically reviews the processes established by management to identify and manage risks, communicates with management about these processes and receives regular reports from each of its committees concerning, among other things, risks arising within its areas of responsibility.",1
1134,1026650,2011," committee concluded that dr. morganroth was uniquely qualified to assume the combined role of  cotb  and president and ceo on a temporary basis given his previous experience as our ceo from 1993 to 2001 and his intimate involvement with all aspects of our operations and strategies. previously, our board of directors separated the positions of  cotb  and ceo when dr. morganroth stepped down as our ceo in 2001. the board determined that dr. morganroth should concentrate his efforts on board leadership and scientific developments and vision while our ceo would develop and implement our business plan. until such time as a replacement is found, dr. morganroth will continue to serve as interim president and ceo in conjunction with his other responsibilities as to board leadership and scientific developments and vision. ",0
1135,1027183,2010,"the board of directors is not currently led by a  cotb  or a lead independent director. accordingly, the positions of principal executive officer and  cotb  are not held by the same person. the board does not have a formal policy as to whether the roles of  cotb  and principal executive officer should be separate or combined. under virginia law, the board of directors is responsible for managing the business and affairs of the company, including the oversight of risks that could affect the company. although the entire board of directors has responsibility for the general oversight of risks, it administers its risk oversight function primarily through committees, including the audit committee and the compensation committee, as described above, as well as other committees. the loan committee, with the input of the senior credit officer, is responsible for oversight of credit risk and lending policies. the full board of directors functions as the asset-liability committee and is responsible for oversight of interest rate risk and liquidity risk. each of these committees meet regularly and provide reports of their activities and conclusions to the full board of directors, which is responsible for reviewing the actions of the committees. for a discussion of the benefits provided under the directors deferred compensation plan agreements.",0
1136,1027183,2010,"the board of directors is not currently led by a cotb or a lead independent director. accordingly, the positions of principal executive officer and cotb are not held by the same person. the board does not have a formal policy as to whether the roles of cotb and principal executive officer should be separate or combined. under virginia law, the board of directors is responsible for managing the business and affairs of the company, including the oversight of risks that could affect the company. although the entire board of directors has responsibility for the general oversight of risks, it administers its risk oversight function primarily through committees, including the audit committee and the compensation committee, as described above, as well as other committees. the loan committee, with the input of the senior credit officer, is responsible for oversight of credit risk and lending policies. the full board of directors functions as the asset-liability committee and is responsible for oversight of interest rate risk and liquidity risk. each of these committees meet regularly and provide reports of their activities and conclusions to the full board of directors, which is responsible for reviewing the actions of the committees. for a discussion of the benefits provided under the directors deferred compensation plan agreements.",0
1137,1027207,2013,"our bylaws provide for the  cotb  and ceo roles to be combined into one position, unless the board of directors determines that a different structure is more appropriate. the board believes that this is the most appropriate structure based on our  ceo 's extensive experience and in-depth knowledge of the company. specifically, they believe that this structure has fostered, and will continue to support, a unified leadership of the company; and will also provide a clear, well-defined focus for the chain of command to execute the company's business plans and strategic initiatives. the board does not have a lead independent director. the board of directors is responsible for oversight of the company's risk management practices, while management is responsible for the day-to-day risk management of the company. the board and management routinely review risks facing the company during board and committee meetings. the audit committee supplements the board in its oversight role by reviewing periodic reports regarding the company's risk and control environment and the compensation committee in its oversight role for compensation and employee retention matters.",1
1138,1028087,2011,"mr. serrao serves as our  cotb , president and  ceo . our board of directors has not deemed it necessary to separate the positions of  cotb  and ceo or name a lead independent director because the board values mr. serrao's business acumen, industry knowledge, ethics and leadership as  cotb  and because our independent directors under our existing board leadership structure have been diligent in their oversight responsibility with respect to management. this oversight includes actively advising and providing direction to management, reviewing and approving management's strategic plans and business objectives, and overseeing our company's financial performance and compliance with legal and regulatory obligations. additionally, our independent directors meet, from time to time as they deem appropriate, in executive session at both the board and committee levels. our audit committee is responsible for risk oversight generally. pursuant to its charter, the committee discusses with management and our independent registered public accounting firm our major risk exposures (whether financial, operating or otherwise) and the steps management has taken to monitor and control those exposures, including our risk assessment and risk management policies. our compensation committee is responsible for oversight of risks specifically related to compensation practices, including formulation, administration and regulatory compliance.",1
1139,1028215,2010,"board leadership structure the board does not have a policy on whether or not the role of the cotb and CEO should be separate and, if it is to be separate, whether the cotb should be selected from the non-employee directors or be an employee. the board makes this choice on the basis of what is best for us at a given point in time. currently, david l. hatcher serves as our  COTB , and j. neal butler serves as our president and ceo. the board determined that mr. hatcher's knowledge and past experience as the CEO would serve us well, and his insights have been and continue to be invaluable to the board. to ensure the representation of the non-employee directors in the leadership structure, we have designated richard l. urbanowski as our lead director. the responsibilities of the lead director include calling and setting the agenda for executive sessions and other meetings of the non-employee directors, serving as principal liaison for the non-employee directors with the board chair and the ceo, substituting for the board chair when he is unavailable, and serving as the contact for shareholder communication. ",1
1140,1028215,2014,"mr. leonard served as a director of our subsidiary kmg-bernuth from 1992 until 1997, and served as the secretary of kmg-bernuth from 1993 until 2001. since 1972, mr. leonard has served as the chair of the board, ceo and president of valves incorporated of texas, inc., a manufacturing company located in houston, texas. mr. leonard also currently serves as a board member of integrity bank, ssb, an independent community bank in houston, texas, and dki investments incorporated, a private texas corporation formed to acquire and operate companies. mr. leonard is the chair of our compensation and development committee and a member of our audit committee. he provides the board with critical expertise in compensation systems and strategies, and as the long-time ceo of a private manufacturing company, he brings to the board leadership experience and a broad-based expertise in a variety of business disciplines. the board does not have a set policy on whether the roles of the  cotb  and ceo should be separate and, if separate, whether the  cotb  should be selected from the non-employee directors or be an employee. rather, the board makes this choice on the basis of what it believes is in the company's best interests at a given point in time. during most of fiscal year 2013, these roles were separate. as a result of recent executive management transitions, however, the board has determined that it is currently in the company's best interests that christopher t. fraser serves as our  cotb , president and ceo . the board believes that mr. fraser's knowledge and past experience as a ceo will serve us well and that his insights have been, and will continue to be, invaluable to the board. ",1
1141,1028918,2015,"we encourage you to attend the annual meeting in person if it is convenient for you to do so. if you are unable to attend, it is important that you vote via the internet, by telephone, or sign, date and return the enclosed proxy card in the enclosed postage-paid envelope. your cooperation is appreciated since a majority of the common stock must be represented, either in person or by proxy, to constitute a quorum for the transaction of business at the annual meeting. on behalf of the board of directors and all of the employees of the company, we thank you for your continued support. best regards, steven r. gardner our bylaws provide for a board of directors that will serve for one-year terms. the size of the board shall be designated by the board, but shall be seven (7) in the absence of such designation. vacancies on the board may be filled by a majority of the remaining directors. a director elected to fill a vacancy, or a new directorship created by an increase in the size of the board, serves for a term expiring at the next annual meeting of stockholders. our board of directors has no fixed policy with respect to the separation of the offices of  cotb  and  ceo . our board retains the discretion to make this determination on a case-by-case basis from time to time as it deems to be in the best interests of the company and our stockholders at any given time. the board currently believes that separating the positions of ceo and  cotb  is the best structure to fit the company's needs. this structure ensures a greater role for the independent directors in the oversight of the company and active participation of the independent directors in setting agendas and establishing priorities and procedures for the work of the board. 1. the election as directors of the nominees listed (except as marked to the contrary below) kenneth a. boudreau, john j. carona, steven r. gardner, joseph l. garrett, john d. goddard, jeff c. jones, and michael l. mckennon. for all except _________",0
1142,1029199,2014,"the board has determined that all of the directors, other than messrs. brown and althasen, are independent directors as defined in the listing standards for the nasdaq stock market llc. the board believes that the existence of a lead independent director enhances coordination of decision-making among the independent directors and communication between them and the  cotb , and provides a single point of contact for stockholders and other outside parties to communicate with the board. m. jeannine strandjord has been the lead independent director since 2010. non-management directors currently receive $150,000 annually for serving on the board. the board fee consists of annual cash compensation in the amount of $75,000 paid quarterly and common stock valued at $75,000 that is granted on the date of our annual meeting of stockholders and vests immediately. non-management directors receive additional annual compensation for serving in certain board leadership roles as follows: (i) the chairperson of the audit committee receives cash compensation of $15,000, (ii) the  cotb  of the compensation committee and the nominating and corporate governance committee receives cash compensation of $10,000, and (iii) the lead independent director receives cash compensation of $10,000. non-management directors are reimbursed for reasonable expenses incurred in connection with board-related activities.",1
1143,1029800,2012,"our charter provides the board of directors with the flexibility to assess and revise the company's leadership structure from time to time. after consideration, the board of directors has determined that presently it is in the best interests of the company and its shareholders to combine the positions of ceo and  cotb , believing that the combined role facilitates open communication between management and the board, encourages the board to focus on matters that are of paramount importance to management and provides unified leadership in executing the company's business initiatives. currently, the company does not have a formal lead director position. all of the independent directors serve on the nominating and corporate governance committee. the board believes that this provides an appropriate balance to the leadership structure. section above, the board of directors believes that the combined roles of  cotb  and ceo facilitate communications with management and thus enhance effective risk oversight. the undersigned hereby acknowledge(s) receipt of a copy of the accompanying notice of annual meeting of stockholders, the proxy statement and the company's annual report to stockholders and hereby revoke(s) any proxy or proxies heretofore given. this proxy may be revoked at any time before it is exercised by filing a notice of such revocation, by filing a later dated proxy with the secretary of the company or by voting in person at the annual meeting.",1
1144,1030469,2015,"except for jos rafael fern ndez, who is our president and ceo , all of our directors are independent pursuant to the corporate governance listing standards adopted by the new york stock exchange ( nyse ) for listed companies. our board of directors has adopted standards and definitions to assist it in the evaluation of the independence of its members. the standards and definitions adopted by the board describe various types of relationships that could potentially exist between a director and the company and sets thresholds at which such relationships would be deemed to be material. if no relationship or transaction exists that would disqualify a director from being independent under such standards and definitions, and no other relationships or transactions exist of a type not specifically mentioned therein that in the board's opinion, taking into account all facts and circumstances, would impair a director's ability to exercise his or her independent judgment, the board will deem such director to be independent. such standards and definitions are available on our website at our corporate leadership structure entails a split in the roles of the chairperson of the board and the ceo . the position of board chairperson is held by mr. incl n, an independent director, whereas the position of ceo is held by mr. fern ndez. we believe that the separation of the chairperson and ceo positions is the most appropriate structure for us at this time because it (i) promotes a balance of power; (ii) provides a more effective channel for our board of directors to express its views on management; (iii) provides our ceo with more independent guidance and feedback on his performance; and (iv) allows our board of directors to more effectively monitor corporate governance, risk oversight, and fulfill regulatory requirements. moreover, such split allows our ceo to focus on leading the company, while our chairperson can focus on leading the board. in order to align the interests of our directors and top executives with our shareholders, the board adopted the officers and directors stock ownership policy. pursuant to such policy, our directors are required to hold common and preferred stock of the company with a total value that is not less than four times their annual cash compensation. our board of directors, the audit and compliance committee, the compensation committee and management's asset and liability management committee (the alco committee ), executive credit committee and risk management and compliance committee, are actively involved in overseeing the management of the risks involved in our business and operations. however, the board ultimately determines the level of risk that is acceptable for the company within general guidelines and regulatory requirements. the board considers that effective risk management is a fundamental part of good management practice and is committed to maintaining sound risk management systems. to this end, the board is responsible for adopting several risk policies and reviewing the effectiveness of our risk management program. in order to appropriately discharge their risk oversight functions, the board, the audit and compliance committee, and the compensation committee have access to senior management and the right to consult with and retain independent legal and other advisors at our expense pursuant to our corporate governance principles and guidelines. the board and the audit and compliance committee also regularly meet with and receive written reports from senior management, including our chief risk officer and internal audit department, who evaluate significant risk exposures and contribute to our risk management and internal control system. the compensation committee assists the board in ensuring that our compensation program encourages decision-making that is in the best long-term interest of the company and its shareholders as a whole, and does not encourage excessive or inappropriate risk-taking. moreover, the alco committee has responsibility for overseeing the management of our assets and liabilities to balance our risk exposures. its principal objective is to enhance profitability while maintaining appropriate levels of liquidity and interest rate risks. the executive credit committee has responsibility for setting strategies to achieve our credit risk goals and objectives in accordance with the credit policy approved by our board of directors. the risk management and compliance committee has responsibility for the implementation of our risk management program. in sum, all such committees assist and report to the board in connection with the monitoring and oversight of certain risks and/or the implementation of the policies and objectives adopted by the board.",0
1145,1030484,2010,"the positions of cotb and CEO of the company are currently separate, with ms. paul serving as cotb and mr. paul serving as CEO . the company believes this leadership structure is appropriate at this time because it allows the company to fully benefit from the leadership ability, industry experience and history with the company that each of these individuals possesses. the board has also appointed harold e. jordan as lead director to chair meetings of the independent directors of the board of directors. mr. jordan's duties as lead director include: (i) presiding at executive sessions of the non-employee directors and all other meetings of directors where the cotb is not present; (ii) serving as liaison between the cotb and non-employee directors; (iii) reviewing meeting agendas for the board; (iv) having the authority to call meetings of the non-employee directors; and (v) if requested by major shareholders, ensuring that he is available for consultation and direct communication. the board of directors has standing nominating and governance, compensation and audit committees, each of which is described in more detail below. the board of directors held four meetings in 2009. each incumbent director, except for messrs. musick and erickson, attended all of the meetings of the board of directors held during 2009 and all of the meetings of the board committees on which the director served in 2009. messrs. musick and erickson did not attend all of the meetings of the board of directors and all of the meetings of the board committees on which they served in 2009 because mr. musick did not join the board until april 29, 2009 and mr. erickson did not join the board until july 2, 2009. mr. musick attended all of the meetings of the board of directors and all of the meetings of the board committees on which he served between the date of his election on april 29, 2009 and december 31 2009, and mr. erickson attended all of the meetings of the board of directors and all of the meetings of the board committees on which he served between the date of his appointment on july 2, 2009 and december 31, 2009. directors are expected to attend each regular and special meeting of the board and of each board committee on which the director serves. directors are also expected to attend the annual meeting of shareholders. four of the directors then in office attended last year's annual meeting of shareholders. parties who wish to communicate with the board of directors, or with a specific member of the board, may direct written communications to ms. mary t. minch, our corporate secretary, at the following address: 2911 peach street, p.o. box 8036, wisconsin rapids, wisconsin 54495-8036. ms. minch will forward all such communications to the full board, or to the director to whom the communication is addressed, as applicable, at its next scheduled meeting. nominating and governance committee. the nominating and governance committee is responsible for, among other things: (i) identifying, as necessary, new candidates who are qualified to serve as directors, (ii) reviewing the qualifications of candidates for board memberships, including any candidates nominated by shareholders, based upon the guidelines adopted by the committee, (iii) recommending to the full board of directors nominees to stand for election at annual shareholders meetings, to fill vacancies on the board of directors, and to serve on committees of the board of directors, (iv) coordinating the annual self-evaluation of the full board of directors and each of its committees, (v) establishing and reviewing, for recommendation to the full board of directors, corporate governance principles and (vi) developing succession plans for the directors. the nominating and governance committee has a written charter which was filed as an exhibit to the company's 2009 definitive proxy statement. the nominating and governance committee reviews and, as appropriate, recommends to the board of directors proposed changes to its charter in february of each year. the charter was last amended in february 2009. the members of the nominating and governance committee are messrs. jordan ( COTB ), erickson, grunewald, musick and piper. all of the members of the nominating and governance committee are independent, as defined under the current listing standards of the nasdaq stock market. the nominating and governance committee met two times in 2009. the nominating and governance committee will consider candidates for director nominated by shareholders in accordance with the procedures set forth in the company's by-laws. under the by-laws, nominations, other than those made by the board of directors or the nominating and governance committee, must be made pursuant to timely notice in proper form to the secretary of the company. to be timely, a shareholder's request to nominate a person for director, together with the written consent of such person to serve as a director, must be received by the secretary of the company at our principal office (i) with respect to an election held at an annual meeting of shareholders, not less than 120 days prior to the anniversary date of the annual meeting of shareholders in the immediately preceding year or (ii) with respect to an election held at a special meeting of shareholders for the election of directors, not less than the close of business on the eighth day following the date of the earlier of public announcement or notice of such meeting. to be in proper written form, the notice must contain certain information concerning the nominee and the shareholder submitting the nomination. in addition, the nominating and governance committee has adopted guidelines for evaluating and selecting candidates for election to the board of directors. under these guidelines, each director should: be an individual of the highest character and integrity and have an inquiring mind, vision and the ability to work well with others; be free of any conflict of interest which would violate any applicable law or regulation or interfere with the proper performance of the responsibilities of a director; possess substantial and significant experience which would be of value to the company in the performance of the duties of a director; and have sufficient time available to devote to the affairs of the company in order to carry out the responsibilities of a director. the nominating and governance committee's guidelines for selecting board candidates indicate that the board should be composed of directors who, among other things, will bring to the board a variety of experience and backgrounds. in assessing the variety of experience and backgrounds of candidates, the committee considers diversity, including race, gender and ethnicity. the nominating and governance committee implements this policy by considering all aspects of each individual's experience and background in the director nomination process, and assesses the effectiveness of the policy through regular reviews of the composition of the board on an individual-by-individual basis and as a whole. the nominating and governance committee will evaluate eligible shareholder-nominated candidates for election to the board in accordance with the selection guidelines, the full text of which can be found in the nominating and governance committee charter. compensation committee. the compensation committee is responsible for, among other things: (i) reviewing the company's executive compensation goals, policies and philosophies and monitoring the appropriateness of the company's executive compensation practices, (ii) reviewing and, as appropriate, approving management's recommendations regarding executive compensation, (iii) reviewing and, as appropriate, approving the company's executive compensation plans, including designating plan participants, establishing objectives and applicable performance measurement criteria and making awards, (iv) reviewing surveys and other data to gauge the competitiveness and appropriateness of levels and elements of executive compensation and benefits, (v) to the extent not undertaken by the board of directors, reviewing the level and composition of compensation, benefits and perquisites provided to non-employee members of the board of directors, (vi) evaluating the performance of the company's executive officers and (vii) monitoring the company's employee benefit plans. the compensation committee has a written charter which was filed as an exhibit to the company's 2009 definitive proxy statement. the compensation committee reviews and, as appropriate, recommends to the board of directors proposed changes to its charter in february of each year. the charter was last amended in february 2009. the members of the compensation committee are messrs. jordan ( COTB ), erickson, grunewald, musick and piper. to serve on the compensation committee, each member must be considered independent, as defined under the applicable rules of the nasdaq stock market and the securities exchange act of 1934, and must qualify as an outside director, as defined under the internal revenue code. each member of the compensation committee satisfies these requirements. the compensation committee held four meetings in 2009. in october of 2009, the company's human resources department prepared an executive compensation report that presented competitive compensation information for the company's executive officers. this report was taken into account by our CEO when making recommendations for executive compensation to the compensation committee. in addition, this report was taken into account by the compensation committee when setting the compensation for our CEO . the compensation committee has the authority to hire experts in the field of executive compensation, including the authority to approve the expert's fees and terms of retention, to assist it in the performance of its duties. in the past, management has engaged watson wyatt & company, an independent compensation consultant, to review, validate, and suggest recommendations for improvements to the methodologies used by the human resources department in preparing its annual executive compensation report. however, neither the committee nor management retained a compensation consultant in 2009 because the company made no changes to its overall executive compensation structure during the year. additional information regarding the compensation committee processes and procedures relating to the consideration and determination of executive compensation policies and decisions is included in the executive compensation compensation discussion and analysis section of this proxy statement. on a periodic basis, the compensation committee requests that the company's human resources department prepare a non-employee director compensation report that presents competitive compensation information for the company's non-employee directors. the non-employee director compensation report examines the total compensation package, including cash and equity compensation components, for the company's non-employee directors. the report also provides summaries of published third-party surveys of non-employee director compensation. in addition, the human resources department compiles non-employee director compensation data for publicly traded companies comparable to the company in terms of industry (education), industry sectors (software and technology), annual revenues and market capitalization. the non-employee director compensation report also addresses best practices and principles established by the national association of corporate directors and the center for board leadership to help define considerations in establishing non-employee director compensation. the non-employee director compensation report is taken into account by our CEO and the full board of directors as a reference of competitive compensation information. at the request of the compensation committee, a non-employee director compensation report was last prepared in february 2010. additional information regarding non-employee director compensation is included in the non-employee director compensation section of this proxy statement. audit committee. the audit committee is a separately designated standing committee of the board which was established in accordance with section 3(a)(58)(a) of the securities exchange act of 1934. the audit committee is responsible for, among other things: (i) appointing or replacing our independent auditors, (ii) reviewing the scope, results and costs of the audit with our independent auditors, (iii) reviewing the performance, qualifications and independence of the independent auditors, (iv) approving all audit and permitted non-audit services to be performed by the independent auditors, (v) reviewing our system of internal controls; (vi) reviewing our protection of assets programs; and (vii) overseeing compliance with our code of business conduct and ethics. the board of directors has delegated primary risk oversight responsibilities to the audit committee. the audit committee regularly receives reports regarding risk analysis and risk management. as part of its risk assessment and risk management responsibilities, the audit committee also reviews the company's protection of assets programs, including insurance, as well as an annual report regarding the company's enterprise risk assessment process prepared by management. pursuant to the annual enterprise risk assessment process, which was established in 2009, management polled the company's senior vice presidents regarding risks in their specific areas of responsibility as well as company-wide risks, summarized the risks that were identified in the survey and vetted the summary with all senior and executive vice presidents, the president, the chief compliance officer and the CEO . in july 2009, management presented the enterprise risk assessment process as well as the categories of risk identified in the survey to the board of directors to ensure that the board understood the company's risk assessment and risk management process, as well as any risks facing the company. following this meeting, management reviewed the categories of risk facing the company, developed detailed risk factors from the risk categories and assigned an owner to each risk factor. the owner of each risk factor was responsible for meeting with a team to discuss mitigating factors then in place, risk tolerance for the remaining level of risk, the next step and timeline to further mitigate or eliminate the risk altogether. in february 2010, the board received another presentation from management regarding the major findings from the enterprise risk assessment process and the steps taken to reduce risk. the audit committee has a written charter which is attached hereto as ",1
1146,1031028,2011," further, the board of directors believes that mr. hershberg's service as both  cotb  and ceo is in the best interests of the company and its stockholders. mr. hershberg possesses the skills, experience and maturity in the positions, along with in-depth knowledge of the issues, opportunities and challenges facing the company and its businesses, and is thus best positioned to develop agendas that ensure that the board of directors time and attention are focused on the matters that are most critical to the company and its stockholders. the combined role has produced decisive leadership, helps ensure clear accountability and enhances the company's ability to communicate its message and strategy clearly and consistently to the company's stockholders, employees, customers and suppliers, each of which the board of directors believes makes the company more effective. ",1
1147,1031029,2010,"our board of directors has determined that each of dr. zschau, dr. yates, ms. norton and mr. wagner are independent directors under the regulations of the new york stock exchange (the nyse ). none of these directors or nominees has any relationship or has been party to any transactions that the board believes could impair the independent judgment of these directors or nominees in considering matters relating to us. dr. zschau has served as our non-executive  cotb  since may 2006. we have maintained a leadership structure since that time with the non-executive  cotb  separate from the  ceo , although the board has no formal policy with respect to the separation of such offices. the independent directors meet regularly without management present, and dr. zschau, our  cotb , presides at these meetings. our board of directors believes that the decision as to who should serve as  cotb  and/or ceo and whether the offices should be combined or separated is the proper responsibility of the board. the board members have considerable experience and knowledge about the challenges and opportunities the company faces. the board, therefore, is in the best position to evaluate the company's current and future needs and to judge how the capabilities of the company's directors and senior management from time to time can be most effectively organized to meet those needs. the board believes that the separate offices of the  cotb  and ceo currently functions well and is the optimal leadership structure for our company. while the board may combine these offices in the future if it considers such a combination to be in the best interest of the company, it currently intends to retain this structure.",0
1148,1031316,2012,"at the present time, our board of directors has chosen to combine the  cotb  and ceo positions and has not appointed a separate lead director. our board of directors believes that george j. carter is best suited to serve in both positions because he is most familiar with franklin street properties business and industry and is most capable of effectively identifying strategic priorities and leading the discussion and execution of strategy. mr. carter has served as ceo and  cotb  since he founded franklin street properties, originally franklin street properties limited partnership. our board of directors believes that independent directors and management have different perspectives and roles in our strategy development. our independent directors bring experience, oversight and expertise from outside franklin street properties and its industry, while the ceo brings company-specific experience and expertise. our board of directors believes that, at the present time, the combined role of  cotb  and ceo is in the best interest of franklin street properties and our stockholders and is consistent with good corporate governance. the combined role promotes strategy development and execution and facilitates information flow between management and the board of directors, which are essential to effective governance.",1
1149,1032033,2012,"the board has been led by an independent  cotb , anthony terracciano, since the beginning of 2008. the board currently believes that the company is best served by separating the role of chairman and ceo. the independent chairman serves as the principal representative of the board, presiding over meetings of the board and shareholders. the board's governance guidelines provide for a lead independent director, who is also independent. the position of lead independent director is currently held by mr. schoellkopf. albert lord, vice chairman and ceo, is the only member of management who is also a member of the board. the board believes the current structure is the best structure for the company in the current circumstances.",0
1150,1032067,2010,"the company separates the roles of ceo and  cotb  in recognition of the differences between the two roles. the ceo is responsible for the general management, oversight, supervision and control of the business and affairs of the company, and ensuring that all orders and resolutions of the board are carried into effect. the  cotb , on the other hand, is charged with presiding over all meetings of the board and the company's stockholders, and providing advice and counsel to the ceo and the company's other officers regarding the company's business and operations. by separating the roles of ceo and  cotb , the ceo is able to focus his time and energy on managing the company's daily operations. further, the ceo and the  cotb  have an excellent working relationship. with over 15 years of experience with meade, our  cotb  is well positioned to provide our ceo with guidance, advice and counsel regarding the company's business, operations and strategy. we believe that our separate  ceo / cotb  structure is the most appropriate and effective leadership structure for the company and its stockholders. ",0
1151,1032220,2012," the board of directors reviews and evaluates transactions involving the company and related persons, including its officers, directors and principal shareholders in accordance with the requirements of the new york stock exchange. james r. thompson, jr., who has served as one of our directors since march 2001, is a partner at the law firm of winston & strawn in chicago. winston & strawn has provided certain specialized legal services to maximus from may 2000 to the present as described in 'corporate governance and the board of directors corporate governance guidelines.' as discussed, the board of directors has reviewed the company's relationship with winston & strawn and has determined that it serves the best interests of the company and its shareholders. maximus has maintained separate ceo and  cotb  positions since before the company's initial public offering in 1997. richard a. montoni currently serves as  ceo , and peter b. pond currently serves as  cotb . the company believes that the separation of those roles is a good corporate governance practice that promotes board and director independence from the management team. ",0
1152,1032761,2011,"mr. gupta has served as ceo and  cotb  since december 1997. dr. rieman served as our lead independent director from april 2004 until january 2011. in january 2011, mr. gyani was named as our lead independent director. the board believes that this role should be rotated periodically. based on our most recent review of our board leadership structure, the board has determined that this leadership structure is optimal for the company because it provides our company with strong and consistent leadership. given the current market environment, the board believes that having one leader serving as both the  cotb  and ceo provides both decisive and effective leadership. in considering its leadership structure, the board has taken a number of factors into account. the board which consists of a substantial majority of independent directors who are highly qualified and experienced exercises a strong, independent oversight function. this oversight function is enhanced by the fact that all of the board's committees are comprised entirely of independent directors. further, as specified in our corporate governance guidelines (and as discussed in greater detail below), the board has designated one of its independent members as lead independent director, with significant responsibilities. a number of board and committee processes and procedures, including regular executive sessions of the independent, non-management directors, periodic executive sessions with members of our independent registered public accounting firm, and annual evaluations of our  cotb  and  ceo 's performance against pre-determined goals, provide substantial independent oversight of our  ceo 's performance. finally, under the company's bylaws and corporate governance guidelines, the board has the ability to change its structure, should that be deemed appropriate and in the best interest of keynote and its stockholders. the board believes that these factors provide the appropriate balance between the authority of those who oversee the company and those who manage it on a most significantly, our position of lead independent director comes with a clear mandate and significant authority. while the lead independent director is elected annually, it is generally expected that he or she will serve for more than one year to provide consistency and continuity, with the position rotating periodically. dr. rieman has been our lead independent director since 2004, and in january 2011, mr. gyani became our lead independent director. the authority and the responsibilities of the lead independent director are detailed in the corporate governance guidelines under which the lead independent director has the following specific responsibilities, among others: coordinating the activities of the independent directors, including scheduling and establishing agendas for meetings of the independent directors; serving as a liaison between the ceo and the independent directors; and presiding over meetings at which the  cotb  is not present, including executive sessions of the independent directors.",1
1153,1033012,2010,"our board of directors believes that our ceo is best situated to serve as our  cotb , because he is the director most familiar with our business and industry, and most capable of effectively identifying strategic priorities and leading the discussion and execution of strategy. independent directors and management have different perspectives and roles in strategy development. our independent directors bring experience, oversight and expertise from outside the industry, while the ceo brings company-specific experience and expertise. our board of directors believes that the combined role of  cotb  and ceo promotes strategy development and execution, and facilitates information flow between management and our board of directors, which are essential to effective governance. one of the key responsibilities of our board of directors is to develop strategic direction and hold management accountable for the execution of strategy once it is developed. our board of directors believes the combined role of  cotb  and  ceo , together with our independent directors, is in the best interest of stockholders because it provides the appropriate balance between strategy development and independent oversight of management.",1
1154,1035002,2011,"leadership structure of the board as prescribed by our bylaws, the chairman of the board has the power to preside at all meetings of the board. william r. klesse, our chief executive officer and president, serves as the chairman of our board of directors. for most of valero's history, the same individual has served as both chairman of the board and chief executive officer. although the board believes that the combination of the chairman and chief executive officer roles is appropriate in the current circumstances, valero's corporate governance guidelines do not establish this approach as a policy, and in fact, the chairman and chief executive officer roles were separate from 2005-2007. the chief executive officer is appointed by the board to manage valero's daily affairs and operations. we believe that mr. klesse's extensive industry experience and direct involvement in valero's operations make him best suited to serve as chairman in order to: lead the board in productive, strategic planning, determine necessary and appropriate agenda items for meetings of the board with input from the lead director and board committee chairpersons, and determine and manage the amount of time and information devoted to discussion and analysis of agenda items and other matters that may come before the board. our board structure also fosters strong oversight by independent directors. mr. klesse is the only member of management (past or present) who serves on the board, and all of our other directors are fully independent. each of the board's committees (except for the executive committee, which meets infrequently) is chaired by an independent director. lead director and meetings of non-management directors our board appoints a lead director, whose responsibilities include leading the meetings of the non-management members of our board outside the presence of management. our board regularly meets in executive session outside the presence of management, generally at each board meeting. following the recommendation of the nominating/governance committee, the board designated robert a. profusek to serve as the lead director during 2011. he also served as lead director during 2010. the lead director, working with committee chairpersons, sets the agenda and leads the discussion of regular meetings of the board outside the presence of management, provides feedback regarding these meetings to the chairman, and otherwise serves as liaison between the independent directors and the chairman. if necessary, the lead director is also responsible for receiving, reviewing, and acting upon communications from stockholders or other interested parties when those interests should be addressed by a person independent of management. the board believes that this approach appropriately and effectively complements valero's combined chief executive officer/chairman structure. ",1
1155,1035092,2010,"in addition to bringing extensive knowledge of the communities served by the company through their involvement with their communities, as business partners and volunteers, the nominating committee believes that all director nominees and continuing directors possesses a diverse balance of skills, business experience and expertise necessary to provide leadership to the company. the following discussion sets forth the specific experience, qualifications, other attributes and skills of each director nominee and continuing director that led the nominating committee to determine that such person should serve on the board of directors. the position of cotb and the position of president and CEO are not held by the same person. the board's philosophy is and has been to fill the position of cotb with an independent director. the foregoing structure is not mandated by any provision of law or of the company's charter or amended and restated by-laws, as amended (the by-laws ), but the board of directors believes this structure provides for the best balance of authority between management and the board. the duties of the cotb include: (i) acting as a liaison and channel for communication between the independent directors and the president and CEO ; (ii) providing leadership to ensure the board works cohesively and independently and during times of crisis; (iii) advising the CEO as to the quality, quantity and timeliness of information from executive management to the independent directors; (iv) being available to consult with the president and CEO and other directors on corporate governance practices and policies; (v) coordinating the assessment of board committee structure, organization and charters page 6 and evaluating the need for change, as well as committee membership; (vi) together with the chairperson of the nominating committee, interviewing all board candidates and making recommendations concerning such candidates; (vii) coordinating, developing the agenda and leading executive sessions of the independent directors and communicating the results thereof to the president and CEO ; (viii) ensuring appropriate segregation of duties between board members and management; (ix) suggesting agenda items for board meetings; and (x) together with the chairperson of the compensation committee, communicating the board's evaluation of the performance of the president and CEO . the board of directors of the company is actively involved in the company's risk oversight activities through the work of the various board committees and through the work of the boards of directors and committees of the company's subsidiaries, a number of which have company directors as members. in addition to meeting in committee, the independent directors of the company meet in executive session after each regular board meeting to allow for open discussion without management of the company being present. the nominating committee, which is also charged with responsibility for corporate governance, performs an annual assessment of the effectiveness of the board and various committees in carrying out their duties. in addition to the foregoing, t he company has adopted a code of ethics that applies to all of its directors, officers, and employees, including its principal executive officer, principal financial officer, principal accounting officer, or controller, and persons performing similar functions.",1
1156,1035201,2010,"leadership structure the role of cotb of the board and the role of CEO (ceo) are separate pursuant to the corporate governance guidelines. the corporate governance guidelines also provide for an independent lead director to further strengthen the governance structure. mr. douglas a. brown currently serves as lead director. the lead director presides over executive sessions of the non-management and independent directors and has the authority to call executive sessions. the board believes that this leadership structure fosters clear accountability, effective decision making and helps to ensure proper risk oversight for the group. ",1
1157,1035267,2013,"mr. smith is the  cotb  of our board of directors and dr. guthart is our president and  ceo . dr. guthart is also a member of the board of directors. our board of directors has determined that the separation of the roles of  cotb  and ceo is appropriate at this time as it allows our ceo to focus primarily on management and strategy responsibilities, while allowing our  cotb  to focus on leadership of the board, providing feedback and advice to the ceo and providing a channel of communication between the board members and the  ceo . the  cotb  presides over all board meetings and works with the ceo to develop agendas for board meetings. the  cotb  advises the ceo and other members of senior management on business strategy and leadership development. he also works with the board to drive decisions about particular strategies and policies and, in concert with the independent board committees, facilitates a performance evaluation process of the board. we do not have a lead independent director. our board believes that the current board leadership structure is best for the company and its stockholders at this time. . in december 2008, the board of directors approved and adopted the company's severance plan (the change in control plan ). the board believes the adoption of the change in control plan is beneficial to our stockholders because it minimizes the uncertainty presented to our valuable workforce in the case of a change in control. under this plan, all eligible employees of the company who have been employed at least six months prior to the separation from service date, including executive officers, are entitled to the following severance benefits in the event of a termination of employment without cause or an involuntary separation from service within twelve months after a change in control of the company: ",0
1158,1035884,2010," these roles has primary responsibility for managing the company's business, under the oversight and subject to the review of the board of directors. the board of directors believes that this approach makes sense because the ceo is the individual with the primary responsibility for implementing the company's strategic plans and directing the work of other officers. this structure results in a single leader being directly accountable to the board of directors and, through the board, to stockholders, and enables the ceo to act as the key link between the board and other members of management. mr. drendel has served as the ceo and  cotb  of the company since the spin-off, served as president and  cotb  of commscope nc from 1986 to 1997, and has served as ceo of commscope nc since 1976. because of this long and successful tenure with the company and the company's predecessors, the board believes that mr. drendel is best suited to guide the board in addressing the unique challenges that the company faces in the current business environment. the board of directors believes that a single leader serving as the  cotb  and the  ceo , together with non-management directors meeting in executive session without management participation, is the most appropriate leadership structure for the board of directors at this time. the board does not believe that appointing an independent board  cotb , or a lead director, would improve the performance of the board. furthermore, the board is concerned that appointing such a leader of the independent directors might create confusion about the leadership of our  cotb  and ceo in the eyes of our customers, business partners and investors. however, the company's corporate governance guidelines permit the roles of  cotb  and ceo to be filled by the same or different individuals, which provides the board of directors the flexibility to determine whether the two roles should be separated in the future based upon the company's needs and the board's assessment of the company's leadership from time to time. the company's board of directors is divided into three classes, class i, class ii and class iii, with members of each class holding office for staggered three-year terms and until their successors have been duly elected and qualified. the board believes that the staggered election of directors provides continuity and stability in the management of the company. the classified board ensures that a majority of the directors at any given time will have prior experience with the company, which the board believes provides the board with beneficial knowledge of the company's operations and strategies and places the board in the best position to make sound decisions for the company and its stockholders. ",1
1159,1036070,2011,"the board of directors oversees the business affairs and strategic direction of stellarone corporation and stellarone bank (subsidiary bank). the board believes that strong corporate governance practices are a critical element of doing business, and remains committed to setting a tone of the highest ethical standards and performance.the positions of  cotb  and president and ceo of stellarone are held by separate persons due to the distinct and time-consuming natures of these roles. the principal role of the president and ceo is to manage the business of the company in a safe, sound, and profitable manner. the role of the board, including its  cotb , is to provide independent oversight of the president and  ceo , to oversee the business and affairs of the company for the benefit of its shareholders, and to balance the interests of stellarone's diverse constituencies including shareholders, customers, employees, and communities. ",0
1160,1036960,2012,"the board of directors believes that our stockholders will benefit from having disputes of this nature litigated in the chancery court. although some plaintiffs may find it more convenient to litigate matters in a forum outside of delaware, the board believes that the proposed provision provides substantial benefits to the company and to the vast majority of its stockholders who appreciate the certainty and predictability of litigating in delaware. the chancery court is a specialist in dealing with difficult matters of corporate law and possesses streamlined procedures and processes that may help to resolve matters on a relatively expedited basis. additionally, the delaware courts have developed a substantial and influential body of case law interpreting delaware's corporate law. there is also a great deal of long-standing precedent regarding corporate governance matters. these considerations will provide stockholders and the company with more certainty with regard to the outcome of intra-corporate disputes. mr. thompson, our president and ceo , has served as  cotb  since may 2008. when mr. thompson was elected  cotb , the board also elected mr. shelly as its lead independent director. as stated in our corporate governance guidelines, the board of directors believes it is in the best interests of the company and its stockholders that the board make its own determinations, based on all of the then-current facts and circumstances, regarding whether to separate the roles of  cotb  and ceo and whether the  cotb , if not the ceo , should be an independent director. the board believes the current leadership structure is appropriate given the company's and the board's current needs. more specifically, after carefully considering the issues involved, the board of directors concluded that the company and the board are best served by a single individual who leads the board, management and our company as a unified whole. at the same time, the board believes that the current board of directors should have a lead independent director empowered with a well-defined role and responsibilities. in its discussions on the question of whether to separate the roles of ceo and  cotb , the board concluded that the responsibilities of a lead independent director or an independent  cotb  would be very similar. in each case, the board believes the independent director serving in the role should, among other duties and responsibilities: ",1
1161,1037016,2011,"the positions of  cotb , which is currently a non-independent executive position, and principal executive officer of the company are currently held by two individuals. we believe that this allocation of roles strengthens our governance structure. our current  cotb , steven shindler, is a past principal executive officer of nii holdings. in addition, our board of directors has adopted a policy that establishes the role of lead director, and this policy has been incorporated into our corporate governance guidelines. the lead director is required to be independent as defined by nasdaq listing standards. the policy provides that the lead independent director will be selected annually by all of the non-management directors. currently, the lead independent director selected by the non-management members of the board is carolyn katz. the responsibilities of the lead independent director are to promote strong, independent oversight of our management and affairs. as part of these responsibilities, the duties of the lead independent director include: participating in the development and approval of the agenda for meetings of the board of directors and the schedule and timing of such meetings; assuring the adequacy of the quality, quantity and timeliness of information provided to non-management directors; convening meetings of non-management directors as necessary and appropriate; presiding at meetings of the board of directors at which the  cotb  is not present; recommending to the  cotb  the retention of advisors and consultants who report to the board of directors; serving as principal liaison between the non-management directors and the  cotb ; assisting with the development, implementation and compliance with corporate governance policies and practices; and recommending the membership of committees of the board and committee  cotb . separate positions for  cotb  and principal executive officer, coupled with a lead director that is independent, provide an efficient and effective leadership model, fostering clear accountability, differing perspectives and effective decision-making. in addition, the structure ensures a strong role for the independent directors in the oversight of the company and in establishing priorities and procedures for the work of the board.",0
1162,1037038,2010,"mr. ralph lauren has been the chairman of the board and chief executive officer (ceo) of the company for over 43 years. mr. lauren is not only the chairman and ceo of the company but is also the founder, creator and name which is inextricably linked to the company's various brands. his aesthetic vision and direction are unique and integral components of the company's success. mr. lauren's career has resulted in numerous tributes for his contributions to the fashion industry, including the council of fashion designers of america's four highest honors- the lifetime achievement award, the womenswear designer of the year award, the menswear designer of the year award and the retailer of the year award. in addition, mr. lauren and entities controlled by the lauren family own approximately 83% of the voting power of the company's outstanding common stock. given the unparalleled mark that mr. lauren has on the company, the board believes that it is appropriate and in the best interest of the company's stockholders for mr. lauren to serve as both chairman and ceo. the board also believes that the current combination of the chairman and ceo roles fosters effective decision- making and alignment on corporate strategy. the combined role of chairman and ceo enables decisive leadership and enhances the company's ability to communicate its vision and strategy clearly and consistently to stockholders, employees and customers in the fashion and retail industry. unified leadership for the board and the company best allows for focus on the oversight and implementation of the company's strategic initiatives and business plan.",1
1163,1037390,2011,"separate individuals hold the positions of  cotb  and  ceo , and the  cotb  is not an employee. the board has been led by a non-executive  cotb  since 1997. the  cotb  is responsible for overseeing the board's activities, in consultation with the  ceo , as appropriate. griffin's current leadership structure permits the ceo to focus his attention on running the company and permits the  cotb  to run the board. the board believes this leadership structure is appropriate for griffin's current circumstances given the  cotb 's long involvement with and deep knowledge of griffin, which enhances the board's oversight of and independence from management.",0
1164,1037540,2011,"currently, mr. zuckerman serves as the chairman of the board of directors and chief executive officer of boston properties, and we do not have a lead independent director. mr. zuckerman co-founded boston properties in 1970 and has served as the chairman of the board since our initial public offering in june 1997. from june 1997 through january 2010, edward h. linde, a co-founder of boston properties, served as chief executive officer. following the passing of mr. e. linde on january 10, 2010, mr. zuckerman assumed the duties of chief executive officer. our board of directors does not believe that the roles of chairman and chief executive officer must be combined, as evidenced by mr. e. linde's previous service as chief executive officer, and may in the future separate these roles. however, at this time, the board of directors believes that boston properties and our stockholders are best served by having mr. zuckerman serve as chairman and chief executive officer. mr. zuckerman's 40 years of experience leading boston properties and significant ownership interest in boston properties uniquely qualify him to serve as both chairman and chief executive officer. in addition, our board of directors believes that mr. zuckerman's combined role as an executive officer and the chairman of our board of directors promotes unified leadership and direction for our board of directors and executive management, and it allows for a single, clear focus for the chain of command to execute our strategic initiatives and business plans. boston properties does not have a lead independent director. our board of directors encourages strong communication among all of our independent directors and the chairman and believes that it is currently best served without designating a single lead independent director. our board of directors believes that it is able to effectively provide independent oversight of boston properties business and affairs, including risks facing boston properties, without an independent chairman or a lead independent director through the composition of our board of directors, the strong leadership of the independent directors and the independent committees of our board of directors, and the other corporate governance structures and processes already in place. nine of the eleven current members of our board of directors are non-management directors, and eight of these directors are independent under the new york stock exchange corporate governance rules, or the nyse rules. all of our directors are free to suggest the inclusion of items on the agenda for meetings of our board of directors or raise subjects that are not on the agenda for that meeting. in addition, our board of directors and each committee have complete and open access to any member of management and the authority to retain independent legal, financial and other advisors as they deem appropriate without consulting or obtaining the approval of any member of management. our board of directors also holds regularly scheduled executive sessions of only non-management directors in order to promote discussion among the non-management directors and assure independent oversight of management. moreover, our audit committee, compensation committee and nominating and corporate governance committee, all of which are comprised entirely of independent directors, also perform oversight functions independent of management. in addition, in determining the appropriate leadership structure of our board of directors, our board of directors considered the results of the vote on the stockholder proposal submitted to our stockholders at last year's annual meeting of stockholders regarding the adoption of a policy requiring the chairman of the board of directors to be an independent director who has not previously served as an executive officer of boston properties. our stockholders considered and rejected this proposal at the 2009 annual meeting of stockholders, with approximately 57% of the votes cast against the proposal. ",1
1165,1037540,2011,"currently, mr. zuckerman serves as the chairman of the board of directors and chief executive officer of boston properties, and we do not have a lead independent director. mr. zuckerman co-founded boston properties in 1970 and has served as the chairman of the board since our initial public offering in june 1997. from june 1997 through january 2010, edward h. linde, a co-founder of boston properties, served as chief executive officer. following the passing of mr. e. linde on january 10, 2010, mr. zuckerman assumed the duties of chief executive officer. our board of directors does not believe that the roles of chairman and chief executive officer must be combined, as evidenced by mr. e. linde's previous service as chief executive officer, and may in the future separate these roles. however, at this time, our board of directors believes that boston properties and our stockholders are best served by having mr. zuckerman serve as chairman and chief executive officer. mr. zuckerman's 41 years of experience leading boston properties and significant ownership interest in boston properties uniquely qualify him to serve as both chairman and chief executive officer. in addition, our board of directors believes that mr. zuckerman's combined role as an executive officer and the chairman of our board of directors promotes unified leadership and direction for our board of directors and executive management, and it allows for a single, clear focus for the chain of command to execute our strategic initiatives and business plans. boston properties does not have a lead independent director. our board of directors encourages strong communication among all of our independent directors and the chairman and believes that it is currently best served without designating a single lead independent director. our board of directors believes that it is able to effectively provide independent oversight of boston properties business and affairs, including risks facing boston properties, without an independent chairman or a lead independent director through the composition of our board of directors, the strong leadership of the independent directors and the independent committees of our board of directors, and the other corporate governance structures and processes already in place. eight of the ten current members of our board of directors are non-management directors, and seven of these directors are independent under the new york stock exchange corporate governance rules, or the nyse rules. all of our directors are free to suggest the inclusion of items on the agenda for meetings of our board of directors or raise subjects that are not on the agenda for that meeting. in addition, our board of directors and each committee have complete and open access to any member of management and the authority to retain independent legal, financial and other advisors as they deem appropriate without consulting or obtaining the approval of any member of management. our board of directors also holds regularly scheduled executive sessions of only non-management directors in order to promote discussion among the non-management directors and assure independent oversight of management. moreover, our audit committee, compensation committee and nominating and corporate governance committee, all of which are comprised entirely of independent directors, also perform oversight functions independent of management. in addition, in determining the appropriate leadership structure of our board of directors, our board of directors considered the results of the vote on the stockholder proposal submitted to our stockholders at last year's annual meeting of stockholders regarding the adoption of a policy requiring the chairman of the board of directors to be an independent director who has not previously served as an executive officer of boston properties. our stockholders considered and rejected this proposal at the 2010 annual meeting of stockholders, with approximately 60% of the votes cast against the proposal. ",1
1166,1037540,2012,"currently, mr. zuckerman serves as the chairman of the board of directors and chief executive officer of boston properties, and we do not have a lead independent director. mr. zuckerman co-founded boston properties in 1970 and has served as the chairman of the board since our initial public offering in june 1997. from june 1997 through january 2010, edward h. linde, a co-founder of boston properties, served as chief executive officer. following the passing of mr. e. linde on january 10, 2010, mr. zuckerman assumed the duties of chief executive officer. in this regard, the board of directors and its committees have been and continue to be engaged in succession planning, and may in the future separate the roles of chairman and chief executive officer. however, at this time, our board of directors believes that boston properties and our stockholders are best served by having mr. zuckerman serve as chairman and chief executive officer. mr. zuckerman's 42 years of experience leading boston properties and significant ownership interest in boston properties uniquely qualify him to serve as both chairman and chief executive officer. in addition, our board of directors believes that mr. zuckerman's combined role as an executive officer and the chairman of our board of directors promotes unified leadership and direction for our board of directors and executive management, and it allows for a single, clear focus for the chain of command to execute our strategic initiatives and business plans. ",1
1167,1037646,2010,"in accordance with the company's by-laws, the board of directors consists of between five and ten directors, with the exact number currently fixed at nine, including a  cotb , the ceo and seven independent, outside directors. each director holds a one-year term until the next annual meeting of shareholders. the board has three committees: (i) the audit committee; (ii) the compensation committee; and (iii) the nominating and corporate governance committee. the primary tasks of the board include the oversight of the company's strategy and governance matters, review of the company's financial matters, and evaluation of how the company executes against objectives. management's tasks include setting strategy and running the company's operations. the company believes having a separate ceo and  cotb  allows the  cotb  to function as an important liaison between management and the board, helping ensure that the board fulfils its oversight responsibilities. to ensure the board has sufficient independence from management, the board has also established a lead independent director (the presiding director), who oversees executive sessions of the non-management directors and all meetings of directors at which the  cotb  is not present. the presiding director also coordinates with the nominating and corporate governance committee relating to director nominations as described in the nominating and corporate governance committee report below. mr. salice is currently serving as the presiding director. the board of directors has three committees: the audit committee, the compensation committee and the nominating and corporate governance committee. each committee has the authority to engage advisors or consultants as it deems appropriate to carry out its responsibilities. the membership and meetings of the committees are described in the following table.",0
1168,1037868,2014,"we currently utilize the traditional u.s. board leadership structure, under which our ceo also serves as  cotb . we believe that this leadership structure is in the best interests of our company. the ceo serves as a bridge between management and the board, ensuring that both groups act with a common purpose. having one person serve as both ceo and  cotb  provides clear leadership for our company, with a single person setting the tone and having primary responsibility for managing our operations. splitting the role of ceo and  cotb  would create the potential for confusion or duplication of efforts, and would weaken our company's ability to develop and implement strategy. in contrast, we believe that our company's current leadership structure with the combined  cotb / ceo  leadership role enhances the  cotb / ceo  's ability to provide insight and direction on important strategic initiatives to both management and the independent directors. in addition, our board and committee composition ensures independence and protects against too much power being placed with the  cotb  and ceo . currently, all of our directors (other than mr. hermance) and each member of the audit, corporate governance/nominating and compensation committees meet the independence requirements of the new york stock exchange and our corporate governance guidelines categorical standards for determining director independence. pursuant to our corporate governance guidelines, each independent director has the ability to raise questions directly with management and request that topics be placed on the board agenda for discussion. currently, independent directors directly oversee such critical matters as the integrity of the company's financial statements, the compensation of executive management, the selection and evaluation of directors and the development and implementation of the company's corporate governance policies and structures. further, the compensation committee conducts an annual performance review of the  cotb  and ceo and, based upon this review, approves the ceo 's annual compensation, including salary, bonus, incentive and equity compensation. we do not have a designated lead independent director. it is our policy that independent directors meet in executive session at least once a year outside of the presence of any management directors or any other members of our management. the presiding director at the executive sessions rotates among the chairpersons of the corporate governance/nominating committee, the compensation committee and the audit committee. this policy provides for leadership at all meetings or executive sessions without making it necessary to designate a lead director who would be required to expend substantial extra time in order to perform these same duties.",1
1169,1038133,2010,"our board is divided into three classes serving staggered three-year terms. our board has three standing committees, each of which is chaired by an independent director: (1) audit (the audit committee ), (2) compensation (the compensation committee ) and (3) corporate governance (the corporate governance committee ). the membership during 2009 and the function of each committee are described below. our board held five meetings during 2009. our board currently has six directors: robert b. grieve, ph.d., cotb , william a. aylesworth, peter eio, g. irwin gordon, louise l. mccormick and john f. sasen, sr. all of our directors in 2009 attended our last annual meeting of stockholders and at least 75% of all board and applicable committee meetings. since may 2000, dr. grieve has served as both our cotb and CEO and we believe the company has benefited from the efficiencies inherent in combining these roles during this time period. beginning at our 2010 annual meeting, mr. aylesworth is to assume the role of lead director and as such is expected to chair sessions involving only the independent directors. we believe appointing a lead director will simplify communications between management and the independent directors, enhance our board's operations, in particular in situations where it is appropriate for the independent directors to act without management involvement, and increase the credibility of the company's independent director oversight function.",0
1170,1038357,2011,"mr. sheffield was first elected chief executive officer of the company in august 1997 and chairman of the board of directors of the company in august 1999, and has been re- elected to those positions each year since 1999. mr. sheffield also served as the chairman of the board and chief executive officer of parker & parsley, a predecessor of the company, from october 1990 until the formation of the company in august 1997. the board believes the combined role of chairman and ceo promotes unified leadership and direction for the company, which allows for a single, clear focus for management to execute the company's strategy and business plans. as ceo, the chairman is best suited to ensure that critical business issues are brought before the board, which enhances the board's ability to develop and implement business strategies. to ensure a strong and independent board, all directors of the company, other than mr. sheffield, are independent. in addition, the company's corporate governance guidelines provide that if the chairman is also the chief executive officer, the board will designate one of its members as the lead director to serve as the chair of the nominating and corporate governance committee and to provide, in conjunction with the chairman and ceo, leadership and guidance to the board. mr. ramsey has served as lead director of the board since november 2002. in this capacity, mr. ramsey provides, in conjunction with the chairman, leadership and guidance to the board of directors. he also (i) serves as  cotb  of the executive sessions of the independent directors; (ii) in consultation with the chairman and secretary, establishes the agenda for each meeting of the board, taking into account suggestions of other directors; and (iii) serves as the board's contact for direct employee and stockholder communications with the board of directors. in addition, all directors are encouraged to suggest the inclusion of agenda items or revisions to meeting materials, and any director is free to raise at any board meeting items that are not on the agenda for that meeting. all of these principles are set forth in the company's corporate governance guidelines. additionally, the board regularly meets in executive session without the presence of the ceo or other members of management. the lead director presides at these meetings and provides the board's guidance and feedback to the chairman and the company's management team. further, the board has complete access to the company's management team. given the strong leadership of the company's chairman and ceo, the effective counterbalancing role of the lead director and a board comprised of strong and independent directors, the board believes that, at the present time, the combined role of chairman and ceo best serves the interests of the company and its stockholders.",1
1171,1038357,2012,"mr. sheffield was first elected ceo of the company in august 1997 and  cotb  of the company in august 1999, and has been re-elected to those positions each year since 1999. mr. sheffield also served as the  cotb  and ceo of parker & parsley, a predecessor of the company, from october 1990 until the formation of the company in august 1997. the board believes that at present the combined role of  cotb  and ceo promotes unified leadership and direction for the company, which allows for a single, clear focus for management to execute the company's strategy and business plans. as ceo , mr. sheffield is best suited to ensure that critical business issues are brought before the board, which enhances the board's ability to develop and implement business strategies. to ensure a strong and independent board, all directors of the company, other than mr. sheffield, are 'independent' as described in more detail below. in addition, the company's corporate governance guidelines provide that if the  cotb  is also the  ceo , the board will designate one of its members as the lead director to serve as the chair of the nominating and corporate governance committee and to provide, in conjunction with the  cotb  and ceo , leadership and guidance to the board. mr. ramsey has served as lead director of the board since november 2002. in this capacity, mr. ramsey provides, in conjunction with the  cotb , leadership and guidance to the board of directors. he also (i) presides at the executive sessions of the independent directors, and has the authority to call such executive sessions; (ii) in consultation with the  cotb  and secretary, establishes the agenda and meeting schedules for each meeting of the board, taking into account suggestions of other directors; (iii) coordinates the nature, quality, quantity and timeliness of information sent to the board in advance of meetings; and (iv) serves as the board's contact for direct employee and stockholder communications with the board of directors. in addition, all directors are encouraged to suggest the inclusion of agenda items meeting materials, and any director is free to raise at any board meeting items that are not on the agenda for that meeting. all of these principles are set forth in the company's corporate governance guidelines. the board regularly meets in executive session without the presence of the ceo or other members of management. the lead director presides at these meetings and provides the board's guidance and feedback to the  cotb  and the company's management team. further, the board has complete access to the company's management team. given the strong leadership of the company's  cotb  and ceo , the effective counterbalancing role of the lead director and a board comprised of strong and independent directors, the board believes that, at the present time, the combined role of  cotb  and ceo best serves the interests of the company and its stockholders.",1
1172,1039065,2011," the  cotb  is the company's  ceo . the company believes that currently combining the positions of ceo and  cotb  serves as an effective link between management's role of identifying, assessing and managing risks and the board of directors' role of risk oversight. mr. chopra possesses in-depth knowledge of the issues, opportunities and challenges the company faces and is thus well positioned to develop agendas and highlight issues that ensure that the board of directors' time and attention are focused on the most critical matters. in addition, the board of directors has determined that this leadership structure is optimal because it believes that having one leader serving as both the  cotb  and ceo provides decisive, consistent and effective leadership, as well as clear accountability. having one person serve as  cotb  and ceo also enhances the company's ability to communicate its message and strategy clearly and consistently to its stockholders, employees, and other companies with which it does business. although the company believes that the combination of the  cotb  and ceo roles is appropriate under current circumstances, it will continue to review this issue periodically to determine whether, based on the relevant facts and circumstances, separation of these offices would serve the company's best interests and the best interests of its stockholders. the company does not have a lead independent director. ",1
1173,1039684,2010,"our corporate governance guidelines provide that our board of directors retains the right to exercise its discretion in combining or separating the office of the chairman of the board and chief executive officer and reviews the issue as a part of the board's succession planning process. our board is led by david l. kyle, who is the chairman of the board and our former chief executive officer; william l. ford, who is our lead independent director; and john w. gibson, who is our president and chief executive officer. in addition, each of our audit committee, executive compensation committee and corporate governance committee is led by a chair and vice- chair, each of whom is an independent director. the board believes this leadership structure enables our board to take advantage of the leadership skills of messrs. kyle, ford and gibson and the chairs and vice- chairs of our key board committees. in addition, the board believes that mr. kyle's continuation as chairman of the board provides the board with leadership continuity, and that having a lead independent director and three key committees with independent chairs and vice- chairs provides a structure for strong independent oversight of our management. our corporate governance guidelines provide that the primary functions of the chairman of the board are to provide leadership to the board of directors, play a coordinating role for its activities and facilitate the communication of information from the non- management directors to our chief executive officer. the responsibilities of the chairman of the board include: in consultation with the chief executive officer and the chairs of board standing committees, developing and communicating the agendas for, and scheduling meetings of, the board and its committees; while recognizing that management is responsible for the preparation of materials for the board, reviewing and coordinating the dissemination of the materials to assure the quality, amount and timeliness of the information flow between management and the board; and presiding at regular and special meetings of the board, executive sessions of the board's non- management members and meetings of the company's shareholders. our corporate governance guidelines vest the lead director who, under our corporate governance guidelines, is also chair of our corporate governance committee, with various key responsibilities. the lead independent director is to preside during any executive session of our board of directors at which the chairman of the board is not present and during any other meeting of our board at which both the chairman of the board and the chief executive officer are not present. the lead independent director is also to preside over executive sessions of the independent directors. the lead independent director is also responsible for approving schedules and agendas for meetings of the board in order to make an independent determination that there is sufficient time for discussion of all agenda items",0
1174,1039684,2011,"our corporate governance guidelines provide that our board of directors retains the right to exercise its discretion in combining or separating the offices of the chairman of the board and chief executive officer and reviews the issue as a part of the board's continual succession planning process. our board is currently led by david l. kyle, who is the chairman of the board; william l. ford, who is our lead independent director and the independent chairman of the corporate governance committee; and john w. gibson, who is our vice chairman, president and chief executive officer. in addition, each of our audit committee, executive compensation committee and corporate governance committee is led by a chair and vice chair, each of whom is an independent director. mr. kyle has been our chairman of the board since 2000 and served as our chief executive officer from 2000 through 2007. since 2007, mr. gibson has been our president and chief executive officer. in february 2011, mr. kyle announced his intention to not stand for re-election as a director at our 2011 annual meeting of shareholders and to retire from the board and as chairman of the board at that time. at its february 2011 meeting, upon the recommendation of the corporate governance committee, our board elected mr. gibson, effective immediately, as vice chairman of the board and, effective upon mr. kyle's retirement as chairman of the board and a director at the conclusion of our 2011 annual meeting of shareholders, as chairman of the board. the board took this action after careful consideration of the benefits and risks in combining the role of the chairman of the board and the chief executive officer. the board determined that, in addition to his leadership role as our chief executive officer, mr. gibson is the most qualified and appropriate individual to lead our board as its chairman at this time. our board is committed to high standards of corporate governance and believes that there is no one best leadership structure model that is most effective in all circumstances. in particular, the board believes that it is advantageous for the board to have flexibility to select, at any time and on a case-by-case basis, the leadership structure best able to meet our current needs, based on the individuals available and circumstances presented at the time. in its review as to whether to combine the roles of chairman of the board and chief executive officer at this time, our board closely considered our current practices and policies for ensuring significant independent oversight of management. these include the following: (1) mr. gibson is the only member of our board who is also an employee of our company and he is the only member of our board who does not meet the independence criteria set forth in our director independence guidelines and the independence criteria established by the nyse; (2) each director serving on our audit committee, executive compensation committee and corporate governance committee, including their chairs and vice chairs, is independent; (3) our board has an ongoing practice of holding regular executive sessions, without management present, as part of each regularly scheduled board meeting; and (4) our lead independent director will preside over all executive sessions of our board, at which management, including mr. gibson, is not present. in determining that we will be best served by having mr. gibson serve as chief executive officer and chairman of the board, our board also considered the benefits of having the chief executive officer serve as a bridge between management and our board, ensuring that both groups act with a common purpose. in addition, our board considered mr. gibson's knowledge and experience regarding our operations and the industries and markets in which we compete, as well as his ability to promote communication, to synchronize strategic objectives and activities between our board and our senior management, and to provide consistent leadership to both our board and our company as a whole. our board further noted that the combined role of chairman of the board and chief executive officer has the advantage of facilitating centralized leadership in one person so that there is no ambiguity about accountability. the board concluded that, given the strong leadership skills demonstrated by mr. gibson, combining the offices of chairman of the board and chief executive officer provides the most efficient and effective leadership model for our board at this time. the board retains the authority to separate the positions of chairman and chief executive officer in the future if such change is determined to be in the best interests of the company and our shareholders. our corporate governance guidelines vest the lead independent director who, under our corporate governance guidelines, is also chair of our corporate governance committee, with various key responsibilities. the lead independent director presides during any executive session (without management present) of our board of directors at which the chairman of the board is not present, and during any other meeting of our board at which the chairman of the board and chief executive officer are not present. the lead independent director is also responsible for approving schedules and agendas for meetings of the board in order to make an independent determination that there is sufficient time for discussion of all agenda items. ",1
1175,1041061,2011," the company's corporate governance principles provide that the ceo may also serve as chairman of the board, and our ceo, david novak, serves as chairman of the board of the company. the board believes that combining these positions serves the bests interests of the company at this time. the board believes that by serving as both chairman and ceo, mr. novak is positioned to use his in-depth knowledge of our industry, our global business and its challenges as well as our key constituents including employees, franchisees and business partners to provide the board with the leadership needed to set board agendas, strategic focus and direction for the company. mr. novak's combined role as chairman and ceo also ensures that the company presents its message and strategy to shareholders, employees, customers, franchisees and business partners with a unified voice. combining the chairman and ceo roles fosters clear accountability, effective decision-making, and alignment on corporate strategy. the nominating and governance committee reviews the board's leadership structure annually together with an evaluation of the performance and effectiveness of the board of directors. in 2010, the nominating and governance committee concluded that the current leadership structure of the board enables it to fully satisfy its role of independent oversight of management and the company. in making this determination, the nominating and governance committee's review included an assessment of the effectiveness of the roles played by the presiding director and our independent committee chairs, the openness of the communications between the directors and mr. novak, the responsiveness of mr. novak to issues raised by directors, and the overall quality and focus of board meetings. in addition, to assure effective independent oversight, the board has adopted a number of governance practices discussed below. ",1
1176,1041061,2012,"the company's corporate governance principles provide that the ceo may also serve as chairman of the board, and our ceo, david novak, serves as chairman of the board of the company. the board believes that combining these positions serves the best interests of the company at this time. the board believes that by serving as both chairman and ceo, mr. novak is positioned to use his in-depth knowledge of our industry, our global business and its challenges as well as our key constituents including employees, franchisees and business partners to provide the board with the leadership needed to set board agendas, strategic focus and direction for the company. mr. novak's combined role as chairman and ceo also ensures that the company presents its message and strategy to shareholders, employees, customers, franchisees and business partners with a unified voice. combining the chairman and ceo roles fosters clear accountability, effective decision-making, and alignment on corporate strategy. ",1
1177,1042809,2010,"mr. joyce has been a director of a.c. moore since june 2004 and the  cotb  since june 2006. from 1975 through may 2004, mr. joyce was a partner in the public accounting firm of deloitte & touche, llp and served as the new england managing partner from may 1995 until his retirement in may 2004. mr. joyce is a director of each of brandywine realty trust, a new york stock exchange traded real estate investment trust, and allegheny technologies incorporated, a new york stock exchange traded specialty materials producer. he also served as a director of heritage property investment trust, inc., a new york stock exchange traded real estate investment trust, until october 2006, when heritage merged with and into affiliates of centro properties group. the board believes that mr. joyce's qualifications include, among other things, his experience with executive management and oversight as well as expertise in accounting and financial matters. mr. coradino has been a director of a.c. moore since june 2006. mr. coradino is a member of the board of trustees and office of the  cotb  of pennsylvania real estate investment trust (referred to as preit ), a new york stock exchange traded equity real estate investment trust with a primary investment focus on retail enclosed shopping malls and open air shopping centers located in the united states. since june 2004, mr. coradino has been president of preit services, llc and preit-rubin, inc., both management affiliates of preit, and has also served as executive vice president-retail of preit since december 2001. from november 1998 to june 2004, he was executive vice president-retail division and treasurer of preit-rubin, inc. from 1981 to 1998, mr. coradino held various positions with preit, including senior vice president-retail division and treasurer, preit-rubin, inc. mr. coradino is an equity investor of academy asset management llc, a registered investment adviser. he also serves on the boards of chestnut hill college and the ymca of greater philadelphia. the board believes that mr. coradino's qualifications include, among other things, his years of knowledge and experience within the real estate industry, and in particular, the retail sector. mr. rittenhouse has been a director of a.c. moore since february 2007. mr. rittenhouse has a 39-year career in the retail and global supply chain industries. from july 1965 through january 1997, mr. rittenhouse was employed by strawbridge & clothier, inc., a nasdaq traded department and discount store chain, where he held various key officer positions overseeing both operations and finance, including as president of strawbridge & clover, inc. from january 1997 to his retirement in january 2004, he served as president and ceo of the uniform code council, inc., a global organization which sets standards for bar-coding and electronic commerce. since january 2010, he has served as ceo for the ralston center, a not-for-profit organization which develops programs and services that address the medical, mental health and quality of life needs of older adults. he previously served as a consultant for the ralston center since september 2004. mr. rittenhouse is a director of loftware, inc. and starcite, llc, both of which are private software companies. he also served as a director of boardwalk bancorp, inc., a nasdaq traded bank holding company, until january 2008, when boardwalk merged with cape bancorp, inc. the board believes that mr. rittenhouse's qualifications include, among other things, his extensive experience in retail operations and his financial and accounting expertise. ms. schafer has been a director of a.c. moore since september 2005. since september 2007, ms. schafer has served as executive advisor of the global retail practice of sas institute, inc., a provider of business intelligence software and analytics. from october 2003 to september 2007, ms. schafer served as vice president, global retail practice for sas. ms. schafer had served as  cotb , president and ceo of marketmax, inc., a merchandise intelligence software company, from october 1996 to october 2003, when marketmax was acquired by sas. prior to october 1996, ms. schafer held various positions at the procter & gamble company, a new york stock exchange traded provider of consumer products. ms. schafer is currently a director of national retail federation, the retail trade association, tradestone software, inc., a private retail software provider, and geovue, inc., a private business intelligence software provider. from 2005 through 2008, ms. schafer was a director of trans world entertainment corporation, a nasdaq traded retail company, and efashions llc, an internet apparel retailer. the board believes that ms. schafer's qualifications include, among other things, her expertise in retail information systems, e-commerce and digital media. ",0
1178,1042893,2010,"messrs. reimert and walker serve as co-chairmen of our board of directors and co- ceo s of the company. the board of directors believes that mr. reimert's and mr. walker's service in these capacities is in the best interest of the company and its stockholders. messrs. reimert and walker possess detailed and in-depth knowledge of the issues, opportunities and challenges facing the company and its business. in addition, each of mr. reimert and mr. walker's employment agreements with the company provides that they will continue to serve as co-chairmen of the board of directors and co- ceo s of the company during their tenure with the company, and any changes to each of their positions as such may result in that person's ability to terminate his employment with the company for good reason. the combined  cotb  and ceo roles provide the ability to communicate the company's message and strategy clearly and consistently to the company's stockholders, employees, customers and suppliers, particularly during times of turbulent economic and industry conditions. sharing the responsibilities of  cotb  and ceo afford messrs. reimert and walker the opportunity to develop agendas that ensure that the board's time and attention are focused on the most critical matters. the board has three independent directors, and the board believes that the independent directors provide effective oversight of management. although the board has no lead independent director, the independent directors collectively provide feedback during the course of board meetings. in addition, at each regularly scheduled board meeting, our non-management directors hold executive sessions at which our management is not in attendance. the director who presides at these sessions is the  cotb  of our audit committee, currently mr. shukis. the company believes that this approach effectively encourages full engagement of all directors in executive sessions, while avoiding unnecessary hierarchy. the board believes that this approach appropriately and effectively complements the combined ceo / cotb  structure.",1
1179,1043000,2010," since the resignation of james a. stroud as cotb , effective september 30, 2009, lawrence a. cohen has served as interim cotb in addition to his role as the company's CEO . the company does not presently have a lead independent director and believes this leadership structure is appropriate for the company until the proposed changes to composition of the board of directors as set forth in this proxy statement have taken place. if such proposed changes have taken place, the board of directors currently anticipates appointing a lead independent director, as it believes the separation of the roles of lead director and CEO will allow mr. cohen to continue to focus his efforts on the successful management of the company while allowing the lead independent director to focus his efforts on the continued development of a high-performing board of directors, including (i) ensuring the board of directors remains focused on the company's long-term strategic plans, (ii) working with company management to ensure the board of directors continues to receive timely and adequate information, (iii) coordinating activities of the committees of the board of directors, and (iv) ensuring effective stakeholder communications.",0
1180,1043000,2012," our board separated the roles of  cotb  and ceo by electing james a. moore, a non-executive, independent director, as  cotb  at the annual board meeting held immediately following the 2010 annual meeting of stockholders. the separation of the roles was implemented to allow mr. cohen, our  ceo , to continue to focus his efforts on the successful management of the company while allowing mr. moore, our independent  cotb , to focus his efforts on the continued development of a high-performing board of directors, including (1) ensuring the board of directors remains focused on the company's long-term strategic plans, (2) working with company management to ensure the board of directors continues to receive timely and adequate information, (3) coordinating activities of the committees of the board of directors, and (4) ensuring effective stakeholder communications. the board believes, due to the continued leadership and experience provided by these two individuals, that having separate positions is the appropriate leadership structure for the company at this time and demonstrates our commitment to good corporate governance.",0
1181,1043277,2011,"our board of directors is led by john p. wiehoff, who has been our president since 1999 and our ceo since 2002. mr. wiehoff joined the board of directors in 2001 and was appointed chairman of the board in 2007, upon retirement of our former chairman of the board. as stated in our corporate governance guidelines, the board believes it is beneficial to have flexibility in allocating the responsibilities of the offices of chairman and of chief executive officer in the manner the board determines to be in the best interests of the company. when the board appointed mr. wiehoff as chairman, the board considered numerous factors, including the benefits to the decision-making process with a leader who fills both offices, the significant operating experience and qualifications of mr. wiehoff, the importance of in-depth c.h. robinson knowledge to being able to optimize board leadership, the size and complexity of our business, and the significant business experience and tenure of our other directors. the board does not have a lead director. however, under our corporate governance guidelines, the chair of the governance committee is expected to preside at the executive sessions of the independent directors, coordinate and develop the agenda for those executive sessions, act as a liaison between the independent directors and management, and handle responses to stockholder inquiries that are directed to the independent directors. mr. wickham is the current chair of the governance committee. our corporate governance guidelines provide that the chairman, in consultation with other board members, sets the agenda for regular meetings of the board, and the chair of each committee sets the agendas for the meetings of the applicable committee. directors and committee members are encouraged to suggest agenda items and may raise other matters at meetings. we believe that our leadership structure supports the board's risk oversight function. while mr. wiehoff serves as chairman and chief executive officer, strong independent directors with significant tenure on the board chair the committees most directly involved in the risk oversight function, there is open communication between management and the board, and all directors are involved in the risk oversight function. ",1
1182,1043277,2011,"our board of directors is led by john p. wiehoff, who has been our president since 1999 and our ceo since 2002. mr. wiehoff joined the board of directors in 2001 and was appointed  cotb  in 2007, upon retirement of our former  cotb . as stated in our corporate governance guidelines, the board believes it is beneficial to have flexibility in allocating the responsibilities of the offices of  cotb  and of ceo in the manner the board determines to be in the best interests of the company. when the board appointed mr. wiehoff as  cotb , the board considered numerous factors, including the benefits to the decision-making process with a leader who fills both offices, the significant operating experience and qualifications of mr. wiehoff, the importance of in-depth c.h. robinson knowledge to being able to optimize board leadership, the size and complexity of our business, and the significant business experience and tenure of our other directors. the board does not have a lead director. however, under our corporate governance guidelines, the chair of the governance committee is expected to preside at the executive sessions of the independent directors, coordinate and develop the agenda for those executive sessions, act as a liaison between the independent directors and management, and handle responses to stockholder inquiries that are directed to the independent directors. mr. wickham is the current chair of the governance committee. our corporate governance guidelines provide that the  cotb , in consultation with other board members, sets the agenda for regular meetings of the board, and the chair of each committee sets the agendas for the meetings of the applicable committee. directors and committee members are encouraged to suggest agenda items and may raise other matters at meetings. we believe that our leadership structure supports the board's risk oversight function. while mr. wiehoff serves as  cotb  and  ceo , strong independent directors with significant tenure on the board chair the committees most directly involved in the risk oversight function, there is open communication between management and the board, and all directors are involved in the risk oversight function.",1
1183,1043382,2011,"our second amended and restated certificate of incorporation and our amended and restated bylaws provide for a board that is divided into three classes as equal in size as possible. the classes have three-year terms, and the term of one class expires each year in rotation at that year's annual meeting. the size of the board of directors can be changed by a majority vote of its members and is currently set at nine members. vacancies on the board of directors may be filled by a majority of the remaining directors. a director elected to fill a vacancy, or a new directorship created by an increase in the size of the board of directors, serves for the remainder of the full term of the class of directors in which the vacancy or newly created directorship occurred. the board believes that our ceo is best situated to serve as  cotb  because he is the director most familiar with the company's business and industry, possesses detailed and in-depth knowledge of the issues, opportunities and challenges facing the company and is thus best positioned to develop agendas that ensure that the board's time and attention are focused on the most critical matters. the company's independent directors bring experience, oversight and expertise from outside the company and industry, while the ceo brings company-specific experience and expertise. the board believes that the combined role of  cotb  and ceo facilitates information flow between management and the board, which are essential to effective governance. additionally, one of the responsibilities of the board is to work with management to develop strategic direction and hold management accountable for the execution of strategy once it is developed. the board believes the combined role of  cotb  and ceo , together with an independent lead director having the duties described below, is in the best interest of stockholders because it provides the appropriate balance between strategy development and independent oversight of management. william t. monahan, an independent director was selected by the board to serve as the lead director for all meetings of the independent directors held in executive session. the lead director has the responsibility of presiding at all executive sessions of the board, consulting with the  cotb  and ceo on board and committee meeting agendas, acting as a liaison between management and the non-management directors, including maintaining frequent contact with the  cotb  and chief executive and advising him on the effectiveness of the board meetings, facilitating teamwork and communication between the independent directors and management.",1
1184,1043533,2011,"we maintain a board leadership structure that separates the positions of  cotb  from  ceo . by having separate individuals serve as  cotb  and  ceo , we believe that we provide for additional independence of and oversight by the board of directors, which enables our ceo to focus his time and attention on the company's operations and strategic direction. the board of directors has general risk oversight responsibilities. the audit committee of the board of directors oversees risk issues with respect to our financial reporting and accounting. in 2010, the audit committee reviewed risks associated with the company's systems upgrade project. our internal audit department, which monitors our compliance with financial reporting and accounting risk controls, reports to the audit committee. the board of directors believes that this structure enables it to effectively oversee risk management.",0
1185,1043604,2018,"board leadership structure and role of the lead independent director the board's leadership structure is comprised of an independent  cotb  and a lead independent director who is appointed, and at least annually reaffirmed, by at least a majority of juniper networks independent directors. mr. kriens has served as  cotb  since 1996 and served as ceo of the company from 1996 to 2008. since march 2015, mr. daichendt has served as the lead independent director. the board believes that this overall structure of a separate  cotb  and  ceo , combined with a lead independent director, results in an effective balancing of responsibilities, experience and independent perspectives that meets the current corporate governance needs and oversight responsibilities of the board. the board also believes that this structure benefits the company by enabling the ceo to focus on strategic matters while the  cotb  focuses on board process and governance matters, and allows the company to benefit from mr. kriens experience as a former ceo of the company. ",0
1186,1045810,2011,"board leadership structure our bylaws and corporate governance policies permit the roles of cotb and CEO to be filled by the same or different individuals. this allows the board flexibility to determine whether the two roles should be combined or separated based upon our needs and the board's assessment of its leadership from time to time. the board believes that our stockholders are best served at this time by not having a cotb and by having a lead independent director, or lead director. in the absence of a cotb , our corporate governance policies provide that our CEO has primary responsibility for preparing the agendas for board meetings. our CEO also presides over the portion of the meetings of the board where he is present. given that we do not have a cotb , the board believes that a lead director is an integral part of our board structure and a critical aspect of effective corporate governance. the independent directors consider the role and designation of the lead director on an annual basis. mr. miller has been our lead director since may 2009. mr. miller brings considerable skills and experience, as described in ",1
1187,1045810,2011,"our bylaws and corporate governance policies permit the roles of  cotb  and ceo to be filled by the same or different individuals. this allows the board flexibility to determine whether the two roles should be combined or separated based upon our needs and the board's assessment of its leadership from time to time. the board believes that our stockholders are best served at this time by not having a  cotb  and by having a lead independent director, or lead director. in the absence of a  cotb , our corporate governance policies provide that our ceo has primary responsibility for preparing the agendas for board meetings. our ceo also presides over the portion of the meetings of the board where he is present. given that we do not have a  cotb , the board believes that a lead director is an integral part of our board structure and a critical aspect of effective corporate governance. the independent directors consider the role and designation of the lead director on an annual basis. mr. miller has been our lead director since may 2009. mr. miller brings considerable skills and experience, as described above, to the role. in addition, mr. miller is chair of our nominating and corporate governance committee, which affords him increased engagement with board governance and composition. our lead director has significant responsibilities, which are set forth in our corporate governance policies, and include, in part: determining an appropriate schedule of board meetings, seeking to ensure that the independent members of the board can perform their duties responsibly while not interfering with the flow of our operations; working independently or with our  ceo , seeking input from all directors, as well as the ceo and other relevant management, as to the preparation of the agendas for board and committee meetings; advising the board on a regular basis as to the quality, quantity and timeliness of the flow of information requested by the board from our management with the goal of providing what is necessary for the independent members of the board to effectively and responsibly perform their duties, and, although our management is responsible for the preparation of materials for the board, the lead director may specifically request the inclusion of certain material; and coordinating, developing the agenda for, and moderating executive sessions of the independent members of the board, and acting as principal liaison between the independent members of the board and the ceo on sensitive issues. as discussed above, a substantial portion of our board is comprised of independent directors. the active involvement of the independent directors, combined with the qualifications and significant responsibilities of our lead director, provide balance on the board and promote strong, independent oversight of our management and affairs.",0
1188,1045810,2012,"our bylaws and corporate governance policies permit the roles of  cotb  and ceo to be filled by the same or different individuals. this allows the board flexibility to determine whether the two roles should be combined or separated based upon our needs and the board's assessment of its leadership from time to time. the board believes that our stockholders are best served at this time by not having a  cotb  and by having a lead independent director, or lead director. in the absence of a  cotb , our corporate governance policies provide that our ceo has primary responsibility for preparing the agendas for board meetings. our ceo also presides over the portion of the meetings of the board where he is present.",1
1189,1046311,2012,"board leadership structure the board is led by the  COTB , mr. bainum, who has served in this role for more than 20 years. the benefits of mr. bainum's leadership of the board stem both from mr. bainum's long-standing relationship and involvement with the company, which provides a unique understanding of the company's culture and business, as well as his on-going role as the board's primary day-to-day contact with the company's senior management team, which ensures that a constant flow of company-related information is available. this flow of communication enables mr. bainum to identify issues, proposals, strategies and other considerations for future board discussions and to assume the lead in many of the resulting discussions during board meetings. the company has elected to bifurcate the positions of  COTB  (held by mr. bainum) and CEO (held by mr. joyce). although mr. joyce serves as a member of the board, we believe that mr. bainum's status as  COTB  provides for a meaningful division of leadership between the company and the board. in addition to this division of leadership between  COTB  and ceo, leadership is further divided within the board based on the board's annual election of a lead independent director. in light of the company and board leadership roles held by mr. bainum and mr. joyce, the board believes that it is important to maintain a board leadership position that is held by an independent director. currently, mr. shames serves as the board's lead independent director. in his role as lead independent director, mr. shames serves as cotb of executive session meetings in which mr. bainum and mr. joyce (as well as dr. renschler) do not participate. the goal and purpose of these meetings chaired by mr. shames is to permit the non-management and independent members of the board to freely discuss issues or concerns related to company and board performance, including issues or concerns related to company or board leadership. the board meets regularly in executive session. four such meetings were held in 2009. in addition to chairing the executive sessions, the lead independent director manages the board's review of the ceo's performance, coordinates activities of the independent directors and performs any other duties assigned by the board. ",1
1190,1046327,2010,"currently, the positions of ceo and  cotb  are held by two different individuals. robert kimball presently serves as ceo and a member of the board, and robert glaser serves as  cotb . on january 12, 2010, mr. glaser resigned as our ceo but retained the position of  cotb . at that time the board determined that, although no formal policy was in place, the separation of these positions would allow mr. kimball to devote his time to the company's key strategic objectives. moreover, the board recognized the value of leveraging mr. glaser's longtime leadership and knowledge of the company through the role of  cotb . the board and the nominating and corporate governance committee will continue to assess the appropriateness of this structure as part of the board's broader strategic planning process. in 2008, prior to the separation of the positions of ceo and  cotb , our board determined that it was appropriate to appoint a lead independent director. since that time, eric benhamou has served as our lead independent director, providing strong leadership among the independent directors of our board. as lead independent director, mr. benhamou is responsible for presiding over executive sessions of the independent directors, advising as to the quality, quantity and timeliness of the flow of information from management necessary for independent directors to effectively and responsibly perform their duties, coordinating the activities of the other independent directors, and acting as principal liaison between independent directors and management. the board believes that its current leadership structure consisting of a separate  cotb  and ceo , and a lead independent director gives the board flexibility to meet varying business, personnel and organizational needs over time, and demonstrates its commitment to good corporate governance.",0
1191,1046880,2010,"board leadership structure and role in risk oversight since the inception of the company in 1997, william carey has held the combined positions of CEO and  COTB . the board believes that this particular structure is advantageous to company because it allocates mr. carey's executive talent and experience between the day-to-day operations of the company and the strategic planning and oversight function of the board. we believe that the separation of these positions could create redundancies or inefficiencies in the operation of our company at the management and board levels. the board believes that the combined ceo/ COTB  structure has been a key factor in our success as a business and a significant contributing factor in our rapid growth in central and eastern europe. mr. carey's continued presence as CEO and his continued participation on the board of directors as  COTB  are integral to the execution of our short and long-term strategic plans. our board of directors is comprised of mr. carey, six independent directors and sergey kupriyanov, who is not an independent director as defined by rule 5605(a)(2) of the nasdaq marketplace rules. additionally, if william shanahan is elected to the board of directors, he will meet the definition of an independent director as defined by rule 5605(a)(2) of the nasdaq marketplace rules, thus giving the board a total of six independent directors. each of the standing committees of our board of directors is chaired by an independent director and each of our audit, compensation and nominating and corporate governance committees is comprised entirely of independent directors. additionally, the board of directors appoints an independent lead director to coordinate the activities of other independent directors and to perform the following responsibilities, among others: (a) collaborates with our CEO and  COTB  in preparing the board's agenda and meeting schedules, (b) recommends to the  COTB  the retention of outside advisors and consultants who report directly to the board, (c) serves at the  COTB  of the nominating and corporate governance committee, (d) serves as the board's liaison to the CEO and the  COTB  between meetings, (e) serves as the board's liaison for consultation and communication with shareholders; (f) oversees evaluations of the board and its committees in collaboration with the nominating and corporate governance committee and (g) calls and presides over any executive sessions of the independent directors. currently, david bailey is the company's lead director. risk is inherent with every business, and how well a business manages risk is an integral part of its ability to succeed. our goal is to manage risk prudently, not to eliminate risk. in our business, we face a number of risks, including economic risks, regulatory risks, risks stemming from conducting operations in multiple countries and in difference currencies, risks in integrating our acquired companies and others, such as the impact of competition and weather conditions. management is responsible for the day-to-day management of risks the company faces, while the board, as a whole and through its committees, has responsibility for the oversight of risk management. in its risk oversight role, the board of directors has the responsibility to satisfy itself that the risk management processes designed and implemented by management are adequate and functioning as designed. the board believes that establishing the right tone at the top and that full and open communication between management and the board of directors are essential for effective risk management and oversight. our executive management team, including our  COTB , president and ceo, meets regularly with our board of directors to discuss strategy and risks facing the company. members of senior management attend board meetings and are available to address any questions or concerns raised by the board on risk management-related and any other matters. the board of directors receives regular presentations from senior management on strategic matters involving our operations. the board holds strategic planning sessions with senior management to discuss strategies, key challenges, and risks and opportunities for the company, and convenes executives sessions, under the oversight of our independent lead director at which these and other matters are discussed, and at which no members of the management team are present. while the board is ultimately responsible for risk oversight at our company, our three board committees assist the board in fulfilling its oversight responsibilities in certain areas of risk. the audit committee assists the board in fulfilling its oversight responsibilities with respect to risk management in the areas of financial reporting, internal controls and compliance with legal and regulatory requirements, and discusses policies with respect to risk assessment and risk management. the compensation committee assists the board in fulfilling its oversight responsibilities with respect to the management of risks arising from our compensation policies and programs. the nominating and corporate governance committee assists the board in fulfilling its oversight responsibilities with respect to the management of risks associated with board organization, membership and structure, succession planning for our directors and executive officers, and corporate governance. ",0
1192,1047340,2014,"the ceo of the company, mohammad abu-ghazaleh, is also the  cotb . this structure reflects the significant shareholdings in the company of the abu-ghazaleh family, but also serves other purposes. while it retains the discretion to separate the roles in the future as it deems appropriate and acknowledges that there is no single best organizational model that is most effective in all circumstances, the board currently believes that the company and its shareholders are best served by having mr. abu-ghazaleh hold both of these positions concurrently. notably, the company believes that this leadership structure promotes accountability and clarity in the direction of the company's business strategy. the board's leadership structure also includes the role of lead independent director, and mr. boykin has served in that capacity since april 2008. the lead independent director's responsibilities include acting as  cotb  for all meetings of the non-employee and independent directors, convening meetings of the independent directors on the request of any of them, and establishing the agenda and approving the materials for those meetings, and acting as a liaison between the  cotb  and the non-employee and independent directors. the board has determined that the following directors are independent as required by the nyse listing standards and the company's corporate governance guidelines: salvatore h. alfiero, michael j. berthelot, edward l. boykin, madeleine l. champion, john h. dalton and dr. elias k. hebeka. the board has also determined that robert s. bucklin, who has been nominated by the board to stand for election at the 2014 annual meeting of shareholders, will be an independent director.",1
1193,1047699,2010,"king is led by brian a. markison, who serves as our  COTB , president and  CEO . in addition to mr. markison, whose detailed biography appears on page 8, the following individuals serve as king's executive leadership team. ",0
1194,1047884,2011,"our board of directors has determined that, as of the date of this proxy statement, it is in the best interests of the company and its stockholders that the positions of  cotb  and ceo are combined. the board believes this provides the necessary responsiveness called for in a highly competitive sector and allows the company to be more adaptive and responsive to changing market conditions. as our ceo is the individual with primary responsibility for managing the company's day-to-day operations, he is best positioned to chair regular board meetings as we discuss key business and strategic issues. the board believes that it has in place sound counter-balancing measures to ensure that the company maintains high standards of corporate governance and proper oversight. these counter-balancing measures include: the board consists of a majority of independent directors; each of the board's standing committees including the audit, compensation and nominating and corporate governance committees are comprised of and chaired solely by non-employee directors; review of the  ceo 's compensation and performance will remain within the purview of the compensation committee; the independent directors meet in executive session without the presence of management; and the independent directors meet with and have access to both our internal and external auditors and attorneys. in addition, the board, through its independent directors, has adopted the position of a lead independent director to strengthen the independence and roles of the independent directors. the duties of the lead independent director are detailed in the following paragraph.",1
1195,1048286,2011,"the company operates using a board leadership structure commonly used by other public companies in the united states. under this structure, the ceo also serves as  cotb . j.w. marriott, jr., the son of company founder, j. w. marriott, has served as the chairman and ceo of the company since 1985. mr. marriott is recognized as an iconic leader in the hospitality industry. the board, as well as our investors and customers, recognizes that mr. marriott's association with the company in that consolidated leadership capacity provides a unique, intrinsic value to the franchise that gives us a significant competitive advantage. having one person serve as both the  cotb  and the ceo demonstrates to our employees, investors, customers and other constituents that the company is under strong leadership with a single person having primary responsibility for management of our operations, under the oversight and review of the board. a single leader also eliminates the potential for confusion or duplication of efforts and enables the chairman and ceo to act as the key link between the board and other members of management. while the independent directors have not designated a lead independent director, the chairman of our nominating and corporate governance committee fulfills the same responsibilities as the lead directors at many companies. these responsibilities include presiding over the meetings of the independent directors, coordinating the activities of the independent directors and facilitating communications between the chairman and ceo and the other board members. that person also is a standing member of the company's two- person executive committee along with the chairman and ceo. the chairman of the nominating and corporate governance committee also coordinates the evaluation of board and committee performance, the assessment and evaluation of board candidates, and the monitoring of corporate governance developments and recommendations for changes to the company's governance practices. we believe that the role played by the chairman of the nominating and corporate governance committee provides strong, independent board leadership. eight of our 11 directors are independent, and the audit, compensation policy and nominating and corporate governance committees are comprised solely of independent directors. consequently, the independent directors directly oversee such critical items as the company's financial statements, executive compensation, the selection and evaluation of directors and the development and implementation of our corporate governance programs. at least annually, the board reviews our board leadership structure as part of the succession planning process that is described in our governance principles (see discussion below under ""governance principles""). we believe that our current leadership structure, in which the ceo serves as chairman, together with an experienced and engaged chairman of the nominating and corporate governance committee (who plays a role similar to that of lead director at many companies) and independent key committees, has been effective and remains the optimal structure for our company and our shareholders at this time.",1
1196,1048286,2012,"while the board has not mandated a particular leadership structure, historically, the positions of chairman of the board and chief executive officer were held by the same person. in december 2011, as a result of j.w. marriott, jr.'s discussions with the board about relinquishing the role of ceo and as part of its ongoing review of the board leadership structure and succession planning process, the board determined that, effective march 31, 2012, the two positions should be held by separate individuals. the board elected j.w. marriott, jr., who had served as the chairman and ceo of the company and its predecessors since 1985, to the position of executive chairman and chairman of the board and arne m. sorenson, the former president and chief operating officer, to the position of president and ceo. in his new role, mr. marriott continues to provide leadership to the board by, among other things, working with the ceo, the chairman of the nominating and corporate governance committee, and the corporate secretary to set board calendars, determine agendas for board meetings, ensure proper flow of information to board members, facilitate effective operation of the board and its committees, help promote board succession planning and the orientation of new directors, address issues of director performance, assist in consideration and board adoption of the company's long-term and annual operating plans, and help promote senior management succession planning. ",0
1197,1048911,2011,"the leadership structure of our board of directors includes (i) a combined chairman of the board and chief executive officer, (ii) independent, active and effective directors of equal importance and rights, who all have the same opportunities and responsibilities in providing vigorous oversight of the effectiveness of management policies, and (iii) a presiding director. the board believes that fedex has been and continues to be well served by having the company's founder, frederick w. smith, serve as both chairman of the board and chief executive officer. the current board leadership model, when combined with the composition of the board, the strong leadership of our independent directors and board committees and the highly effective corporate governance structures and processes already in place, strikes an appropriate balance between consistent leadership and independent oversight of fedex's business and affairs. ",1
1198,1048911,2016,"the leadership structure of our board of directors includes (i) a combined  cotb  and  ceo , (ii) independent, active and effective directors of equal importance and rights, who all have the same opportunities and responsibilities in providing vigorous oversight of the effectiveness of management policies and (iii) a lead independent director. the chairperson of the nominating & governance committee, who is elected annually by a majority of the independent board members, serves as the lead independent director. the board believes that fedex has been and continues to be well served by having the company's founder, frederick w. smith, serve as both  cotb  and  ceo . the current board leadership model, when combined with the composition of the board, the strong leadership of our independent directors, board committees and lead independent director, and the highly effective corporate governance structures and processes already in place, strikes an appropriate balance between consistent leadership and independent oversight of fedex's business and affairs. the board believes that fedex's bylaws and corporate governance guidelines help ensure that strong and independent directors will continue to play the central oversight role necessary to maintain fedex's commitment to the highest quality corporate governance. under our bylaws and corporate governance guidelines, the board maintains the following long-standing practices, in addition to those described above:",1
1199,1049108,2012,"mr. thompson, who has been the president and ceo since october 2008, possesses in-depth knowledge of the issues, opportunities and challenges facing the company, having led the company successfully throughout the recent u.s. financial crisis and recovery and managed the merger-related activity involving hertz global holdings, inc. and avis budget group, inc. the board believes that given this experience and the company's current circumstances and plans, combining the roles of  cotb  and ceo is in the best interests of the company and its stockholders, and it appointed mr. thompson  cotb  in december 2011. the board believes mr. thompson is best positioned to develop agendas that ensure that the board is focused on the most critical matters and that the combined role will enable decisive leadership and ensure accountability and clarity in the direction of the company's business strategy. in light of continuing challenging economic conditions, the board also believes that this structure will enhance the company's ability to communicate its message and strategy clearly and consistently to stockholders, employees and other important constituencies.",1
1200,1049502,2012,"since 2005, we have separated the roles of ceo and chair of the board of directors in recognition of the differences between the two roles. the ceo is responsible for setting the strategic direction for the company and the day-to-day leadership and performance of the company, while the chair of the board of directors provides guidance to the ceo , sets the agenda for board meetings and presides over meetings of the full board. in addition, the board of directors has established the position of lead director. our corporate governance guidelines provide that during any period in which the chair of the board of directors is not an independent director, a lead director shall be elected by and from the independent directors. the primary role of the lead director is to serve as a liaison between the independent directors and the chair of the board of directors and the ceo and to represent the interest of the independent directors, as appropriate. louis p. valente has served as lead director since 2008. pursuant to our corporate governance guidelines (which are posted on our website at http://www.mksinst.com in the corporate governance section under the investors tab), the lead director shall, among other matters: have the authority to call meetings of the independent directors. preside at all meetings of the board of directors at which the chair of the board of directors is not present, including executive sessions of the independent directors. assure that at least two meetings per year of only the independent directors are held and chair any such meetings of the independent directors. facilitate communications and serve as a liaison between the independent directors and the chair of the board of directors and the  ceo , provided that any director is free to communicate directly with the chair of the board of directors and with the  ceo . work with the chair of the board of directors and the ceo in the preparation of the agenda for each board of directors meeting and approve each such agenda. oversee, in conjunction with the nominating and corporate governance committee, the annual reviews of the performances of the members of the board of directors. if a meeting is held between a major shareholder and a representative of the independent directors, the lead director shall serve, subject to availability, as such representative of the independent directors. otherwise consult with the chair of the board of directors and the ceo on matters relating to corporate governance and performance of the board of directors. our board of directors believes that its leadership structure is appropriate at this time for our company because it strikes an effective balance between management and independent leadership participation in the board of directors process. the board of directors held five meetings in 2011. during 2011, each director attended at least 75% of the aggregate of the total number of meetings of the board of directors and the total number of meetings of all committees of the board of directors on which he or she served. pursuant to our corporate governance guidelines, directors are encouraged to attend our annual meeting of shareholders. all of the directors then serving on the board of directors attended the 2011 annual meeting of shareholders. the board of directors has established three standing committees audit, compensation and nominating and corporate governance each of which operates under a charter that has been approved by the board of directors. each committee's current charter is posted under the investors tab on our website, http://www.mksinst.com, under the heading corporate governance.",0
1201,1049782,2017,"mr. slotnik serves as the company's  cotb . mr. perrault serves as the company's president and  ceo . the  cotb  and the president and ceo work closely to ensure that the strategic goals of the company's management team are in line with the risk and governance oversight objectives of the board of directors. the board of directors encourages strong communication among all of its independent directors and the  cotb . the board of directors also believes that it is able to effectively provide independent oversight of the company's business and affairs, including risks facing the company, through the composition of its board of directors, the role of the independent  cotb , the strong leadership of the independent directors and the independent committees of the board of directors, and the other corporate governance structures and processes already in place. twelve of the thirteen members of the board of directors are non-management directors, and ten of these twelve are independent under the rules of the nasdaq stock market llc, which we refer to as the 'nasdaq rules.' all of the directors are free to suggest the inclusion of items on the agenda for meetings of the board of directors or raise subjects that are not on the agenda for that meeting. in addition, the board of directors and each committee has complete and open access to any member of management and the authority to retain independent legal, financial and other advisors as they deem appropriate without consulting or obtaining the approval of any member of management. the board of directors also holds regularly scheduled executive sessions of non-management directors in order to promote discussion among the non-management directors and assure independent oversight of management. moreover, the audit committee and the compensation committee, each of which are comprised entirely of independent directors, also perform oversight functions independent of management.",0
1202,1050606,2014,"historically, the company's board of directors has had a general policy that the positions of  cotb  and ceo should be held by separate persons as an aid in the board's oversight of management. this policy has been in effect since the company began operations. the  cotb  is a full-time senior executive of the company. the duties of the  cotb  include: presiding over all meetings of the board; preparing the agenda for board meetings in consultation with the ceo and other members of the board; managing the board's process for annual director self-assessment and evaluation of the board and of the ceo ; and presiding over all meetings of stockholders. the board of directors believes that there are advantages to having a separate  cotb  for matters such as communications and relations between the board members, the ceo , and other senior management; in assisting the board in reaching consensus on particular strategies and policies; and in facilitating robust director, board, and ceo evaluation processes. in addition, having separate  cotb  and ceo positions permits the ceo to focus on day-to-day business and allows the  cotb  to lead the board in its oversight responsibilities. the board currently consists of the  cotb , mr. epperson, the company's ceo , the company's coo and four (4) independent directors. one of mr. epperson's roles is to oversee and manage the board of directors and its functions, including setting meeting agendas and running board meetings. in this regard, mr. epperson and the board in their advisory and oversight roles are particularly focused on assisting the ceo and senior management in seeking and adopting successful business strategies and risk management policies, and in making successful choices in management succession.",0
1203,1050743,2013,"mr. frank a. kissel served as  cotb  and ceo ( ceo ) of the company and the bank from 2001 until october 2012. in july 2012, the nominating committee of the board of directors determined to separate the position of  cotb  from the position of ceo . in connection with that decision, mr. kissel continues as  cotb  and relinquished the position of ceo when the board appointed a new ceo , douglas l. kennedy in october 2012. our board of directors is comprised of mr. kennedy, mr. kissel and 11 other directors, a majority of which are independent directors. the board has three primary committees audit, compensation, and nominating. each of the audit, compensation and nominating committees is comprised solely of independent directors, under applicable nasdaq rules with each of the three committees having a separate independent chair. our full board of directors is responsible for overseeing risk management, and our full board receives and reviews a company-wide risk assessment annually. while the board oversees the company's risk management, management is responsible for day-to-day risk management processes. we believe this division of responsibilities is an appropriate approach for addressing the risks facing our company at this time. our independent directors conduct separate executive sessions to discuss company affairs on a semi-annual basis. our board of directors has chosen to rotate the presiding director for each of these independent director sessions among the independent directors serving as chairs of the audit, compensation and nominating committees. we believe that having a  cotb , ceo , independent chairs and membership for each of our audit, compensation and nominating committees and a rotating independent presiding director for each of the independent director sessions provides the right form of leadership for our company. separating the  cotb  and ceo positions allows us to expand our management structure to position the company for future growth, while our experienced independent director majority, which has appointed independent chairs of our audit, compensation and nominating committees, provides oversight of company operations.",0
1204,1050797,2010,"columbia's management is responsible for identifying, assessing and managing the material risks facing columbia. the board of directors generally oversees columbia's risk management practices and processes. the board has delegated primary oversight of the management of (i) financial and accounting risks to the audit committee, (ii) compensation risk to the compensation committee and (iii) governance and compliance risk to the nominating and corporate governance committee. each of these committees routinely reports to the board on the management of these specific risk areas. to permit the board and its committees to perform their respective risk oversight roles, individual members of management who supervise columbia's risk management report directly to the board or the relevant committee of the board responsible for overseeing the management of specific risks, as applicable. for this purpose, management has a high degree of access and communication with independent directors. because a majority of the board consists of independent directors and each committee of the board consists solely of independent directors, columbia's risk oversight structure conforms to the board's leadership structure discussed below and columbia's belief that having a strong, independent group of directors is important for good governance. the board of directors also oversees and participates in a process of risk assessment within columbia that is designed to identify the most salient enterprise risks facing columbia's business and to evaluate how the company's corporate strategies align to manage those risks. annually, each independent director participates in interviews and provides his judgment and assessment of the relative likelihood and magnitude of risks identified. the overall assessment also includes participation from company executives and a broad selection of managers. the results of the annual assessment are reviewed with and discussed by the entire board. the board believes that the process serves to identify material risks in a timely manner and to promote, when necessary, appropriate actions to address the management of the risks. for example, in recent years columbia's corporate strategic planning efforts have been enhanced in direct response to the overall assessment results. gertrude boyle is  cotb  and timothy p. boyle is our president and  ceo . most of the functions typically performed by a  cotb , such as convening and presiding over meetings of the board, are performed by our president and ceo rather than our  cotb . as  cotb , mrs. boyle is recognized as a leader, keeper of institutional knowledge and significant stakeholder of columbia. as president and  ceo , mr. boyle is primarily responsible for columbia's general operations and implementing its business strategy, and presides over board meetings. mr. boyle is also columbia's largest shareholder. for these reasons, the board believes that, at this time, columbia and its shareholders are best served by also having the president and ceo convene, establish agenda items for, and preside over meetings of the board. as described above, our board believes that maintaining a strong, independent group of directors that comprise a majority of our board is important for good governance, and six of our nine directors qualify as independent. the board believes that all of our independent directors (i) are financially literate and (ii) possess the other qualities described in our corporate governance guidelines, including integrity and moral responsibility, the capacity to evaluate strategy and reach sound conclusions and the willingness and ability to devote the time required to fulfill the duties of a director. in addition, the board places high value on the ability of individual directors to contribute to a constructive board environment. the board believes that our current directors, as a whole, provide the diversity of experience and skills necessary for a well-functioning board. all of our independent directors have substantial senior executive-level experience. each of mrs. boyle, mr. boyle and ms. bany are significant shareholders of columbia, and as such their interests are aligned with other shareholders for building long-term shareholder value. for a more complete description of individual backgrounds, professional experiences, qualifications and skills, see the director profiles set forth under election of directors below. ",0
1205,1050915,2012,"the board believes that quanta's executive chairman is best situated to serve as chairman of the board because, as an executive officer, he possesses detailed and in-depth knowledge of the issues, opportunities and challenges facing quanta and its business and is thus best positioned to develop agendas that ensure that the board's time and attention are focused on the most critical matters. the board believes that an executive officer serving as chairman of the board promotes strategy development and execution and fosters decisive leadership, clear accountability and effective decision-making. the board believes that it has in place sound counter-balancing measures to ensure that quanta maintains high standards of corporate governance and proper independent oversight. for instance, the board holds executive sessions of the independent directors at every regularly scheduled board meeting and, with nine of the board's eleven directors deemed independent, maintains a percentage of independent directors serving on the board that is substantially above the nyse requirement that a majority of directors be independent.",0
1206,1050915,2013,"has been a member of the board of directors since 1998 and is a private investor. he previously served in various management positions with vista chemical company for over twenty-five years, most recently as ceo and president from 1992 until his retirement in 1995. he also previously served as a director of kraton polymers, llc from 2004 to 2008, abs group inc. from 2003 to 2005, the carbide/graphite group, inc. from 1994 to 2002, and rexene corporation from 1996 to 1997. mr. ball holds a bachelor of science in mathematics degree and a master of science in management degree. the board believes mr. ball's qualifications to serve on the board include his over twenty-five years of management experience, including three years as a  ceo , his years of service on boards of other public companies, and his extensive experience with corporate governance, financial analysis, business strategy and management. has been a member of the board of directors since 1998. he has served as  cotb  and ceo of main street capital corporation, a specialty investment company, since march 2007. he also has served as senior managing director of main street capital partners, llc (and its predecessor firms), a private investment firm, since 1997. mr. foster has served as a director of team industrial services, inc. since 2005. mr. foster previously served as a director of u.s. concrete, inc. from 1999 to 2010, carriage services, inc. from 1999 to 2011, and hms income fund, inc. from june 2012 to march 2013. mr. foster holds a j.d. degree and is a certified public accountant. the board believes mr. foster's qualifications to serve on the board include his significant contributions and service to quanta since its inception, his experience as ceo of a public corporation, his many years of service on boards of other public companies and his extensive tax, accounting, merger and acquisitions, financial and corporate governance expertise. has been a member of the board of directors since march 2004. since june 2012, he has served as the executive  cotb  of opterra energy group, an energy conservation measures services provider. mr. fried continues to serve, since march 2011, as the executive  cotb  of energy solutions international, a software provider to the pipeline industry, and he has also been an independent consultant. he previously served as ceo and president of siterra corporation, a software services provider, from may 2005 to march 2011. from november 2003 until may 2005, he served as an independent consultant to the financial and software services industries. mr. fried served as ceo and president of citadon, inc., a software services provider, from 2001 until november 2003, and chief financial officer and managing director of bechtel enterprises, inc., a financing and development subsidiary of bechtel group, inc., from 1997 until 2000. mr. fried holds a bachelor of engineering degree and an m.b.a. degree. the board believes mr. fried's qualifications to serve on the board include his executive management experience, including at companies within quanta's line of business, his years of service on boards of public and private companies, and his extensive executive-level experience in operations, engineering, construction, project management, finance and international business. has been a member of the board of directors since july 2002 and from may 2001 until may 2002. he has been an independent consultant and senior advisor to the telecommunications and information management industries since 1999. mr. golm holds a master of science in management degree and an m.b.a. degree. the board believes mr. golm's qualifications to serve on the board include his numerous years of executive management experience, including as ceo of a large telecommunications company, his years of service as a director of other public and private companies, and his insight regarding accounting/finance, risk mitigation and strategic development. has been a member of the board of directors since may 2005. he has served as executive vice president chief financial officer of waste connections, inc., an integrated solid waste services company, since september 2004 and served as its vice president finance and investor relations from april 2003 until august 2004. from 1991 until april 2003, mr. jackman held various positions with deutsche bank securities, inc., an investment banking firm, most recently serving as a managing director, global industrial and environmental services group. mr. jackman holds an m.b.a. degree. the board believes mr. jackman's qualifications to serve on the board include his experience as the chief financial officer of a public corporation and his investment banking experience, as well as his extensive financial and accounting expertise. bachelor of science in civil engineering degree. the board believes mr. o neil's qualifications to serve on the board include his significant contributions to quanta in strategy, mergers and acquisitions and internal audit, his operational and safety leadership service with quanta, including as its president and  ceo , his technical expertise, and his extensive knowledge of the industries quanta serves. has been a member of the board of directors since may 2005. he has been a partner with bayou city partners, a venture capital firm, since 1999. mr. ranck served as ceo of tartan textile services, inc., a healthcare linen services provider, from august 2003 until april 2006. from 1970 until 1999, he held various positions with browning-ferris industries, inc., a provider of waste management services, most recently as ceo and president. mr. ranck served as a director of dynamex inc. from 2002 until february 2011. the board believes mr. ranck's qualifications to serve on the board include his executive management experience, including as ceo of a large public corporation, his extensive acquisition integration experience, and his years of service on boards of other public and private companies. has been a member of the board of directors since december 2012. she served as vice president and general counsel of bj services company, an international oilfield services company, from 1994 to 2010, when it was acquired by baker hughes incorporated. prior to 1994, she was a partner with the law firm of andrews kurth llp. ms. shannon has served on the board of directors of matador resources company, an exploration and production company, since june 2011. in addition, she is active in several not-for-profit organizations in houston. ms. shannon received her juris doctorate cum laude from southern methodist university dedman school of law in 1976 and her bachelor of arts degree from baylor university in 1971. the board believes ms. shannon's qualifications to serve on the board include vast experience in the energy industry, as well as in corporate governance, and her years of service on boards of other public and private companies. has been a member of the board of directors since may 2006. he has served as a principal of wood3 resources, an energy infrastructure developer, since july 2005. from 2001 until july 2005, mr. wood served as  cotb  of the federal energy regulatory commission. from 1995 until 2001, he chaired the public utility commission of texas. prior to 1995, mr. wood was an attorney with baker botts l.l.p., a global law firm, and an associate project engineer with arco indonesia, an oil and gas company, in jakarta. mr. wood has served as a director of sunpower corporation since 2005 and non-executive  cotb  of dynegy, inc. since october 2012. mr. wood previously served as a director of first wind holdings inc. from 2010 to june 2012. mr. wood holds a bachelor of science in civil engineering degree and a j.d. degree. the board believes mr. wood's qualifications to serve on the board include his significant strategic and operational management experience, his unique perspective and extensive knowledge with regard to the regulatory process and policy development at the government level, his years of service as a director of other public and private companies, and his energy infrastructure development expertise. the board has determined that messrs. ball, conaway, disibio, foster, fried, golm, jackman, ranck and wood and ms. shannon have no material relationship with quanta (either directly or as a partner, shareholder or officer of an organization that has a relationship with quanta) and are independent within the meaning of the nyse's corporate governance listing standards. the board has made this determination based in part on its finding that these independent directors meet the categorical standards for director independence set forth in our corporate governance guidelines and in the nyse corporate governance listing standards. our corporate governance guidelines, which include our categorical standards for director independence, are posted on our website at the board has no policy requiring either that the positions of the  cotb  and the ceo be separate or that they be occupied by the same individual. the board believes that this matter should be properly addressed and a determination made from time to time when circumstances warrant. the board believes that this approach provides flexibility to adapt to changing circumstances, enabling the board to fulfill its oversight role and allowing the board to review the manner in which its leadership is configured with a view toward maintaining a structure that best serves quanta and its stockholders. annual meeting. the board considered alternative approaches for board leadership in light of this development, leading to the conclusion that the most effective leadership structure for quanta upon mr. colson's retirement consists of a  cotb  who is independent from management. it is expected that, following the 2013 annual meeting, the board will appoint a new non-executive  cotb , and the role of lead independent director will be phased out. the non-executive  cotb  will assume responsibility for the management, development and effective performance of the board and provide leadership to the board for all aspects of the board's work. the board may modify this structure in the future to ensure that the board leadership structure for quanta remains effective and advances the best interests of our stockholders. the leadership structure of the board during 2012 consisted of a lead independent director paired with an executive  cotb . on march 28, 2013, our executive  cotb  advised the board that he will retire effective as of the 2013 annual meeting. it is expected that, following the 2013 annual meeting, the board will appoint a new non-executive  cotb , and the role of lead independent director will be phased out. as such, the board expects to further review and adjust prospective director compensation to provide appropriate compensation for a non-executive  cotb . for directors, the director's annual cash retainer for board membership (excluding the supplemental cash retainer for committee membership, board leadership or committee  cotb ship) is multiplied by five (5) times; and ",0
1207,1051251,2010,"the board currently combines the role of  cotb  with the role of  ceo , coupled with a lead director position to further strengthen the governance structure. the board believes that this structure is appropriate at this time, given the current  cotb  and  ceo 's extensive experience combined with the presence of outside directors of stature who have a substantive knowledge of the company's business. however, it is the intention of the board to separate these roles in the future if and when a new ceo is appointed, unless the board determines otherwise at such time. ",1
1208,1051470,2018,"since our initial public offering in 1998, the roles of  cotb  of our board and ceo have been served by two different persons at all times. notwithstanding the foregoing, our corporate governance guidelines provide that the board does not maintain a firm policy with respect to the separation of the offices of  cotb  and ceo . the board believes that it is in the best interests of our stockholders for the board to make a determination regarding the separation or combination of these roles each time it elects a new  cotb  or ceo based on the relevant facts and circumstances applicable at such time. ",0
1209,1051741,2012,"the board has determined that, except for mr. koelmel, each member of the board is an independent director within the meaning of the nasdaq corporate governance listing standards and our corporate governance guidelines. mr. koelmel is not considered independent because he is an executive officer of the company. the board has been chaired by an independent director, rather than the  ceo , since 2003. the current chair is mr. bowers. the board believes that this structure helps to delineate the role of the chair in managing the board, which in turn serves in an oversight capacity, from the responsibilities of the ceo in managing the operations of the company, especially in a period of change and growth to help maximize the function and contribution of the board. the board believes that the determination of the appropriate leadership structure is based more on factors such as the composition and dynamics of the board, whether the board is able to fully exercise its independence in whatever structure is chosen, there being an experienced director with the time available to assume the role of the chair and the particular needs of the company at any given time, as opposed to criteria such as size of the company or the nature of its business. ",0
1210,1053374,2015,the board of directors has determined that having an independent director serve as  cotb  is in the best interest of stockholders at this time. this structure has been particularly useful given the strategic initiatives undertaken by ipass to turnaround our business. the structure ensures a greater role for the independent directors in the oversight of ipass and active participation of the independent directors in setting agendas and establishing priorities and procedures for the work of the board of directors. the board of directors believes this leadership structure also is preferred by a significant number of our stockholders.,0
1211,1053507,2011,"we believe that having a single  cotb  and ceo with a strong lead director, complemented by an independent board of directors, has provided the appropriate balance and has helped contribute to our pursuit of sound corporate governance. the current board leadership structure offers directional clarity and allows our board to operate more effectively and efficiently by focusing on the shared interests of the company. this leadership structure promotes effective communication between the board and management, which directly benefits our stockholders and other stakeholders. the board's role in risk oversight of the company complements the company's leadership structure, with senior management having responsibility for assessing and managing our risk exposure, and the board and its committees providing oversight in connection with those efforts. we believe this division of responsibility is an effective approach to addressing the risks facing the company and supports our current board leadership structure, as it allows our independent directors to evaluate the company's risks and policies for risk management and assessment through fully independent board committees, with ultimate oversight by the full board as led by our  cotb  and ceo and independent lead director. in addition to our annual performance bonus awards, we periodically award our employees, including our executive officers, discretionary bonus awards. discretionary bonuses to our executive officers generally relate to specific achievements or accomplishments that are separate from, or above and beyond, an executive's goals and objectives for the year, and if awarded, are based on the recommendation of the ceo and subject to review and approval by the committee. during 2010, we did not award any discretionary bonuses to our executives outside of the annual performance bonus awards. ",1
1212,1053650,2010,". we recognize that different board leadership structures may be appropriate for companies in different situations and believe that no one structure is suitable for all companies. in order to permit maximum flexibility, our board does not have a policy on whether the roles of the CEO and cotb should be separate and, if they ever are to be separate, whether the cotb should be selected from the non-employee directors or be an employee. our company is led by joseph l. von rosenberg iii, who serves as our cotb and our CEO . this approach is commonly utilized by other public companies in the united states and we believe it has been effective for our company as well. mr. von rosenberg has been president and CEO and a director of the company since july 1997 and cotb since november 2006. in 2006, the board concluded that the CEO should also serve as cotb because of mr. von rosenberg's extensive knowledge of the company and our industry, leadership experience, and dedication to working closely with other members of our board. mr. von rosenberg's first-hand knowledge as president and CEO facilitates the board decision-making process because he chairs the board meetings where the board discusses strategic and business issues. as a result, we have a single leader for our company, with mr. von rosenberg seen by our customers, business partners, investors and the other stakeholders as providing strong leadership for our company, in our community and in our industry. because the positions of cotb and CEO are held by the same person, the board believes that independent board leadership is important and that it is appropriate to elect an independent director to serve as a presiding director. the presiding director has the responsibility to (1) preside at all meetings of the independent directors; (2) coordinate with the cotb and CEO in establishing the annual agenda and topic items for board meetings; (3) retain independent advisors on behalf of the board as the board may determine is necessary or appropriate; and (4) perform such other functions as the independent directors may designate from time to time. dr. allee currently serves as the presiding director. our board is currently comprised of six independent directors and one employee director. we believe that the members of our board and the four standing board committees provide appropriate oversight for our company. in this regard, the audit committee oversees the accounting and financial reporting processes, as well as risk and compliance matters. the compensation committee oversees the annual compensation and performance of our CEO and other company officers. the corporate governance and nominating committee monitors matters such as the composition of the board and its committees, board performance and best practices in corporate governance. the scientific committee oversees ongoing scientific research which affects our business and research and development programs. each committee is led by a chairperson other than the cotb and CEO . we believe this framework strikes a sound balance with appropriate oversight. our board conducts an annual evaluation in order to determine whether it and its committees are functioning effectively. as part of this annual self-evaluation, the board evaluates whether the current leadership structure continues to be optimal for the company and its stockholders. our corporate governance guidelines provide the flexibility for our board to modify or continue our leadership structure in the future, as it deems appropriate.",0
1213,1053650,2012,"we recognize that different board leadership structures may be appropriate for companies in different situations and believe that no one structure is suitable for all companies. in order to permit maximum flexibility, our board does not have a policy on whether the roles of the ceo and  cotb  should be separate and whether the  cotb  should be selected from the non-employee directors or be an employee. joseph l. von rosenberg iii has been a director of the company since july 1997 and the  cotb  since november 2006. mr. von rosenberg was formerly the president and ceo of the company from july 1997 until his retirement from the positions of president and ceo on december 31, 2011. mr. von rosenberg has extensive knowledge of the company and our industry is dedicated to working closely with other members of our board. mr. von rosenberg's first-hand knowledge facilitates the board decision-making process because he chairs the board meetings where the board discusses strategic and business issues. the board believes that independent board leadership is important and that it is appropriate to elect an independent director to serve as a presiding director. the presiding director has the responsibility to (1) preside at all meetings of the independent directors; (2) coordinate with the  cotb  and ceo in establishing the annual agenda and topic items for board meetings; (3) retain independent advisors on behalf of the board as the board may determine is necessary or appropriate; and (4) perform such other functions as the independent directors may designate from time to time. dr. allee currently serves as the presiding director. our board is currently comprised of eight independent directors and one employee director. we believe that the members of our board and the four standing board committees provide appropriate oversight for our company. in this regard, the audit committee oversees the accounting and financial reporting processes, as well as risk and compliance matters. the compensation committee oversees the annual compensation and performance evaluation of our ceo and other company officers. the corporate governance and nominating committee monitors matters such as the composition of the board and its committees, board performance and best practices in corporate governance. the scientific committee oversees ongoing scientific research which affects our business and research and development programs. each committee is led by a chairperson other than the  cotb . we believe this framework strikes a sound balance with appropriate oversight. our board conducts an annual evaluation in order to determine whether it and its committees are functioning effectively. as part of this annual self-evaluation, the board evaluates whether the current leadership structure continues to be optimal for the company and its stockholders. our corporate governance guidelines provide the flexibility for our board to modify or continue our leadership structure in the future, as it deems appropriate.",0
1214,1054374,2012,"mr. major has served with distinction as our independent chairman of the board and our lead independent director since may 2008. he has played an instrumental role in leading the board during a period of significant company growth, challenges and management transition. the board benefits from mr. major's leadership experience as a technology industry veteran, significant public company board experience and intimate familiarity with our history and business. the board believes its leadership structure would be further strengthened by re-appointing dr. samueli to serve as chairman and having mr. major continuing to serve as lead independent director. dr. samueli, our co-founder, served as chairman of the board from may 2003 until may 2008 and prior to that, as co-chairman of the board. the board believes re-appointing dr. samueli to the role of chairman will be valuable to both the board and the shareholders in light of various considerations, including his advanced engineering and leadership experience, which includes more than 30 years in the fields of communications systems and digital signal processing, his recognized status as a pioneer, leader and visionary within the semiconductor industry, his unique and deep understanding of broadcom's operations, and his instrumental role in driving broadcom's growth from a start-up enterprise to a fortune 500 company. ",0
1215,1054374,2013,"our governance documents provide the board with flexibility to select the appropriate leadership structure depending on then current circumstances. in making leadership structure determinations, the board considers many factors, including the specific needs of the business and what is in the best interests of our shareholders. pursuant to our corporate governance guidelines, if the board appoints a  cotb  that is an independent director, the  cotb  also serves as our lead independent director. if the  cotb  is not an independent director, one of the independent directors is designated by a majority of the independent directors to be the lead independent director, with the responsibilities set forth below. generally, service as lead independent director is limited to a term not to exceed five consecutive years. mr. major currently serves as our lead independent director and dr. samueli currently serves as  cotb . the board believes that its current leadership structure with dr. samueli as  cotb  and mr. major as lead independent director provides an appropriate balance between strong leadership, appropriate safeguards and oversight by non-employee directors. the board benefits from mr. major's leadership experience as a technology industry veteran, significant public company board experience and intimate familiarity with our history and business. additionally, the board believes dr. samueli's service as  cotb  is valuable to both the board and the shareholders in light of various considerations, including his advanced engineering and leadership experience, which includes more than 30 years in the fields of communications systems and digital signal processing, his recognized status as a pioneer, leader and visionary within the semiconductor industry, his unique and deep understanding of broadcom's operations, and his instrumental role in driving broadcom's growth from a start-up enterprise to a fortune 500 mr. major has served as lead independent director for over four years, including four years as  cotb . it is anticipated that a new lead independent director will be appointed next year. under our bylaws, the  cotb  presides over meetings of the board and shareholders and exercises and performs certain other powers and duties designated in the bylaws and as may be assigned by the board. pursuant to our corporate governance guidelines, the lead independent director is responsible for: assessing the quality, quantity, and timeliness of the flow of information from management that is necessary for the independent directors to effectively and responsibly perform their duties, and although management is responsible for the preparation of materials for the board, the lead independent director may specifically request the inclusion of certain material; confirming that the nominating & corporate governance committee oversees compliance with and implementation of our corporate governance policies and confirming that the chair of the nominating & corporate governance committee oversees the process to recommend revisions to our corporate governance policies; coordinating and moderating executive sessions of the board's independent directors, and acting as principal liaison between the independent directors and our  ceo , or if different from the lead independent director, the  cotb  on sensitive issues; and if desired, making recommendations regarding the composition and chairpersons of board committees.",0
1216,1054833,2010,"the board currently combines the roles of  cotb  and  ceo . considering the company's strong performance over extended periods under mr. wise's leadership, the board believes that it benefits from mr. wise's services in both roles. the board also maintains an independent lead director. elizabeth e. tallett currently serves as our lead director. the lead director provides leadership to the board to ensure it operates in an independent, cohesive manner. in addition to working in conjunction with the  cotb  to establish the agenda for each meeting, the lead director presides over executive sessions attended by only independent directors; presides over meetings in the event of the  cotb 's unavailability; communicates to the  cotb  the substance of discussions held during executive sessions; serves as a liaison between the  cotb  and the board's independent directors on sensitive issues; approves materials sent to the board; speaks on behalf of the board and the company as directed by the board when the  cotb  is unable to do so; remains available to receive direct communications from stockholders, employees, regulatory agencies, etc. through board approved procedures; and performs such other responsibilities as the board may periodically consider to be appropriate. we believe it is important to have an independent lead director to establish a system of checks and balances between the independent directors of the board and mr. wise. our corporate governance guidelines set forth in greater detail the lead director's responsibilities. our corporate governance guidelines are available under corporate governance accessible through the investor relations link on the company's website at",1
1217,1054833,2010,"the board currently combines the roles of chairman of the board and chief executive officer. considering the company's strong performance over extended periods under mr. wise's leadership, the board believes that it benefits from mr. wise's services in both roles. the board also maintains an independent lead director. elizabeth e. tallett currently serves as our lead director. the lead director provides leadership to the board to ensure it operates in an independent, cohesive manner. in addition to working in conjunction with the chairman to establish the agenda for each meeting, the lead director presides over executive sessions attended by only independent directors; presides over meetings in the event of the chairman's unavailability; communicates to the chairman the substance of discussions held during executive sessions; serves as a liaison between the chairman and the board's independent directors on sensitive issues; approves materials sent to the board; speaks on behalf of the board and the company as directed by the board when the chairman is unable to do so; remains available to receive direct communications from stockholders, employees, regulatory agencies, etc. through board approved procedures; and performs such other responsibilities as the board may periodically consider to be appropriate. we believe it is important to have an independent lead director to establish a system of checks and balances between the independent directors of the board and mr. wise. our corporate governance guidelines set forth in greater detail the lead director's responsibilities. our corporate governance guidelines are available under ""corporate governance"" accessible through the ""investor relations"" link on the company's website at www.coventryhealthcare.com.",1
1218,1055726,2010,"our board currently separates the roles of ceo and  cotb  in recognition of the differences between the two roles. our ceo is responsible for setting the strategic direction for our company and the day to day leadership and performance of our company, while the  cotb  provides guidance to the ceo and sets the agenda for board meetings and presides over meetings of the full board. however, our board believes it should be able to freely select the  cotb  based on criteria that it deems to be in the best interests of our company and our stockholders, and therefore one person may, in the future, serve as both our ceo and  cotb . the functions of the board are carried out by the full board and, when delegated, by the board committees. each director is a full and equal participant in the major strategic and policy decisions of our company. avtar dhillon(3) j. joseph kim(4) simon x. benito(5) morton collins(6) david j. williams(7) keith h. wells(8) tee khiang ng(9) peter d. kies(10) kevin w. rassas(11) niranjan y. sardesai(12) all executive officers and directors as a group (10 persons) less than 1% this table is based upon information supplied by officers, directors and principal stockholders. except as shown otherwise in the table, the address of each stockholder listed is in care of inovio at 1787 sentry parkway west, building 18, suite 400, blue bell, pennsylvania 19422. except as otherwise indicated in the footnotes of this table and pursuant to applicable community property laws, the persons named in the table have sole voting and investment power with respect to all shares of common stock. beneficial ownership is determined in accordance with the rules of the sec and generally includes voting or investment power with respect to securities. includes 1,224,996 shares of common stock issuable pursuant to options exercisable within 60 days of april 9, 2010. includes 1,324,620 shares underlying warrants that are exercisable within 60 days of april 9, 2010 and 1,870,993 shares issuable pursuant to options exercisable within 60 days of april 9, 2010. includes 110,022 shares of common stock issuable pursuant to options that are exercisable within 60 days of april 9, 2010. includes 18,772 shares of common stock issuable pursuant to options exercisable within 60 days of april 9, 2010. includes 18,772 shares of common stock issuable pursuant to options exercisable within 60 days of april 9, 2010. includes 18,772 shares of common stock issuable pursuant to options exercisable within 60 days of april 9, 2010. includes 48,772 shares of common stock issuable pursuant to options that are exercisable within 60 days of april 9, 2010, and 1,893,004 shares of common stock and 1,260,222 warrants to purchase common stock over which mr. ng exercises voting and investment control as a shareholder and/or director of the funds which hold such shares of record. includes 363,125 shares of common stock issuable pursuant to options exercisable within 60 days of april 9, 2010. includes 223,143 shares of common stock stock issuable pursuant to options exercisable within 60 days of april 9, 2010. includes 238,054 shares of common stock issuable pursuant to options that are exercisable within 60 days of april 9, 2010.",0
1219,1056288,2013,"since 1998, the roles of chairman and chief executive officer have been held separately. mr. john f. donahue serves as chairman and mr. j. christopher donahue serves as chief executive officer. the board does not have a policy with respect to whether the chairman should be an independent director, an affiliated director or a member of company management. the company's policy as to whether the role of chief executive officer and chairman should be separate is to adopt the practice that best serves the company's and shareholders interests at any particular time. currently, the company believes the separation of the roles of chairman and chief executive officer best serves the shareholders interests as the chairman, john f. donahue, provides guidance to the chief executive officer, leads the board, and brings a wealth of business, industry and management experience as a co-founder of the company, while the chief executive officer, mr. j. christopher donahue, is best suited to oversee the overall strategic management of the company and communicate the same to the board. additionally, the board has currently designated mr. david m. kelly to chair all executive sessions of the independent directors and serve as a liaison between the independent directors and management. the board believes this leadership structure is appropriate because it effectively allocates authority, responsibility and oversight between management and the non-management directors.",0
1220,1056358,2010,"meetings of our board of directors are presided over by the  cotb , currently, mr. fredrick. our bylaws do not require that the  cotb  be independent of the company. however, the board of directors believes in the separation of the  cotb  and ceo roles. therefore, these positions have been separated. most important among the considerations was that the separation of the  cotb  and ceo positions allowed our co- ceo 's to focus on operational issues and the  cotb  to focus on governance and other related issues. each member of our board of directors is sophisticated and has significant business experience. in addition, we believe that the effectiveness of the board of directors is enhanced by having a separate  cotb  and ceo position. it is management's responsibility to manage risk and bring to the board of directors attention any material risks facing the company. our board of directors as a whole and through its committees, regularly reviews various areas of significant risk, and advises and directs management on the scope and implementation of policies, strategic initiatives and other actions designed to mitigate various types of risks. specific examples of risks primarily overseen by the full board of directors include competition risks, industry risks, economic risks, liquidity risks, business operations risks, regulatory risks and risks posed by significant litigation matters. our audit committee regularly discusses with management and th e independent auditors significant financial risk exposures and the processes management has implemented to monitor, control and report such exposures. specific examples of risks primarily overseen by the audit committee include risks related to the preparation of the company's financial statements, disclosure controls and procedures, internal controls and procedures required by the sarbanes-oxley act, accounting, financial and auditing risks, matters reported to the audit committee through the internal audit department and through anonymous reporting procedures.",0
1221,1056903,2019,"the board of directors has determined that mr. ross and seven of the other members of the board are independent directors of the company. the board believes that this leadership structure, in which the chair is an independent director acting as the lead director, ensures a greater role for the other independent directors in the oversight of the company and active participation of the independent directors in setting agendas and establishing priorities and procedures for the board. the board further believes that this leadership structure is preferred by a significant number of our shareholders. the board has used this leadership structure since the formation of the company as a holding company in 1998. ",0
1222,1056943,2014,", age 50, has been a director of peoples financial services corp. and peoples security bank and trust company since 2003. he has been a certified public accountant with the firm of lochen & chase pc since 1995. he was the former president/ ceo  of peoples and peoples security bank and trust company and former chief administrative officer of peoples and peoples security bank and trust company. the board has determined that mr. lochen is qualified to be on the board due to his knowledge of auditing publicly-traded financial institutions that he gained during his career as a cpa, which included assisting in preparation of annual and quarterly filings with the sec. he also brings executive leadership experience and understanding of the operations of peoples gained from his serving as ceo of peoples and peoples security bank and trust company for four years. , age 68, has been a director of peoples financial services corp. and peoples security bank and trust company since 2010. he is  cotb  and ceo of community foundation of the endless mountains (formerly known as community foundation of susquehanna and wyoming counties), a position he has held since 2005, and has served as president and ceo of mountain resource partners, inc. (formerly montrose publishing company, inc.) for approximately 30 years. the board has determined that mr. wootton is qualified to be on the board due to his executive management skills acquired through being ceo of a printing company for 30 years. he also brings experience gained through being a previous director of a national bank for 18 years, and being the founder and  cotb  of a community foundation. , age 50, has been a director of peoples financial services corp. and peoples security bank and trust company since 2006 and  cotb  since 2008. he has been president and ceo of gertrude hawk chocolates since 2003. the board has determined that mr. aubrey is qualified to be on the board due to his executive management experience gained by being president of two companies. he also brings knowledge gained by serving on several community boards, holds an mba and is licensed as a cpa.the board of directors of the company has determined that the separation of the offices of  cotb  and ceo enhances board independence and oversight. moreover, the separation of the  cotb  and ceo allows the ceo to better focus on his responsibilities relating to day-to-day management of the company, enhancing shareholder value and expanding and strengthening the company's franchise while allowing the  cotb  to lead the board in its fundamental role of providing advice to and independent oversight of management. consistent with this determination, william e. aubrey ii serves as  cotb  of the company and craig w. best serves as ceo and president of the company. ",0
1223,1057058,2012,"the board of directors has considered this proposal and concluded that its adoption is unnecessary and not in the best interests of our stockholders. if a simple majority vote standard were adopted, and only 50.1 percent of the shares are present at a stockholders meeting, a minority of stockholders representing as little as 25.1 percent of the outstanding voting power of the company could approve corporate changes that may be damaging to the long-term interest of the majority of company stockholders. the board of directors believes that the more meaningful supermajority voting requirements are appropriate for issues that would have a long-lasting effect on the company. the board of directors is subject to fiduciary duties under the law to act in a manner that it believes to be in the best interests of the company and its stockholders. stockholders, on the other hand, do not have the same fiduciary duties as the directors. as a result, a group of short-term stockholders may act in their own self-interest to the detriment of other stockholders. accordingly, the board of directors believes that our supermajority voting standards are necessary to safeguard the long-term interests of the company and all its stockholders. the board believes that the company and its stockholders are best served by having ronald j. mittelstaedt, our current  ceo , also continue to serve as our  cotb . the board feels that combining the positions of  cotb  and ceo encourages unified leadership for the company and allows the board believes an independent  cotb  is unnecessary for waste connections to ensure independent oversight, objective evaluation and accountability of management. apart from mr. mittelstaedt, our board consists of strong and independent directors who bring important knowledge and experience in managing public companies and with respect to financial matters and who effectively perform their oversight, evaluation and management accountability functions. as noted above under corporate governance and board matters direct independence; lead independent director, mr. harlan currently serves as our lead independent director. among his many duties, our lead independent director: we believe that this proposal, if adopted, would deprive the board of the flexibility it currently enjoys to constitute the leadership of waste connections in the manner it believes most effectively serves the interests of the company and its stockholders. our existing leadership structure allows the board, using its collective business judgment, to select a  cotb  who possesses the knowledge of waste connections and our industry and who has the necessary commitment and skill to effectively guide us in both difficult and positive economic times, regardless of whether that person is an independent director. in sum, the board believes that waste connections and its stockholders have been and continue to be well served by mr. mittelstaedt's leadership as  cotb . our current leadership model, when combined with the current composition of the board and the other elements of our governance structure, strikes an appropriate balance between strong and consistent leadership and independent and effective oversight of waste connections business and affairs. ",1
1224,1057689,2011,"when voting on the election of director nominees to serve until the 2013 annual meeting of stockholders and until their successors are elected, you may: vote in favor of all nominees; withhold votes as to all nominees; or withhold votes as to one or more specific nominees. a nominee is elected to the board if a plurality of votes cast in the election of directors is cast for the nominee. any votes withheld will not be counted in determining the number of votes cast and, therefore, will have no effect on the outcome of the proposal. in the event that any nominee for director is unavailable for election, the board may either reduce the number of directors or choose a substitute nominee. if the board chooses a substitute nominee, the shares represented by a proxy will be voted for the substitute nominee, unless other instructions are given in the proxy. the board recommends that the stockholders vote for all of the nominees. paul h. mcdowell currently serves as the  cotb  and  ceo . the board does not have a policy as to whether the  cotb  should be a non-management director or a member of management. instead, the board selects its  cotb  in the manner it determines to be in the best interest of the company's stockholders. when the  cotb  is a member of company management, the board also selects an independent director to act as the lead independent director of the board. since its initial public offering, the company has had a separate non-employee  cotb  and ceo from march 2004 through december 2007, and a combined  cotb  and ceo from december 2007 to the present. the board believes that its current leadership structure, with mr. mcdowell serving as both ceo and  cotb , is appropriate given mr. mcdowell's past experience serving in these roles, the efficiencies of having the ceo also serve in the role of  cotb  and the company's strong corporate governance structure. the company's lead independent director is currently howard a. silver. as lead independent director, mr. silver's duties include: presiding over executive sessions of the non-management directors; calling meetings of the non-management directors as he deems necessary; serving as liaison between the ceo and the non-management directors; advising the ceo of the board's informational needs; being available for communication by stockholders; and leading the board in anticipating and responding to crises. the lead independent director is invited to attend all meetings of committees of the board of which he or she is not a member. during 2011, our non-management directors met in executive session four times. during the meetings of the non-management directors, the lead independent director has the power to lead the meeting and set the agenda, but all non-management directors are encouraged to and do suggest topics for discussion.",1
1225,1057758,2012," the proposal because our board believes the current structure of our board is optimally functional and that the board itself is uniquely positioned to determine its best leadership structure going forward and should retain the flexibility to do so. further, our board is composed of a super-majority of independent directors, all of our board committees are chaired by independent directors and we have established an independent lead director position to enhance the independent functioning of our board. the nominating and governance committee is composed of messrs. hays and attorri, who serves as  cotb . its members must be independent directors as defined under applicable nasdaq rules, and both members satisfy that definition. the nominating and governance committee identifies individuals qualified to become board members, annually reviews the independence and qualification of incumbent board members, recommends the director nominees to be considered for election by the stockholders or election by the board to fill vacancies or newly created directorships and nominates board committee members and chairs for approval by the full board. the nominating and governance committee also reviews the board committee structure and makes recommendations regarding corporate governance matters, including policies regarding director selection criteria, board leadership structure, board meeting agendas, say-on-pay frequency, stockholder proposals, stockholder communications with the board, board evaluations and stockholder nominations of board candidates. specifically: our nominating and governance committee and the full board reviews and analyzes our board leadership structure at least annually and has concluded that the current structure serves the company well and that the separation of the  cotb  and ceo functions would not be in the company's best interests or the best interests of our stockholders. our board believes that our ceo is best suited to serve as  cotb  for the following reasons: the board believes that ms. herda is highly effective as  cotb  because she is most familiar with our business, strategy and operations and is therefore in the best position to identify priorities for our board, oversee the assembly of background materials and preside at board meetings; in january 2012, in response to current governance trends and to enhance the board's independence, the board decided to establish the position of lead director, who would be appointed for a minimum one year term if the position of  cotb  is held by the  ceo . the board believes that the establishment of the lead director position further supports the current board leadership structure. the lead director has the following duties and powers: our nominating and governance committee and full board continually reviews and analyzes our board leadership structure and has repeatedly concluded that the separation of the  cotb  and ceo functions would not be in our best interests or the best interests of our stockholders for the following reasons: our board has established a new lead director position in response to current governance trends as described under board and governance information board leadership structure. the board has determined that the lead director position: our board as presently composed and structured has been high functioning, highly effective and has served our stockholders well. our board believes that adoption of a policy requiring the election of an independent  cotb  would unnecessarily encumber our board's functions, would not enhance the board's independence or its effectiveness and therefore is not in the best interests of our stockholders. ",1
1226,1058290,2012,"the board evaluates its leadership structure and role in risk oversight on an ongoing basis. since december 2003, the company's board leadership structure has separated the chairman of the board and chief executive officer roles into two positions. currently, john e. klein is the chairman of the board and francisco d souza is the chief executive officer. the board determines what leadership structure it deems appropriate based on factors such as the experience of the applicable individuals, the current business environment of the company or other relevant factors. after considering these factors, the board determined that continuing to separate the positions of chairman of the board and chief executive officer is the appropriate board leadership structure at this time. ",0
1227,1058444,2011,"board leadership structure and role in risk oversight the company's corporate governance guidelines establish a general principle that the  COTB  and the CEO roles be occupied by different individuals. when mr. ousley was serving in an interim capacity, the corporate governance committee concluded at its february 25, 2010 meeting that the benefit to the company of continuity in the cotb position during the management transition period following the former ceo's departure outweighed any related disadvantage and had aided the board's oversight of management. in considering mr. ousley's appointment as  CEO , the board considered whether mr. ousley should continue as  COTB  in addition to his service as  CEO . the board noted that there are no prohibitions in nasdaq or sec rules against combining the CEO and chair roles. the board acknowledged that, in this case, it makes sense to combine the roles since mr. ousley has served as chair since 2006 and as interim CEO for several months, and he understands the board's expectations and its functioning. the board noted that it is pleased with mr. ousley's performance in both roles, and he has demonstrated a unique perspective and ability to communicate with the board and management. the board therefore concluded that it is appropriate for mr. ousley to serve as both  COTB  and  CEO . in connection with its determination that it is appropriate for mr. ousley to serve as both  COTB  and  CEO , the board amended its corporate governance guidelines to provide that if the positions of  COTB  and CEO are held by the same person, then the board will elect a lead independent director to serve in accordance with a charter adopted by the board of directors. in accordance with the revised corporate governance guidelines, the board appointed dr. pellow as lead independent director and adopted a related charter on march 8, 2010. as lead independent director, dr. pellow's responsibilities include presiding at executive sessions of the independent directors, calling meetings of the independent directors, approving meeting agendas and meeting schedules, approving the quality, quantity and timeliness of information sent to the board, serving as the principal liaison between the independent directors and the  COTB , and such other duties and responsibilities as the board of directors may determine. a more detailed description of the roles and responsibilities of the lead independent director is available on our website. the board of directors retains ultimate responsibility for the oversight of risk. under the current audit committee charter, the audit committee is charged with assisting the board of directors with its oversight of the risk management function and meeting periodically with management, internal audit staff and the independent auditor to review the company's major financial, significant compliance and significant operating risks and the risk mitigation programs for significant risk that management has put in place to monitor and control such risks. the vice president-internal audit reports directly to the audit committee on matters of risk (with a dotted line to our chief financial officer) and thus helps the audit committee fulfill its responsibilities to the board under its charter. in addition, the chief financial officer, with day-to-day risk management responsibilities, reports to the  CEO , with access to the audit committee or board as needed. ",0
1228,1058690,2013,"based upon the structure that we believe best serves the interests of the company and its shareholders, the board determines whether the role of the  cotb  and the ceo should be held by one individual or should be separated. currently, the  cotb  is an independent director.",0
1229,1059262,2013," pursuant to our by-laws, we have appointed a  cotb  to preside at all meetings of the stockholders and of our board, see that orders and resolutions of our board are carried into effect and to perform such other duties as our board from time to time prescribes. in addition, pursuant to our by-laws, we have appointed a ceo who serves as our principal executive officer and, in general, supervises and controls all of our business and affairs, unless otherwise provided by our board. the positions of  cotb  and the principal executive officer are two different individuals: robert s. roath, an independent director, serves as the  cotb , and james a. wilhelm serves as the  ceo . we believe that separate individuals in these two positions promote better corporate governance and more effective oversight of the principal executive officer by our board. ",0
1230,1059272,2013,"mr. mashouf served as both  cotb  and ceo through december 2012. this dual role was beneficial to the company and appropriate given mr. mashouf's extensive experience in the industry and unsurpassed knowledge of our company culture and bebe's customers. in order to further strengthen the governance structure, we established a lead independent director in 2009, and appointed ms. cohen to that position. in january 2013, mr. birkhold succeeded mr. mashouf as our ceo and also joined the board of directors. mr. mashouf continues to serve on our board of directors as non-executive  cotb . the board of directors believes that its flexible board leadership structure, which may be varied to address the company's needs at any point in time, including by separating or combining the ceo and  cotb  roles, best meets the company's needs. the board of directors believes that its current leadership structure provides an effective and appropriate balance among specific knowledge and experience, strategy development, day-to-day operational execution, and independent and effective oversight of management and our business affairs. ",0
1231,1059324,2011," section 162(m) of the code limits the deductibility of compensation in excess of $1 million paid to our ceo and our four other highest-paid executive officers unless the compensation is performance-based as determined by applying certain specific and detailed criteria. we believe that it is often desirable and in our best interests to deduct compensation payable to our executive officers. however, we also believe that there are circumstances where our interests are best served by maintaining flexibility in the way compensation is provided, even if it might result in the non-deductibility of certain compensation under the code. in this regard, we consider the anticipated tax treatment to our company and our executive officers in the review and establishment of compensation programs and payments; however, we may from time to time pay compensation to our executives that may not be deductible, including discretionary bonuses or other types of compensation outside of our plans. our board of directors has determined that an annual advisory vote on executive compensation will establish a routine procedure to allow our stockholders to provide direct input on our executive compensation philosophy, policies and practices. although we believe our compensation program and philosophy is straightforward and does not materially change from year to year, the board believes that an annual vote is consistent with institutional stockholder and advisory firm recommendations. our board currently combines the role of  cotb  with the role of ceo (' ceo  '), and maintains a separate empowered lead independent director position to further strengthen our governance structure. our board believes this provides an efficient and effective leadership model for the company. combining the  cotb  and ceo roles fosters clear accountability, effective decision-making and alignment on corporate strategy while reducing the potential for fractured leadership that can undermine successful implementation of policy. ",1
1232,1059556,2011,"the board believes that the company and its stockholders are best served at this time by a leadership structure in which a single person serves as chairman and chief executive officer and the board has a lead independent director. currently, mr. mcdaniel serves as chairman of the board and chief executive officer and dr. mckinnell serves as the lead independent director. combining the roles of chairman and chief executive officer makes clear that the person serving in these roles has primary responsibility for managing the company's business, under the oversight and review of the board. under this structure, the chairman and chief executive officer presides over board meetings where the board discusses strategic and business issues. the board believes that this approach makes sense because the chief executive officer is the individual with primary responsibility for directing the work of other officers and leading implementation of the company's strategic plans as approved by the board. this structure results in a single leader being directly accountable to the board and through the board, to stockholders, and enables the chief executive officer to act as the key link between the board and other members of management. in addition, mr. mcdaniel is most familiar with the company's business and the unique challenges that the company faces in the current environment and therefore is best situated to lead board discussions on important matters affecting the company at this time. because the board also believes that strong, independent board leadership is a critical aspect of effective corporate governance, the board has established the position of lead independent director. the lead independent director is an independent director elected annually by the independent directors. dr. mckinnell currently serves as the lead independent director. the lead independent director's responsibilities and authority include: presiding at meetings of the board at which the chairman and chief executive officer is not present, including executive sessions of the independent directors; setting the agenda for executive sessions; advising on the flow of information sent to the board, and reviewing the agenda, materials and schedule for board meetings; serving as the principal liaison on board- wide issues between the independent directors and the chairman and chief executive officer; and being available for consultation and communication with major stockholders as appropriate. the lead independent director also has the authority to call executive sessions of the independent directors. the board believes that a single leader serving as chairman and chief executive officer, together with a lead independent director, is the most appropriate leadership structure for the board at this time. however, the company's corporate governance principles permit the roles of chairman and chief executive officer to be filled by the same or different individuals. this allows the board flexibility to determine whether the two roles should be separated in the future based upon the company's needs and the board's assessment of the company's leadership from time to time. the board reviews the structure of the board and company leadership as part of the succession planning process. the board and the governance and compensation committee review succession planning annually in conjunction with the board's review of strategic planning.",1
1233,1059562,2010,"the board of directors is committed to effective and independent oversight of management and effective corporate governance. the board leadership structure promotes effective governance through an independent  cotb  and a separate designated lead director of the board as well as through committee composition and structure. the board believes that strong, independent leadership and oversight of management are the best means of achieving an effective board of directors. accordingly, our leadership structure separates the roles of the ceo from those of the  cotb  and a separate lead director, both independent directors. the primary role of our  cotb  is to preside at all meetings of the board at which the  cotb  is physically present. in his/her absence, the lead director presides at board meetings. it is the role of the director to approve the agenda for all board meetings and to set the agenda for and leads sessions of the independent directors. the lead director has the authority to call executiv e sessions of the independent directors and serves as liaison between the independent directors and the  ceo . ",0
1234,1059790,2010,"board leadership structure and role in risk oversight our board evaluates its leadership structure and role in risk oversight on an ongoing basis. since january 2001, our leadership structure has combined the  COTB , president and CEO roles into one position. currently, dr. plachetka, our co-founder, serves as  COTB , president and CEO of our company. since 2004, our board has also designated a lead independent director who acts as the leader of the independent directors of the board and as chairperson of the executive sessions of our independent directors, serves as a non-exclusive intermediary between the independent directors and management, including our  COTB , president and  CEO , provides input to the  COTB  in planning agendas for board meetings and facilitates discussions among the independent directors as appropriate between board meetings. currently, mr. lee serves as our lead independent director. our board determines what leadership structure it deems appropriate based on factors such as the experience of the applicable individuals, the current business environment of the company, the current stage of development and commercialization of our products and product candidates and other relevant factors. after considering these factors, our board has determined that the combined roles of  COTB , president and  CEO , along with a lead independent director, is an appropriate board leadership structure for our company at this time. the board is also responsible for oversight of our risk management practices, while management is responsible for the day-to-day risk management processes. this division of responsibilities is the most effective approach for addressing the risks facing the company, and the company's board leadership structure supports this approach. through our  COTB , president and  CEO , and other members of management, the board receives periodic reports regarding the risks facing the company. in addition, the audit committee assists the board in its oversight role by receiving periodic reports regarding our risk and control environment. ",0
1235,1060523,2013,"we have combined the positions of  cotb  and  ceo . we believe this structure is appropriate for our organization for several reasons. first, having a combined  cotb  and ceo allows for the necessary oversight by the board of directors of the company's various risks. we operate in the banking industry, which is impacted heavily by credit risk, market risk, interest rate risk, investment risk, liquidity risk, fiduciary risk and reputational risk. each of these types of risks are managed on a regular basis, and most times daily. the  cotb  and ceo participates in various internal risk committees to provide guidance and leadership through certain risks that the company faces. in addition, our  cotb  and ceo has over 40 years experience in the banking industry, in particular the washington, d.c. area. since joining cardinal in 2001, mr. clineburg successfully executed a turnaround, and his vision and leadership have been instrumental in the strong performance of the organization despite challenging economic conditions. in addition, we have a lead director to provide independent oversight over the board of directors. our lead director, mr. dewberry, is responsible for leading the meetings of the independent directors. in conjunction with the nominating committee, he is charged with managing the nominations process for the board of directors. in addition, our lead director is responsible for chairing the meetings of the board of directors at times when our  cotb  and ceo is not available to do so, or when there may be a potential conflict of interest. he also serves as a non-exclusive conduit to the  cotb  and ceo of the views and concerns of the independent directors.",1
1236,1060990,2010," quicksilver separates the roles of ceo and  cotb  in recognition of the distinct contributions of these positions. the ceo is responsible for the day-to-day leadership, management direction and performance of the company, while the  cotb  is responsible for determining growth opportunities, and together with the  ceo , is responsible for the strategic direction of quicksilver and presides over meetings of the full board.",0
1237,1061027,2013,"the board is currently chaired by dr. young, sunesis former executive  cotb . dr. young, or the board  cotb , has authority, among other things, to call and preside over board meetings, to set meeting agendas and to determine materials to be distributed to the board. accordingly, the board  cotb  has substantial ability to shape the work of the board. we believe that separation of the positions of board  cotb  and ceo reinforces the independence of the board in its oversight of our business and affairs. in addition, we believe that such separation creates an environment that is more conducive to objective evaluation and oversight of management's performance, increasing management accountability and improving the ability of the board to monitor whether management's actions are in the best interests of sunesis and its stockholders. as a result, we believe that having a board  cotb  separate from the ceo can enhance the effectiveness of the board as a whole. in addition, dr. young's previous position as executive  cotb  helps ensure that the board and management act with a common purpose. in our view, having a board  cotb  far removed from management has the potential to give rise to divided leadership, which could interfere with good decision making or weaken our ability to develop and implement strategy. instead, we believe that dr. young's former management position makes him best positioned to act as a bridge between management and the board, facilitating the regular flow of information and implementation of our strategic initiatives and business plans. we also believe that it advantageous to have a board  cotb  with extensive history and knowledge of sunesis, as is the case with dr. young.",0
1238,1061393,2011,"the leadership responsibilities of the board are shared among the chairs of the board's four standing committees, our lead independent director and our  cotb . this structure has been developed over the past decade based on the recommendations of our governance and nominating committee and on the decisions of our full board which is comprised of eight independent directors and a single management director. our single management director is steven v. lant, who serves as our ceo and our  cotb . our governance processes and the decisions of our board are managed and controlled by our independent directors. all members of the four standing committees of the board are independent directors. mr. lant is invited to attend committee meetings, but he does not have a vote on any committee matter. the lead independent director is elected each year for a one-year term. under the corporation's governance guidelines, a director may not be elected to serve more than two consecutive terms as lead independent director, and a director who has served two consecutive terms may not serve again as lead independent director until at least three years have elapsed since his or her last service as lead independent director. the board of directors of the corporation established the role of lead independent director on february 10, 2006. since that date, the role has been filled by three different independent directors, the first of whom retired from the board at the 2006 annual meeting of shareholders. the other two directors each held the lead independent director role for two consecutive one-year terms. the lead independent director presides at executive session meetings of our independent directors. these executive session meetings are held at the end of each regularly scheduled meeting of the board, and they enable our independent directors to discuss in private the effectiveness of management, the quality of board and committee meetings, and other issues and concerns facing the corporation and the board. the lead independent director consults with the  cotb  and ceo (a) at the beginning of each year regarding a schedule of items to be discussed by the board during the year, and (b) in advance of each board meeting regarding the agenda for the upcoming meeting. he also informs the  cotb  and  ceo , subject to the discretion of the independent directors, about the substance of the discussions that took place during each executive session meeting of the independent directors. our board believes this governance structure is working well, and is appropriate for our corporation. the  cotb  and ceo is kept well informed about the thinking of our independent directors, and he keeps the independent directors well informed about the financial, operating and strategic issues facing management. the lead independent director acts as a liaison between and among the independent directors, and between the independent directors and the  cotb  and  ceo . the lead independent director and the  cotb  and ceo consult with each other during periods between board meetings on issues that arise from time to time, and they work together to achieve alignment between management and the board. our board believes that the corporation benefits from combining the positions of ceo and  cotb . with eight of nine directors being independent, and with an active and involved lead independent director, the board believes it is helpful for the ceo to also be  cotb . it provides the ceo with a status on our board that we believe enhances his or her ability to communicate the concerns, opinions and recommendations of management. the board also believes it is more effective and efficient for our management  cotb  to be responsible for gathering, producing, and transmitting materials to the directors with respect to matters about which the directors wish to be informed, and with respect to matters about which management wishes to inform the directors.",1
1239,1061983,2010,"our board of directors does not have a policy on whether the same person should serve as both the ceo and  cotb  or, if the roles are separate, whether the  cotb  should be selected from the non-employee directors or should be an employee. the board of directors believes that it should have the flexibility to make these determinations in the way that it believes best provides appropriate leadership for the company at a given time. the board believes that its current leadership structure, with mr. blum serving as ceo and dr. gage serving as  cotb  is appropriate for the company at this time. both leaders are actively engaged on significant matters affecting the company, such as long-term strategy. the ceo has overall responsibility for all aspects of the company's operation, while the  cotb  has a greater focus on governance of the company, including oversight of the board of directors. we believe this balance of shared leadership between the two positions is a strength for the company. the board of directors appointed a lead outside director from january 2007 through march 2010, because during this period, dr. sabry, then  cotb , was not considered to be an independent director under the nasdaq rules. the lead outside director's responsibilities included serving as the principal liaison for consultation and communication with stockholders on issues in which a non-independent  cotb  would be, or could be perceived to be, conflicted, and working with the independent directors to arrive at consensus on issues so that management receives clear and non-contradictory input.",0
1240,1062047,2013,"the board regularly considers the appropriate leadership structure and believes that it is important to retain the flexibility to make a determination based on what it believes will be the appropriate leadership structure in the circumstances. although the board does not believe the separation of the ceo and non-executive  cotb  positions would be preferred in all circumstances, the board has separated the  cotb  and ceo roles since april 2007. furthermore, the board appoints a presiding director as required under the company's governance principles. under the governance principles, the  cotb  is designated as the presiding director. in the event the  cotb  role is not held by an independent board member, the board will designate a lead director from among the independent directors to serve as the presiding director. the presiding director plays a key role in communications between the board and the ceo (the ceo ). the presiding director also has the authority under the company's governance principles to convene meetings of independent directors and to lead executive sessions of independent directors. the board believes that the separation of the ceo and presiding director is important and requires this governance structure in its governance principles. from february 2010 through october 2012, jeffrey h. fox served as the company's ceo and philip a. odeen served as the non-executive  cotb  and as the presiding director. the board selected this leadership structure in the belief that separating the principal executive officer and board  cotb  positions allowed for a more efficient division of responsibilities in light of the high demands on the time of each of messrs. fox and odeen. in particular, the board considered mr. odeen, a former  cotb  and ceo of a large public company, to have the requisite skills and experience to assume the duties of non-executive  cotb , allowing mr. fox to focus his time and attention on the duties of ceo . as ceo , mr. fox led the company's efforts to divest non-core businesses and focus the company on its customer management business. this process included the divestitures of the company's human resources management business in june 2010 and its information management (im) business in may 2012. following the sale of the im business, the board approved, and the company announced, a leadership succession plan to align the management team with the company's focus on the customer management business. in connection with the leadership succession plan, the board re-evaluated its leadership structure and, in november 2012, determined to appoint mr. fox as its executive  cotb  and mr. odeen as its lead independent director and presiding director. based on mr. fox's strong performance as ceo and his understanding of the business, the board viewed this structure as appropriate to provide leadership of, and oversight through, the management transition. john f. barrett is a director and the ceo of western & southern financial group, inc., and its subsidiary, the western and southern life insurance company. western & southern financial group owns more than five percent of the outstanding common shares of convergys and also owns tri-state ventures, llc, which is the general partner of an investment fund in which certain assets of the convergys corporation pension plan (the pension plan ) are invested. the board has determined that mr. barrett's relationship with western & southern does not disqualify mr. barrett from being deemed independent under the rules of the nyse. ronald l. nelson is a director and the ceo of avis budget group, inc. in 2012, the company utilized the automobile rental services of the avis budget group, inc. the board has determined that mr. nelson's relationship with avis budget group, inc. does not disqualify mr. nelson from being deemed independent under the rules of the nyse. ",0
1241,1062292,2010,"board leadership structure . the board of directors has not separated the positions of  COTB  and  CEO . both positions are held by mr. liu. the board does not have a presiding director and that person's duties are set forth below. the board believes that this structure has historically served the company well and continues to do so, by facilitating communication between the board and our senior management as well as board oversight of our business and affairs. ",0
1242,1062292,2014,". while the board of directors has not mandated a particular leadership structure, the positions of  cotb  and ceo were historically held by the same person. in march 2014, in connection with the appointment of michael steib to the position of ceo and as part of its ongoing review of the board leadership structure, the board determined that the two positions should be held by separate individuals. the board believes that separating the  cotb  and ceo roles will help xo group better explore its current opportunities. mr. steib will provide a new perspective and additional operational and executive leadership. mr. liu, continuing on in his role as  cotb , will work closely with mr. steib in support of xo group's overall strategic direction and positioning in the market. the board does not have a presiding director. the board believes that this structure has historically served the company well and continues to do so, by creating a critical link between management and the board, enabling the board to perform its oversight function with the benefits of management's perspectives on the business, facilitating communication between the board and our senior management, and providing the board with direct oversight of our business and affairs. the board will continue to review our leadership structure periodically. we believe that our current leadership structure, in which the roles of  cotb  and ceo are separate, together with independent key committees, will be effective and is the optimal structure for xo group and our shareholders at this time.",0
1243,1062449,2014,"our principles of corporate governance give the board the authority to choose whether the roles of  cotb  and ceo are held by one person or two people. the principles also give the board the authority to change this policy if it deems it best for the company at any time. currently, two separate people serve in the positions of ceo and  cotb  of our company. we believe that our current leadership structure is optimal for our company at this time. our ceo and  cotb  have an excellent relationship that has given the ceo the freedom to successfully manage the company under the strong and insightful guidance of the board. our board has six independent members and one non-independent member, which is our  ceo . we believe that the number of independent, experienced directors that make up our board, along with the independent oversight of the board by the non-executive  cotb , benefits our company and our shareholders. all our independent directors have demonstrated leadership in other organizations and are familiar with board processes. while each of the committees of the board evaluate risk in their respective areas of responsibility, our governance committee is primarily responsible for overseeing the company's risk management processes on behalf of the full board. we believe that employing a committee specifically focused on our company's risk profile is beneficial, given the increased importance of monitoring risks in the current economic and business climate. we employ a risk manager that oversees day-to-day company risks as well as long-term and strategic risk management. the governance committee meets with the risk manager at every meeting to hear a report on risk assessment, and the risk manager is given the opportunity for an executive session with the governanc e committee. the governance committee discusses the company's risk profile, and the governance committee reports to the full board on the most significant risk issues. while the board and the governance committee oversee the company's risk management team, company management is ultimately responsible for day-to-day risk management activities. we believe this division of responsibilities is the most effective approach for addressing the risks facing our company and that our board leadership structure supports this approach.",0
1244,1062530,2012,"the board of directors believes that mr. ronning's service as both  cotb  and ceo is in the best interest of the company and its stockholders. mr. ronning possesses detailed and in-depth knowledge of the issues, opportunities and challenges facing the company and its businesses and is thus best positioned to develop agendas that ensure that the board's time and attention are focused on the most critical matters. his combined role enables decisive leadership, ensures clear accountability, and enhances our ability to communicate our message and strategy clearly and consistently to our stockholders, employees, customers and suppliers. each of our directors other than mr. ronning is independent under rules promulgated by nasdaq and the board believes that the independent directors provide effective oversight of management. moreover, in addition to feedback provided during the course of board meetings, the independent directors have regular executive sessions. mr. madison, as our lead director, serves as the chairperson, or presiding director, for these executive sessions. the board believes that this approach effectively encourages full engagement of all directors in executive sessions. following an executive session of independent directors, our lead director acts as a liaison between the independent directors and the  cotb  regarding any specific feedback or issues, provides the  cotb  with input regarding agenda items for board and committee meetings, and coordinates with the  cotb  regarding information to be provided to the independent directors in performing their duties. the board believes that this approach appropriately and effectively complements the combined  ceo / cotb  structure. although the company believes that the combination of the  cotb  and ceo roles is appropriate in the current circumstances, our corporate governance guidelines do not establish this approach as a policy, but as a matter that is considered as part of succession planning for the ceo position.",1
1245,1063494,2010,"the non-management directors meet in executive session at least twice a year in regularly scheduled executive sessions and more often as appropriate or necessary. by the unanimous decision solely of the non-management directors, mr. healy has been appointed as presiding non-management director for all executive sessions. as the longest-tenured of our independent directors, mr. healy is an independent and active presiding director, with significant leadership authority and responsibilities. he is also  cotb  of the audit committee as well as a member of our other two independent committees, the compensation committee and the cg&n committee. as presiding non-management director, his responsibilities include: setting the agenda for and leading the non-management director sessions, providing regular feedback and briefing the  cotb  and ceo and other senior executives on any issues arising from those sessions or from other discussions among the non-management directors, acting as the ongoing, principal, and non-exclusive liaison to the  cotb  and ceo and other senior executives for the views, and any concerns and issues, of the non-management directors, providing oversight and advice to the ceo regarding corporate strategy, direction and implementation of initiatives, on behalf of the non-management directors or the full board, being available for consultation or direct communications with stockholders and other interested parties, interacting with external advisors retained by either the non-management directors or the full board and serving as a lead point of contact with such advisors, providing input regarding the performance reviews of the ceo , along with the compensation committee, and performing such other duties as the board may delegate to him from time to time. stockholders and other interested parties can communicate with the presiding non-management director and other members of the board through the communications process referred to in communications with the board on page 14.",1
1246,1063761,2012,"since 2007, david simon has served as both chairman of the board of directors and chief executive officer. the board of directors continues to believe that having david simon fill these two leadership roles is an appropriate and efficient leadership structure. combining the chairman and chief executive officer roles facilitates clear leadership responsibility and accountability, effective decision-making and a cohesive corporate strategy. because our chief executive officer also holds the position of chairman, the board has also designated a lead independent director who presides over the regularly conducted executive sessions of the independent directors, plays an active role in setting board agendas and facilitates interactions between the independent directors and the senior management team. the board of directors re-evaluates our leadership structure on an ongoing basis and may change it as circumstances warrant. ",1
1247,1064728,2011,"our bylaws and corporate governance guidelines permit the roles of chairman and chief executive officer to be filled by different individuals. the board of directors deliberates and decides, each time it selects a chief executive officer, whether the roles should be combined or separate, based upon our needs at that time. mr. boyce has led our company as chief executive officer since january 2006, and was appointed to the additional role of chairman in october 2007. the board believes that mr. boyce's management of our complex operations on a day-to-day basis provides him with first-hand knowledge of the opportunities and challenges facing us, which, together with his qualifications and experience, position him to best lead productive discussions of the board and help ensure effective risk oversight for the company. the board believes that we and our shareholders remain best served by having mr. boyce assume the responsibilities of chairman in addition to his responsibilities as chief executive officer. our board leadership structure provides for strong oversight by independent directors. the board is comprised of mr. boyce and ten independent directors. with the exception of the executive committee, which is chaired by mr. boyce, each of the standing committees of the board is chaired by an independent director, and the audit, compensation, health, safety and environmental and nominating and corporate governance committees of the board consist entirely of independent directors. the board believes that the candor and objectivity of the board's deliberations are not affected by whether its chairman is independent or a member of management. in addition, the board believes that the strength of our corporate governance structure is such that the combination of the roles of chairman and chief executive officer does not in any way limit the board's oversight of our chief executive officer, and that it is unnecessary for the board to designate a lead independent director. ",1
1248,1065059,2013,"the board does not have a policy on whether or not the role of the  cotb  and ceo should be separate. however, usec currently has a separate, independent  cotb . mr. mellor has been  cotb  since usec's privatization in 1998. usec believes this leadership structure is appropriate for usec at this time because mr. mellor provides valuable oversight of management, while avoiding potential conflicts, and encourages a proactive and effective board. in his role as  cotb , mr. mellor provides board leadership, presides at all board meetings, approves all board agendas, and attends all committee meetings. the board has responsibility for risk oversight of usec and exercises this oversight function both through the entire board and through the individual committees of the board. individuals who are responsible for usec's key risks report directly to the entire board on a regular basis regarding usec's enterprise risk management (erm) program. the audit and finance committee has responsibility to discuss the company's guidelines and policies governing risk assessment and risk management and the process by which each is handled. the risks that are identified as part of usec's erm program and through the audit and finance committee process flow down to the specific committees based on their areas of responsibility. for example, the audit and finance committee oversees the management by usec of risks as they relate to audit and finance matters or other matters within the committee's scope of responsibilities, while the regulatory and government affairs committee oversees the management by usec of risks as they relate to compliance with regulatory requirements or other matters within the committee's scope of responsibilities. ",0
1249,1065087,2013,"the positions of  cotb  and ceo currently are combined at the company. the company's policy as to whether the roles of the  cotb  and ceo should be separate is to adopt the practice which best serves the company's needs at any particular time. dr. d ambra currently serves as the president, ceo and  cotb  of the company. the company believes this governance structure is appropriate and effective for the company given that dr. d ambra is a founder of the company and has provided consistently strong leadership since the inception of the company in 1991. dr. d ambra's dual role provides the opportunity for better decision making and board leadership given the greater level of information provided through his access to both management and the board. the dual role provides a higher level of communication between management and the board on all matters. we believe having one person serve as both ceo and  cotb  also eliminates the potential of duplication of efforts and inconsistent actions. in addition, the role of the lead independent director provides additional support for the company's corporate governance structure and, at present, the board believes that the current structure effectively maintains independent oversight of management.",1
1250,1065088,2011,". in accordance with our bylaws, our board elects our  cotb  and our  ceo , or ceo . our corporate governance guidelines require that the roles of  cotb  and ceo be held by separate individuals. mr. omidyar currently serves as our  cotb . the board believes that the separation of the offices of the  cotb  and ceo is appropriate as it aids in the board's oversight of management and it allows our ceo to focus primarily on his management responsibilities. ",0
1251,1065280,2012,"the board currently combines the role of  cotb  and chief executive. the board believes that the ceo is best situated to serve as  cotb  because he is the director most familiar with the company's business and industry and is therefore best able to identify the strategic priorities to be discussed by the board. the board believes that combining the role of  cotb  and ceo facilitates information flow between management and the board and fosters strategic development and execution. the board has not appointed a lead independent director, however, the board maintains effective independent oversight through a number of governance practices, including, open and direct communication with management, input on meeting agendas, annual performance evaluations, and regular executive sessions. ",1
1252,1065696,2012,we have different persons in the roles of  cotb  and  ceo . mr. holsten has been our  cotb  since november 2011. mr. wagman has been our ceo since january 2012. we believe that this leadership structure is appropriate for our company because our  cotb  and our ceo complement each other in their common objective of leading our company to success. mr. holsten has led our company as its top executive since november 1998. he assumed the  cotb  position shortly after the death of donald flynn and retired from his officer position in january 2012. mr. holsten brings to the  cotb  position a great deal of experience operating companies and also has a strong financial accounting background. mr. wagman has worked in our industry for over 24 years and adds his extensive knowledge of the operations side of our business. messrs. holsten and wagman are able to apply their different yet complementary strengths to give the board of directors a unique perspective with respect to the key business issues that arise and help the board to make well-informed decisions regarding such issues. ,0
1253,1065865,2010,"mr. scheid, an independent director, serves as chairman of our board and mr. weil serves as our ceo. the separation of the chairman and ceo roles has been in place at janus since january 2006. we believe our current board leadership structure positions our ceo as the leader of the company in the eyes of our shareholders, customers, employees and other key stakeholders, and provides strong leadership for our board. we also believe that our current board leadership structure is an optimal leadership structure for us at this time because of the abundant industry- specific responsibilities of our chairman and ceo (which have been increased by today's economic climate), although we recognize that based on a company's specific circumstances a different board leadership structure may be appropriate for it. our board conducts an annual evaluation to determine whether it and its committees are functioning effectively. as part of this annual selfevaluation, the board evaluates whether the current leadership structure continues to be optimal for our company and shareholders. our board currently has thirteen (13) independent members and one non- independent member, the ceo. a number of our independent board members are currently serving or have served as members of senior management or directors of other public companies. we have four board committees comprised solely of independent directors, each with a different independent director serving as chair of the committee. in addition, the board has appointed mr. paul f. balser to be the board's presiding director, whose primary responsibility is to serve as the leader of the independent directors in the event our chairman is unable to attend a board meeting for any reason. we believe that based upon current circumstances, our board's mix of independence and experience, along with the independent oversight of the board by the non- executive chairman, benefits janus and its shareholders.",0
1254,1065865,2011,"mr. scheid, an independent director, serves as chairman of our board and mr. weil serves as our ceo. the separation of the chairman and ceo roles has been in place at janus since january 2006. we believe our current board leadership structure positions our ceo as the leader of the company in the eyes of our shareholders, customers, employees and other key stakeholders, and provides strong leadership for our board through the chairman role. we also believe that our current board leadership structure is the appropriate leadership structure for us at this time because of the abundant industry-specific responsibilities of our ceo, which have increased as a result of today's economic climate. however, we recognize that based on a company's specific circumstances a different board leadership structure may be appropriate for it. our board conducts an annual evaluation to determine whether it and its committees are functioning effectively. as part of this annual self-evaluation, the board evaluates whether the current leadership structure continues to be optimal for our company and shareholders. our board currently has thirteen (13) independent members and one non-independent member, the ceo. a number of our independent board members are currently serving or have served as members of senior management or directors of other public companies. we have four board committees comprised solely of independent directors, each with a different independent director serving as chair of the committee. in addition, the board has appointed mr. paul f. balser to be the board's presiding director, whose primary responsibility is to serve as the leader of the independent directors in the event our chairman is unable to attend a board meeting for any reason. we believe that based upon current circumstances, our board's mix of independence and experience, along with the independent oversight of the board by the non-executive chairman, benefits janus and its shareholders. ",0
1255,1065865,2012,"mr. scheid, an independent director, currently serves as chairman of our board of directors, and mr. schafer will become chairman of the board of directors upon mr. scheid's retirement on april 26, 2012. mr. weil serves as our ceo. the separation of the chairman and ceo roles has been in place at janus since january 2006. we believe our current board leadership structure positions our ceo as the leader of the company, and provides strong leadership for our board of directors through the chairman role. we also believe that our current board leadership structure is the appropriate leadership structure for us at this time because of the abundant industry-specific responsibilities of our ceo, which have increased as a result of today's economic climate. however, we recognize that based on a company's specific circumstances, a different board leadership structure may be appropriate for it. ",0
1256,1066107,2011," douglas l. foshee serves as both  cotb  and our president and ceo . mr. foshee has served as our president and ceo since september 2003 and was subsequently named  cotb  in may 2009, when the board elected to combine the positions of  cotb  and ceo . the board believes this is the most effective board leadership structure at the present time and believes that mr. foshee, in his role as  cotb / ceo  , has the ability to execute on both the company's short-term and long-term strategies necessary for the challenging marketplace in which the company competes. the board reviews this leadership structure each year to assess whether it remains the most effective structure and whether any other changes are required to maintain the highest standard of corporate governance and accountability of the ceo to the board. as stated in our corporate governance guidelines, the board does not have a policy as to whether the role of the ceo and the  cotb  should be separate, or whether the  cotb  should be a management or non-management director. thus, while the board has determined that mr. foshee should serve in the combined role of  cotb  and ceo , the board has the right to separate those roles if in the future it determines that such a separation would be in the best interests of the company and its stockholders. our corporate governance guidelines include a policy on poison pills, or stockholder rights plans. we do not currently have in place a stockholders rights plan, and the board currently has no plans to adopt such a plan. however, if the board is presented with a set of facts and circumstances which leads it to conclude that adopting a stockholder rights plan would be in the best interests of stockholders, the board will seek prior stockholder approval unless the board, in exercising its fiduciary responsibilities under the circumstances, determines by vote of a majority of the independent directors that such submission would not be in the best interests of our stockholders in the circumstances. if the board were ever to adopt a stockholder rights plan without prior stockholder approval, the board would present such plan to the stockholders for ratification within one year or cause it to expire within one year, without being renewed or replaced. further, if the board adopts a stockholder rights plan and our stockholders do not approve such plan, it will terminate. our board of directors believes that an annual advisory vote on executive compensation should allow our stockholders to provide timely, direct input on the company's executive compensation philosophy, policies and practices as disclosed in the proxy statement each year. the board believes that an annual vote is therefore consistent with the company's efforts to engage in an ongoing dialogue with our stockholders on executive compensation and corporate governance matters. ",1
1257,1066194,2012,"the board of directors does not have a policy regarding the separation of the roles of CEO and cotb , as the board of directors believes it is in the best interests of egain and its stockholders to evaluate such roles from time to time based on the composition of the board of directors and on the input from our independent directors. the board of directors has determined that having egain's CEO serve as cotb is in the best interests of the company's stockholders at this time. this structure makes the best use of the CEO 's extensive knowledge of the company and its industry, as well as fosters greater communication between the company's management and the board of directors. the board of directors has chosen not to appoint a lead independent director at this time in view of the active roles assumed by the independent directors.",0
1258,1066605,2016,"the board does not have a fixed policy regarding the separation of the offices of  cotb  ( cotb ) and ceo and believes that it should maintain the flexibility to select the  cotb  and its board leadership structure, from time to time, based on the criteria that it deems to be in the best interests of the company and its stockholders. at this time, the position of  cotb  is held by richard i. beattie and the position of president and ceo is held by tracy r. wolstencroft. the board has determined that, under current circumstances, the separation of the offices of  cotb  and ceo will enhance oversight of management and board function. this separation is designed to allow mr. wolstencroft the ability to focus on his responsibilities of running the company, enhancing shareholder value and expanding and strengthening the company's business. concurrently, mr. beattie, as  cotb  can focus on leadership for the board as it provides advice to and independent oversight of management. the  cotb  also is responsible for setting the agendas and presiding over meetings of the board (including executive sessions of the independent directors) and providing feedback and counsel to the  ceo . the board currently believes that this leadership structure is in the best interests of the company's stockholders at this time. ",0
1259,1068851,2010,"the board believes that the company's ceo is best situated to serve as  cotb  because he is the director most familiar with the company's business and industry, and most capable of effectively identifying corporate priorities and leading the discussion and execution of strategic initiatives. independent directors and management have different perspectives and roles in strategy development. the company's independent directors bring experience, oversight and expertise from outside the company and industry, while the ceo brings company-specific experience and expertise. the board believes that the combined role of  cotb  and ceo promotes strategic development and execution, and facilitates information sharing between management and the board, which are essential to effective governance. one of the key responsibilities of the board is to develop strategic direction and hold management accountable for the execution of strategy once it is developed. the board believes the combined role of  cotb  and ceo is in the best interest of shareholders because it provides the appropriate balance between strategy development and independent oversight of management. the company and its board of directors are committed to good corporate governance practices that will benefit the company's shareholders. one of those practices is the retention of a classified board. the company's classified board structure has been in place since it went public in 1998. the board of directors does not believe that directors who serve three-year terms are any less accountable to shareholders than directors who serve a series of one-year terms. as part of the company's commitment to corporate governance, the board of directors regularly evaluates the company's corporate governance practices to ensure that such practices, including the staggered election of directors, remain in the best interests of the company and its shareholders. the board of directors recently reviewed this particular shareholder proposal and considered the current industry environment and arguments for and against the staggered election system, including benefits of the staggered system for a financial institution such as the company. after careful consideration, the board of directors concluded that the staggered election of directors remains in the best interest of the company and its shareholders, and that no action should be taken at the present time. the board of directors believes that it is in the best interests of the company's shareholders to reject proposal 3 and recommends a vote ",1
1260,1069183,2010,"board leadership structure thomas p. smith, our co-founder, serves as our  COTB . thomas smith's brother, patrick w. smith, also a co-founder of the company, serves as our  CEO . we believe that the smiths are highly qualified to serve in our  COTB  and CEO roles as they founded the company and have been actively involved in our operations and direction since our formation. in addition, the board believes that this is the best leadership structure for our board. moreover, the smiths are the company's largest non-institutional stockholders. john s. caldwell serves as the board's lead independent director. his extensive military experience is a solid foundation for this role, where he manages executive sessions and provides guidance for the board's direction. ",1
1261,1069202,2010,"the board considers and evaluates the effectiveness of our board leadership structure from time to time as part of its self-evaluation process. currently, the roles of  cotb  and ceo are held separately by mr. thompson and mr. bluedorn, respectively. we believe this leadership structure is best for our company and our stockholders at this time. our  cotb 's responsibility is to lead the board, and our ceo 's responsibility is to manage our company. the board does not have a lead independent director because the  cotb  is an independent director. our  cotb  provides leadership to the board, plans and chairs board meetings, presides over meetings of the independent directors and facilitates the board's strategic planning for our company. the  cotb  also serves as an ex officio member of each of the board committees. our ceo is responsible for driving the performance of our company in accordance with our overall strategy, building and maintaining a high performance management team, managing company operations and representing our company to customers, employees and other stakeholders. our ceo has served in his role since april 2007. the board met seven times in 2009. all directors attended in excess of 75% of the total number of meetings of the board and committees of the board on which they served. while the board does not currently have a policy with regard to attendance of board members at the annual meeting of stockholders, all of our directors attended our 2009 annual meeting of stockholders.",0
1262,1069353,2010,"the company's current  cotb  is also the company's ceo ( ceo ). in addition, the board has designated mr. massengill as lead independent director. the board believes it is important to select its  cotb  and the company's ceo in the manner it considers to be in the best interests of the company at any given point in time. the members of the board possess considerable business experience and in-depth knowledge of the issues the company faces, and are therefore in the best position to evaluate the needs of the company and how best to organize the company's leadership structure to meet those needs. accordingly, the  cotb  and ceo positions may be filled by one individual or by two different individuals. the company believes that the most effective leadership structure for the company at this time is for mr. mercer to serve as both our  cotb  and ceo and to have a lead independent director (currently, mr. massengill). mr. mercer possesses an in-depth knowledge of the company, the industry in which we conduct our business and the challenges we face, which he gained from over seven years as a director and almost three years as ceo successfully leading the company through an unexpected change in management and a major financial restructuring. the company believes that these experiences and insights put the ceo in the best position to provide broad and unified leadership for the board as it considers strategy and business plans. we believe the board's leadership structure is balanced by having a lead independent director, selected by the board's independent directors, to promote the independence of the board and appropriate oversight of management. our independent directors meet without management present after each regularly scheduled board meeting (four times during fiscal year 2010). as the lead independent director, mr. massengill is responsible for (i) establishing the agenda for the executive sessions held by our independent directors and acting as chair of those sessions and of all other meetings where the independent directors meet without the  cotb , (ii) polling the other independent directors for agenda items both for regular board meetings and executive sessions of the independent directors and (iii) working with the  cotb  and ceo on the agenda for regular board meetings.",1
1263,1069530,2017,"board structure the board of directors maintains a structure with the CEO of the company holding the position as  COTB , and with an audit committee and compensation committee for oversight of specific areas of responsibility, discussed further below. the company believes that this structure is appropriate and allows for efficient and effective oversight, given the company's relatively small size (both in terms of number of employees and in scope of operational activities directly conducted by the company), its corporate strategy (including the use of outsourcing for certain activities) and its focus on drug research and development. the board of directors does not have a specific role in risk oversight of the company. the  COTB , president and  CEO , the committees of the board and, as needed, other executive officers and employees of the company provide the board of directors with information regarding the company's risks. the board of directors, or the committee with special responsibility for oversight of the area implicated by the highlighted risks, then uses this information to perform its oversight role and inform its decision making with respect to such areas of risk. ",0
1264,1069878,2010,"board leadership structure . mr. ferrari, a co-founder of trex company and its former CEO , currently serves as trex company's  COTB , and has held that position since january 2008. mr. kaplan is trex company's president and  CEO , and was hired by trex company in january 2008. given mr. ferrari's long history with trex company, the board of directors felt it was appropriate when mr. kaplan was hired to have mr. ferrari hold the position as  COTB . on february 17, 2010, mr. ferrari informed the board of directors of his decision not to stand for re-election in may 2010. when mr. ferrari so informed the board, the board decided that given mr. kaplan's strong leadership since he joined the company in january 2008, it would be appropriate to appoint mr. kaplan as  COTB  upon mr. ferrari's retirement in may 2010. the board also appointed jay m. gratz as lead independent director, to serve for a term of two years. director independence. the board of directors has affirmatively determined that all of the current directors, other than mr. ferrari, who is trex company's  COTB , and mr. kaplan, who is trex company's president and  CEO , are independent of trex company within the meaning of the rules governing companies listed on the new york stock exchange. for a director to be independent under the nyse rules, the board of directors must affirmatively determine that the director has no material relationship with trex company, either directly or as a partner, shareholder or officer of an organization that has a relationship with trex company. the board of directors has adopted the following categorical standards of independence to assist it in determining whether a director has a material relationship with trex company. the following relationships between a director and trex company will not be considered material relationships that would preclude a finding by the board of directors that the director is independent under the nyse rules: employment of the director or the director's immediate family member by another company that makes payments to, or receives payments from, trex company or any of its subsidiaries for property or services in an amount which, in any single fiscal year, does not exceed the greater of $1 million or 2% of such other company's consolidated gross revenues; and a relationship of the director or the director's immediate family member with a charitable organization, as an executive officer, board member, trustee or otherwise, to which trex company or any of its subsidiaries has made charitable contributions of not more than $50,000 annually in any of the last three years. consistent with the nyse rules, trex company's corporate governance principles require trex company's non-management directors to meet at least once each quarter without management present and, if the group of non-management directors includes any director who is not independent under nyse rules, to meet at least once each year with only the independent directors present. trex company's non-management directors held four executive sessions in 2009, and the independent directors held one executive session in 2009. the role of presiding director for each such executive session of directors rotates among members in succession, as determined by the members. the presiding director for each meeting is responsible for advising the  COTB  of decisions reached, and of recommendations for action by the board of directors made, at such meeting. audit committee. the audit committee of the trex company board of directors is a standing committee composed of four non-employee directors who meet the independence and expertise requirements of the nyse listing standards. pursuant to sec rules, the board of directors has designated paul a. brunner as its audit committee financial expert, as such term is defined for purposes of item 407 of regulation s-k promulgated by the sec, and is independent of management. the audit committee, which held ten meetings during 2009, currently consists of mr. brunner, who is the  COTB , mr. gratz, mr. merlotti and mr. posey. the audit committee operates under a written charter that is reviewed annually. the audit committee is responsible, among its other duties, for engaging, overseeing, evaluating and replacing trex company's independent registered public accounting firm, pre-approving all audit and non-audit services by the independent registered public accounting firm, reviewing the scope of the audit plan and the results of each audit with management and the independent registered public accounting firm, reviewing the internal audit function, reviewing the adequacy of trex company's system of internal controls over financial reporting and disclosure controls and procedures, reviewing the financial statements and other financial information included in trex company's annual and quarterly reports filed with the sec, and exercising oversight with respect to trex company's code of conduct and ethics and other policies and procedures regarding adherence with legal requirements. the audit committee has the authority to retain and terminate any third-party consultants and to obtain advice and assistance from internal and external legal, accounting and other advisers. the audit committee is authorized to delegate its authority to subcommittees of the audit committee as determined to be necessary or advisable. a current version of the audit committee charter is available through trex company's web site at http://www.trex.com. compensation committee. the compensation committee of the trex company board of directors is a standing committee composed of four non-employee directors who meet the independence requirements of the nyse listing standards. the compensation committee, which held six meetings during 2009, currently consists of mr. andrews, who is the  COTB , mr. gratz, mr. merlotti and ms. robinson. the compensation committee operates under a written charter that is reviewed annually. pursuant to its charter, the principal functions of the compensation committee are to review and approve the compensation and benefits of trex company's  CEO , or ceo, and the other executive officers named in the summary compensation table following the compensation discussion and analysis section of this proxy statement, or named executive officers, as well as vice presidents who report directly to the ceo, and to administer trex company's employee benefit programs, including its 2005 stock incentive plan, 1999 employee stock purchase plan, bonus plan and other incentive compensation plans, benefits plans and equity-based plans. the compensation committee has the authority to retain and terminate any third-party compensation consultant and to obtain advice and assistance from internal and external legal, accounting and other advisers. see the compensation discussion and analysis section of this proxy statement for information regarding the practices of the compensation committee, including the role of the executive officers and the compensation committee's compensation consultant in determining or recommending the amount and form of compensation paid to the named executive officers. the compensation committee is authorized to delegate its authority to subcommittees of the compensation committee as determined to be necessary or advisable. a current version of the compensation committee charter is available through trex company's web site at http://www.trex.com. nominating/corporate governance committee. the nominating/corporate governance committee of the trex company board of directors is a standing committee composed of four non-employee directors who meet the independence requirements of the nyse listing standards. the nominating/corporate governance committee, which held five meetings during 2009, currently consists of ms. robinson, who is the  COTB , mr. andrews, mr. brunner and mr. posey. the nominating/corporate governance committee operates under a written charter that is reviewed annually. this committee is responsible for recommending candidates for election to the board of directors and for making recommendations to the board of directors regarding corporate governance matters, including board size and membership qualifications, board committees, corporate organization, non-employee director compensation, succession planning for officers and key executives, programs for training and development of executive-level employees, and stockholder proposals regarding these matters. the nominating/corporate governance committee has the authority to retain and terminate any search firm engaged to identify director candidates, and to obtain advice and assistance from outside counsel and any other advisors, as it deems appropriate in its sole discretion. the nominating/corporate governance committee may form and delegate authority to subcommittees of the nominating/corporate governance committee as determined to be necessary or advisable. a current version of the nominating/corporate governance committee charter is available through trex company's web site at http://www.trex.com. ",0
1265,1069899,2016,"our business and affairs are managed under the direction of our board of directors. our board of directors currently consists of eight members. the total number of directors who constitute our board of directors may be set by resolution of our board of directors. mr. jack c. bendheim serves as cotb of our board of directors and our president and CEO . our board of directors is divided into three classes with staggered terms. directors in a particular class will be elected for three-year terms at the annual meeting of stockholders in the year in which their terms expire. as a result, only one class of directors will be elected at each annual meeting of stockholders, with the other classes continuing for the remainder of their respective three-year terms. each director's term continues until the end of such three-year term and until his or her successor shall have been duly elected and qualified, or until his or her earlier death, resignation, removal, disqualification or retirement. mr. daniel bendheim and mr. gejdenson are class i directors whose initial terms expire at this annual meeting. the class i directors are current nominees for election for a term expiring at our 2017 annual meeting. mr. carlson, ms. malanoski and ms. wrenn serve as class ii directors whose initial terms expire at the 2015 annual meeting. mr. jack c. bendheim, mr. corcoran and mr. hanau serve as class iii directors whose initial terms expire at the 2016 annual meeting. mr. jack c. bendheim serves as our president and CEO and our cotb . our board of directors has carefully considered its leadership structure and believes at this time that phibro and its stockholders are best served by having one person serve in all of these positions. we believe that combining the roles fosters accountability, effective decision-making and alignment between interests of the board of directors and management. mr. bendheim also is able to use the in-depth focus and perspective gained in his executive function to assist our board of directors in addressing both internal and external issues affecting phibro. our board of directors has determined not to appoint one independent director to serve as independent director at this time. our independent directors meet in regularly scheduled executive sessions without non-independent directors and at other times as necessary. we believe that our board which is comprised of a majority of independent directors is highly independent, empowered and engaged. our board of directors recognizes that depending on future circumstances, other leadership models may become more appropriate. accordingly, our board of directors will continue to periodically review its leadership structure.",0
1266,1070081,2015," the positions of chair of the board and ceo are separated. mr. schmertzler serves as our chair of the board and dr. peltz serves as our  ceo . this leadership structure allows our ceo to focus on our day-to-day business and allows our chair of the board to lead our board in its fundamental role of providing advice to and independent oversight of management. our board recognizes the time, effort and energy that our ceo must devote to his position, as well as the commitment required by mr. schmertzler to serve as our chair of the board, particularly as our board's oversight responsibilities continue to grow. our board also believes that this structure ensures a greater role for the independent directors in the oversight of our company and active participation of the independent directors in setting agendas and establishing priorities and procedures for the work of our board. our bylaws do not require the position of chair of our board and ceo to be separate. our board believes that its leadership structure demonstrates our commitment to good corporate governance, and is appropriate because it strikes an effective balance between strategy development, independent leadership and management oversight. our board believes its leadership structure positively affects its administration of its risk oversight function. ",0
1267,1070412,2010,"prior to 1998, our former chief executive officer also served as chairman. however, when mr. harvey joined the corporation in january 1998, he became the chief executive officer, and our former chief executive officer retained his position as chairman. in february 1999, our former chief executive officer resigned as chairman and the board determined that an independent director should assume that position. the board reasoned that in light of the challenges facing the corporation and the chief executive officer at that time, particularly in transitioning the corporation from a privately- held entity to a publicly traded corporation, it made sense to continue to separate the roles of chairman and chief executive officer and enable our new chief executive officer to focus his energies on the management of the corporation. accordingly, mr. whitmire assumed the position of chairman in march 1999, and given his strong performance, has retained that position ever since. our corporate governance guidelines currently reflect our policy that the positions of chairman and chief executive officer are to be held by separate persons. our board is composed entirely of independent directors, other than mr. harvey, our chief executive officer. in addition, each of our five board committees described below in ""committees of the board of directors"" is composed entirely of independent directors, including the chairperson to each respective committee. we believe that the number of independent directors that make up our board, along with the independent oversight of the board by the non- executive chairman, benefits the corporation, as well as our shareholders",0
1268,1070412,2011,"prior to june 29, 2010, the position of chairman was held by mr. whitmire and the position of chief executive officer was held by mr. harvey. for the reasons described below, on june 29, 2010, mr. harvey became chairman of the board, mr. whitmire became vice chairman of the board and mr. baxter became the lead independent director of the board. following the corporation's acquisition of the appalachian exploration and production business of dominion resources, inc. (the dominion acquisition ) and around the time the corporation acquired all of the outstanding shares of cnx gas corporation's ( cnx gas ) common stock, the board reviewed its leadership structure and determined that it was in the best interests of the corporation to combine the role of chief executive officer and chairman into one person as described below. accordingly, on june 29, 2010, mr. harvey assumed the position of chairman in addition to his role as the corporation's chief executive officer. in connection with this change, mr. whitmire was named vice chairman of the board to ensure a smooth transition and mr. baxter was elected lead independent director by the board. we believe that by combining the roles of chief executive officer and chairman in one individual, we are able to centralize board leadership and provide effective communication to the other members of the board at a time in which the corporation is integrating and developing the dominion assets. we also believe that mr. harvey's role as chief executive officer and chairman of the board will further decisive leadership, ensure clear accountability and enhance the corporation's ability to communicate its message and strategy clearly and consistently to the corporation's shareholders, employees, customers and suppliers. mr. harvey has been chief executive officer and a director of consol energy since january 1998. he also served as president of the corporation from january 1998 until his resignation from that position on february 23, 2011. with more than 30 years of natural resources industry experience, mr. harvey is especially qualified to understand the risks and leadership challenges facing a diversified energy company like consol energy. mr. harvey also brings substantial corporate governance expertise to the consol energy board, which he has acquired through his years of service on multiple public company boards. in connection with the board's decision to combine the role of chief executive officer and chairman into one person, the board determined that it was appropriate and necessary to appoint a lead independent director, who must be an independent director that has served for at least one year with the corporation. the lead independent director has the following duties: to act as a liaison between the chairman and the independent directors; to preside at all meetings of the board at which the chairman is not present, including executive sessions of the independent directors; to review with the chairman the schedule of meetings, meeting agendas and types of information to be provided for each board meeting and review with the chairman whether there are risks which the board should focus upon at such meetings; authority to direct the chief executive officer or secretary to call a special meeting of the independent directors; and to perform such other duties as may from time to time be delegated to the lead independent director by the board. on june 29, 2010, the board appointed philip w. baxter to serve as its lead independent director. with mr. baxter's service as a member of the consol energy board and  cotb  of cnx gas, for the past twelve years collectively, he was ideally suited for the position of lead independent director. ",1
1269,1070750,2011,"our governance structure provides the board with the flexibility to select the appropriate leadership structure for the company. this will be driven by the needs of the company as well as the particular makeup of the board of directors at any point in time. as a result, no policy exists requiring the combination or separation of leadership roles, and the company's governing documents do not mandate a particular structure. our current leadership structure is comprised of the chairman of the board, a separate chief executive officer, an independent director serving as the presiding director of the non-management directors, and strong active independent directors. the ceo is responsible for setting the strategic direction of the company and for the day to day leadership and management of the company, while the chairman of the board provides guidance to the ceo, directs the agenda for board meetings and presides over meetings of the full board of directors. this structure reflects the continued strong leadership, industry experience and energy brought to the board by richard e. marriott, who has led the company as chair since its split with marriott international in 1993. his over 45 year career at the company uniquely provides him with a perspective and wealth of knowledge that is invaluable to the board of directors. another component of our leadership structure is the active role played by our independent directors in overseeing the company's business, both at the board and committee level. six of eight of our current directors are considered independent within the meaning of the rules of the new york stock exchange. under our corporate governance guidelines, non-management directors meet in executive session without the presence of the ceo, the chairman of the board or other executive officers. the purpose of these sessions is to promote open discussions among the independent directors concerning the business and affairs of the company as well as matters concerning management, without any member of management present. in accordance with our corporate governance guidelines, the chair of our nominating and corporate governance committee, robert m. baylis, presides at all executive sessions of non-management directors. mr. baylis also serves as the director to whom correspondence may be directed on behalf of the non-management directors as a group, as described above under corporate governance. the position and role of the lead independent director is intended to expand lines of communication between the board and members of management. it is not intended to reduce the free and open access and communications that each independent board member has with other board members and members of management. at least annually, the nominating and corporate governance committee discusses the structure and composition of the board of directors and reviews the current leadership structure. this is discussed with the full board as part of the board's annual evaluation to assess its effectiveness and takes into account our current business plans and long-term strategy as well as the particular makeup of the board at that time. ",0
1270,1070750,2012,"our current leadership structure is comprised of the chairman of the board, a separate chief executive officer, an independent director serving as lead director who presides over the non-management directors, and strong active independent directors. the ceo is responsible for setting the strategic direction of the company and for the day to day leadership and management of the company, while the chairman of the board provides guidance to the ceo, directs the agenda for board meetings and presides over meetings of the full board. this structure reflects the continued strong leadership, industry experience and energy brought to the board by richard e. marriott, who has led the company as chair since its split with marriott international in 1993. his over 46 year career at the company uniquely provides him with a perspective and wealth of knowledge that is invaluable to the board. ",0
1271,1070985,2012,"the board of directors believes that the company's current leadership structure is appropriate. having mr. hininger serve as president and ceo , while retaining mr. ferguson as  cotb , helps us achieve important objectives. mr. hininger is positioned to fully focus his energies on implementing our business strategy and administering our day-to-day affairs. mr. ferguson is positioned to draw on his relationships with existing board members and his experience as president and ceo to effectively discharge the duties of  cotb , while also serving as a resource to mr. hininger. the board of directors believes that adoption of the proposal is not in the best interests of the company or our stockholders and recommends a vote against the proposal. we do not have a formal policy regarding the separation of our  cotb  and ceo ( ceo ) positions. in general, the board of directors believes that the determination depends on the circumstances, including the board of directors evaluation of the person or persons available to serve in those positions and the needs of the company at a particular time. ",0
1272,1071739,2016,"the board currently combines the role of  cotb  with the role of  ceo , coupled with a presiding director position to further strengthen the governance structure. the board believes this provides an efficient and effective leadership model for the company. combining the  cotb  and ceo roles fosters clear accountability, effective decision-making, and alignment on corporate strategy. the board periodically reviews its leadership structure. to assure effective independent oversight, the board has adopted a number of governance practices, including:",1
1273,1071992,2011,"while the board of directors oversees the company's risk management, management is responsible for the day-to-day risk management processes. the company believes this division of responsibility is the most effective approach for addressing the risks the company faces and that its board leadership structure supports this approach. the company understands that different board leadership structures may be suitable for companies in different situations. the board of directors will continue to reexamine the company's corporate governance policies and leadership structures on an ongoing basis to ensure that they continue to meet the company's needs. the board of directors will continue to evaluate these decisions throughout 2011. on a regular basis, the board of directors will assess whether these decisions continue to be in the company's best interest as the economic environment continues to evolve, while taking into consideration the company's need to maintain stability and retain qualified individuals in its executive leadership positions. the company recognizes that our shareholders may have different views as to their preferences on the frequency of the say-on-pay vote. the board of directors will carefully review the outcome of the frequency vote; however, when considering the frequency of future say-on-pay votes, the board of directors may decide that it is in the company's and the shareholders long-term best interest to hold a say-on-pay vote more or less frequently than the frequency receiving the most votes cast by our shareholders.the company's board of directors has no policy with respect to the separation of the offices of  cotb  and  ceo . it is the board's view that rather than having a rigid policy, the board, and upon consideration of all relevant factors and circumstances, will determine, as and when appropriate, whether the offices of  cotb  and ceo should be separate. prior to completion of the nafh investment on january 28, 2011, the positions of  cotb  and ceo were not held by the same individual. since january 28, 2011, r. eugene taylor has served as both the  cotb  and the  ceo . while the company does not have a lead independent director, all of the directors serving on the audit committee are independent. ",1
1274,1072341,2010, mr. flanders is our ceo and mr. chemerow is  cotb  of our board. we have separated these positions to enable the ceo to focus on running the various businesses of playboy and to enable the  cotb  to focus on providing guidance to and independent oversight of management. ,0
1275,1072343,2011,"the electronic or paper proxy card supplied by the company will apply to the number of shares of common stock that you hold of record and, if you are a participant in the ceo p, the number of shares held for your account under the ceo p. ceo p participants will not receive a separate voting instruction card. if you do not execute and return this proxy card or vote electronically or telephonically, your shares held of record will not be voted and your shares held in the ceo p will be voted by the ceo p trustee in the same proportion as shares of common stock for which the ceo p trustee has received instructions from other ceo p participants. ",1
1276,1072379,2013,"we have a classified board currently consisting of one class i director (dr. alton l. boynton), two class ii directors (robert a. farmer and jerry jasinowski), and two class iii directors (linda f. powers and dr. navid malik). at each annual meeting of stockholders, directors are elected for a full term of three years to succeed those whose terms are expiring. this year, one class i director will be presented to the stockholders for election to a three-year term that expires at the 2016 annual meeting and until his successor is elected and qualified. the class ii directors have a term that expires at the 2014 annual meeting and the class iii directors have a term that expires at the 2015 annual meeting. the persons named in the enclosed proxy will vote to elect dr. alton l. boynton as a class i director, unless your proxy is marked otherwise. mr. boynton has indicated his willingness to serve, if elected. if he should be unable to serve, the person acting under the proxy may vote the proxy for a substitute nominee. we have no reason to believe that mr. boynton will be unable to serve if elected. set forth below are the name and age of each member of our board (including dr. alton l. boynton, the nominee for election as a class i director), and the positions and offices held by him or her, his or her principal occupation and business experience during at least the past five years, the names of other publicly held companies of which he or she serves as a director and the year of the commencement of his or her term as a member of our board. the board believes that ms. powers service as both chairperson of the board and ceo is in our best interest and our stockholders best interests. ms. powers possesses detailed and in-depth knowledge of the issues, opportunities, and challenges facing us, and is thus best positioned to develop agendas that ensure that the board's time and attention are focused on the most critical matters. her combined role enables decisive leadership, ensures clear accountability, and enhances our ability to communicate our message and strategy clearly and consistently to our stockholders, employees and partners. the board has not appointed a lead independent director.",1
1277,1073349,2010,"the board believes that open communications between management and the board of directors are essential for effective risk management and oversight. our  cotb  meets regularly with our ceo to discuss strategy and the risks facing our company. the board periodically holds strategic planning sessions with senior management to discuss strategies, challenges, risks and opportunities of the company. the purpose of the revised 2000 plan is to provide an opportunity for eligible employees of the company to purchase shares of common stock through accumulated payroll deductions. our board of directors believes that it is in our best interests to encourage stock ownership by our employees and that an employee stock purchase plan is an important benefit for purposes of recruiting and retaining employees, including international employees, who make up approximately 34% of our workforce. as of august 31, 2010, 1,061,412 shares had been purchased by employees as a group under the 2000 employee stock purchase plan since its inception and 438,588 shares were available for future purchases. if the revised 2000 plan is approved by stockholders, an aggregate of 2,938,588 shares will be available for future issuance under the revised 2000 plan. if the revised 2000 plan is not approved by stockholders, the current plan will remain in effect, in which case our board of directors believes that we will be unable to provide adequate opportunity for eligible employees to purchase shares of common stock through payroll deductions. the board of directors believes that the proposed amendment is in the best interests of bottomline and its stockholders and recommends that you vote for this proposal ii. the board may at any time terminate or amend the revised 2000 plan. except with respect to reorganization events, (i) no termination of the revised 2000 plan may affect options previously granted, provided that an offering period may be terminated by the board of directors on any exercise date if the board determines that the termination of the plan is in the best interests of the company and its stockholders and (ii) no amendment of the revised 2000 plan may make any change in any option previously granted that adversely affects the rights of any participant. to the extent required by section 423 of the internal revenue code, the company shall obtain stockholder approval in such a manner and to such a degree as required. (a) the board of directors of the company may at any time and for any reason terminate or amend the plan. except as provided in section 18 hereof, no such termination can affect options previously granted, provided that an offering period may be terminated by the board on any exercise date if the board determines that the termination of the plan is in the best interests of the company and its stockholders. except as provided in section 18 hereof, no amendment may make any change in any option theretofore granted which adversely affects the rights of any participant. to the extent necessary to comply with section 423 of the code (or any successor rule or provision or any other applicable law or regulation), the company shall obtain stockholder approval in such a manner and to such a degree as required. we have separated the roles of ceo and  cotb  of our board of directors, in recognition of the differences between these two positions. our ceo is responsible for setting the strategic direction of our business and overseeing the day to day operation of the company. the  cotb  provides guidance to our  ceo , sets the agenda for board meetings and presides over full meetings of the board as the board fulfills its fundamental role of providing advice to and oversight of management. ",0
1278,1073431,2011,"our bylaws and governance principles provide our board of directors with flexibility to combine or separate the positions of chairman of the board and chief executive officer in accordance with its determination that utilizing one or the other structure is in the best interests of our company. currently, mr. lucier serves as both chairman of the board and chief executive officer. our board has determined that this structure is the most effective leadership structure for our company at this time. the board believes that mr. lucier is the director best situated to identify strategic opportunities and focus the activities of the board due to his full- time commitment to the business and his company- specific experience. the board also believes that the combined role of chairman/chief executive officer promotes effective execution of strategic imperatives and facilitates information flow between management and the board. our board has determined that maintaining the independence of the company's directors other than mr. lucier, managing the composition and function of its committees, and appointing an independent presiding director having the duties described below help maintain the board's strong, independent oversight of management. in accordance with our governance principles, our board consists of a supermajority of independent directors. these independent directors meet regularly in executive session without the presence of management or non- independent directors. in addition, our audit, compensation and organizational development, and governance and nominating committees, which oversee critical matters such as the integrity of our financial statements, the compensation of executive management, the selection and evaluation of directors, and the development and implementation of corporate governance policies, each consist entirely of independent directors. furthermore, our board annually appoints an independent director to serve as presiding director. the presiding director has the responsibility of providing input to the chairman/chief executive officer on agenda items for meetings of the board and the board committees and of serving as a point person for stockholder communications with the board. the presiding director presides over all executive sessions and meetings of the independent directors, defines the agenda for the executive sessions, gives feedback to the chief executive officer following such executive sessions, serves as a point of leadership during special situations, ensures that all directors have an equal voice, and assists the chairman or members of management in managing corporate crises, to the extent they arise, making related communications to the other directors. in addition to the president director, our other directors are encouraged to make suggestions for board agenda items or pre- meeting materials.",1
1279,1073431,2011,"our bylaws and corporate governance principles provide our board with flexibility to combine or separate the positions of  cotb  and ceo in accordance with its determination that utilizing one or the other structure is in the best interests of our company. currently, mr. lucier serves as both  cotb  and  ceo . our board has determined that this structure is the most effective leadership structure for our company at this time. the board believes that mr. lucier is the director best situated to identify strategic opportunities and focus the activities of the board due to his full-time commitment to the business and his company-specific experience. the board also believes that the combined role of  cotb / ceo  promotes effective execution of strategic imperatives and facilitates information flow between management and the board. our board has determined that maintaining the independence of the company's directors other than mr. lucier, managing the composition and function of its committees, and appointing an independent presiding director having the duties described below help maintain the board's strong, independent oversight of management. in accordance with our corporate governance principles, our board of directors consists of a supermajority of independent directors. these independent directors meet regularly in executive session without the presence of management or non-independent directors. in addition, our audit, compensation and organizational development, and governance and nominating committees, which oversee critical matters such as the integrity of our financial statements, the compensation of executive management, the selection and evaluation of directors, and the development and implementation of corporate governance policies, each consist entirely of independent directors. furthermore, our board annually appoints an independent director to serve as presiding director. the presiding director has the responsibility of providing input to the  cotb / ceo  on agenda items for meetings of the board and the board committees and of serving as a point person for stockholder communications with the board. the presiding director presides over all executive sessions and meetings of the independent directors, defines the agenda for the executive sessions, gives feedback to the ceo following such executive sessions, serves as a point of leadership during special situations, ensures that all directors have an equal voice, and assists the  cotb  or members of management in managing corporate crises, to the extent they arise, making related communications to the other directors. in addition to the presiding director, our other directors are encouraged to make suggestions for board agenda items or pre-meeting materials.",1
1280,1074902,2013,"the board currently combines the role of  cotb  with the role of  ceo . the board does not have a lead independent director. the board believes this provides an efficient and effective leadership model for the company and facilitates board to management communications. the ceo is the individual selected by the board of directors to manage the company on a day to day basis, and his direct involvement in the company's operations makes him best positioned to lead productive board strategic planning sessions and determine the time allocated to each agenda item in discussions of the company's short- and long-term objectives. combining the  cotb  and ceo roles fosters clear accountability, effective decision-making, and alignment on corporate strategy. however, no single leadership model is right for all companies and at all times. the board recognizes that, depending on the circumstances, other leadership models, such as a separate independent  cotb , might be appropriate. accordingly, the board periodically reviews its leadership structure. the board of directors is responsible for consideration and oversight of risks facing the company and is responsible for ensuring that material risks are identified and managed appropriately. several oversight functions are delegated to committees of the board with such committees regularly reporting to the full board the results of their respective oversight activities. for example, the audit committee meets periodically with management in order to review the company's major financial risk exposures and the steps management has taken to monitor and control such exposures. as part of this process, the audit committee reviews management's risk-assessment process and reports its findings to the full board. also, the compensation committee periodically reviews the most important enterprise risks to ensure that compensation programs do not encourage excessive risk-taking. additional review or reporting on enterprise risks is conducted as needed or as requested by the board or board committee.",1
1281,1075531,2012,"mr. bahna, who is one of our independent directors, currently serves as chairman of the board of directors, and mr. boyd, who is also a member of the board of directors, currently serves as our chief executive officer. the board has had a chairman who is not the chief executive officer and not otherwise a company executive since 2004. the board has determined that the most effective board leadership structure for the company at the present time is for the chief executive officer and chairman of the board positions to be separate. the board believes at this time that continuing to separate the chief executive officer and the chairman of the board roles enables mr. boyd to focus on the business strategy and operations of the company, while mr. bahna provides the independent leadership of the board necessary for the board to fulfill its responsibilities. the board retains the authority to modify this structure as and when appropriate to best address the company's unique circumstances and to advance the best interests of its stockholders. ",0
1282,1075531,2012,"mr. bahna, who is one of our independent directors, currently serves as chairman of the board of directors, and mr. boyd, who is also a member of the board of directors, currently serves as our chief executive officer. the board has had a chairman who is not the chief executive officer and not otherwise a company executive since 2004. the board has determined that the most effective board leadership structure for the company at the present time is for the chief executive officer and chairman of the board positions to be separate. the board believes at this time that continuing to separate the chief executive officer and the chairman of the board roles enables mr. boyd to focus on the business strategy and operations of the company, while mr. bahna provides the independent leadership of the board necessary for the board to fulfill its responsibilities. the board retains the authority to modify this structure as and when appropriate to best address the company's unique circumstances and to advance the best interests of its stockholders",0
1283,1075531,2012,"mr. bahna, who is one of our independent directors, currently serves as  cotb , and mr. boyd, who is also a member of the board of directors, currently serves as our  ceo . the board has had a  cotb  who is not the ceo and not otherwise a company executive since 2004. the board has determined that the most effective board leadership structure for the company at the present time is for the ceo and  cotb  positions to be separate. the board believes at this time that continuing to separate the ceo and the  cotb  roles enables mr. boyd to focus on the business strategy and operations of the company, while mr. bahna provides the independent leadership of the board necessary for the board to fulfill its responsibilities. the board retains the authority to modify this structure as and when appropriate to best address the company's unique circumstances and to advance the best interests of its stockholders.",0
1284,1075531,2012,"mr. bahna, who is one of our independent directors, currently serves as chairman of the board of directors, and mr. boyd, who is also a member of the board of directors, currently serves as our chief executive officer. the board has had a chairman who is not the chief executive officer and not otherwise a company executive since 2004. the board has determined that the most effective board leadership structure for the company at the present time is for the chief executive officer and chairman of the board positions to be separate. the board believes at this time that continuing to separate the chief executive officer and the chairman of the board roles enables mr. boyd to focus on the business strategy and operations of the company, while mr. bahna provides the independent leadership of the board necessary for the board to fulfill its responsibilities. the board retains the authority to modify this structure as and when appropriate to best address the company's unique circumstances and to advance the best interests of its stockholders.",0
1285,1076195,2014,"all of the nominees named below are current directors of our company. each nominee has indicated a willingness to serve as a director for the ensuing year, but in case any nominee is not a candidate at the meeting for any reason, the proxies named in the accompanying proxy form may vote for a substitute nominee selected by the governance and nominating committee. set forth below are the biographies of each director nominee, as well as a discussion of the specific experience, qualifications, attributes and skills that led to the board of directors conclusion that the nominee should serve as a director: our board of directors reviews at least annually the independence of each director. during these reviews, our board of directors considers relationships between each director (considering all relevant facts and circumstances) and our company and our management to determine whether any such relationships are material. in february 2014, our board of directors conducted its annual review of director independence and determined that no material relationships existed that would disqualify any of our directors as independent under the listing standards of the new york stock exchange ( nyse ) or require disclosure under sec rules, with the exception of mr. akradi, who is also our  cotb , president and  ceo . based on a review of information provided by the directors and other information we reviewed, our board of directors concluded that none of our non-employee directors have any material relationship with our company as defined by the listing standards of the nyse. our board specifically considered that mr. eugster is a director and 15% equity owner of a privately held company that provides security and video surveillance related services to our company. we paid less than $525 to this company in fiscal 2013, which is significantly less than the nyse threshold for such transactional relationships. our board also considered that ms. morfitt is a director of lululemon athletica, inc., a company from which we purchase certain apparel. we paid less than $550,000 to lululemon athletica, inc. in fiscal 2013, which is also significantly less than the nyse threshold for such transactional relationships. finally, our board considered that mr. lloyd is the president of meridian health, which contracted with a third-party wellness program provider to provide certain services as part of meridian health's employee wellness program. the third-party wellness program provider then subcontracted with our company to provide certain blood screening services to be included in the wellness program. we received approximately $296,500 from the third-party wellness program provider in fiscal 2013 for the meridian health account, which is also less than the nyse threshold for such transactional relationships. our board determined that the above relationships were at arms-length and not material to any of the entities or the directors, and that messrs. eugster and lloyd and ms. morfitt had no personal interest in the transactions. after review of these transactions, our board of directors determined that messrs. bateman, eugster, jackson, lloyd, richards and vassalluzzo and ms. morfitt are independent.",1
1286,1076481,2012,"board leadership structure our board of directors is currently chaired by our  CEO , dr. hixson. the board has also appointed dr. lerner as lead independent director. as a general policy, our board of directors believe that separation of the positions of board chair and CEO reinforces the independence of the board from management, creates an environment that encourages objective oversight of management's performance and enhances the effectiveness of the board as a whole. until september 2009, the positions of  COTB  and CEO were held by different individuals. in september 2009, our board of directors appointed dr. hixson as CEO given his knowledge of the company and business experience. we expect and intend the positions of  COTB  and CEO to be held by two individuals once dr. hixson completes his service as  CEO . ",0
1287,1077183,2017,"board leadership structure. our board does not have a policy on whether the offices of  COTB  and CEO should be separate and, if they are to be separate, whether the  COTB  should be selected from among the independent directors. our board believes that it should have the flexibility to make these determinations at any given time in the way that it believes best to provide appropriate leadership for the company at that time. our board has reviewed our current board leadership structure in light of the composition of the board, the company's size, the nature of the company's business, the regulatory framework under which the company operates, and other relevant factors. considering these factors, the company has determined to have the same individual, douglas vanoort, serve as CEO and  COTB . the board does not have or appoint a lead independent director. board role in risk oversight. the board administers its risk oversight function directly and through the audit committee. the board and the audit committee regularly discuss with management the company's major risk exposures, their potential financial impact on the company, and the steps taken to monitor and control those risks. ",0
1288,1077428,2012,"under the company's board leadership structure, the ceo and  cotb  positions are held by two separate individuals. james r. holland, jr acts as a non-employee  cotb  and george f. jones is the ceo . the board determined that this was the most effective way for its leadership to be structured and believes this is a best practice for governance in its industry. the company has intensified its focus on risk evident in the industry, its markets and those related to its unique business model. as a result, the company created a risk management committee ( rmc ) which operates under the direction of the audit committee of the board of directors. the audit committee approved the rmc's charter and defined scope of activities. the rmc is comprised of executives responsible for all major categories of risk and reports to the audit committee at least quarterly. the audit committee then reports to the board at least quarterly on any activities of the rmc. if there were any risk matters requiring attention, the rmc would alert the audit committee and then elevate any matters necessary to the board.",0
1289,1077771,2010,"the board believes it is necessary and appropriate for the company to maintain an adequate number of authorized common and preferred shares to be available for issuance with the approval of the board of directors. in connection with the capital raised in february 2010, the company has committed to seek shareholder approval to authorize for issuance at least the 18,975,000 shares necessary to convert the common stock equivalent securities. under the terms of the series b common stock equivalent preferred stock designation adopted in connection with the issuance of those securities, if the company fails to obtain such shareholder approval by august 15, 2010, thereafter, non-cumulative cash dividends will be payable on the series b common stock equivalent in an amount equal to the greater of (i) the annualized dividend yield on our common stock and (ii) a per annum rate of 15%. of the $303 million gross proceeds raised in february 2010, the company used $214.2 million to redeem all series a preferred shares issued to the u.s. treasury under the tarp capital purchase program. ",0
1290,1078099,2010,"the board oversees, counsels, and directs management in the long-term interest of quepasa and its stockholders. the board's responsibilities include establishing broad corporate policies, and reviewing the overall performance of quepasa. quepasa has chosen to combine the CEO and board cotb positions. we believe that this board leadership structure is the most appropriate for quepasa. because we are a small company and do not have significant revenues, it is more efficient to have the leadership of the board in the same hands as the CEO of quepasa. the challenges faced by us at this stage obtaining financing and developing our business are most efficiently dealt with by one person who is familiar with both the operational aspects as well as the strategic aspects of our business.",0
1291,1079023,2010,"the principal responsibility of the board of directors is to oversee our management and, in so doing, serve our best interests and those of our stockholders. this responsibility includes: reviewing and overseeing principal operating, financial and other corporate plans, strategies and objectives. evaluating our performance and that of our senior executives and taking appropriate action, including removal, when warranted. evaluating our compensation programs on a regular basis and determining the compensation of our senior executives. reviewing material transactions and commitments in the ordinary course of business. developing a corporate governance structure that allows and encourages the board of directors to fulfill its responsibilities. providing advice and assistance to our senior executives. in addition, it is the board of directors practice, on at least an annual basis, to review potential successors for each member of our executive staff. in discharging their fiduciary duties, board of directors members are expected to exercise their business judgment, understand the company and its business and determine whether effective systems are in place for the periodic and timely reporting to the board of directors. the board of directors and its committees meet throughout the year on a set schedule, and hold special meetings and act by written consent from time to time as appropriate. directors are responsible for attending board meetings and meetings of committees on which they serve, and devoting the time needed, and meeting as frequently as necessary, to discharge their responsibilities properly. the board of directors agendas include regularly scheduled sessions to meet without the presence of management. the board of directors has access to all of our employees outside of board of directors meetings and the board of directors periodically visits different varian semiconductor locations. we currently separate the positions of ceo and  cotb . mr. aurelio, who is one of our independent directors, serves as our  cotb . the responsibilities of the  cotb  include, but are not limited to: setting the agenda for each board meeting, in consultation with the ceo and the other directors; presiding at executive sessions of the board; authorizing the retention of outside advisors and consultants who report directly to the board; and conducting, with the other directors, a formal evaluation of the ceo and other executive officers at least annually. separating the positions of ceo and  cotb  allows our ceo to focus on our day-to-day business, while allowing the  cotb  to lead the board in its fundamental role of providing advice to, and independent oversight of, management. the board believes that having an independent director serve as  cotb  is the appropriate leadership structure for us at this time. however, the board understands that there is no single generally accepted approach to providing board leadership and that given the dynamic and competitive environment in which we operate our board leadership structure may vary as circumstances warrant. to elect the following nominees as class iii directors for the ensuing three years:",0
1292,1080014,2010," we currently have separate individuals serving as our cotb and our principal executive officer. dr. vagelos, a co-founder of theravance, has served as cotb since our inception and mr. winningham has served as our CEO since october 2001. however, dr. vagelos has determined not to stand for re-election and thus will cease to be cotb following the date of the annual meeting. following the annual meeting, mr. winningham will serve as cotb and CEO and mr. waltrip will serve as lead independent director. in his role as lead independent director, mr. waltrip will provide a source of board of directors leadership complementary to that of mr. winningham as cotb . as the lead independent director, mr. waltrip will coordinate the activities of the other independent directors, including coordinating with the cotb an appropriate schedule of board of directors and committee meetings, suggesting to the cotb agenda topics for meetings of the board of directors, coordinating with the cotb on the quality, quantity and timeliness of information submitted by management to independent directors, developing agendas for and serving as cotb of the executive sessions of the board of directors' independent directors, serving as the principal liaison between the independent directors and the cotb , discussing the results of the CEO 's performance evaluation with the cotb of the compensation committee and, together with the compensation committee cotb , deliver the results of the evaluation to the CEO , and coordinating with the general counsel and corporate secretary responses to questions and/or concerns from stockholders, employees, or other interested parties. we currently have separate individuals serving as our cotb and our principal executive officer.",0
1293,1080034,2011,"we currently separate the functions of the  cotb  and the  ceo . the  cotb  is mr. hart, who has responsibility for overseeing board-related matters. mr. zarley, the company's  ceo , oversees the day-to-day operations of the company. the board believes that having different individuals serve as  cotb  and ceo is the most appropriate leadership structure for the board at this time because it is valuable to have strong independent leadership to assist the board in fulfilling its role of overseeing the management of valueclick and its risk management practices, separate from the ceo . however, valueclick does not have a policy against having the roles of the  cotb  filled by the same person. this provides the board with the flexibility to determine whether the two roles should be combined in the future based on valueclick's needs and the board's assessment of valueclick's leadership from time to time. in february 2011, the board eliminated the position of 'lead outside director' previously held by dr. rayport as it was determined that the duties and responsibilities of this position were adequately addressed by the  cotb . however, valueclick anticipates that it would reestablish the position of 'lead outside director' if the  cotb  and ceo positions were combined.",0
1294,1080747,2012,"the board of directors determines what leadership structure it deems appropriate from time to time based on factors such as the experience of the company's board members and executive officers, the current business environment of the company and other relevant factors. after considering these factors, the board has determined that the appropriate leadership structure for the company at this time is a board of directors led by a  cotb  (w. thomas green, jr.) and a president and ceo (wyche t. green, iii) who also serves on the company's board. this structure provides strength to the company by giving the ceo a respected voice on our board, while at the same time giving leadership of the board to another individual who, together with the other directors, provides oversight of management and its implementation of our strategic plans. in order to set a framework for its leadership structure and assist the board in the exercise of its responsibilities, the board has adopted a set of corporate governance guidelines (the guidelines ), a copy of which is posted on the company's website at and which is available in print, without charge, to any stockholder who requests them. the guidelines acknowledge the leadership exercised by the board's standing committees and their chairs and are intended to serve as a flexible framework within which the board and these committees may conduct their business. the nominations and governance committee is responsible for overseeing the guidelines and annually reviews them and makes recommendations to the board concerning corporate governance matters. the board may amend, waive, suspend, or repeal any of the guidelines at any time, with or without public notice, as it determines necessary or appropriate in the exercise of the board's judgment or fiduciary duties.",0
1295,1082324,2013,"the board believes that the company's ceo is best situated to serve as  cotb  because he is the director most familiar with the company's business and industry, and most capable of effectively identifying strategic priorities and leading the discussion and execution of strategy. independent directors and management have different perspectives and roles in strategy development. the company's independent directors bring experience, oversight and expertise from outside the company and industry, while the ceo brings company-specific experience and expertise. the board believes that the combined role of  cotb  and ceo promotes strategy development and execution, and facilitates information flow between management and the board, which are essential to effective governance. the company does not currently have a lead independent director. to assure effective independent oversight, the board has designed its leadership structure so that independent directors exercise oversight of the company's management and key issues related to strategy and risk. only independent directors serve on the audit committee, the compensation committee and the nominating and corporate governance committee of the board and all standing board committees are chaired by independent directors.",1
1296,1082510,2014,"our bylaws allow flexibility to separate or consolidate the positions of  cotb  and  ceo , or ceo , as the board may determine to be appropriate at a given time to support the effective governance and functioning of the board and uil holdings. we have had a non-executive chair of the board since october 2006. the board has determined that this is the appropriate leadership structure for us at this time. dr. lahey has served as the non-executive chair since may 2010 and has presided over the executive sessions of the board. the non-executive chair and the ceo have complementary roles. the non-executive chair leads the board, and works to assure that the board meets its responsibilities, particularly in effective oversight, including oversight of senior management's assessment and management of our enterprise risk. the responsibilities adopted by the board as they relate to the non-executive chair are included in our corporate governance guidelines, a copy of which is available on our website at www.uil.com. the ceo manages our day-to-day business and is the primary point of communication with shareowners and professionals active in the financial markets, such as wall street analysts. ms. albright, ms. henley-cohn, ms. kelly and mr. miglio serve on the corporate governance and nominating committee of the board of directors. mr. miglio is the chair of the corporate governance and nominating committee. all members of the corporate governance and nominating committee are independent as defined in the listing standards of the nyse. the corporate governance and nominating committee is a standing committee whose functions include identifying and recommending to the board for nomination, consistent with our corporate governance guidelines, individuals qualified to serve as our directors, and recommending to the board the criteria and qualifications for directors; identifying and recommending to the board, directors qualified to serve on committees of the board and to serve as committee chairs; recommending to the board an appropriate board leadership structure and identifying and recommending to the board nominees for  cotb ; developing and recommending to the board and annually reviewing a set of corporate governance guidelines applicable to us; evaluating and making recommendations to the board with respect to the compensation of directors; and overseeing the annual evaluation of board and committee performance. additionally, the corporate governance and nominating committee is responsible for the initial evaluation of risk in connection with the areas of responsibility set forth in its charter. the corporate governance and nominating committee charter is available on our website, our code of ethics for the  ceo , presidents and senior financial officers, or the officer code, establishes policies and procedures that (1) encourage and reward professional integrity in all aspects of the financial organization, (2) prohibit and eliminate the appearance or occurrence of conflicts between what is in our best interest and what could result in material personal gain for a member of the organization, (3) provide a mechanism",0
1297,1082526,2014,"the roles of  cotb  and ceo may be filled by the same or different individuals, as determined by our board of directors based on the recommendation of the nominating and corporate governance committee. this allows our board of directors flexibility to determine whether the two roles should be combined or separated based upon our needs and our board of directors assessment of our leadership from time to time. our board of directors currently believes that it is in the best interests of sciquest and its stockholders for stephen wiehe, our  ceo , to serve as  cotb , and timothy buckley, an independent director, to serve as our lead independent director. the nominating and corporate governance committee and our board of directors periodically review our leadership structure to ensure that it remains the optimal structure for our company and our stockholders. the  cotb , among other things, is responsible for presiding over and managing the board of directors and setting agendas for its meetings. our board of directors believes that mr. wiehe's service as both  cotb  and ceo is in the best interest of our company and our stockholders. mr. wiehe possesses detailed and in-depth knowledge of the issues, opportunities and challenges facing our company, its business and its industry and is best positioned to develop agendas that ensure that the time and attention of the board of directors are focused on the most critical matters and to communicate strategic proposals with respect to such issues, opportunities and challenges with the board of directors. the board of directors believes this combined role enables decisive leadership, ensures clear accountability and enhances the company's ability to communicate its message and strategy clearly and consistently to our stockholders, employees, customers and suppliers. in addition, each of the directors other than mr. wiehe is independent, and the board of directors believes that these independent directors provide effective oversight of management. furthermore, our board of directors, including each of its committees, also has full access to members of management, either as a group or individually, and to all company information they deem necessary to fulfill the obligations of our board of directors and its committees. timothy buckley, an independent director, was selected by our board of directors to serve as our lead independent director. as lead independent director, mr. buckley has the responsibility of presiding at all executive sessions of the board of directors, consulting with the  cotb  and ceo on the operations of the board of directors, as well as our company generally, and acting as a liaison between management and the non-management directors, including maintaining frequent contact with the  cotb  and  ceo .",1
1298,1082754,2014,"our board currently consists of an executive  cotb  position that is separate from the position of  ceo . the board believes that the decision of whether to combine or separate the positions of ceo and  cotb  will vary from company to company and depend upon a company's particular circumstances at a given point in time. for our company, the board currently believes that separating the ceo and executive  cotb  positions is the appropriate leadership structure and is in the best interests of our shareholders. accordingly, dr. massingale serves as executive  cotb , while mr. roth serves as our chief ",0
1299,1084048,2015,"we separate the roles of ceo and  cotb  in recognition of the different responsibilities fulfilled by the ceo and the  cotb  at j2 global. the ceo is responsible for setting the strategic direction for j2 global and for the day-to-day leadership and performance of j2 global, while the  cotb  provides guidance to the ceo and sets the agenda for, and presides over, meetings of the board of directors.",0
1300,1084580,2012, the non-employee directors of the board of directors meet in executive session at each meeting of the board of directors. these executive sessions are led by the non-employee members of the board on a rotating basis. the non-employee directors have the authority to retain outside consultants and to schedule additional meetings. mr. handler continues to serve as both  cotb  and ceo and we do not have a lead independent director. the board believes a lead independent director is not desirable for 3 reasons: (1) the board's size makes interaction among all directors relatively easy; (2) the existence of a lead independent director may cut off or reduce access of other directors to the ceo and management and result in a less informed and less effective board; and (3) the board has a procedure for determining who shall lead non-employee executive sessions of the board. ,1
1301,1084765,2012,"our bylaws provide that the  cotb  shall be the  ceo , unless the board vests this position in another officer. the board believes that its current leadership structure provides independent board oversight and engagement while deriving the benefit of unified leadership and direction by having our ceo also serve as  cotb . as the individual with primary responsibility for managing the company's day-to-day operations and with in-depth knowledge and understanding of the company, the ceo is best positioned to chair regular board meetings as we discuss key business and strategic issues. coupled with an independent lead director who is appointed annually by the board, this combined structure provides independent oversight while avoiding unnecessary confusion regarding the board's oversight responsibilities and the day-to-day management of business operations. the board has designated a. robert pisano to serve as lead director, with responsibilities that are similar to those typically performed by a separate  cotb . the responsibilities of our executive  cotb  and ceo and our lead director are summarized in the table below.",1
1302,1085770,2012,"according to the company's bylaws, the roles of ceo and  cotb  are to be distinct and not held by the same person. the board believes such separation of roles is at present in the best interests of the company. this structure helps ensure a greater role for the independent directors in the oversight of the company and active participation of the independent directors in setting agendas and establishing priorities and procedures for the board. this structure also helps the ceo focus on the management of the company's day-to-day operations. although the full board and all committees each considers risk management as part of its respective functions, our board of directors has designated the fully independent audit committee to take the lead in overseeing risk management in several areas important to the company, such as financial controls, business transactions and integrity. the company believes its leadership structure fosters an atmosphere of significant involvement in the oversight of risk at the board of directors level while benefiting from the independence of the audit committee. the audit committee receives input from management and advisors and makes periodic reports to the full board based on briefings provided by management and advisors in these areas as well as the committee's own analysis and conclusions regarding the adequacy of the company's related processes. accordingly, the audit committee will also, when necessary, consider risk-related matters without the presence of management or the  cotb  and  ceo . the board of directors, and its other committees, also incorporate risk-management oversight into their respective functions. in addition, the board encourages management to promote a corporate culture that incorporates risk management into the company's strategies and day-to-day business operations.",0
1303,1086195,2010," the board of directors believes that it would be in the best interests of our stockholders to approve the amendment and restatement to our 1996 plan to: we separate the roles of ceo and  cotb  in recognition of the differences between the two roles. the ceo is responsible for setting the strategic direction for the company and the day to day leadership and performance of the company, while the  cotb  provides guidance to the  ceo , sets the agenda for board meetings and presides over meetings of the full board and executive sessions of our non-employee directors. ",0
1304,1086222,2012,"currently, the roles of chairman of the board of directors and chief executive officer are held by two different individuals. we believe this structure represents an appropriate allocation of roles and responsibilities at this time. with his background as our chief executive officer from 1999 through 2004 combined with his leadership qualities, mr. conrades is well-positioned to lead the board in its fundamental role of providing advice to and oversight of management. mr. sagan is then better able to focus on our day-to-day business and strategy, meet with investors and convey the management perspective to other directors. in addition, with mr. coyne's position as lead director, an independent director is able to play a key role in ensuring board effectiveness and adherence to good governance principles. ",0
1305,1086222,2014,", age 65, has served as a director of akamai since november 2001. between 1995 and his retirement in july 2003, mr. coyne served in a variety of senior management positions at the eastman kodak company, which develops, manufactures and markets imaging products and services. mr. coyne most recently served as group executive, photography group, and executive vice president of eastman kodak. mr. coyne also serves on the board of directors of rocktech, a private company. he is president and ceo of the new jersey chapter of the national association of corporate directors and a nacd board leadership fellow. in the past, he has served as a director of openpages inc., bioclinca and avecia group ltd. and as  cotb  of welch allyn. under our written code of business conduct and ethics, our employees and members of our board of directors are prohibited from entering into any business, financial, or other relationship with our existing or potential customers, competitors, or suppliers that might impair, or appear to impair, the exercise of his or her judgment for akamai. our code of business conduct and ethics also prohibits situations involving akamai entering into a business transaction with an executive officer or director, a family member of an executive officer or director, or a business in which such a person has any significant role or interest if such a transaction could give rise to a conflict of interest. our executive officers and directors are obligated under the code of business conduct and ethics to disclose to our legal department any existing or proposed transaction or relationship that reasonably could be expected to give rise to a conflict of interest. the legal department then makes a determination, with such assistance as it deems appropriate, whether the transaction or relationship is in akamai's best interests and, if such transaction or relationship is entered into, the conditions under which it may proceed. our board of directors believes that approval of the election of monte ford, frederic salerno, steven scopellite and bernardus verwaayen to serve as class iii directors is in the best interests of akamai and our stockholders and, therefore, recommends that the stockholders vote for each of these nominees. our board of directors believes that ratification of the selection of pricewaterhousecoopers llp as our independent auditors for the year ending december 31, 2014 is in the best interests of akamai and our stockholders and, therefore, recommends that the stockholders vote for this proposal. currently, the roles of  cotb  and ceo are held by two different individuals. we believe this structure represents an appropriate allocation of roles and responsibilities at this time. with his background as our ceo from april 1999 to april 2005 combined with his leadership qualities, mr. conrades is well-positioned to lead the board in its fundamental role of providing advice to and oversight of management. dr. leighton is then better able to focus on our day-to-day business and strategy, meet with investors and convey the management perspective to other directors. in addition, with mr. salerno's position as lead director, an independent director is able to play a key role in ensuring board effectiveness and adherence to good governance principles. ",0
1306,1087294,2019," the business of the company is managed under the direction of the board, which is elected by the company's shareholders. the basic responsibility of the board is to lead the company by exercising its business judgment to act in what each director reasonably believes to be the best interests of cumberland and its shareholders. leadership is important to facilitate the board acting effectively as a working group so that the company and its performance may benefit. the role of the  cotb  includes providing continuous feedback on the direction, performance and strategy of the company, serving as chair of regular and executive sessions of the board, setting the board's agenda with the company, and leading the board in anticipating and responding to crises. the board believes that the advisability of having a separate or combined  cotb  and ceo is dependent upon the strengths of the individuals that hold these positions and the most effective means of leveraging these strengths. at this time, given the composition of the company's board, the effective leadership of mr. kazimi as both  cotb  and  ceo , and the current challenges faced by the company, the board believes that combining the ceo and board  cotb  positions provides the company with the right foundation to pursue the company's strategic and operational objectives, while maintaining effective oversight and objective evaluation of the performance of the company. ",1
1307,1087934,2011,"our ceo is a member of the board, but a different director who is not an executive officer serves as  cotb . the board believes that this leadership structure is best at this time, as it facilitates the ability of the board and its committees to bring independent evaluation and thinking to strategic planning for our present and future operations, and allows the board, without the participation of our executives, to fulfill its oversight function with respect to what we do and how we do it. we believe the benefit of having the ceo on the board is the information and insight about our business that he brings to each board meeting and adds to the totality of information our directors receive for consideration. our directors believe it is a board-level function to provide oversight with respect to the management of risks. accordingly, our board regularly engages in risk oversight by evaluating our circumstances and opportunities for the purpose of trying to strike a reasonable balance between anticipated risks we are willing to accept to create opportunities to achieve rewards that are consistent with our short and long-term business objectives. while certain risks are in the purview of committees of the board, and are scrutinized closely at the committee level, the full board has responsibility for risk oversight. our board believes each action, either directly or indirectly by association with other circumstances and events, could create or enhance risk exposure at any level of our operations. as management modifies and refines our strategic plan, it: assesses risks it believes may be associated with implementation of the strategy, briefs the board on the potential risks, seeks from the board guidance on how to proceed and appropriate authorization, and develops systemic processes and procedures it believes will enable employees to monitor the level of various risks as part of a process to gather information reported up the ladder to the board for consideration in its oversight of our risk profile and deciding on future strategies and actions. our board is assisted in its oversight responsibilities by the standing board committees, which have assigned areas of oversight responsibility for various matters as described in the committee charters. for example, our audit committee assists the board's oversight of the integrity of our financial statements, the qualifications and independence of our independent registered public accounting firm, and the performance of our internal audit function and independent registered public accounting firm. pursuant to its charter the audit committee also considers our policies with respect to risk assessment and risk management. the compensation committee oversees the compensation of our ceo and other executive officers and evaluates the appropriate compensation incentives to motivate senior management to grow long-term stockholder returns without undue risk taking. our corporate governance and nominating committee periodically evaluate and recommend changes to our corporate governance guidelines and code of ethics. with respect to consideration of risks related to compensation, our board has reviewed potential risks related to compensation policies and practices applicable to all employees and has concluded that they are not reasonably likely to have a material adverse effect on our company.",0
1308,1088825,2010,"the company's corporate governance guidelines state that the company has no fixed policy on whether the roles of cotb and CEO should be separate or combined, with this decision being made by the board based on the best interests of the company considering the circumstances at the time. currently, the board does not have a designated cotb although the roles our functionally combined with our CEO , mr. rogers, managing those duties, including board agendas, schedules, and meetings. mr. rogers, who is responsible for the day-to-day operation of the company, possesses a detailed and in-depth knowledge of the issues, opportunities and challenges facing the company. mr. rogers is best positioned to efficiently manage the process for creating board agendas. additionally, each committee of the board has a standing position on the board's agendas to report its activities and its concerns, if any, to the full board. the committee chairs have regular contact with the CEO and there are frequent operational and strategy updates between board members and management which ensure the kind of direct flow of information and input between the board and management that keeps the board's time and attention focused on the most critical matters impacting the efficient execution of the company's strategic plans. the board believes that its independent, non-management directors, which currently make-up seven of eight directors, provide a range of strong and independent views and opinions and sufficiently balance the governance needs of the company. in addition, the company's non-management directors meet in periodic executive sessions without any members of management present. the purpose of these executive sessions is to promote open and candid discussion among the non-management directors. while the board believes this approach has appropriately and effectively complemented the lack of a designated cotb , the board may review the lack of a designated cotb in the future to evaluate alternative structures. ",0
1309,1088825,2010,"the company's corporate governance guidelines state that the company has no fixed policy on whether the roles of  cotb  and ceo should be separate or combined, with this decision being made by the board based on the best interests of the company considering the circumstances at the time. currently, the board does not have a designated  cotb  although the roles our functionally combined with our  ceo , mr. rogers, managing those duties, including board agendas, schedules, and meetings. mr. rogers, who is responsible for the day-to-day operation of the company, possesses a detailed and in-depth knowledge of the issues, opportunities and challenges facing the company. mr. rogers is best positioned to efficiently manage the process for creating board agendas. additionally, each committee of the board has a standing position on the board's agendas to report its activities and its concerns, if any, to the full board. the committee chairs have regular contact with the ceo and there are frequent operational and strategy updates between board members and management which ensure the kind of direct flow of information and input between the board and management that keeps the board's time and attention focused on the most critical matters impacting the efficient execution of the company's strategic plans. the board believes that its independent, non-management directors, which currently make-up seven of eight directors, provide a range of strong and independent views and opinions and sufficiently balance the governance needs of the company. in addition, the company's non-management directors meet in periodic executive sessions without any members of management present. the purpose of these executive sessions is to promote open and candid discussion among the non-management directors. while the board believes this approach has appropriately and effectively complemented the lack of a designated  cotb , the board may review the lack of a designated  cotb  in the future to evaluate alternative structures. ",0
1310,1088856,2012,"in accordance with our amended and restated bylaws, our board appoints our officers, including our  ceo . our board does not have a policy on whether the role of the  cotb  and ceo should be separate and, if it is to be separate, whether the  cotb  should be selected from the non-employee directors or be an employee and if it is to be combined, whether a lead independent director should be selected. however, our board is committed to corporate governance practices and values independent board oversight as an essential component of strong corporate performance. for example, five of our seven directors qualify as independent according to the rules and regulations of nasdaq. in february 2010, our board undertook a review of the independence of each director and considered whether any director has a material relationship with us that could compromise his ability to exercise independent judgment in carrying out his responsibilities. as a result of this review, our board determined that the following current directors are independent under current nasdaq rules: g. leonard baker, jr. joseph c. cook, jr. patrick g. enright james a. harper david l. mahoney currently, we separate the roles of ceo and  cotb  in recognition of the differences between the two roles. the ceo is responsible for setting the strategic direction for our company and the day-to-day leadership and performance of our company, while the  cotb  provides guidance to the ceo and management and sets the agenda for board meetings and presides over meetings of the full board. mr. belanoff, our  ceo , is an employee of our company and is therefore not independent under the rules of nasdaq stock market. mr. wilson, our  cotb , is an employee of our company and is therefore not independent under the rules of nasdaq stock market. our board believes that the current board leadership structure is appropriate for our company and our stockholders at this time.",0
1311,1089819,2013,"this proxy statement and the accompanying proxy card are being mailed first on or about march 15, 2013 to record shareholders of cleco as of the close of business on march 1, 2013. cleco's board of directors has delegated some of its authority to four committees. these are the audit committee, the compensation committee, the finance committee and the nominating/governance committee. the members of those committees are identified, as appropriate, under class i directors, class ii directors and class iii directors above. in accordance with current listing standards of the nyse, cleco's board of directors has adopted categorical standards to assist it in making determinations of director independence that are required by the nyse. these categorical standards are posted on cleco's web site at in july 2003, the board of directors voted to separate the ceo and board chairperson positions in response to the nominating/governance committee's assessment of good corporate governance measures. the nominating/governance committee determined that the primary objectives of having a non-management chairperson would be to have the chairperson serve as an advisor to the ceo and to provide increased informal communication between management and the board of directors. upon recommendation from the nominating/governance committee and approval by the board of directors, cleco's corporate governance guidelines were amended to allow for the election of a non-management chairperson. mr. garrett has served as the non- management  cotb  of cleco's board of directors since october 1, 2003. the board of directors believes that separation of the ceo and board chairperson positions provides greater opportunities for communication between management and the board of directors, enhances the board's independent and objective assessment of risk and improves the overall effectiveness of the board. the board of directors also believes that separation of the positions provides a stronger corporate governance structure. in his role as  cotb  of the nominating/governance committee, mr. garrett is responsible for providing leadership for all",0
1312,1089872,2014,"our board of directors non-management directors meet periodically in executive session. executive sessions are generally held in connection with regularly scheduled board meetings. jirka rysavy serves as a director and as our  cotb , and lynn powers serves as a director and as our  ceo . as our  cotb , mr. rysavy is the most senior executive officer of gaiam and he presides at meetings of our shareholders and our board of directors. the  cotb  is responsible for business initiative development and oversees our affairs and business in a supervisory role. as our  ceo , ms. powers is the second-most senior executive officer of gaiam and has primary, general and active control over our affairs and business and general supervision of our officers, agents and employees. we do not have a lead independent director but, during the past year, five out of the seven members of our board of directors were considered independent and meet periodically in executive session, as described above. we also maintain an audit committee and compensation committee, each consisting of three independent directors. further, as described elsewhere in this proxy statement, mr. rysavy controls more than 50% of the voting power of our capital stock, thereby making gaiam a controlled company under the nasdaq global market rules and, therefore, exempt from several of the corporate governance rules concerning independent director oversight over our affairs. the product offerings and delivery channels, as well as the competitive and technology landscape, involved in our business are constantly evolving and our senior executive officers are bringing extensive knowledge in these areas to the board of directors, allowing them to effectively direct board discussions and focus board decision-making on those items most important to our overall success. our board of directors believes that having our two most senior executive officers on our board of directors, one of which is presiding at board meetings, helps promote our overall strategic development and facilitates the efficient flow of information between management and our board of directors. our board of directors also believes that this leadership structure optimizes mr. rysavy's and ms. powers contributions to the board's efforts. further, as our founder and largest shareholder, mr. rysavy brings an important perspective to board discussions. the board works closely with mr. rysavy and ms. powers in their regular assessment of the risks that could confront our business, whether due to competitive issues, the economy or otherwise. it is management's responsibility to manage risk and bring to our board of directors attention the most material risks to us. our board of directors has oversight responsibility of the processes established to report and monitor systems for material risks applicable to us and annually reviews our enterprise risk management. our board of directors regularly reviews materials risk management, which includes major cost inputs, including foreign exchange rates. our audit committee regularly reviews treasury risks (insurance, credit, and debt), financial and accounting risks, legal and compliance risks, information technology security risks and risks related to internal control over financial reporting. our compensation committee considers risks related to the attraction and retention of talent and risks relating to the design of compensation programs and incentive arrangements. our compensation committee also reviews compensation and benefits plans affecting employees in addition to those applicable to executive officers. we have determined that it is not reasonably likely that risks arising from compensation and benefit plans would have a material adverse effect on us. in addition, the full board of directors considers risks to our reputation, reviews risks related to the sustainability of our operations, considers risks related to succession planning and oversees the appropriate allocation of responsibility for risk oversight among the committees of the board. the full board also has oversight of enterprise risk management and considers strategic risks and opportunities on a regular basis.",0
1313,1090012,2010,"as stated in the company's corporate governance guidelines, the board reserves the right to determine, from time to time, how to configure the leadership of the board and the company in the way that best serves the company. the board specifically reserves the right to vest the responsibilities of chairman of the board and chief executive officer in the same individual. j. larry nichols currently serves as chairman of the board and chief executive officer. at the time of his election, the board believed that it was in the best interests of the company to have a single person serve as chairman and chief executive officer to provide unified leadership and direction. the board currently has no fixed policy with respect to combining or separating the offices of chairman of the board and chief executive officer. although the board still believes this structure is in the company's best interest, the board may separate these positions in the future should circumstances change. the company's corporate governance guidelines provide that at any time the chief executive officer holds the position of chairman of the board, the board shall appoint an independent director to serve as the lead director.the board has a lead director whose primary responsibility is to preside over the executive session of the board meeting in which mr. nichols, mr. richels and other members of management do not participate. the lead director also performs other duties that the board may from time to time delegate to assist the board in the fulfillment of its responsibilities. in 2009, the lead director presided over seven executive sessions of the board. thomas f. ferguson has served as our lead director since 2008 and will serve in that position until his retirement at the annual meeting, at which time the board of directors will appoint a successor.",1
1314,1090012,2011,"as stated in the company's corporate governance guidelines, the board reserves the right to determine, from time to time, how to configure the leadership of the board and the company in the way that best serves the company. the board specifically reserves the right to vest the responsibilities of chairman of the board and chief executive officer in the same or in different individuals. the board currently has no fixed policy with respect to combining or separating the offices of chairman of the board and chief executive officer. j. larry nichols currently serves as executive chairman of the board and john richels serves as president and chief executive officer. although the board believes this structure is in the company's best interest at the present time, the board may combine these positions in the future should circumstances change. the company's corporate governance guidelines provide that at any time the chief executive officer holds the position of chairman of the board, the board shall appoint an independent director to serve as the lead director. although these positions are currently held by different individuals, the board has appointed mr. john hill to serve as lead director. ",0
1315,1090727,2010,"our corporate governance guidelines provide that our board will include a majority of independent directors and these guidelines and our bylaws provide that our ceo will serve as  cotb . accordingly, scott davis has served as  cotb  since he was appointed ceo on january 1, 2008. having our ceo serve as  cotb  is consistent with the historical practice of ups, as all nine of our previous  ceo s have also served as  cotb . as described above under director independence, eight of our ten directors are independent. in addition, all of the directors on each of the audit committee, the compensation committee and the nominating and corporate governance committee are independent directors and each of these committees is led by a committee chair. the committee chairs set the agendas for their committees and report to the full board on their work. we do not have a lead director, but our corporate governance guidelines provide that our non-management directors will meet in executive session without management present as frequently as they deem appropriate, typically at the time of each regular board meeting. the chairs of the independent board committees rotate as presiding director, and the presiding director acts as a liaison between the non-management directors and the  cotb  and ceo . our company has employed this leadership structure of having a combined  cotb  and ceo for many years, and we believe that this leadership structure has been effective for the company. we believe that having a combined  cotb  and  ceo , a board with a majority of independent directors who meet regularly in executive session, and independent chairs for the board's audit, compensation, and nominating and corporate governance committees provides the best form of leadership for the company and the board of directors. we have a single leader for our company and he is seen by our employees, customers, business partners, shareowners and other stakeholders as providing strong leadership for the company, in our industry and in the communities in which we operate. our board is responsible for overseeing our risk management. the board delegates many of these functions to the audit committee. under its charter, the audit committee is responsible for discussing with management policies with respect to financial risk assessment and enterprise risk management, including guidelines to govern the process by which major financial and accounting risk assessment and management is undertaken by the company. the audit committee also oversees our corporate compliance programs, as well as the internal audit function. in addition to the audit committee's work in overseeing risk management, our full board regularly engages in discussions of the most significant risks that the company is facing and how these risks are being managed, and the board receives reports on risk management from senior officers of the company and from the chair of the audit committee. the board receives periodic assessments from the company's ongoing enterprise risk management process that are designed to identify potential events that may affect the achievement of the company's objectives. the company's senior vice president of legal, compliance and public affairs, general counsel and corporate secretary reports directly to our  cotb  and  ceo , providing him with visibility to the company's risk profile. the board of directors believes that the work undertaken by the audit committee, together with the work of the full board of directors and the  cotb  and  ceo , enables the board of directors to effectively oversee the company's risk management function.",1
1316,1090727,2011,"our corporate governance guidelines provide that our board will include a majority of independent directors, and the guidelines and our bylaws provide that our ceo will serve as chairman of the board. accordingly, scott davis has served as chairman of the board since he was appointed ceo on january 1, 2008. having our ceo serve as chairman of the board is consistent with the historical practice of ups, as all nine of our previous chief executive officers have also served as chairman of the board. as described above under director independence, nine of our 11 directors are independent. in addition, all of the directors on each of the audit committee, the compensation committee and the nominating and corporate governance committee are independent directors. each of these committees is led by a committee chair who sets the agenda for the committee and reports to the full board on the committee's work. we do not have a lead director, but our corporate governance guidelines provide that our non-management directors will meet in executive session without management present as frequently as they deem appropriate, typically at the time of each regular board meeting. the chairs of the independent board committees rotate as presiding director, and the presiding director acts as a liaison between the non-management directors and the chairman and ceo in connection with each regular meeting. our company has employed this leadership structure of having a combined chairman and chief executive officer for many years, and we believe that this leadership structure has been effective for the company. we believe that having a combined chairman and chief executive officer, a board with a majority of independent directors who meet regularly in executive session, and independent chairs for the board's audit, compensation, and nominating and corporate governance committees provides the best form of leadership for the company and its shareowners. we have a single leader for our company and he is seen by our employees, customers, business partners, shareowners and other stakeholders as providing strong leadership for the company, in our industry and in the communities in which we operate. ",1
1317,1090727,2012,"our company has employed this leadership structure of having a combined chairman and chief executive officer for many years, and we believe that this leadership structure has been effective for the company. we believe that having a combined chairman and chief executive officer, a board with a majority of independent directors who meet regularly in executive session, and independent chairs for the board's audit, compensation, and nominating and corporate governance committees provides the best form of leadership for the company and its shareowners. we have a single leader for our company and he is seen by our employees, customers, business partners, shareowners and other stakeholders as providing strong leadership for the company, in our industry and in the communities in which we operate. ",1
1318,1090872,2012,"agilent currently separates the positions of ceo and  cotb . since march 2005, mr. cullen, one of our independent directors, has served as our  cotb . the responsibilities of the  cotb  include: setting the agenda for each board meeting, in consultation with the  ceo ; chairing the meetings of independent directors; and facilitating and conducting, with the nominating/corporate governance committee, the annual self-assessments by the board and each standing committee of the board, including periodic performance reviews of individual directors. separating the positions of ceo and  cotb  allows our ceo to focus on our day-to-day business, while allowing the  cotb  to lead the board in its fundamental role of providing advice to and independent oversight of management. the board believes that having an independent director serve as  cotb  is the appropriate leadership structure for agilent at this time. however, our corporate governance standards permit the roles of the  cotb  and the ceo to be filled by the same or different individuals. this provides the board with flexibility to determine whether the two roles should be combined in the future based on agilent's needs and the board's assessment of agilent's leadership from time to time. our corporate governance standards provide that, in the event that the  cotb  is also the  ceo , the board may consider the election of an independent board member as a lead independent director.",0
1319,1090872,2015,"agilent currently separates the positions of ceo and  cotb . since march 2005, mr. cullen, one of our independent directors, has served as our  cotb . the responsibilities of the  cotb  include: setting the agenda for each board meeting, in consultation with the  ceo ; chairing the meetings of independent directors; and facilitating and conducting, with the nominating/corporate governance committee, the annual self-assessments by the board and each standing committee of the board, including periodic performance reviews of individual directors. separating the positions of ceo and  cotb  allows our ceo to focus on our day-to-day business, while allowing the  cotb  to lead the board in its fundamental role of providing advice to and independent oversight of management. the board believes that having an independent director serve as  cotb  is the appropriate leadership structure for agilent at this time. however, our corporate governance standards permit the roles of the chairperson of the board and the ceo to be filled by the same or different individuals. this provides the board with flexibility to determine whether the two roles should be combined in the future based on agilent's needs and the board's assessment of agilent's leadership from time to time. our corporate governance standards provide that, in the event that the chairperson of the board is also the  ceo , the board may consider the election of an independent board member as a lead independent director. in 2014, we amended the corporate governance standards to raise the mandatory retirement age for directors from 72 to 75. the board made the change in recognition of the contribution that experienced directors, with knowledge of the company, bring to effective board oversight.",0
1320,1091667,2013,"we separate the roles of ceo ( ceo ) and  cotb  in recognition of the differences between the two roles. the ceo is responsible for setting the strategic direction for the company and the day to day leadership and performance of the company, while the  cotb , as a non-executive officer, provides guidance to the ceo and presides over meetings of the full board. we could decide to combine these positions in the future. the full board of directors oversees the various risks to the company, delegating to the various committees specific responsibilities. the audit committee reviews our enterprise risk management ( erm ) program on a regular basis. the audit committee meets regularly with members of management in executive session, as well as with the general counsel, chief compliance officer, the vice president of internal audit services and representatives of our independent registered public accounting firm. the compensation and benefits committee oversees our compensation policies and practices, including reviewing our incentive and equity-based compensation plans and benefits plans. the nominating and corporate governance committee oversees corporate governance, including recommending board and committee nominations and the corporate guidelines and determining director independence.",0
1321,1091883,2013,"board leadership structure and role in risk oversight:  cotb ; communications with independent directors we believe that our current board leadership structure fosters appropriate risk oversight for the company for a number of reasons, the most significant of which are discussed below. the board is actively involved in oversight of risks that could affect the company. this administration is coordinated primarily through the committees of the board, as disclosed in the descriptions of each of the committees above and in the charters of each of the committees (which are available on the company's website at www.circor.com under the 'investors' sub link). the full board, however, retains responsibility for the general oversight of risk. the board satisfies this responsibility through full reports from each committee chair regarding the committee's considerations and actions under its purview, as well as through regular reports directly from personnel of the company responsible for oversight of particular risks within the company. this process enables the board and its committees to coordinate and supervise risk oversight, particularly with respect to risks that are overseen by different committees of the board and different personnel within the company. executive sessions of the board without any management present allow the independent directors to review key decisions and discuss matters in a manner that is independent of the ceo and, where necessary, critical of the ceo and senior management. in addition, all key committees of the board are comprised solely of, and chaired by, independent directors.following mr. higgins resignation in december 2012, the board elected to separate the roles of  cotb  and  ceo . prior to mr. higgins resignation, he served in both capacities and mr. dietz served as the lead independent director and presided at executive sessions of the independent directors. in connection with the separation of roles, the board appointed mr. dietz as the  cotb  and eliminated the role of lead independent director, though mr. dietz remains an independent director. ",0
1322,1092289,2016,"the offices of the  cotb  and ceo are currently combined. mr. mitchell serves as the company's  cotb  and  ceo . the board believes that this structure is the most appropriate structure at this time for several reasons. mr. mitchell is responsible for the day-to-day operations of the company and the execution of its strategies. since these topics are an integral part of our board discussions, mr. mitchell is the director best qualified to chair those discussions. in addition, mr. mitchell's experience and knowledge of the company and the oil and natural gas industry are critical to board discussions and the company's success. the board of directors believes that mr. mitchell is well qualified to serve in the combined roles of  cotb  and ceo and that mr. mitchell's interests are sufficiently aligned with the shareholders he represents. the board of directors does not have a lead independent director. however, to help ensure the independence of the company's board of directors, the independent directors of the board generally meet without members of management at regularly scheduled board meetings held in person. also, individual directors may engage an outside adviser at the company's expense, subject to the approval of the chairperson of the corporate governance committee. the board relies upon the foregoing processes and the level of experience and qualifications of its independent directors, particularly the  cotb  of its corporate governance committee, to compensate for having a non-independent  cotb .",1
1323,1092367,2011,"the board does not have a formal policy on whether the roles of ceo and  cotb  should be separate. presently, the two positions are separate, a structure the company has maintained since 1998. the board believes that separating the roles of  cotb  and ceo allows our ceo to focus on the company's day-to-day business while allowing our  cotb  to lead the board in oversight responsibilities. the board does not have a lead independent director; however, at the conclusion of regularly scheduled board meetings, the independent directors have the opportunity to and regularly meet outside the presence of management. in addition, only independent directors serve on the audit committee, compensation committee and nominating committee. the board retains the authority to modify this structure to best address the company's particular circumstances, and to advance the best interests of the company's stockholders, as and when it deems appropriate. ",0
1324,1092699,2011,"set forth below is biographical information for the nominees and each person whose term of office as a director will continue after the annual meeting. the following includes certain information regarding our directors individual experience, qualifications, attributes and skills that led the board of directors to conclude that they should serve as directors. mr. leestma, a non-employee independent director, has served as our  cotb  since march 2011, while mr. black serves as our president and  ceo . mr. cobb previously served as our  cotb  from 2006 until his resignation in march 2011, during which time he was a non-employee independent director. separating these positions allows our ceo to focus on our business, while allowing the  cotb  to lead the board in its fundamental role of providing advice to, and independent oversight of, management. the board of directors recognizes the time, effort and energy that the ceo is required to devote to his position in the current business environment, as well as the commitment required to serve as our  cotb . our corporate governance guidelines require our  cotb  and ceo positions to be separate because the board of directors believes that having separate positions and having an independent director serve as  cotb  is the appropriate leadership structure for us and demonstrates our commitment to good corporate governance.",0
1325,1092796,2016,"we believe that effective board leadership structure can depend on the experience, skills, and personal interaction between persons in leadership roles as well as the needs of our company at any point in time. our corporate governance guidelines support flexibility in the structure of our board of directors by not requiring the separation of the roles of ceo and  cotb . we maintain separate roles between the ceo and  cotb  in recognition of the differences between the two responsibilities. our ceo is responsible for setting our strategic direction and day-to-day leadership and performance of our company. the  cotb  provides input to the  ceo , sets the agenda for board meetings, and presides over meetings of the full board of directors as well as executive sessions of the board of directors.",0
1326,1093557,2014,"our board of directors is led by an independent  cotb , dr. jonathan lord, who assumed the role of  cotb  on may 19, 2010. our  ceo , mr. terrance gregg, and our president and coo, mr. sayer, are the only members of the board who are not independent directors. in accordance with applicable nasdaq listing standards and as required by sec rules and regulations, all committees of our board of directors are made up entirely of independent directors. we believe that this leadership structure facilitates the accountability of our ceo to the board of directors, strengthens the board's independence from management and ensures that the independent directors maintain proper oversight of management. in addition, separation of the office of  cotb  allows mr. gregg to focus on his duties as  ceo . we do not have a formal policy requiring separation of the ceo and  cotb  roles, and we may reconsider our leadership structure from time to time based on considerations at that time. ",0
1327,1093649,2010,"board leadership structure at the current time, we do not separate the roles of CEO and cotb . jean-pierre sommadossi has served as the cotb of our board of directors since our inception and as our president and CEO since november 2000. our board of directors has determined that having the same individual hold both positions is in the best interests of idenix and our stockholders and is consistent with good corporate governance for the following reasons: our CEO is more familiar with our business and strategy than an independent, non-employee cotb would be and is thus better positioned to focus our board's agenda on the key issues facing our company. a single cotb and CEO provides strong and consistent leadership for idenix, without risking overlap or conflict of roles. oversight of our company is the responsibility of our board as a whole, and this responsibility can be properly discharged without an independent cotb . our lead director provides similar benefits to those associated with an independent cotb . in part because of our decision not to separate the two positions at this time, our board of directors has appointed thomas r. hodgson as lead director. mr. hodgson is an independent director within the meaning of nasdaq rules. his duties as lead director include the following: chairing meetings of the independent directors in executive session. meeting with any director who is not adequately performing his or her duties as a member of our board or any committee. facilitating communications between other members of our board and our cotb and CEO . working with our cotb and CEO in the preparation of the agenda for each board meeting and in determining the need for special meetings of our board. reviewing and, if appropriate, recommending action to be taken with respect to written communications from stockholders submitted to our board. consulting with our cotb and CEO on matters relating to corporate governance and board performance. our board believes that our current leadership structure is appropriate because our lead director is able to provide independent leadership and management oversight and our long-term cotb and CEO is able to focus on both day-to-day business and strategy development. ",0
1328,1093649,2014,"currently, the  cotb  and ceo positions are held by different individuals. mr. hodgson is currently the  cotb  of our board of directors. mr. hodgson is an independent director within the meaning of nasdaq rules. our board of directors believes that separation of the ceo and the  cotb  positions is appropriate given the size of our board of directors, the need for undivided attention of the ceo to the implementation of strategic directives and his overall management responsibilities. we believe that as an independent director, mr. hodgson is able to provide leadership to the board of directors without perceived or actual conflicts associated with individual and collective interests of management employees. his duties as  cotb  include the following: chairing meetings of the independent directors in executive session; meeting with any director who is not adequately performing his or her duties as a member of our board of directors or any of its committees; facilitating communications between other members of our board of directors and our president and  ceo ; working with our president and ceo in the preparation of the agenda for each board of directors meeting and in determining the need for special meetings of our board of directors; reviewing and, if appropriate, recommending actions to be taken with respect to written communications from stockholders submitted to our board of directors; and consulting with our president and ceo on matters relating to corporate governance and board of directors performance. our board of directors intends to periodically review the board leadership structure and, if in its judgment it deems appropriate, to make any necessary changes to such structure. to elect the following directors to serve until the next annual meeting of stockholders and until their successors are elected and qualified.",0
1329,1094285,2013,"the board of directors currently consists of 10 directors, nine of whom are considered independent under existing rules of the nyse and the sec. the  cotb , who is also our president and ceo and is not considered an independent director, presides at meetings of stockholders and board meetings. the board has formally designated charles crocker, one of our independent directors, to serve as the lead director. the lead director presides in those executive sessions where the non-management or independent directors meet without the  ceo . in addition, the board's three standing committees consist solely of independent directors. the board believes that its current independent board structure is best for our company and provides good corporate governance and accountability. the board does not have a fixed policy regarding the separation of the roles of the  cotb  and the ceo because it believes the board should be able to freely select the  cotb  based on criteria that it deems to be in the best interests of the company and its stockholders. the board does not believe its independence is compromised by having a single person serve as  cotb  and  ceo . the functions of the board are carried out by the full board, and when delegated, by the board committees. each director is a full and equal participant in the major strategic and policy decisions of our company and the  cotb  has no greater or lesser vote on matters considered by the board. our non-management directors meet in executive session without management (including the  ceo ) on a regularly scheduled basis, with the lead director presiding in such sessions. the board believes that currently it is in the best interests of the company and its stockholders to have a single person serve as  cotb  and ceo to provide unified leadership and direction and an independent lead director to preside over executive sessions and to serve when the  cotb  and ceo is unable to perform the duties of that office. however, consistent with good corporate governance principles, the nominating and governance committee will continue to review periodically this issue to determine whether, based on the relevant facts and circumstances at such future times, separation of the offices of  cotb  and ceo would serve the best interests of the company and its stockholders.",1
1330,1094392,2015,"our company is led by paul f. mclaughlin, who has served as our  cotb  since january 2000 and ceo since june 1996. mr. greig, an independent director, has served as lead director of the board of directors since he was appointed to this position in january 2013. our board of directors is comprised of mr. mclaughlin and seven independent directors. the board has three standing committees with separate chairs the audit, compensation, and nominating and governance committees. each of the board committees is comprised solely of independent directors. our audit committee is responsible for overseeing risk management and, on at least an annual basis, reviews and discusses with management policies and systems pursuant to which management addresses risk, including risks associated with our audit, financial reporting, internal control, disclosure control, legal and regulatory compliance, and investment policies. our audit committee regularly reviews with our board any issues that arise in connection with such topics and, in accordance with our summary of corporate governance guidelines, our full board regularly engages in discussions of risk management to assess major risks facing our company and review options for the mitigation of such risks. each of our board committees also considers the risk within its area of responsibilities. for example, our compensation committee periodically reviews enterprise risks to ensure that our compensation programs do not encourage excessive risk-taking and our nominating and governance committee oversees risks related to governance issues, such as succession planning, and serves as the contact point for employees to report corporate compliance issues. the independent directors meet periodically in executive session chaired by the lead director without the  cotb  and ceo or other management present. in addition to presiding over these executive sessions, the lead director serves as the principal liaison between the independent directors and management and consults with the  cotb  regarding information to be sent to the board of directors, meeting agendas and meeting schedules. furthermore, each director is encouraged to suggest items for the board agenda, and to raise at any board meeting subjects that are not on the agenda for that meeting. we believe that the independent lead director's significant, clearly delineated duties and responsibilities are highly effective in providing oversight of management and direct accountability to shareholders. we have employed this same basic leadership structure since the company became a public company in november 1999 with the addition of the lead director in january 2013. we believe that this leadership structure has been effective for the company. we have a single leader for our company and we believe that he is seen by our customers, business partners, investors and other stakeholders as providing strong leadership for the company and in our industry. we believe that our  cotb / ceo  together with our lead director, audit committee and the full board of directors, provide effective oversight of the risk management function. the stockholders rights plan dated as of june 27, 2005 is due to expire by its terms in june 2015. at this time, the board of directors does not currently expect to extend the term of such plan. ",1
1331,1094739,2012,"board of directors leadership structure jerry s. rawls serves as  COTB  of our board of directors, eitan gertel serves as our CEO and messrs. rawls and gertel constitute our co-principal executive officers. the board believes that it is appropriate for mr. rawls to serve as  COTB  given his long tenure with the company and familiarity with our business strategy and our industry. the board also believes that having an executive officer serve as  COTB  facilitates the flow of information between the board and management, thereby improving the board's ability to focus on key policy and operational issues and the long-term interests of our stockholders. in august 2008, on the recommendation of the nominating and governance committee, the board established the position of lead director. mr. stephens currently serves in that position. the lead director serves as the principal liaison between the independent directors and the  COTB . in that capacity, the lead director presides over executive sessions of the independent directors, chairs board meetings in the  COTB 's absence, and collaborates with the  COTB  on agendas, schedules and materials for board meetings. the board believes that this leadership structure provides the appropriate balance of management and non-management oversight. ",1
1332,1095073,2011,"the company's bye-laws currently provide for the division of the board into three classes, with the directors in each class serving for a term of three years. at the 2011 annual general meeting, three nominees for class iii director positions are to be elected to serve until the 2014 annual general meeting of shareholders or until their qualified successors are elected or until such director's office is otherwise vacated. at its regularly scheduled meeting on february 24, 2011, the nominating and governance committee recommended to the board the nominations of william f. galtney, jr. and roger m. singer as class iii directors. mr. galtney and mr. singer are currently class iii directors of the company. the nominating and governance committee also considered the qualifications of john p. phelan and nominated mr. phelan as a class iii director by unanimous consent on april 4, 2011. the board accepted the nominating and governance committee recommendations, and the nominees have accepted their nominations for the class iii director positions. it is not expected that any of the nominees will become unavailable for election as a director, but if any nominee should become unavailable prior to the meeting, proxies will be voted for such persons as the board shall recommend, unless the board reduces the number of directors accordingly. there are no arrangements or understandings between any director, or any nominee for election as a director, and any other person pursuant to which such person was selected as a director or nominee. if the proposed amendment to the bye-laws is adopted, the class i director positions will be eliminated and current class i directors whose terms are scheduled to expire at the 2012 annual general meeting will be subject to one year terms of service commencing with the elections to be held during the 2012 annual general meeting. likewise, the class ii and class iii director positions will be eliminated at the 2013 and 2014 annual general meetings, respectively, and the respective director nominees at the 2013 and 2014 annual general meetings shall be subject to annual election thereafter. mr. taranto serves as the ceo and as  cotb . in addition to mr. taranto, the board is comprised of six outside directors, five of whom are independent. we believe that having a single leader for both the company and the board of directors who is intimately familiar with the company's history as well as its operations eliminates the potential for confusion or duplication of efforts and provides clear leadership for the company. the board currently maintains audit, nominating and governance and compensation committees, all of whose members are independent directors and each of which has a separate chairperson. the charters for each of these committees, the corporate governance guidelines and the company's ethics guidelines and index to compliance policies are posted on the company's website at . the board also maintains an executive committee, the purpose of which is to take any emergent actions until the board can meet. the members of the executive committee are mr. taranto, mr. galtney and mr. weber. the executive committee met one time in 2010. prior to each scheduled meeting of the board of directors, the directors who are not officers of the company meet in executive session outside the presence of management. the executive sessions are chaired by alternating directors on an alphabetically based rotation. in addition, the independent directors meet in executive session outside the presence of management on a regular basis. we believe that having a combined ceo / cotb  and independent chairs for our audit, nominating and governance and compensation committees provides the appropriate balance between management and independent, non-management leadership. the board retains the flexibility to consider other leadership structures in the future.",1
1333,1095600,2010,"the company has separated the position of  cotb  and ceo since the company first became a public reporting company in 1999. the company believes that this is the appropriate leadership structure, as it permits our  ceo , mr. nesmith, to focus his attention on running the business and developing corporate strategy, while our  cotb , mr. hanna, provides independent leadership to the board of directors in performing its advisory, governance and oversight functions. the board of directors has four (4) standing committees: the audit committee, the compensation committee, the stock option committee, and the nominating/corporate governance committee. the current membership of the standing committees is as follows:",0
1334,1096142,2010,"board leadership structure and role in risk oversight our  CEO , tony strange, is a member of our board of directors but is not  COTB , nor does he serve on any board committees. our former  CEO , ronald malone, continues to serve as our executive  COTB . our board has an independent lead director, victor ganzi. among other responsibilities, the lead director: convenes and chairs regular and special executive sessions of the independent directors; serves as liaison between the independent directors and the  COTB  and the  CEO ; presides at meetings of the board in the absence of the  COTB  and vice  COTB ; and performs such other duties as agreed by the board or the independent directors from time to time. we believe that our leadership structure is appropriate given the independent leadership that our board has in the form of our lead director. the board administers its risk oversight function through the audit committee of the board. through its charter, the audit committee is charged, among other things, with: overseeing the company's compliance programs and meeting with the company's chief compliance officer; reviewing with the company's general counsel on a regular basis all material litigation and other significant legal matters; meeting with the company's independent auditors, internal auditors and financial management and reviewing the scope of audit procedures of the proposed audit and, at the completion of the audit, meeting again with the independent auditors to review audit results; and in turn, reporting to the board at regular intervals on the committee's activities. ",1
1335,1096142,2013,"our  ceo , tony strange, is the  cotb  of our board of directors, but he does not serve on any committees of the board of directors. our board of directors has an independent lead director, victor f. ganzi. among other responsibilities, the lead director: convenes and chairs regular and special executive sessions of the independent directors; serves as liaison between the independent directors and the  cotb  and  ceo ; presides at meetings of the board of directors in the absence of the  cotb  and vice  cotb ; and performs such other duties as agreed by the board of directors or the independent directors from time to time. we believe that our leadership structure is appropriate given the independent leadership that our board of directors has in the form of our lead director. the board of directors administers its risk oversight function through the audit committee of the board of directors. through its charter, the audit committee is charged, among other things, with: overseeing our compliance programs and meeting with our chief compliance officer; reviewing with our general counsel, on a regular basis, all material litigation and other significant legal matters; meeting with our independent auditors, internal auditors and financial management and reviewing the scope of audit procedures of the proposed audit and, at the completion of the audit, meeting again with the independent auditors to review audit results; and reporting to the board of directors at regular intervals on the committee's activities.",1
1336,1096343,2010,"board leadership structure and risk oversight mr. kirshner serves as  COTB  and CEO of the company, and has held both positions since the company became a public company in 1986. the board believes that this leadership structure has served, and continues to serve, the company well, particularly given the emphasis that mr. kirshner has placed on open communication between management and the board and the open access that independent directors have to other members of management. over the longer term, the board has no policy with respect to the separation of the offices of  COTB  and chief executive office, believing that this issue will be part of the succession planning process in the future. the audit committee and the board are principally responsible for monitoring the company's risk management. management regularly reports to the audit committee and the board on litigation risks, underwriting risks, operating risks, reserving issues, investment risks, reinsurance and catastrophe risk management. management has also established an enterprise risk management committee which reports on its activities to the audit committee or the board at least annually. in addition, during 2009, management prepared an analysis of the company's compensation policies and procedures for the compensation committee to assist in determining whether risks and rewards were properly balanced under the company's compensation programs. the board believes it would follow substantially similar procedures in administering its risk oversight function regardless of its leadership structure. ",0
1337,1096738,2011,"the board has an independent  cotb , mr. jones, who has authority, among other things, to call and preside over board meetings, including meetings of the independent directors, to set meeting agendas and to determine materials to be distributed to the board. accordingly, the board  cotb  has substantial ability to shape the work of the board. epocrates believes that separation of the positions of board  cotb  and ceo reinforces the independence of the board in its oversight of the business and affairs of epocrates. in addition, epocrates believes that having an independent board  cotb  creates an environment that is more conducive to objective evaluation and oversight of management's performance, increasing management accountability and improving the ability of the board to monitor whether management's actions are in the best interests of epocrates and its stockholders. as a result, epocrates believes that having an independent board  cotb  can enhance the effectiveness of the board as a whole.",0
1338,1097264,2011," the board believes that it is important to retain the flexibility to allocate the responsibilities of the offices of  cotb  and ceo in any manner that it determines to be in the best interests of the company. currently, the roles of  cotb  and ceo are separate. dr. hoffman serves as  cotb  and mr. berns serves as a director and  ceo . the board believes this is the most appropriate structure for the company at this time because it ensures active participation of the independent directors in setting agendas and establishing board priorities and procedures, while allowing mr. berns to focus on the day to day leadership and performance of the company. although the roles of  cotb  and ceo are currently separated, the board reserves the right to vest the responsibilities of  cotb  and ceo in the same individual at a future point in time. ",0
1339,1097864,2014,", 58. mr. jackson was elected as a director and appointed as president and ceo ( ceo ) of on semiconductor corporation in november 2002. mr. jackson has over 30 years of semiconductor industry experience. before joining on semiconductor, he was with fairchild semiconductor corporation, serving as executive vice president and general manager, analog, mixed signal, and configurable products groups, beginning in 1998, and, more recently, was head of its integrated circuits group. from 1996 to 1998, he served as president and a member of the board of directors of tritech microelectronics in singapore, a manufacturer of analog and mixed signal products. from 1986 to 1996, mr. jackson worked for national semiconductor corporation, most recently as vice president and general manager of the analog and mixed signal division. he also held various positions at texas instruments incorporated, including engineering and management positions, from 1973 to 1986. mr. jackson has served on the board of directors of the semiconductor industry association since 2008 and joined the board of directors of veeco instruments inc. in february 2012. in february of 2014, mr. jackson became a national association of corporate directors board leadership fellow, the highest level of credentialing for corporate directors and corporate governance professionals. we currently separate the roles of ceo and  cotb  to align the  cotb  role with our independent directors and to further enhance the independence of the board from management. our  cotb  works closely with our ceo and general counsel to set the agenda for meetings, facilitate information flow between the board and management, and to gain the benefit of the ceo 's company-specific experience, knowledge and expertise. ",0
1340,1099219,2010,"after careful consideration, in 2006, the board of directors determined that the best leadership structure for metlife is a chairman of the board who also is the company's chief executive officer and a separate empowered lead director. the board believes that its experience with this structure over the course of the last four years has confirmed that it made the right decision. experience has shown that the chairman of the board and chief executive officer has partnered effectively with the lead director. the company's chief executive officer is responsible for the day- to- day operations of the company and setting its strategic business direction. the performance of his responsibilities as chairman of the board is informed by his in- depth knowledge of the business, its opportunities and challenges and the capabilities and talents of the company's senior leadership team. establishing the complementary roles of lead director and chairman of the board and chief executive officer has brought assurance to metlife directors that they will be provided with the information about the company's businesses and operations, have the access to senior management of metlife and have robust and appropriate corporate governance processes and procedures that they need in order to effectively oversee the management of the company and to perform their roles and responsibilities as directors of a global provider of insurance products and services. mr. william c. steere, the company's first lead director from january 2006 through january 2010, and ms. cheryl w. gris , the company's second lead director since february 1, 2010, were each appointed as lead director by the company's independent directors, as provided by the company's corporate governance guidelines. the guidelines establish an empowered independent lead director whose responsibilities include: presiding at executive sessions of the non- management directors (which are held at each regularly scheduled board meeting); conferring with the chairman of the board and chief executive officer about board meeting schedules, agendas and information to be provided to the directors; conferring with the chairman of the board and chief executive officer on issues of corporate importance that may involve action by the board; participating in the compensation committee's annual performance evaluation of the chairman of the board and chief executive officer; and in the event of the incapacity of the chairman and chief executive officer, directing the secretary of the company to take all necessary and appropriate action to call a special meeting of the board as specified in the by- laws to consider the action to be taken under the circumstances. the board of directors has six standing committees (described on pages 20 through 25): audit, compensation, executive, finance and risk policy, governance, and corporate responsibility and compliance. each of those committees, other than the executive committee, is chaired by an independent director. the investment committee of metropolitan life insurance company is also chaired by an independent directo",1
1341,1099305,2012,". the company has separated the positions of ceo and  cotb  as a result of its determination that it is preferable at this time for an independent director to serve as  cotb . the  cotb  supervises the implementation of the policies adopted or approved by the board of directors and presides at all meetings of the board. as directors continue to have more oversight responsibilities, especially in the area of risk management, the company believes it is beneficial to have an independent  cotb  whose sole focus is on leading the board. with guidance from the  cotb , the ceo is responsible for the day-to-day leadership and performance of the company. the company believes this structure provides strong leadership for the board while positioning the ceo as the leader of the company. the company also recognizes, however, that no single leadership model is appropriate at all times and, as a result, the board periodically reviews its leadership structure to determine whether changes are warranted. the company believes that its current leadership structure allows the directors to provide effective oversight of the company's risk management function by receiving and approving recommendations prepared by individuals responsible for risk management. the audit committee, comprised solely of independent directors, assists the board in fulfilling its oversight responsibilities by periodically reviewing and making recommendations to the board regarding the adequacy and effectiveness of the company's risk management and related programs and activities. mr. fisher, the  cotb , serves on the audit committee and is appropriately positioned to include risk management issues on the agenda for board meetings as circumstances warrant. as appropriate, the board members receive recommendations from the  cotb  of the audit committee regarding significant risks or exposures and the steps management has taken to minimize such risk to the company. in addition, the audit committee also regularly communicates with the independent  cotb  of each board committee regarding the risks within that committee's areas of responsibility. the company believes that this leadership structure promotes effective board oversight of risk management because, while the ceo is ultimately accountable for the management of the company's risks, board committees, each chaired by an independent director, actively monitor the company's risk management program, and are provided with the information necessary to evaluate the specific risks relevant to each committee's areas of responsibility. ",0
1342,1099590,2017,"we do not have a fixed policy with respect to the separation of the offices of the  cotb  and ceo and believe that any determination in this regard is part of the executive succession planning process. the board understands that there is no single, generally accepted approach to providing board leadership and, in light of the competitive and dynamic environment in which we operate, the appropriate board leadership structure may vary from time to time as circumstances warrant. mr. galperin currently serves as both our  cotb  and our president and  ceo . our board believes service in these dual roles is in the best interests of our company and our stockholders. mr. galperin co-founded our company, has served as ceo since our inception and is the only member of management on the board. the board is confident that he possesses the most thorough knowledge of the issues, opportunities and challenges facing us and our business and, accordingly, is the person best positioned to develop agendas that ensure that the board's time and attention are focused on the most critical matters. his combined role enables decisive leadership, ensures clear accountability, and enhances our ability to communicate our message and strategy clearly and consistently to our stockholders, employees and users. because the board also believes that strong, independent board leadership is a critical aspect of effective corporate governance, the board has established the position of lead independent director. the lead independent director is an independent director elected annually by the board. ms. serra currently serves as the lead independent director. as lead independent director, she chairs and has authority to call formal closed sessions of the outside directors, leads board meetings in the absence of the  cotb , and leads the annual board self-assessment process. in addition, the lead independent director, together with the chair of the nominating and corporate governance committee, conducts interviews to confirm the continued qualification and willingness to serve of each director whose term is expiring at an annual meeting prior to the time at which directors are nominated for re-election. our board will continually evaluate the current leadership structure of the board with the goal of maximizing its effectiveness.",1
1343,1100441,2012,"in the vote on the election of the three director nominees identified in this proxy statement to serve on our board of directors for a term of three years or until their successors are duly elected and qualified, subject to their earlier resignation or removal, stockholders may: vote in favor of all nominees; withhold from voting with respect to all nominees; or withhold from voting with respect to specific nominees. directors will be elected by a plurality of the votes cast, meaning that the three nominees receiving the most for votes (among votes properly cast in person or by proxy) will be elected. only votes for will affect the outcome. withheld votes or broker non-votes will not affect the outcome of the vote. - 1 - the board of directors recommends a vote for all nominees. effective may 5, 2011, independent director dean h. bergy became  cotb , replacing brian k. hutchison, who stepped down as  cotb  while continuing to serve as our president and ceo and a member of the board of directors. while the position of  cotb  and ceo may be held by the same person, the board of directors believes that this new leadership structure, which separates the  cotb  and ceo roles, is appropriate at this time. the board believes that there are advantages to having an independent director serve as  cotb  for matters such as communications and relations between the board and the ceo and other senior management. in particular, the board of directors believes that the new structure clarifies the individual roles and responsibilities of mr. bergy and mr. hutchison, will assist the board in reaching consensus on particular strategies and policies, and will enhance accountability by facilitating robust director, board and ceo evaluation processes. the  cotb  oversees the planning of the annual board calendar, and, with the  ceo , in consultation with the other directors, schedules and sets the agenda for meetings of the board and leads the discussion at such meetings. the  cotb  also presides at executive sessions, serves as a liaison between the ceo and the independent directors, sees that directors receive appropriate and timely information, assists the chairmen of the board committees in preparing agendas for the respective committee meetings, chairs the company's annual meeting of stockholders, is available in appropriate circumstances to speak on behalf of the board, and performs such other functions and responsibilities as set forth in the company's corporate governance guidelines or as requested by the board from time to time. the  cotb  also encourages direct dialogue between all directors and management and provides leadership to the board in its oversight function.",0
1344,1101302,2017,"the company's corporate governance guidelines provide that a substantial majority of the directors shall be independent. currently, with the exception of the  ceo , our board of directors is comprised entirely of independent directors. the board has determined that each of messrs. bradley, burkett, christman, mcdaniel, olson and sullivan is, and, if elected by the stockholders, mr. burns will be, independent as determined under rule 4200(15) of the nasdaq stock market, inc. marketplace rules. the entegris, inc. corporate governance guidelines also provide that there will be an executive session, comprised exclusively of independent directors, at each regularly scheduled board of directors meeting. our board has adopted a structure whereby the  cotb  is an independent director. we believe that having a  cotb  independent of management provides strong leadership for the board and helps ensure critical and independent thinking with respect to the company's strategy and performance. our ceo is also a member of the board of directors as the management representative on the board. we believe this is important to make information and insight concerning the company's business directly available to the directors in their deliberations. our board believes that having separate positions, with an independent non-executive director serving as  cotb , is the appropriate leadership structure for our company at this time and demonstrates our commitment to good corporate governance. ",0
1345,1102266,2012,"currently, centerstate's ceo also serves as its  cotb . the board of directors maintains flexibility with respect to combining or separating the positions of  cotb  and  ceo . the board believes such flexibility permits centerstate to select the most qualified candidate for the position of  cotb , including a member of management, if the board believes he or she will provide the most effective leadership for centerstate. currently, centerstate does not have a lead independent director the centerstate board believes that its leadership structure does not affect its risk oversight. centerstate has been, and continues to be, a strong advocate of board independence and has put into place measures to see that its directors provide independent oversight. the board believes that it also has established substantial independent oversight of management. for example, 10 of the 12 centerstate director nominees are independent under the nasdaq guidelines. in addition, each of the board's major committees, including the audit, compensation, and nominating committees is comprised solely of independent directors. also, centerstate's non-management directors meet in executive session periodically without management in attendance. this means that oversight of critical matters such as the integrity of centerstate's financial statements, executive compensation (including compensation of the executive officers), the selection of directors and the evaluation of the board and key committees is entrusted to independent directors. management is responsible for day-to-day management of the risks centerstate faces, while the board, as a whole and through its committees, has responsibility for the oversight of risk management. the board manages its risk oversight function of centerstate as follows. first, the audit committee, whose members are independent as defined above, meet with management, internal audit or the company's independent auditors each quarter to review the earnings press release and form 10-q. they ask questions of management as well as the auditors. each quarter, they have the opportunity to meet with the independent auditors privately, without management present. all of the board members receive monthly written reports which include month to date and year to date financial metrics as well as credit metrics, both on a consolidated basis and on a bank level basis. the financial data is compared to the annual budget which is approved by the board on an annual basis, as well as actual prior year results. second, the compensation committee, who members are also independent, has hired a professional compensation consultant, and has met with the consultant, with management present and without management present, and based on the reports of the consultant has determined that the company's compensation incentive programs do not encourage unnecessary risks that could threaten the value of the institution. lastly, at the close of each board of directors meeting during the past year (excluding telephonic meetings) the directors have an executive session, in private, without any management present. the board does not believe that centerstate's compensation policies and practices encourage excessive or unnecessary risk-taking or are reasonably likely to result in a material adverse effect on centerstate.",1
1346,1102541,2013,"mr. huff serves as our ceo and president and our  cotb . the  cotb  presides at meetings of the stockholders and of the board of directors and has such other powers and duties as may be conferred upon him by the full board of directors. in order to assure the independent directors play a leading role in our governance, our board of directors has an independent lead director who is appointed on an annual basis. ms. fuller currently serves as our independent lead director. in her role as independent lead director, ms. fuller has the following duties: presides at all meetings of the board of directors at which the  cotb  is not present, including executive sessions of the independent directors; serves as liaison between the  cotb  and the independent directors; provides advice and counsel to the  cotb  on board of directors meeting agendas and schedules; has the authority to call meetings of the independent directors; is available for consultation and direct communication, under appropriate circumstances, if requested by major shareholders; and serves as chairperson of the corporate governance and nominating committee. the board of directors has three standing committees, audit, corporate governance and nominating and leadership and compensation. each committee has a separate chairperson and each of the audit, corporate governance and nominating and leadership and compensation committees are comprised solely of independent directors. our corporate governance guidelines provide that the independent directors will meet in executive session at least quarterly, and the lead director (or the chairperson of an independent committee, if appropriate) presides at these sessions. the corporate governance and nominating committee annually evaluates whether a rotation of committee chairpersons or the lead director would be advisable. given our position in the highly competitive communications and it services industry, we believe having a combined ceo and  cotb  position, along with an independent lead director and independent committees, is the most appropriate structure for us and our stockholders. the combined position of  cotb  and ceo provides clear leadership for us and to other members of our industry as we strive to generate stockholder value in this competitive industry through the implementation of our business strategy. the lead director facilitates the role of the independent directors by providing leadership to the independent directors and working closely with the  cotb . the corporate governance and nominating committee annually evaluates our board leadership structure to ensure that it is appropriate for us at the time. ",1
1347,1103390,2012,"board leadership structure the company does not currently have a cotb or a lead independent director. mr. quart conducts meetings of the board of directors and facilitates the formation of an agenda for each meeting based on input from the other directors and our management. each of the directors other than dr. quart is independent and the board of directors believes that the independent directors have been able to act collaboratively to provide effective oversight of management. moreover, in addition to feedback provided during the course of board of directors meetings, the independent directors have regular executive sessions. following an executive session of independent directors, the independent directors communicate with dr. quart regarding any specific feedback or issues, provide dr. quart with input regarding agenda items for board of directors and committee meetings, and coordinate with dr. quart regarding information to be provided to the independent directors in performing their duties. the board of directors believes that this structure provides a flexible, appropriate and effective approach to management of the board of directors's functions. ",0
1348,1103601,2014,"mr. mccallister serves as the  cotb  and  ceo . the board of directors evaluated its leadership structure in 2012 and determined that the use of the lead director, as described below, along with the combined  cotb  and ceo positions, is an effective leadership structure. mr. mccallister has over 30 years of experience in a variety of positions of increasing responsibility and leadership in many facets of the utility and energy industry. as the individual primarily responsibility for the day-to-day management of business operations, he is best positioned to chair regular board meetings as the directors discuss key business and strategic issues. coupled with an independent lead director, this leadership structure allows the board to exercise independent oversight and enables the board to have direct access to information related to the day-to-day management of business operations. ",1
1349,1103837,2010," also based on the nasdaq listing standards, the board has determined that the following directors are not independent because they are employees of hallmark cards, the company's parent company: dwight c. arn, robert c. bloss, steve doyal, brian e. gardner, donald j. hall, jr., brad r. moore and deanne r. stedem. furthermore, the board has determined that (1) william abbott is not independent because he is the president and CEO of the company and (2) irvine o. hockaday, jr. is not independent because he has a family member employed by hallmark cards as an executive officer and possibly because of his positions in the past with hallmark cards. glenn curtis was not independent because he is an executive officer of starz llc, a subsidiary of liberty media corporation which, prior to the recapitalization (described below), beneficially owned more than 5% of the company's class a common stock (which ownership has been reduced to 1.5% as a result of the recapitalization). the board determined previously that two former directors who served during part of 2009 were not independent: david e. hall was not independent because he is an employee of hallmark cards; and henry schleiff was not independent because he was the president and CEO of the company. our board has two co-chairmen: donald j. hall, jr. and herbert a. granath. mr. hall was selected to serve in such capacity for the depth of his knowledge of the company and the hallmark brand, which brand is a significant element in the company's business. mr. granath was elected to serve in such capacity for the breadth of his experience in the television and entertainment industry and his director independence without any relationship with the company, except as a director of the company. the board has delegated to the audit committee the duty of assessing various types of risks which the company may encounter and developing plans to address risks that materialize. under the guidance of the audit committee, the company established 'crown media ethics compliance hotline', which is administered by the network, a company which renders ethics hotline and cash management services. the network is independent of the company and provides a means of anonymously reporting auditing, financial, ethical or other issues which an employee, director or shareholder may feel need to be brought to the board's attention. any reports received through the network are distributed to the audit committee. the company informs the phone number and purpose of this hotline to its employees and directors through internal communications and to its shareholders through annual proxy statements.",1
1350,1105472,2012,"the company's by-laws delegate to the board the right to exercise its discretion to either separate or combine the offices of  cotb  and  ceo . the board evaluates its leadership structure and role in risk oversight on an ongoing basis. the decision to combine or separate the  cotb  and ceo roles is determined on the basis of what the board considers to be best for the company at any given point in time. the current board leadership structure separates the roles of  cotb  and  ceo . the independent chair of the board meets regularly with the ceo to discuss appropriate business to come before the board and its committees and actively recommends agenda items for board meetings. in 2008, our board undertook a comprehensive review of our corporate governance practices, the corporate governance environment and trends at the time and, as a result, instituted a number of important changes, including separating the roles of  cotb  and  ceo . the board continues to believe that this separation of roles and the current board leadership structure is most appropriate because it believes that the leadership structure offers the following benefits: increasing the independent oversight of sonus and enhancing our board's objective evaluation of our  ceo ; liberating the ceo to focus on company operations instead of board administration; providing the ceo with an experienced sounding board; providing greater opportunities for communication between stockholders and our board; enhancing the independent and objective assessment of risk by our board; and providing an independent spokesperson for our company. the duties of the independent  cotb , among others, are to: convene and preside over board meetings; convene and preside over executive sessions or other meetings of the independent directors; consult with the ceo as to agenda items and appropriate materials for board and committee meetings; coordinate with committee chairs in the development and recommendations relative to board and committee meeting content and schedules; and provide the  ceo 's annual performance evaluation communicating the feedback from the compensation committee and the board.",0
1351,1105705,2010,"in january 2009, the board adopted the policy on determining the leadership structure of the board of directors. under this policy, the nominating and governance committee is responsible for reviewing the leadership structure of the board on at least an annual basis and at times of potential change in individuals holding board leadership positions (e.g., retirement, resignation or renewal of employment agreements). as part of this review, the committee evaluates (i) whether to have a lead independent director, (ii) the responsibilities of the positions of chairman of the board and lead independent director, and (iii) the qualifications for those positions, including whether the position of chairman of the board should be held by the chief executive officer, an independent director, or a non- independent director other than the chief executive officer. the committee makes its recommendations to the full board of directors, which is responsible for approving the leadership structure of the board. the policy sets forth the factors for the committee and board to consider in making the determinations. this policy is posted on the company's website under ""corporate governance"" at www.timewarner.com/governance. in january 2010, upon the recommendation of the nominating and governance committee, the board determined that the current structure, with one individual serving as lead independent director and another serving as the company's chairman of the board and chief executive officer, is effective and appropriate. a report on the board's determination of its leadership structure is posted on the company's website under corporate governance at www.timewarner.com/governance. as described in the report, the committee considered numerous factors prior to providing its recommendation to the board that the current board leadership structure be maintained: oversight of ceo performance and compensation. the committee considered the scope and nature of the respective responsibilities of the chairman of the board, lead independent director and chief executive officer and the qualifications for each position. the committee concluded that the current arrangement is working effectively and that having an independent chairman at this juncture would not enhance the flow of information to the board or the board's agenda-setting process. policies, practices, and people in place to provide independent board oversight of management. the committee also considered the current policies, practices and people that the company has in place to ensure independent oversight of management, such as (i) the roles of the independent nominating and governance committee and the compensation and human development committee in reviewing the performance of the chairman and ceo, (ii) the regular executive sessions held by the board and its committees, (iii) the ability of the company's independent directors to call additional meetings of the board, (iv) the role of the nominating and governance committee in recommending director candidates for the board, (v) the board's high degree of independence (with 11 of its 12 members qualifying as independent), and (vi) the role of the lead independent director who oversees board meeting agendas, executive sessions and the engagement of independent consultants and serves as a liaison between the independent directors and others. directors and stockholders views. the committee also considered views expressed by the company's directors regarding the board's leadership structure in conducting its annual self-evaluations, as well as the views of the company's stockholders as expressed in various forums, including the company's annual stockholder meetings. stockholder proposals requiring an independent chairman of the board failed to receive majority support at each of the company's 2006, 2007, and 2008 annual meetings. further, the committee noted that, while certain investors advocate an independent chairman, the company's principal stockholders generally believe a board's leadership structure should be determined on a case-by-case basis. company circumstances. as the company's circumstances have evolved, the board has adopted different leadership structures, at times combining the chairman and ceo positions, and at other times separating them. the committee believes that having a single individual serve as both chairman and ceo provides clear leadership and accountability as the company executes its strategy as a more content-focused enterprise during a period of technological change for the media industry. attraction and retention of candidates. the committee considered the company's ability to attract individuals for the positions of chairman, ceo and lead independent director, including the potential disruption that could be caused by altering the current successful leadership structure. practices in the u.s. and other countries. the committee also considered practices in the united states, the united kingdom, and other countries. legislative and regulatory developments. the committee considered recent legislative and regulatory developments relating to board leadership, which are generally consistent with the board's current approach. ",1
1352,1105705,2011,"under the company's policy on determining the leadership structure of the board of directors, the nominating committee is responsible for reviewing the leadership structure of the board on at least an annual basis and at times of potential change in individuals holding board leadership positions (e.g., retirement, resignation, or renewal of employment agreements). as part of this review, the nominating committee evaluates: (i) whether to have a lead independent director, (ii) the responsibilities of the positions of chairman of the board and lead independent director, and (iii) the qualifications for those positions, including whether the position of chairman of the board should be held by the ceo, an independent director, or a non-independent director other than the ceo. the nominating committee makes its recommendations to the full board, which is responsible for approving the leadership structure of the board. the policy sets forth the factors the nominating committee and board consider in making the determinations. in january 2011, upon the recommendation of the nominating committee, the board determined that the current structure, with one individual serving as lead independent director and another serving as the company's chairman of the board and chief executive officer, is effective and appropriate. the report on the board's determination of its leadership structure is posted on the company's corporate governance webpage. as set forth in this report, the board believes that having a single individual serve as both chairman and ceo is effective and appropriate and provides clear governance, leadership and accountability as the company executes its strategy as a content-focused company, including the digital transformation of its businesses. the board also believes that the current structure has provided for an effective flow of information to, and discussion among, members of the board regarding the company's strategy and performance. as described in the report, the nominating committee considered numerous factors prior to providing its recommendation to the board that the current board leadership structure be maintained, including (among other factors): (i) the scope and nature of the respective responsibilities of the chairman of the board, ceo and lead independent director and the qualifications for each position, (ii) the current policies and practices that the company has in place to ensure independent oversight of management, (iii) the views expressed by the company's directors and stockholders regarding the board's leadership structure, (iv) the practices in the united states and other countries, (v) recent legislative and regulatory developments relating to board leadership, and (vi) the impact that changing the current effective leadership structure would have on the company. ",1
1353,1105705,2012,"in january 2012, upon the recommendation of the nominating committee, the board determined that the current structure, with one individual serving as lead independent director and another serving as the company's chairman and ceo, is effective and appropriate. the report on the board's determination of its leadership structure is posted on the company's corporate governance webpage at www.timewarner.com/governance. as set forth in this report, the board believes that having a single individual serve as both chairman and ceo is effective and appropriate and provides clear governance, leadership and accountability as the company executes its strategy as a content-focused company, including the digital transformation and international expansion of its businesses. the board also believes that the current structure has provided for an effective flow of information to, and discussion among, members of the board regarding the company's strategy and performance. ",1
1354,1108109,2011,"as set forth in the company's governance guidelines, the board believes that the most effective and appropriate leadership model for the company is that of a combined chair of the board and ceo , balanced by certain practices and policies to assure that the super-majority independence of the board provides the desired oversight, advice, and balance. the board of directors is responsible for broad corporate policy and the overall performance of the company. members of the board are kept informed of the company's business by various documents sent to them before each meeting and oral reports made to them during these meetings by the company's  cotb , president and ceo and other corporate executives. they are advised of actions taken by the various committees of the board of directors and are invited to, and frequently do, attend all committee meetings. directors have access to all of the company's books, records and reports, and members of management are available at all times to answer their questions. the governance and nominating committee, which consists entirely of independent directors, periodically examines the board leadership structure, as well as other governance practices, and also conducts an annual assessment of the board's and each committee's effectiveness. the governance and nominating committee has determined that the present leadership structure continues to be effective and appropriate, as demonstrated in part by the company's superior performance relative to its peers, both financially and in the arena of corporate governance. the board believes that the substantive duties of the chair of the board, including calling and organizing meetings and preparing agendas, are best performed by someone who has day-to-day familiarity with the business issues confronting the company and the understanding of the specific areas in which management seeks advice and counsel from the board. given mr. smith's broad and lengthy leadership experience in the healthcare industry, including 13 years as the president and ceo of the company, the board believes that he is especially qualified to serve as both ceo and chair of the board. in fact, the independent members of the board have been selected because of their diverse backgrounds and experience, and not necessarily for their healthcare-specific leadership experience. as indicated above, the independent members of the board meet in executive session, which are presided over by one of the independent members of the board. as set out in the governance guidelines, the chair of the appropriate board committee presides over each session at which the principal item to be considered is within the scope of his or her committee. for routine executive session meetings, the presiding director is the chair of the governance and nominating committee. board independence is further achieved through the completely independent composition of the three standing committees: audit and compliance, compensation, and governance and nominating, each of which is supported by an appropriate charter and holds executive sessions without management present. each of the board's independent directors serves on one or more of these committees, and thus there is ample opportunity to meet and confer without any member of management present. the board has concluded that the structure and practices of the independent members of the board of directors assures effective independent oversight as well as effective independent leadership while maintaining practical efficiency.",1
1355,1108524,2011,"currently, the company's chief executive officer, marc benioff, also serves as chairman of the board. the board of directors believes that the current board leadership structure, coupled with a strong emphasis on board independence, provides effective independent oversight of management while allowing both the board and management to benefit from mr. benioff's crucial leadership and years of experience in the company's business. serving as both chairman of the board and chief executive officer since 2001, mr. benioff has been the director most capable of effectively identifying strategic priorities, leading critical discussion and executing the company's strategy and business plans. mr. benioff possesses detailed and in-depth knowledge of the issues, opportunities, and challenges facing the company. independent directors and management sometimes have different perspectives and roles in strategy development. the company's independent directors bring experience, oversight and expertise from outside the company, while the chief executive officer brings company-specific experience and expertise. the board of directors believes that mr. benioff's combined role enables decisive leadership, ensures clear accountability, and enhances the company's ability to communicate its message and strategy clearly and consistently to its stockholders, employees and customers. in june 2007, the board of directors approved the creation of the position of lead independent director and appointed sanford r. robertson to serve as its lead independent director for a two-year term. the board of directors re-appointed mr. robertson to serve for another two-year term in june 2009. the lead independent director presides over the meetings of the independent directors, serves as a liaison between the independent directors and the chairman of the board of directors and chief executive officer, and has such other authority as generally held by a lead independent director and as the independent directors shall determine from time to time. ",1
1356,1108524,2011,"currently, the company's  ceo , marc benioff, also serves as  cotb . the board of directors believes that the current board leadership structure, coupled with a strong emphasis on board independence, provides effective independent oversight of management while allowing both the board and management to benefit from mr. benioff's crucial leadership and years of experience in the company's business. serving as both  cotb  and ceo since 2001, mr. benioff has been the director most capable of effectively identifying strategic priorities, leading critical discussion and executing the company's strategy and business plans. mr. benioff possesses detailed and in-depth knowledge of the issues, opportunities, and challenges facing the company. independent directors and management sometimes have different perspectives and roles in strategy development. the company's independent directors bring experience, oversight and expertise from outside the company, while the ceo brings company-specific experience and expertise. the board of directors believes that mr. benioff's combined role enables decisive leadership, ensures clear accountability, and enhances the company's ability to communicate its message and strategy clearly and consistently to its stockholders, employees and customers. in june 2007, the board of directors approved the creation of the position of lead independent director and appointed sanford r. robertson to serve as its lead independent director for a two-year term. the board of directors re-appointed mr. robertson to serve for another two-year term in june 2009. the lead independent director presides over the meetings of the independent directors, serves as a liaison between the independent directors and the  cotb  and  ceo , and has such other authority as generally held by a lead independent director and as the independent directors shall determine from time to time.",1
1357,1108524,2012,"currently, the company's chief executive officer, marc benioff, also serves as chairman of the board. the board of directors believes that the current board leadership structure, coupled with a strong emphasis on board independence, provides effective independent oversight of management while allowing both the board and management to benefit from mr. benioff's crucial leadership and years of experience in the company's business. serving as both chairman of the board and chief executive officer since 2001, mr. benioff has been the director most capable of effectively identifying strategic priorities, leading critical discussion and executing the company's strategy and business plans. mr. benioff possesses detailed and in-depth knowledge of the issues, opportunities, and challenges facing the company. independent directors and management sometimes have different perspectives and roles in strategy development. the company's independent directors bring experience, oversight and expertise from outside the company, while the chief executive officer brings company-specific experience and expertise. the board of directors believes that mr. benioff's combined role enables decisive leadership, ensures clear accountability, and enhances the company's ability to communicate its message and strategy clearly and consistently to its stockholders, employees and customers. ",1
1358,1108924,2012,"the company's board of directors is currently chaired by the ceo of the company, marc cohen. the board has also appointed mr. stasior as lead independent director. the company believes that combining the positions of ceo and board chair helps to ensure that the board and management act with a common purpose. in the company's view, separating the positions of ceo and board chair has the potential to give rise to divided leadership, which could interfere with cohesive decision-making or weaken the company's ability to develop and implement strategy. instead, the company believes that combining the positions of ceo and board chair provides a single, clear chain of command to execute the company's strategic initiatives and business plans. in addition, the company believes that a combined  ceo /board chair is better positioned to act as a bridge between management and the board, facilitating the regular flow of information. the company also believes that it is advantageous to have a board chair with an extensive history with and knowledge of the company (as is the case with the company's  ceo ). the board appointed mr. stasior as the lead independent director to help reinforce the independence of the board as a whole. the position of lead independent director has been structured to serve as an effective balance to a combined ceo and board chair. the lead independent director is empowered to, among other duties and responsibilities, approve agendas and meeting schedules for regular board meetings, preside over board meetings in the absence of the chair, preside over and establish the agendas for meetings of the independent directors, act as liaison between the chair and the independent directors, approve information sent to the board, preside over any portions of board meetings at which the evaluation or compensation of the ceo is presented or discussed and, as appropriate, upon request, act as a liaison to stockholders. in addition, it is the responsibility of the lead independent director to coordinate between the board and management with regard to the determination and implementation of responses to any problematic risk management issues. as a result, the company believes that the lead independent director can help ensure the effective independent functioning of the board in its oversight responsibilities. in addition, the company believes that the lead independent director is better positioned to build a consensus among directors and to serve as a conduit between the other independent directors and the board chair, for example, by facilitating the inclusion on meeting agendas of matters of concern to the independent directors. in light of the  ceo 's extensive history with and knowledge of the company, and because the board's lead independent director is empowered to play a significant role in the board's leadership and in reinforcing the independence of the board, the company believes that it is advantageous for the company to combine the positions of ceo and board chair.",1
1359,1109357,2011,"exelon's corporate governance principles establish the position of lead director. the lead director is an independent director elected by the independent directors of the exelon board, upon the recommendation of the corporate governance committee, with responsibilities to act at any time when (1) the positions of chairman of the board and the chief executive officer are held by the same person; or (2) for other reasons the person holding the position of chairman of the board is not an independent director under the applicable director independence standards. as specified in the corporate governance principles, the role of the lead director includes: n presiding at executive sessions of non-management or independent directors; n calling meetings of the independent directors; n serving as an advisor to the chairman and chief executive officer ( ceo ); n functioning as the non-exclusive liaison between the non-management directors and the chairman and ceo; n adding items to agendas for board meetings; n assuring the sufficiency of the time for discussion at board meetings; n leading, in conjunction with the corporate governance and compensation committees, the process for evaluating the performance of the ceo and determining his compensation; n leading on corporate governance initiatives relevant to board and committee operations; n in the event of the death or incapacity of the chairman and the ceo, serving as the acting chairman of the board until such time as a chairman of the board is selected; n receiving and responding to mail addressed to the board of directors; and n having such additional powers and responsibilities as the board of directors may from time to time assign or request. the board of directors has appointed john w. rowe to hold the positions of chairman of the board and chief executive officer. although the board has determined that mr. rowe will serve in the combined role of chairman and ceo, the board has the right to separate those roles if in the future it determines that such a separation would be in the best interest of exelon and its shareholders. for the reasons discussed below, the board currently believes the combination of the positions of chairman and ceo is the best structure for exelon. the board has determined that mr. rowe should serve in the combined roles of chairman and ceo because it firmly believes that exelon has in place effective arrangements and structures to ensure that the company maintains the highest standard of corporate governance and board independence and independent board leadership and continued accountability of the ceo to the board. these arrangements and structures include: n 14 of the 15 directors on the board are independent and meet the independence requirements under the nyse listing standards and the additional independence requirements under the company's corporate governance principles. n in 2010, the board elected m. walter d alessio as the independent lead director. mr. d alessio has been a member of our board since 2000 and served as the presiding director and the chair of the corporate governance committee and is a member of our compensation committee. mr. d alessio's responsibilities as lead director complement mr. rowe's role as chairman and ceo while providing independent board leadership and the necessary checks and balances to hold both the board and the chairman and ceo accountable in their respective roles. n all of the board's committees, including audit, compensation and corporate governance, as well as the energy delivery, generation, and risk oversight committees, are composed solely of and chaired by independent directors. n a significant portion of the business of the exelon board is reviewed or approved by the board's committees, and the agendas of the board's committees are driven by the independent chairs through their discussions with management. n the board agendas, in turn, are determined in large part by the committee agendas, and discussions at board meetings are driven to a significant degree by the reports the committee chairs present to the full board. n mr. rowe's performance and compensation are reviewed annually by the full board in executive session under the leadership of the corporate governance and compensation committees. ",1
1360,1109357,2011,"exelon's corporate governance principles establish the position of lead director. the lead director is an independent director elected by the independent directors of the exelon board, upon the recommendation of the corporate governance committee, with responsibilities to act at any time when (1) the positions of chairman of the board and the chief executive officer are held by the same person; or (2) for other reasons the person holding the position of chairman of the board is not an independent director under the applicable director independence standards. as specified in the corporate governance principles, the role of the lead director includes: n presiding at executive sessions of non- management or independent directors; n calling meetings of the independent directors; n serving as an advisor to the chairman and chief executive officer; n functioning as the non- exclusive liaison between the non- management directors and the chairman and ceo; n adding items to agendas for board meetings; n assuring the sufficiency of the time for discussion at board meetings; n leading, in conjunction with the corporate governance and compensation committees, the process for evaluating the performance of the ceo and determining his compensation; n leading on corporate governance initiatives relevant to board and committee operations; n in the event of the death or incapacity of the chairman and the ceo, serving as the acting chairman of the board until such time as a chairman of the board is selected; n receiving and responding to mail addressed to the board of directors; and n having such additional powers and responsibilities as the board of directors may from time to time assign or request. the board of directors has appointed john w. rowe to hold the positions of chairman of the board and chief executive officer. although the board has determined that mr. rowe will serve in the combined role of chairman and ceo, the board has the right to separate those roles if in the future it determines that such a separation would be in the best interest of exelon and its shareholders. for the reasons discussed below, the board currently believes the combination of the positions of chairman and ceo is the best structure for exelon. the board has determined that mr. rowe should serve in the combined roles of chairman and ceo because it firmly believes that exelon has in place effective arrangements and structures to ensure that the company maintains the highest standard of corporate governance and board independence and independent board leadership and continued accountability of the ceo to the board. these arrangements and structures include: n 15 of the 16 directors on the board are independent and meet the independence requirements under the nyse listing standards and the additional independence requirements under the company's corporate governance principles. n the board has elected m. walter d'alessio as the independent lead director. mr. d'alessio has been a member of our board since 2000 and served as the presiding director and the chair of the corporate governance committee and is a member of our compensation committee. mr. d'alessio's responsibilities as lead director complement mr. rowe's role as chairman and ceo while providing independent board leadership and the necessary checks and balances to hold both the board and the chairman and ceo accountable in their respective roles. n all of the board's committees, including audit, compensation and corporate governance, as well as the energy delivery, generation, and risk oversight committees, are comprised of and chaired solely by independent directors. n a significant portion of the business of the exelon board is reviewed or approved by the board's committees, and the agendas of the board's committees are driven by the independent chairs through their discussions with management. n the board agendas, in turn, are determined in large part by the committee agendas, and discussions at board meetings are driven to a significant degree by the reports the committee chairs present to the full board. n mr. rowe's performance and compensation are reviewed annually by the full board in executive session under the leadership of the corporate governance and compensation committees",1
1361,1109357,2014,"the board of directors knows of no other matters to be presented for action at the annual meeting. if any matter is presented from the floor of the annual meeting, the individuals serving as proxies intend to vote on these matters in the best interest of all shareholders. your signed proxy card gives this authority to darryl m. bradford and bruce g. wilson. the corporate governance principles grant the board of directors discretion to separate the roles of  cotb  and ceo if the board determines that such a separation is in the best interests of exelon and its shareholders. upon the completion of the merger between exelon and constellation energy group in 2012, the board of directors separated the positions of  cotb  and  ceo . the board appointed mayo a. shattuck iii to the position of executive  cotb  and christopher m. crane to the position of  ceo . mr. shattuck served as executive  cotb  from march 2012 through february 2013 and he continues to serve as non-executive  cotb  of the exelon board. the board believes that exelon has in place effective arrangements and structures to ensure that the company maintains the highest standard of corporate governance and board independence and independent board leadership and continued accountability of the  cotb  and the ceo to the board. these arrangements and structures include: in 2012, the board elected william c. richardson as the independent lead director. dr. richardson has been a member of our board since 2005. dr. richardson's responsibilities as lead director complement mr. shattuck's role as  cotb  and mr. crane's role as ceo while providing independent board leadership and the necessary checks and balances to hold the board, the  cotb  and the ceo accountable in their respective roles. the board believes that target total direct compensation is the most useful method for comparing ceo pay because it dampens volatility that can otherwise occur when making annual and year-over-year ceo pay decisions using summary compensation table reported data. the summary compensation table is influenced by actuarial assumptions that impact the change in pension value and accounting assumptions mandated by sec rules that require companies to reflect the grant date value for the ",0
1362,1110647,2011,"under our current corporate governance guidelines, the board does not have a set policy on whether the offices of  cotb  and ceo should be held by separate individuals or by the same individual. the board has determined that having our  ceo , mr. couder, also serve as our  cotb  is in the best interest of stockholders at this time. mr. couder is most qualified to lead the board and is most familiar with our highly complex business and the challenges we and our industry face in the current business environment. mr. couder's wealth of knowledge regarding our operations, products and the markets in which we compete positions him to best identify critical matters requiring board of director attention. additionally, the combined role of  cotb  and ceo facilitates centralized leadership and promotes accountability. this structure unites the vision for the growth and evolution of our company under a single leader and minimizes conflicts that could result in a failure to adapt quickly to the rapidly evolving marketplace for our products. in addition, the board has determined that combining the roles of  cotb  and ceo provides for a more efficient means to execute our current business strategy and will serve as a critical link between the board and our management allowing us to more effectively execute strategic initiatives and maximize stockholder value. the board continues to believe in strong independent oversight of our management. in determining to combine the offices of  cotb  and  ceo , it considered our current safeguards for ensuring such oversight, including the following: (1) each member of the board other than mr. couder is an independent director; (2) each director serving on the audit committee, compensation committee and nominating and corporate governance committee is an independent director; (3) the board's ongoing practice of regularly holding executive sessions without management, which will be chaired by our lead independent director; and (4) the board's ability to determine at any time that the office of  cotb  and ceo should be separated if in the best interest of our stockholders at that time. in addition, in connection with appointing mr. couder  cotb , our independent directors, upon nomination by our nominating and corporate governance committee, appointed mr. smith to serve as our lead director. as lead director, mr. smith will maintain significant responsibilities with respect to our corporate governance. our lead director's responsibilities include the following:",1
1363,1110783,2012,"our board believes that its current leadership structure, in which the roles of  cotb  and ceo are held by one person, is best for monsanto and its shareowners at this time. in his dual role, mr. grant is able to utilize the in-depth focus and perspective gained in running the company to effectively and efficiently guide our board. he fulfills his responsibilities in chairing the board through close interaction with our lead director, robert stevens, who was elected by the independent directors of our board.",1
1364,1110803,2011," in selecting dr. walt as a nominee for election to the board of directors, the board considered, among other things, dr. walt's scientific and technical expertise combined with his understanding of the markets that we serve. our continued growth is dependent on scientific and technical advances, and the board believes that dr. walt offers both strategic and technical insight into the risks and opportunities associated with our business. in addition, dr. walt's academic and research experience provides the board of directors with valuable insight into the needs of our customers, many of which are scientific research institutions, and the opportunities associated with serving the research market. our business is managed under the direction of the board of directors. our certificate of incorporation and bylaws provide for a classified board of directors consisting of three classes of directors with staggered three-year terms. the board has determined that a majority of the members of the board, specifically mr. bradbury, mr. bowman, ms. eastham, dr. goldstein, dr. grint, dr. rastetter, dr. walt, and mr. whitfield, are independent directors under the rules of the nasdaq global select market. leadership and performance, while the  cotb  provides guidance to the ceo and sets the agenda for board meetings and presides over meetings of the full board. the board of directors believes that this leadership structure is best for the company at the current time, as it appropriately balances the need for the ceo to run the company on a ",0
1365,1110903,2010,"the board of directors believes that approval of the election of the nominees for class i directors is in the best interests of the company and its stockholders and therefore it recommends you vote for this proposal. the board of directors believes that the selection of pricewaterhousecoopers llp as the company's independent registered public accounting firm for the year ending september 30, 2010 is in the best interests of the company and its stockholders and therefore recommends that you vote for this proposal. the board of directors believes that the amendment to the 2009 plan is in the best interests of the company and its stockholders and therefore recommends that you vote for this proposal. the board of directors has adopted corporate governance guidelines to assist in the exercise of its duties and responsibilities and to serve the best interests of the company and its stockholders. these guidelines, which provide a framework for the conduct of the business of the board of directors, provide that: currently, the board of directors is composed of messrs. blaeser, haroian, kirshy, richardson, shortell, foley and wadsworth. under applicable nasdaq rules, a director of the company will only qualify as an 'independent director' if, in the opinion of the company's board of directors, that person does not have a relationship which would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. the board of directors has determined that none of messrs. blaeser, haroian, kirshy, richardson, foley or wadsworth has a relationship which would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is an 'independent director' as defined under rule 4200(a)(15) of the nasdaq marketplace rules. ",0
1366,1111247,2010,"our ceo chairs our board of directors. we believe that the combination of the two roles contributes to streamlined decision making and avoids role confusion. our board of directors has established an audit committee, a compensation committee and a nomination and governance committee. our board of directors and its committees set schedules to meet throughout the year, and also can hold special meetings and act by written consent from time to time as appropriate. the independent directors of our board of directors also hold separate regularly scheduled executive session meetings at least twice a year at which only independent directors are present. our board of directors has delegated various responsibilities and authority to its committees as generally described below. the committees regularly report on their activities and actions to the full board of directors. each member of each committee of our board of directors qualifies as an independent director in accordance with the nasdaq standards described above. each committee of our board of directors has a written charter approved by our board of directors. copies of each charter are posted on our web site at under the investor relations section. the inclusion of our web site address in this proxy statement does not include or incorporate by reference the information on our web site into this proxy statement.",1
1367,1111711,2010,"the company's corporate governance guidelines state that the company should remain free to configure leadership of the board in the way that best serves the company's interests at the time and, accordingly, the board has no fixed policy with respect to combining or separating the offices of chairman and chief executive officer. if the chairman is not an independent director, the board will choose a lead director to serve as chair of the corporate governance committee and as the presiding director for purposes of the nyse rules. since late 2006, the offices of chairman and chief executive officer of the company have been held by different individuals, with the chairman being an independent director. in deciding to separate the offices, the board believed that having a director with a long tenure serve as chairman would help ensure continuity and stability during a transition period between chief executive officers. the board believes that the independent chair arrangement continues to serve the company well. the board takes an active role in monitoring and assessing the company's risks, which include risks associated with operations, credit, energy supply, financing and capital investments. the board administers its oversight function through utilization of its various committees, as well as through a risk management committee, consisting of members of the company's senior management, which is responsible for the risk management process. the audit committee discusses with management and the independent auditor the effect of regulatory and accounting initiatives on the company's financial statements and is responsible for overseeing the risk management program generally. in addition, the finance committee, officer nomination and compensation committee and the environmental, safety and sustainability committee are each charged with overseeing the risks associated with their respective areas of responsibility. the audit committee receives regular updates on the activities of the risk management committee and any significant policy breach.",0
1368,1111711,2012,"since late 2006, the offices of chairman and chief executive officer of the company have been held by different individuals, with the chairman being an independent director. in deciding to separate the offices, the board believed that having a director with a long tenure serve as chairman would help ensure continuity and stability during a transition period between chief executive officers. the board believes that the independent chairman arrangement continues to serve the company well. ",0
1369,1112412,2013,"our amended and restated bylaws provide for one to fifteen directors (as determined by resolution of the board of directors) to be divided into three classes consisting of class i, class ii and class iii directors, whose terms of office are currently scheduled to expire, respectively, on the dates of our annual meetings of stockholders in 2014, 2015 and 2016. our board of directors has currently fixed the number of directors at seven, currently consisting of two class i members, three class ii members, and one class iii member. each of our current directors and director nominee brings a strong and unique background and set of skills to the board, giving the board as a whole competence and experience in a wide variety of areas. set forth below are the conclusions reached by the board with regard to its directors and director nominee. mr. transier serves as our ceo and president and brings his invaluable perspective as our top executive officer to the board. mr. transier also brings his 37 years of experience in the energy industry to the board, including a strong financial foundation from his experience as a cpa, partner in an international accounting firm and cfo prior to founding and leading endeavour. mr. connally brings his many years of experience as a successful independent oil and gas investor and businessman to the board. as the founder of several oil and gas exploration and production companies, mr. connally is well versed in our industry. mr. connally qualifies as an audit committee financial expert under sec guidelines. mr. erikson brings his many years of energy industry experience, knowledge and insight to the board. his experience in the design, engineering and marketing of energy products and services are especially valuable to the company. mr. erikson also brings over twenty years of corporate governance experience to the board. mr. hue williams brings his extensive background in the oil and gas industry and financial markets in the united kingdom to the board. mr. hue williams also brings many years of experience in governance and compliance to the board. ms. quinn brings her many years of experience in the u.s. financial services industry as well as her superior business leadership skills to the board. ms. quinn qualifies as an audit committee financial expert under sec guidelines. mr. seitz brings his many years of experience in executive and management roles within the oil and gas industry to the board. mr. seitz also brings his knowledge and expertise as a petroleum geologist to the board. william l. transier serves as both our  cotb  and  ceo . during 2012 the governance & nominating committee reviewed, and the independent board members re-affirmed, that the most effective board leadership structure for the company is for the ceo to also serve as  cotb , a leadership structure that has served the company well since inception. since the company's performance is an integral part of board deliberations, the board believes that the ceo is the director best qualified to act as  cotb  because the ceo has the most insight into the company's performance, opportunities and challenges. the board also believes that independent oversight of management is an important component of an effective board of directors, and since mr. transier serves as both  cotb  and  ceo , the board elected to appoint john b. connally iii as lead director in september 2010. as lead director, mr. connally acts as liaison between the  cotb  and the independent directors, works with the ceo to ensure the timely flow of information to the board and presides over the executive sessions of the board's independent directors. this arrangement allows our ceo to focus on the company's day-to-day business and strategy, and convey the management perspective to the directors, while also providing independent oversight of the board. the board believes that this structure represents an appropriate allocation of roles and responsibilities for the company at this time and retains the authority to further modify this structure to best address the company's circumstances, and so advance the best interests of all stockholders, as and when appropriate. ",1
1370,1113169,2011,"the lead director role was created in 2004 and has continually developed since that time. the lead director chairs board meetings at which the chairperson is not present, approves board agendas and schedules, and oversees board materials. the lead director also chairs all executive sessions of the independent directors, acts as liaison between the independent directors and management, approves board meeting schedules and oversees the information distributed in advance of board meetings, is available to the chief legal officer to discuss and, as necessary, respond to stockholder communications to the board, and calls meetings of the independent directors. we believe that the lead director role in conjunction with the designation of mr. rogers as  cotb  of the board, mr. bernard as vice  cotb  of the board, and mr. kennedy as ceo and president, is an appropriate and effective organizational structure for price group. given the nature of our company, and the importance of consensus among the senior management team to the overall direction and performance of the company, senior management of the company traditionally has been allocated among multiple individuals rather than assigning all of these functions to a single person. in this regard, we think it is important for there to be clarity regarding the shared roles and responsibilities and for senior management to have titles that reflect this approach. accordingly, mr. rogers, who is the  cotb  and presides at all director and stockholder meetings and is authorized to call and set the agenda for those meetings, is also the company's chief investment officer and a senior portfolio manager. mr. bernard, the vice  cotb , has primary responsibility for distribution, client service, technology and communication activities, as well as the company's relationship with its sponsored mutual fund boards. mr. kennedy, as ceo and president, has overall responsibility for management and direction of the company and works closely with messrs. rogers and bernard with respect to their various areas of responsibility. each of these individuals also serves on the board, which we believe provides our independent directors with increased exposure to senior management, as well as greater insight into the important activities of the company. the company has a strong, independent board with two-thirds of the board independent under nasdaq standards. every member of the board is a valued contributor and the fact that the  cotb  and vice  cotb  are also company employees does not diminish the influence of the six independent directors. in addition, this committee, the audit committee, and the executive compensation committee are all comprised entirely of independent directors, and the lead director has significant and meaningful responsibilities designed to foster critical oversight and good governance practices. we believe that this structure serves well the interests of the company and its stockholders. ",0
1371,1113232,2012,"our governance policies provide that, if the  cotb  is the  ceo , the independent directors shall elect a lead director. the board believes that having a lead director allows the ceo to focus principally on managing the company, enhances board administration and communications between the independent directors, and allows for consistent board leadership during any ceo transition. accordingly, when mary g. puma became  cotb  in may 2006 in addition to her role as  ceo , stephen r. hardis was appointed by the board as lead director. the responsibilities of the lead director include: setting the board's agenda in collaboration with the ceo ; acting as a regular communication channel between the board and ceo ; organizing and presiding over executive sessions to review the company's performance and management effectiveness; conducting exit interviews with resigning senior managers to determine whether their departure reflect problems with the ceo or other company issues; coordinating the activities of the independent directors; with the  cotb  of the nominating and governance committee, addressing any actions arising from the annual board self-evaluation, coordinating the assessment of the committee structure, organization, and charters, and evaluating the need for any changes; and coordinating the performance evaluation of the  cotb  and ceo . the board designates the lead director annually after each annual meeting of shareholders. our board has determined that this leadership structure is appropriate for our business because the title of  cotb  is commonly recognized by our customers as being the top management position. giving ms. puma that title ensures that she is recognized by all third parties as our most senior manager. in practice, the role of the lead director as described above and in our governance policies encompasses all of the management oversight and board leadership functions typically held by a non-executive  cotb . the company provides an appropriately substantial retainer to compensate the outside director assuming the lead director role for the director's time, effort and focus.",1
1372,1113784,2012," our board leadership structure is currently composed of an independent  cotb , an independent audit committee  cotb , an independent nominating and corporate governance committee  cotb , and an independent compensation committee  cotb . kirk e. gorman has served as a member of our board of directors since august of 2008 and the  cotb  of our board of directors since october, 2011. in december 2009, the board of directors designated ronald a. ahrens as the lead independent director (the 'lead director'). in october 2011, mr. thurman resigned from his position as the  cotb , and as a member of the board of directors. his resignation marked the end of a transition plan, which commenced in june 2010, and was designed to ensure a successful transition for the company's  ceo , joseph h. capper. subsequent to mr. thurman's departure, the company appointed mr. gorman to serve as  cotb  of our board of directors. with the appointment of mr. gorman as an independent  cotb , the company no longer required the role of lead director, and dissolved the position. the board believes that its current leadership structure best facilitates its oversight of risk by combining independent leadership, through the independent  cotb , independent board committees, and majority independent board composition. the  cotb , independent committee chairs, and other directors also are experienced professionals or executives who can and do raise issues for board consideration and review, and are not hesitant to challenge management. the board believes there is a well-functioning and effective balance between the independent  cotb  and non-executive board members, which enhances risk oversight. the board of directors believes that it is in the best interests of the company and its stockholders to continue to preserve the ability of the company to deduct in full compensation related to stock options, stock appreciation rights and other performance-based awards granted under the equity incentive plan. therefore, solely for the purpose of qualifying such compensation as performance-based under section 162(m), the stockholders are asked to approve the following provisions of the equity incentive plan (the 'section 162(m) qualifying provisions'):",0
1373,1113809,2012,"prior to november 2011, the board combined the role of  cotb  with the role of chief executive bear and had a lead independent director position to strengthen the governance structure. in november 2011, to further strengthen the governance structure, the board separated the role of  cotb  from the role of chief executive bear, elected mary lou fiala as non-executive  cotb , and eliminated the role of lead independent director. the board chose to separate the roles of  cotb  and chief executive bear in recognition of the current demands of the two roles. while the  cotb  organizes board activities to enable the board to effectively provide guidance to and oversight and accountability of management, the chief executive bear is responsible for setting the strategic direction for the company and the day to day leadership and performance of the company. the  cotb  creates and maintains an effective working relationship with the chief executive bear and other members of management and with the other members of the board; provides the chief executive bear ongoing direction as to board needs, interests and opinions; and assures that the board agenda is appropriately directed to the matters of ",0
1374,1114200,2010," mr. bihl, as our CEO , is responsible for setting our strategic direction and our day-to-day leadership and performance, while the lead independent director on the board will be, among other things, required to lead discussions related to oversight of management. while we believe that the current board leadership structure is appropriate in the current circumstances, the board will continue to evaluate this structure as the needs of the business change over time. these employment agreements, the executive severance pay plan and the change in control severance agreements are an important element in our executive compensation program. severance commitments help us attract and retain key management talent by assuring our key executives a level of economic security in the event of their termination without cause. similarly, our change in control severance agreements provide our named executive officers with a measure of economic security in the event of any change in control, as well as additional incentives to execute and complete any change in control transaction that the board of directors believes is in the best interests of our stockholders. similar protection is typically provided by other companies, thus we must continue to offer such protections in order to be competitive with companies with whom we compete for management talent. individual performance for the executive officers was assessed by mr. bihl, as CEO , and reviewed by the compensation committee. as CEO , mr. bihl's individual performance was separately reviewed by the committee. the CEO provides the committee and the board with an overall performance assessment and a narrative report supporting the performance assessment for each officer reporting to him. in assessing CEO performance, the committee evaluates company results and the CEO 's leadership in terms of ability to build and motivate a strong management team, define the appropriate priorities for the organization, and chart an effective strategic course for the company. we have a lead independent director fulfilling the leadership position on the board of directors and, because we have a lead independent director, we do not have a director with the title of cotb . our CEO does serve as a member of the board but currently does not serve in the board's leadership position in recognition of the differences and potential conflicts between the roles of CEO and the leadership position on the board. mr. graf serves as our lead independent director fulfilling the leadership position on the board of directors. our lead independent director is independent as defined by current nasdaq stock market listing standards and chairs the executive sessions of the independent directors, sets the agendas for the executive sessions of the independent directors, participates with our CEO in setting full board agendas, acts as a liaison between the independent directors and the CEO , and has such further responsibilities as the board or the independent directors, as a group, may designate from time to time or as provided in our corporate governance standards. mr. bihl, as our CEO , is responsible for setting our strategic direction and our day-to-day leadership and performance, while the lead independent director on the board will be, among other things, required to lead discussions related to oversight of management.",0
1375,1114220,2013,"the board of directors does not have a formal policy regarding the separation of the roles of ceo and  cotb , as the board of directors believes that it is in the best interests of the company to make that determination based on the direction of the company and the current membership of the board of directors. the board of directors has determined that having a director who is not an executive officer serve as the  cotb  is in the best interest of the company's stockholders at this time. this structure allows the ceo to focus on the management of the company's day-to-day operations. the board of directors believes that the change in control benefits described above are in the best interests of the company and its stockholders to assure that the company will have the continued dedication of mr. bentsur and mr. oliviero, notwithstanding the possibility, threat or occurrence of a change in control of the company. the board of directors has determined that it would be advisable and in our best interests to amend article 4 of our certificate of incorporation, or the charter, to provide our board of directors with the authority to issue 135,000,000 shares, which is divided into 130,000,000 shares of common stock, par value of $0.001 per share, and 5,000,000 shares of preferred stock, par value $0.001 per share. a copy of the proposed amendment to the charter is attached to this proxy statement as exhibit a (referred to as the proposed amendment herein). ",0
1376,1114714,2011,"mr. karsan serves as both the  cotb  of our board of directors and our ceo . our board of directors decision to assign these two roles to a single person was guided by several important attributes of mr. karsan, including: his unique skills, insight, and experience as a founder of kenexa; the confidence he is able to inspire in our board of directors, the company and our shareholders; his ability to coalesce and effect positive change in our company; and his ability to execute on both the company's short-term and long-term strategies necessary for the challenging marketplace in which the company competes. while these attributes were important, our board of directors would not have considered combining the roles of  cotb  and ceo if it did not firmly believe that we have in place sound checks and balances to ensure that we maintain the highest standards of corporate governance and continued accountability of the ceo to the board of directors. for example: each of the board of directors standing committees, including the audit, compensation, and nominating and governance committees, are comprised of and chaired solely by non-employee directors who meet the independence requirements under the nyse listing standards and other governing laws and regulations. review and determination of mr. karsan's compensation and performance continues to be within the purview of the compensation committee. the independent directors continue to meet in regular executive sessions without management present to discuss the effectiveness of the company's management, the quality of the board of directors meetings and any other issues and concerns. the board of directors continues to oversee succession planning. mr. nies serves as both the lead independent director and  cotb  of our nominating and governance committee. the primary roles and responsibilities of the lead director include: communication with the  cotb  and ceo in areas including: strategy, possible change of control and restructuring opportunities and other key executive changes before they are established; preparations for board of directors meetings; offering counsel to individual directors on the performance of their duties; facilitating communications amongst directors; facilitating the process of the board's self-evaluation; presiding over and scheduling all meetings of the board of directors at which the  cotb  and ceo is not present, including executive sessions.",1
1377,1115222,2010,"our board is currently led by our  cotb , steven w. alesio, who also served as our ceo in 2009. upon mr. alesio's retirement in june 2010, sara mathew, who assumed the ceo role on january 1, 2010, will assume the additional role of  cotb . d&b's board of directors does not have a policy on whether the roles of  cotb  and ceo should be separate; however, these positions have historically been held by the same person. the board affairs committee of the board of directors annually evaluates governance trends and issues and reports its conclusions to the board. specifically, it evaluated the roles of  cotb  and ceo in may 2009 and concluded that having a single  cotb  and ceo is appropriate for our company. our board believes that its leadership structure is effective in providing independent oversight of management, including with respect to one of the board's primary functions enhancing shareholder value. the  cotb  has neither a greater nor lesser vote on matters considered by the board than any other director. all directors of our company are bound by fiduciary obligations, imposed by law, to serve the best interests of our shareholders. additionally, our board believes that there are certain efficiencies inherent in having the ceo (who is the person responsible for the day-to-day operations and strategy of the company) chair the board of directors, such as ensuring efficiency and clarity in decision making and that key business issues are brought to the board's attention. our board of directors acknowledges that independent board leadership is important. accordingly, the company's corporate governance principles provide for an independent presiding director to be designated by the board from time to time. the role of the company's presiding director is to preside over the non-management executive sessions of the board of directors. the presiding director may also call a meeting of the non-management directors at any time. michael r. quinlan has served as our presiding director since october 2002. more information relating to mr. quinlan's role as presiding director can be found under the board meetings section of this proxy statement. in addition, our board and committee composition promotes independence and protects against too much power being placed with the  cotb  and ceo . all of the board committees are comprised entirely of independent directors as determined under criteria established by the nyse and set forth in our corporate governance principles. as a result of this structure, independent directors oversee such critical matters as the integrity of the company's financial statements, the compensation of executive management (including the ceo ), the direction of the company's innovation and technology strategy, the selection and evaluation of directors and the development and implementation of the company's corporate governance policies and structures. in addition, ten of the twelve members of our board are independent under the foregoing standards. our board believes that its leadership structure enhances the board's ability to provide insight and direction to management on important strategic initiatives and, at the same time, ensures that the appropriate level of independent oversight is applied to all board decisions.",1
1378,1115222,2011,"our board is currently led by our chairman and ceo, sara mathew. d&b's board of directors does not have a policy on whether the roles of chairman of the board and ceo should be separate; however, these positions have historically been held by the same person. the board affairs committee of the board of directors regularly evaluates governance trends and issues and reports its conclusions to the board. specifically, it evaluated the roles of chairman and ceo in december 2010 and concluded that having a single chairman and ceo is appropriate for our company. our board believes that its leadership structure is effective in providing independent oversight of management, including with respect to one of the board's primary functions enhancing shareholder value. the chairman of the board has neither a greater nor lesser vote on matters considered by the board than any other director. all directors of our company are bound by fiduciary obligations, imposed by law, to serve the best interests of our shareholders. additionally, our board believes that there are certain efficiencies inherent in having the ceo (who is the person responsible for the day-to-day operations and strategy of the company) chair the board of directors, such as ensuring efficiency and clarity in decision making and ensuring key business issues are brought to the board's attention. our board of directors acknowledges that independent board leadership is important. accordingly, in august 2010, the board revised the company's corporate governance principles to provide for an independent lead director to be designated by the board from time to time. at that time, the board appointed christopher j. coughlin as our first lead director. prior to august 2010, our corporate governance principles provided for an independent presiding director, and michael r. quinlan served in such role from october 2002 until august 2010. as with the presiding director, the lead director (i) presides over the non-management executive sessions of the board of directors, (ii) collects feedback from the board meetings and provides it to the ceo, (iii) may call a meeting of the non-management directors at any time, and (iv) performs such other responsibilities as the board may from time to time delegate to assist the board in performing its responsibilities. however, unlike the presiding director whose term was not defined, the lead director is appointed to a term of three years, with no limit on the number of terms the lead director may serve, either in succession or in the aggregate. we believe a term of three years will provide an opportunity, if appropriate in the discretion of the board, for rotation of the lead director position among the directors. more information relating to mr. coughlin's role as lead director can be found under the board meetings section of this proxy statement. in addition, our board and committee composition promotes independence and protects against too much power being placed with the chairman and ceo. all of the board committees are comprised entirely of independent directors as determined under criteria established by the sec and nyse for the applicable committees and as set forth in our corporate governance principles. as a result of this structure, independent directors oversee such critical matters as the integrity of the company's financial statements, the compensation of executive management (including the ceo), the direction of the company's innovation and technology strategy, the selection and evaluation of directors and the development and implementation of the company's corporate governance policies and structures. in addition, eight of the nine members of our board are independent under the foregoing standards. our board believes that its leadership structure enhances the board's ability to provide insight and direction to management on important strategic initiatives and, at the same time, ensures that the appropriate level of independent oversight is applied to all board decisions. ",1
1379,1116132,2010,"the board annually examines the relationships between the company and each of its directors. after this examination, the board has determined in its business judgment that each of the non-management directors who are standing for reelection at the annual meeting have no material relationship with the company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the company) and is independent as defined in the nyse listing standards. lew frankfort is a member of management and as a result, he is not considered an independent director. under coach's bylaws and the guidelines, the positions of  cotb  and ceo may be held by one person or separately. since the inception of the company in june 2000, lew frankfort has held the positions of both  cotb  and  ceo . the board believes that the company can most effectively execute its strategy and business plans to maximize stockholder value if the  cotb  is also a member of the management team. the board believes that mr. frankfort, acting in the capacities of  cotb  and ceo , serves as a bridge between the board and management and provides critical leadership for carrying out the company's strategic initiatives and confronting its challenges. the company has also adopted various policies to provide for a strong and independent board. the board and the gn committee have assembled a board comprised of capable and experienced directors who are currently or have been leaders of major companies or institutions, are independent thinkers and have a wide range of expertise and skills. all directors, with the exception of the  cotb , are independent as defined under nyse regulations, and all committees of the board are made up entirely of independent directors. the board and these committees are empowered to retain their own counsel or advisors as they deem necessary. ",1
1380,1116942,2010," the following table, together with the accompanying text, sets forth certain information with respect to each of our directors and mr. tang. we believe it is the  ceo 's responsibility to manage our company's operations and the  cotb 's responsibility to lead our board of directors. given the significant responsibilities with which our  cotb  is tasked and his active role in our governance, we believe it is beneficial to have an independent  cotb  whose sole job is leading the board of directors. to this end, our corporate governance guidelines provide that our ceo may not be our  cotb , and that our  cotb  will be selected from our independent directors. in making its decision to separate the ceo and  cotb  roles, our board of directors considered the time that mr. alder is required to devote to the ceo position in the current economic environment, particularly given the demands imposed on our company as it undertakes international expansion. by segregating the role of the  cotb , we reduce any duplication of effort between the ceo and the  cotb . we believe this provides strong leadership for our board of directors, while also positioning our ceo as the leader of the company in the eyes of our customers, employees, and other stakeholders. by having another director serve as  cotb , mr. alder is better able to focus his attention on running our company. our board of directors believes that mr. klatell is the most appropriate individual to serve as  cotb  because of his deep knowledge of our business and strategy, his experience with corporate governance matters, and his demonstrated skill and commitment to performing effectively as  cotb  of our board of directors. our board of directors has five independent members and two non-independent members, including our ceo and mr. tang. a number of our independent board members are currently serving or have served as members of senior management of other public companies and have served as directors of other public companies. we believe that the number of independent, experienced directors that make up our board, along with the independent oversight of the board by the non-executive  cotb , benefits our company and our stockholders. we believe that we have a strong corporate governance structure that ensures independent discussion, evaluation of, and communication with and access to, senior management. all of our board committees are composed solely of independent directors, which provides independent oversight of management. also, our corporate governance guidelines provide that our independent directors will meet in executive session not less frequently than quarterly.",0
1381,1117106,2014,"the board recognizes that one of its significant responsibilities is to evaluate and determine its optimal leadership structure so as to provide independent oversight of management. the board also recognizes that there is no single accepted approach for such structure. as a result, the board does not have a policy on whether or not the roles of the  cotb  and ceo should be separate. the board believes it should be free to determine what is best for the company at a given point in time. furthermore, if the  cotb  is an employee, the board will appoint an independent director as the lead independent director. evan goldberg, our founder and chief technology officer, is currently serving as our  cotb . because mr. goldberg is an employee of the company and is therefore not independent, the nominating and governance committee has appointed deborah farrington as our lead independent director. the lead independent director is responsible for coordinating the activities of the independent directors, chairing executive sessions of the independent directors, reviewing and overseeing the board agenda and leading the board in connection with matters that require a leader other than the  cotb . executive sessions of independent directors are generally held in connection with each regularly scheduled in-person board meeting and at other times as necessary. the board of directors policy is to hold executive sessions without the presence of management, including the ceo and other non-independent directors. the audit committee and the compensation committee of the board of directors also generally meet in executive session at least on a quarterly basis and the nominating and governance committee generally meets in executive session on at least an annual basis and at other times as necessary. in considering its leadership structure, the board has taken a number of factors into account. the board which consists of a substantial majority of independent directors who are highly qualified and experienced exercises a strong, independent oversight function. this oversight function is enhanced by the fact that all of the board's committees audit, compensation and nominating and governance are comprised entirely of independent directors. further, as discussed above, the board has designated one of its independent members as lead independent director with significant responsibilities. based on these factors, the board believes that this leadership structure provides us with strong and consistent leadership and appropriate oversight.",0
1382,1117480,2014,"our board of directors is currently chaired by dr. mario. as a general policy, our board of directors believes that separation of the positions of  cotb  and ceo reinforces the independence of the board of directors from management, creates an environment that encourages objective oversight of management's performance and enhances the effectiveness of the board of directors as a whole. as such, dr. berrey serves as our president, ceo and chief medical officer while dr. mario serves as our  cotb  but is not an officer. we expect and intend the positions of  cotb  and ceo to continue to be held by two individuals in the future.",0
1383,1118148,2010," in accordance with our corporate governance principles, the role of the  cotb  and ceo are held by different individuals within our organization. the chair position is held by dr. mukkamala, an independent, non-employee practicing physician and significant shareholder of our company, while the position of ceo is held by our company's president. at this time, the board believes that separating the positions provides more effective oversight of management and better accountability of management to the board than if the ceo and  cotb  positions were combined. the audit committee is responsible for discussing policies with respect to enterprise risk assessment and enterprise risk management and performs a quarterly review of our enterprise risk assessment policies and practices. under our policies, our chief financial officer, or cfo, along with the officers of each business area are responsible for identifying risks that could affect achievement of business goals and strategies, assessing the likelihood and potential impact of significant risks, and prioritizing risks and proactive or responsive actions. the cfo reports quarterly to the ceo and audit committee on our risk management policies and practices, including actions to monitor and manage significant risks to remain within our range of risk tolerance. the audit committee reviews risks organized into three major categories; investment and capital, operational, and regulatory and rating agency, including steps to monitor and manage those risks. the audit committee also discusses our overall policies and practices for overseeing our enterprise risk management and makes recommendations to management as needed. in addition, each of the standing board committees oversees the risk management practices for categories of risks relevant to their functions. for example the audit committee considers financial risks including those related to internal controls and the annual financial audit and financial reporting. the compensation committee oversees the management of risks associated with our executive compensation plans and arrangements and ensures that our compensation programs do not encourage excessive risk-taking. the full board reviews risk management practices and a number of significant risks in the course of its review of corporate strategy, business plans, reports of board committee meetings and other presentations. the board's oversight role in this area has not affected its approach to the board's leadership structure at least in part due to the level of direct communication between the board, its risk management and other committees and employees involved in risk management. ",0
1384,1120193,2010,"based upon detailed written submissions by each director, the board has determined that all of our current directors are independent, other than messrs. greifeld and kazim. mr. greifeld is deemed not to be independent because he is the ceo of nasdaq omx. mr. kazim is deemed not to be independent because of his affiliations with borse dubai, our largest stockholder, and nasdaq dubai. section 162(m) of the code provides a limit of $1 million on the remuneration that may be deducted by a public company in any year in respect of the ceo and the three other most highly compensated executive officers (other than the principal financial officer). there is an exception to this limitation for performance-based compensation. we have endeavored and will continue to endeavor to use this exception to section 162(m) to maximize the deductibility of our compensation. however, in order to maintain flexibility in compensating executives and to attract needed leadership in exceptional circumstances, we have not adopted a policy that all compensation must be deductible. we believe that such a policy is not in the best interests of the company or its stockholders. in 2009, all compensation paid to our named executive officers was deductible for corporate income tax purposes, except for approximately $50,000 for mr. greifeld.nasdaq omx separates the roles of  cotb  and  ceo . nasdaq omx believes that this separation of roles promotes more effective communication channels for the board to express its views on management. ",0
1385,1120370,2012,"the names and ages of all of our directors and the positions held by each with the company are as follows: the board is led by its  cotb , mr. reiland, who is considered to be an independent director. the board believes that separating the roles of ceo and  cotb  is the most appropriate structure for the company at this time. having an independent  cotb  is a means to ensure that the ceo is accountable for managing the company in the best interests of stockholders while, at the same time, acknowledging that managing the board is a separate and time intensive responsibility. the board also believes that an independent  cotb  can serve to curb conflicts of interests, promote oversight of risk and manage the relationship between the board and the  ceo .",0
1386,1120914,2012,"the board has determined that the positions of  cotb  and ceo should be held by different persons. in addition, the board believes that the  cotb  should not be an employee. since april 2004, our  cotb  has been lucio l. lanza. the  cotb  is responsible for coordinating the board's activities, including the scheduling of meetings of the full board, scheduling executive sessions of the non-employee directors and setting relevant items on the agenda (in consultation with the ceo as necessary or appropriate). the board believes this leadership structure has enhanced the board's oversight of, and independence from, company management, the ability of the board to carry out its roles and responsibilities on behalf of our stockholders, and our overall corporate governance compared to a combined  cotb / ceo  leadership structure.",0
1387,1121484,2011," the option of one year, two years or three years that receives the highest number of votes cast by stockholders will be the frequency for the advisory vote on executive compensation that has been selected by stockholders. however, because this vote is advisory and not binding on our board of directors or oil states international, inc. in any way, our board of directors may decide that it is in the best interests of our stockholders and oil states international, inc. to hold an advisory vote on executive compensation more or less frequently than the option approved by our stockholders. the company's audit committee presently consists of messrs. van kleef, nelson, rosenthal and seaver each of whom is independent, as such term is defined in section 10a of the securities exchange act of 1934, as amended (the exchange act ), and in the applicable nyse listing standards. mr. rosenthal will be resigning from this committee and mr. swanson will become a member of the audit committee effective april 27, 2011. the audit committee operates under a written charter as amended and restated by the board of directors effective as of may 15, 2008. a copy of the charter is available on our website, www.oilstatesintl.com, by first clicking corporate governance and then audit committee under the committee charters heading on the right side of the page. the audit committee, which is chaired by mr. van kleef, meets separately with representatives of the company's independent auditors, the company's internal audit personnel and with representatives of senior management in performing its functions. the audit committee reviews the general scope of audit coverages, the fees charged by the independent auditors, matters relating to internal control systems and other matters related to accounting and reporting functions. the board of directors has determined that all of the present members of the audit committee and mr. swanson are financially literate and that messrs. van kleef, nelson, seaver and swanson have accounting or related financial management expertise, each as required by the applicable nyse listing standards. the board of directors has also determined that messrs. van kleef, nelson, seaver and swanson qualify as audit committee financial experts under the applicable rules of the exchange act. ",0
1388,1121788,2010,"board leadership structure and role in risk oversight dr. kao is the CEO of garmin cayman and the  COTB . garmin cayman does not have a lead independent director. instead, all of the independent directors play an active role on the board of directors. the independent directors make up a majority of garmin cayman's board of directors, and a majority of the independent directors are or have been leaders in industry with a history of exercising critical thought and sound judgment. the board of directors believes this board leadership structure is appropriate because dr. kao is a co-founder of garmin cayman, which gives him a unique perspective of the company's history, vision and values, and because of his significant ownership of garmin cayman stock, which aligns his interests with those of garmin cayman's shareholders. in addition, the board of directors believes that having one person serve as both CEO and  COTB  demonstrates for our employees, strategic partners, customers and shareholders that garmin cayman has one clear leader.   the entire board of directors performs the risk oversight role. garmin cayman's CEO and president and chief operating officer are members of the board of directors, and garmin cayman's chief financial officer and its general counsel regularly attend board meetings, which helps facilitate discussions regarding risk between the board of directors and garmin cayman's senior management, as well as the exchange of risk-related information or concerns between the board of directors and the senior management. further, the independent directors meet in executive session at the majority of the regularly scheduled board meetings to voice their observations or concerns and to shape the agendas for future board meetings. the board of directors believes that, with these practices, each director has an equal stake in the board's actions and oversight role and equal accountability to garmin cayman and its shareholders. ",0
1389,1122304,2011,"the board, assisted by the nominating committee, regularly reviews the leadership structure of the company, including whether the position of  cotb  should be held by an independent director. the board believes that the decision to combine or separate the positions of  cotb  and ceo is highly dependent on the strengths and personalities of the personnel involved and must take into account current business conditions and the environment in which the company operates. the board also strongly believes mr. bertolini, who continues to serve as ceo and president, will serve as a successful leader of the board and an effective bridge between the directors and company management. while the board has decided to keep the roles of  cotb  and ceo combined at this time, the board also has taken steps to ensure that it effectively carries out its responsibility for independent oversight of management. these steps include the appointment of a presiding director (with comprehensive and clearly delineated duties); the scheduling at every regular board meeting of an executive session of the nonmanagement directors (without mr. bertolini or other management attendees present); and assuring that substantially all of the nonmanagement directors are independent. in addition, each board committee meets regularly in executive session without management attendees. gerald greenwald, an independent director, has been the presiding director since april 2007. the presiding director is appointed annually. generally, the presiding director is responsible for coordinating the activities of the independent directors. among other things, the presiding director sets the agenda for and leads the nonmanagement and independent director sessions that the board regularly holds, and briefs the  cotb  on any issues arising from those sessions. the presiding director also acts as the principal liaison to the  cotb  for the views of, and any concerns or issues raised by, the independent directors, though all directors continue to interact with the  cotb  as needed and as appropriate. the  cotb  consults with the presiding director, who provides input on and approves agendas for board meetings and board meeting schedules. the presiding director also consults with the other directors and advises the  cotb  about the quality, quantity and timeliness of information provided to the board and the board's decision making processes. the board has agreed that edward j. ludwig, an independent director, will become the presiding director on september 23, 2011.",1
1390,1122304,2012,"the board, assisted by the nominating committee, regularly reviews the leadership structure of the company, including whether the position of chairman should be held by an independent director. the board believes that the decision to combine or separate the positions of chairman and chief executive officer is highly dependent on the strengths and personalities of the personnel involved and must take into account current business conditions and the environment in which the company operates. the board also strongly believes mr. bertolini, who continues to serve as chief executive officer and president, will serve as a successful leader of the board and an effective bridge between the directors and company management. while the board has decided to keep the roles of chairman and chief executive officer combined at this time, the board also has taken steps to ensure that it effectively carries out its responsibility for independent oversight of management. these steps include the appointment of a presiding director (with comprehensive and clearly delineated duties); the scheduling at every regular board meeting of an executive session of the nonmanagement directors (without mr. bertolini or other management attendees present); and assuring that substantially all of the nonmanagement directors are independent. in addition, each board committee meets regularly in executive session without management attendees. ",1
1391,1122342,2015,our board believes that having a combined  cotb  and ceo is the most effective leadership structure for our company at this time. the board believes that mr. chang is the director best situated to identify strategic opportunities and focus the activities of the board due to his full-time commitment to our business and his company-specific experience. the board also believes that the combined role of  cotb  and ceo promotes effective execution of strategic imperatives and facilitates information flow between management and the board.,1
1392,1122976,2010," cotb , president and CEO of polyone since february 2006. mr. newlin served as president industrial sector of ecolab, inc., a global leader in cleaning and sanitizing specialty chemicals, products and services from 2003 to 2006. mr. newlin served as president and a director of nalco chemical company, a manufacturer of specialty chemicals, services and systems, from 1998 to 2001 and was chief operating officer and vice cotb from 2000 to 2001. mr. newlin serves on the boards of directors of black hills corporation and the valspar corporation. we believe that, as our CEO , mr. newlin is particularly qualified to serve on our board. he has gained significant experience in the specialty chemical industry, serving as a CEO in this industry for over 30 years. in addition, in his role as our CEO , he has proven that he is an effective leader. he is also able to contribute his knowledge and experience with respect to international issues as a result of his global work responsibilities and living abroad. mr. newlin's skills, gained over years of working in a leadership role, provide him with the right combination of broad-based knowledge and industry-specific experience to allow him to serve as an effective cotb of our board. ",0
1393,1123270,2011,"mr. crowley jr. currently serves as  cotb  and ceo of the company. given the highly-regulated nature of the financial institutions industry, the board believes that having one person serve as  cotb  and ceo allows that individual to apply the substantial amount of experience and information gained from both roles to lead the company most effectively, to keep the non-management board members apprised of recent developments regarding the day-to-day operations of the company and the industry and to act as a unified spokesperson on behalf of the company. further, the board believes that the authority of the combined  cotb  and ceo is appropriately counter-balanced by the fact that all but one of the other directors are independent and the independent directors meet in executive session at each board meeting. while the board has not formally appointed an independent lead director, mr. mielke has traditionally served as the independent directors designee for relaying information from the independent directors of the board to management and effectively has undertaken many of the same responsibilities that an independent lead director would have. the board believes that long-term, sustainable value creation and preservation is attainable through the prudent assumption and management of both risks and potential rewards, and the company's board as a whole takes a leading role in overseeing the company's overall risk tolerances. eight of the ten members currently serving on the company's board also comprise the bank's board and, therefore, are aware of and can report to the entire company board regarding the bank's risk-related policies, and help implement oversight by the company's board. the financial institutions industry is highly-regulated; the board of directors of the bank maintains and considers compliance with various extensive formal policies that are reviewed and approved annually to ensure the policies and the bank comply with those regulations. the policies include, among other matters, those related to interest rate risk, business continuity risk, lending and underwriting, regulatory compliance,",1
1394,1123360,2010,"(6) board leadership structure. the board of directors does not have a formal policy on whether the same person should serve as the  COTB  and the  CEO . since 2002, however, mr. garcia has served in both roles. the board believes the combined role of CEO and  COTB , together with a lead independent director having the duties described below, is in the best interest of the shareholders because it provides the appropriate balance between strategy development and independent oversight of management. the board of directors believes that having our CEO as  COTB  facilitates the board's decision-making process because mr. garcia possesses detailed and in-depth knowledge of the issues, opportunities, and challenges facing the company and its business and is thus best positioned to develop agendas (with input from the lead independent director) that ensure that the board's time and attention are focused on the most critical matters. his combined role enables decisive leadership, ensures clear accountability, and enhances the company's ability to communicate its message and strategy clearly and consistently to the company's shareholders, employees, customers, and suppliers. mr. jacobs serves as our lead independent director. the lead independent director's duties include providing input on the board meeting agenda items, serving as the chairperson for all executive sessions of the independent directors, and communicating to the CEO the results of the independent executive board sessions. executive sessions of the independent directors are generally held immediately after each regularly scheduled meeting of the board and do not include our only non-independent director. the independent directors of the board met in executive session 6 times during our fiscal year ended may 31, 2010. any interested party may contact the lead director by directing such communications to mr. jacobs in care of the corporate secretary at our address (10 glenlake parkway, north tower, suite 1068, atlanta, georgia 30328-3473). any such correspondence received by us will be forwarded to him. (7) director independence . each year the board of directors undertakes a review of director independence based on the standards for director independence included in the new york stock exchange corporate governance rules. the board considers whether or not there existed any relationships and transactions during the past three years between each director or any member of his or her immediate family, on the one hand, and the company and its subsidiaries and affiliates, on the other hand. the purpose of the review was to determine whether or not any such relationships and transactions existed and, if so, whether any such relationships or transactions were inconsistent with a determination that the director is independent. in fiscal year 2010, there were no such relationships or transactions between the non-employee directors and the company to review and, as a result, the board of directors has determined that all of the directors, except mr. garcia (who serves as the company's  CEO ), are independent of the company and its management. (8) committees . our board of directors has a separately-designated audit committee, a compensation committee, a governance, nominating, and risk oversight committee, and a technology committee. the audit committee has been established in accordance with section 3(a)(58)(a) of the exchange act. the board of directors has determined that all members of the four committees satisfy the independence requirements of the sec and the new york stock exchange. each of the committee charters and our corporate governance guidelines are available on our website ( www.globalpaymentsinc.com ), and will be provided free of charge, upon written request of any shareholder addressed to global payments inc., 10 glenlake parkway, north tower, atlanta, georgia 30328-3473, attention: investor relations. certain information regarding the functions of the board's committees and their present membership is provided below. (9) audit committee . as of the end of fiscal year 2010, the members of the audit committee were mr. trapp (chairperson), mr. wilkins, and mr. silberstein. the audit committee operates under a written charter adopted by the board of directors which is available on our website ( www.globalpaymentsinc.com ). the audit committee annually reviews a report by the independent auditors describing the firm's internal quality control procedures; reviews the scope, plan and results of the annual audit of the financial statements by our independent auditors; reviews the scope, plan and results of the internal audit program; reviews the nature and extent of non-audit professional services performed by the independent auditors; and annually recommends to the board of directors the firm of independent public accountants to be selected as our independent auditors for the next fiscal year. during fiscal year 2010, the audit committee held four meetings, each of which was separate from a regular board meeting. (10) audit committee financial expert . the board of directors has determined that the cotb of the audit committee, mr. trapp, is an audit committee financial expert and is independent as independence for audit committee members is defined under the rules established by the sec and the new york stock exchange. (11) compensation committee. as of the end of fiscal year 2010, the members of the compensation committee were general burba (chairperson), mr. hart, mr. jacobs, mr. killian, and ms. marshall. the committee operates under a written charter which is available on our website ( www.globalpaymentsinc.com ). this committee reviews levels of compensation, benefits, and performance criteria for our executive officers and administers the amended and restated 2000 long term incentive plan, the 2000 employee stock purchase plan, the 2000 director plan, and the amended and restated 2005 incentive plan. they also consider our compensation programs from a risk perspective. additional information regarding risk consideration is contained in the compensation tables and narratives section under the heading consideration of risk. the compensation committee charter allows the committee to delegate certain matters within its authority to individuals, and the committee may form and delegate authority to subcommittees as appropriate. in addition, the committee has the authority under its charter to retain outside advisors to assist the committee in the performance of its duties, and for fiscal year 2010 the committee retained the services of hewitt associates, or hewitt, an independent compensation consulting firm. the individual consultant that the committee has used for several years changed employers from hewitt to meridian compensation partners llc, or meridian, so the committee now utilizes the services of meridian instead. the compensation discussion and analysis section of this proxy statement describes our processes and procedures for the consideration and determination of executive compensation, including the role of the executive officers in determining compensation, and describes the role of the independent consultant in more detail. during fiscal year 2007, the compensation committee also hired hewitt to assist with a review of the director compensation. the compensation committee, with hewitt's assistance, made recommendations to the full board, which were approved on july 24, 2007 and which took effect on september 27, 2007 and will remain in effect through september 30, 2010. the executives have no role in determining board compensation. during fiscal year 2010, the compensation committee held four meetings, all of which were separate from regular board meetings. (12) compensation committee interlocks and insider participation . none of the members of the compensation committee (a) has ever served as an officer or an employee of the company or any of its subsidiaries and (b) has ever had any relationship requiring disclosure by the company under item 404 of regulation s-k. (13) technology committee. as of the end of fiscal year 2010, the members of the technology committee were mr. killian (chairperson), mr. hart, and mr. silberstein. the committee operates under a formal charter which is available on our website ( www.globalpaymentsinc.com ). this committee is to serve as a liaison between the board and management with regard to matters related to information technology and information security and to review the practices and key initiatives of the company related to information technology and information security. during fiscal year 2010, the technology committee held three meetings, all of which were separate from regular board meetings. (14) governance, nominating, and risk oversight committee. as of the end of fiscal year 2010, the members of the governance, nominating, and risk oversight committee (the governance committee ) were mr. hart (chairperson), general burba, mr. jacobs, and ms. marshall. the committee operates under a formal charter which is available on our website ( www.globalpaymentsinc.com ). this committee is responsible for developing and recommending to the board of directors a set of corporate governance principles applicable to us, determining the structure of the board and its committees, for overseeing the company's enterprise risk management process (as described in more detail below), and for identifying, nominating, proposing, and qualifying nominees (including incumbent directors) for open seats on the board of directors, based primarily on the following criteria: experience as a member of senior management or director of a significant business corporation, educational institution, or not-for-profit organization; particular skills or experience that enhances the overall composition of the board of directors; serves on no more than five other publicly-held corporation boards of directors; and serves on no more than three other audit committees of boards of directors of publicly-held corporations. we do not have a formal diversity policy. however, as part of its evaluation of director candidates and in addition to other standards the governance committee may deem appropriate from time to time for the overall structure and composition of the board, the committee considers whether each candidate, if elected, assists in achieving a mix of board members that represent a diversity of background and experience. accordingly, the board seeks members from diverse professional backgrounds who combine a broad spectrum of relevant industry and strategic experience and expertise that, in concert, offer the company and its shareholders diversity of opinion and insight in the areas most important to us and our corporate mission. the committee also considers the independence of candidates for director nominees, including the appearance of any conflict in serving as a director. candidates for director nominees who do not meet all of these criteria may still be considered for nomination to the board if the committee believes the candidate will make an exceptional contribution to the company and its shareholders. in evaluating nominees, the committee will also take into account the consideration that members of the board of directors should collectively possess a broad range of skills, expertise, industry knowledge and other knowledge, business experience and other experience useful to the effective oversight of our business. the governance committee considers candidates for director who are recommended by other members of the board of directors and by management, as well as those identified by any outside consultants who are periodically retained by the committee to assist in identifying possible candidates. the governance committee will evaluate potential nominees for open board positions suggested by shareholders on the same basis as all other potential nominees. to recommend a potential nominee, you may send a letter to the corporate secretary, global payments inc., 10 glenlake parkway, north tower, suite 1068, atlanta, georgia, 30328. such letter should include the following information: name and address of the shareholder making the recommendation, as it appears on our books and records; number of shares of our capital stock that are owned by such shareholder; name, age, business and residential address, educational background, current principal occupation or employment, and principal occupation or employment for the preceding five full fiscal years of the individual recommended for consideration as a director nominee; all other information relating to the recommended candidate that would be required to be disclosed in solicitations of proxies for the election of directors or is otherwise required, in each case pursuant to regulation 14a under the exchange act, including the recommended candidate's written consent to being named in the proxy statement as a nominee and to serving as a director if approved by the board of directors and elected; and a written statement from the shareholder making the recommendation stating why such recommended candidate meets our criteria and would be able to fulfill the duties of a director. members of the governance committee must discuss and evaluate possible candidates prior to recommending them to the board. this committee had no formal meetings during fiscal year 2010 but will meet twice before the end of calendar year 2010. (15) role in risk oversight by the board of directors. managing risk is an ongoing process inherent in all decisions made by management. the board of directors discusses risk throughout the year, particularly at board and committee meetings when specific actions are considered for approval. the board of directors has ultimate responsibility to oversee the company's enterprise risk management program ( erm ). the governance committee has been appointed by our board of directors to coordinate the oversight of erm by the board. in connection with the company's erm, the company has formed a management risk committee which is comprised of the company's senior management and which is responsible for identifying, assessing, prioritizing, and developing action plans to mitigate the material risks affecting the company including monitoring the business environment for changes in and emergence of significant risks. the governance committee's role in overseeing the management of the process is primarily accomplished through the management reporting process, including receiving reports from the cotb of the management risk committee and other members of senior management on areas of material risk to the company. the  COTB  of the governance committee will update the full board of directors on the process after each committee meeting and, annually, the cotb of the management risk committee will also present directly to the full board and seek their input and direction on the process. the audit committee receives reports from the  COTB  of the governance committee regarding the company's erm, receives a report annually from the cotb of the management risk committee as described above, and receives reports regularly from the internal auditor, who has responsibility for providing an independent assessment of the effectiveness of management's risk mitigation activities developed by management. the audit committee directly provides oversight of risks related to the integrity of the consolidated financial statements, internal control over financial reporting, and the internal audit function. the compensation committee oversees the management of risks related to management succession planning and the company's executive compensation program. (16) communications from security holders . any security holder may contact any member of the board of directors by directing such communication to such board member in care of the corporate secretary at our address (10 glenlake parkway, north tower, suite 1068, atlanta, georgia 30328-3473). any such correspondence received by us shall be forwarded to the applicable board member. (17) attendance at annual meeting . all directors are expected to attend our annual meeting of shareholders. all nine members of our board of directors attended our fiscal year 2009 annual shareholder meeting. ",0
1395,1123360,2013,"the board of directors does not have a formal policy on whether the same person should serve as the  cotb  and the  ceo . since 2002, however, mr. garcia has served in both roles. the board believes the combined role of ceo and  cotb , together with a lead independent director having the duties described below, is in the best interest of the shareholders because it provides the appropriate balance between strategy development and independent oversight of management. the board of directors believes that having our ceo as  cotb  facilitates the board's decision-making process because mr. garcia possesses detailed and in-depth knowledge of the issues, opportunities, and challenges facing the company and its business and is thus best positioned to develop agendas (with input from the lead independent director) that ensure that the board's time and attention is focused on the most critical matters. his combined role enables decisive leadership, ensures clear accountability, and enhances the company's ability to communicate its message and strategy clearly and consistently to the company's shareholders, employees, customers, and suppliers. mr. jacobs serves as our lead independent director. the lead independent director's duties include providing input on the board meeting agenda items, serving as the chairperson for all executive sessions of the independent directors, and communicating to the ceo the results of the independent executive board sessions. executive sessions of the independent directors are generally held immediately after each regularly scheduled meeting of the board. the independent directors of the board met in executive session four times during our fiscal year ended may 31, 2013. any interested party may contact the lead independent director by directing such communications to mr. jacobs in care of the corporate secretary at our address (10 glenlake parkway, north tower, atlanta, georgia 30328-3473). any correspondence received by the corporate secretary in accordance with the foregoing sentence will be forwarded to him.",0
1396,1123494,2014,"the ceo is responsible for the day-to-day management of our company and the development and implementation of our company's strategy. our board of directors currently believes that separating the roles of ceo and  cotb  contributes to an efficient and effective board. our board of directors does not have a current requirement that the roles of ceo and  cotb  be either combined or separated, because the board currently believes it is in the best interests of our company to make this determination based on the position and direction of our company and the constitution of the board and management team. from time to time, the board will evaluate whether the roles of ceo and  cotb  should be combined or separated. the board has determined that having separate roles of our company's ceo and  cotb  is in the best interest of our stockholders at this time.",1
1397,1124140,2010," our board of directors believes that the proposals being submitted for stockholder approval are in the best interests of exact sciences corporation and its stockholders and recommends a vote the board of directors believes that the omnibus plan will further our compensation philosophy and programs. our ability to attract, retain and motivate highly qualified officers, non-employee directors, key employees, consultants and advisors is critical to our success. the board believes that the interests of the company and its stockholders will be advanced if we can offer our officers, non-employee directors, key employees, consultants and advisors the opportunity to acquire or increase a direct proprietary interests in operations and future success of the company. we currently anticipate that the number of shares reserved for awards under the omnibus plan will be sufficient to cover our equity awards for at least the next three years. set forth below is background information for each current director and nominee for director, as well as information regarding additional experience, qualifications, attributes or skills that led the board of directors to conclude that such director or nominee should serve on the board. the board of directors has an independent cotb , meaning that the positions of cotb and CEO are not held by a single individual. the board of directors believes that having an independent cotb ensures that management is subject to independent and objective oversight and the independent directors have an active voice in the governance of the company.",1
1398,1124198,2012,"the chairman of the company's board is elected by the board on an annual basis. the board, together with the governance committee, annually reviews the structure of the board, and, as set forth in the company's amended and restated bylaws and corporate governance guidelines, the board is empowered to choose any one of its members as chairman of the board. following mr. boeckmann's retirement from the board, mr. seaton, the company's chief executive officer, was elected to serve as the chairman of the board. the board has determined that mr. seaton, the individual with primary responsibility for managing the company's day-to-day operations, is best positioned to chair regular board meetings and to lead and facilitate discussions of key business and strategic issues. the board believes that its current leadership structure provides independent board leadership and engagement while also deriving the benefit of having our chief executive officer serve as chairman. in his role as chairman, mr. seaton presides over board meetings, provides input on the agenda for each board meeting and performs such other duties as the board may request from time to time. the board has also established a lead independent director position, as it believes that the role of lead independent director is a useful one in promoting good board governance when the company has a non-independent chairman. as discussed below, the lead independent director is elected every three years, and his or her duties are closely aligned with the role of an independent, non-executive  cotb . ",1
1399,1124198,2014,"the  cotb  of the company's board is elected by the board on an annual basis. the board, together with the governance committee, annually reviews the structure of the board, and, as set forth in the company's amended and restated bylaws and corporate governance guidelines, the board is empowered to choose any one of its members as  cotb . the board has chosen mr. seaton, the company's  ceo , to serve as the  cotb . the board has determined that mr. seaton, the individual with primary responsibility for managing the company's day-to-day operations, is best positioned to chair regular board meetings and to lead and facilitate discussions of key business and strategic issues. in his role as  cotb , mr. seaton presides over board meetings, provides input on the agenda for each board meeting and performs such other duties as the board may request from time to time. however, the board has also established a lead independent director position, as it believes that the role of lead independent director promotes effective governance when the company has a non-independent  cotb . as discussed below, the lead independent director is elected every three years, and his or her duties are closely aligned with the role of an independent  cotb . the board believes that its current leadership structure provides independent board leadership and engagement while also offering the benefits described above of having our ceo serve as  cotb . in addition, each of the audit, governance and organization and compensation committees is composed entirely of independent directors. consequently, independent directors directly oversee critical matters such as the compensation policy for executive officers, succession planning, our methods of risk assessment and risk mitigation strategies, our corporate governance guidelines, policies and practices, the director nominations process, our corporate finance strategies and initiatives, and the integrity of our financial statements and internal controls over financial reporting.",1
1400,1124610,2011,"our current leadership structure separates the roles of ceo and  cotb . the ceo is responsible for setting the strategic direction for the company and the day to day leadership and performance of the company, while the  cotb  provides guidance to the  ceo , sets the agenda for board of directors meetings and presides over meetings of the full board of directors. we believe that this structure allows the board of directors to best address governance issues because the presence of a separate chair provides a more effective channel for the board of directors to express its views to management and provide feedback to the ceo on company performance. the board of directors administration of risk oversight has not affected the leadership structure of the board of directors. ",0
1401,1124827,2012,"there are currently eight members of the board of directors: one management director, two non-independent non-management directors and five independent non-management directors. during april 2012, the company was notified that matthys j. wessels, who currently serves as a class c director, will retire from the board as of the close of the meeting. as a result, immediately following the annual meeting, our board will be reduced to seven members. the board has four standing committees: audit, compensation, nominations and corporate governance and risk. all of the board committees are comprised solely of independent directors, except for the risk committee, which currently includes one non-independent, non-management director. immediately following the annual meeting, the risk committee will be reduced to three members as a result of mr. wessels retirement from the board and, thereafter, will be comprised solely of independent directors. the committee chairs, all of whom are independent directors, set the agendas for their respective committees and report to the full board on their work. the roles of  cotb  and ceo have been split since before the company went public in 2000. the role of  cotb  is currently held by mr. macfarlane, a non-independent, non-management director. mr. macfarlane has been our  cotb  since his retirement as ceo of the company in january 2009. he was elected  cotb  due to his extensive knowledge of our business and industry, his sound understanding of our business strategy, and his corporate and board experience and leadership skills, which promote board communication, governance, continuity and appropriate oversight. we do not have a lead director, but our independent non-management directors hold executive sessions at every board meeting and at such other times as such members deem appropriate. regularly, the independent, non-management directors appoint a spokesperson to act as the liaison between the independent, non-management directors and the  cotb  and/or  ceo . management is responsible for the assessment and management of risk and brings to the attention of the board and its committees the most material risks to the company. the risk committee is responsible for assisting the board with its risk oversight responsibilities. further, the board has delegated oversight responsibilities for various financial matters to the audit committee. the board and its committees regularly discuss with management the company's strategies, goals and policies and inherent associated risks in order to assess appropriate levels of risk taking and steps taken to monitor and control such exposures. the board and its committees also receive reports on risk management from senior officers of the company. the board of directors believes that the risk management processes in place for the company are appropriate.",0
1402,1125376,2016,"the board does not have a policy regarding the separation of the roles of ceo and  cotb  as the board believes it is in the best interests of the company to make that determination based upon the position and direction of the company and the membership of the board. the board has determined that having the company's ceo not serve as  cotb  is in the best interest of the company's stockholders at this time. however, the board has determined that having the company's former ceo serve as the  cotb  makes the best use of the former  ceo 's extensive knowledge of the company and its industry, as well as fostering greater communication between the company's management and the board.",0
1403,1125914,2010,"the company is focused on its corporate governance practices and values independent board oversight as an essential component of strong corporate performance to enhance stockholder value. our commitment to independent oversight is demonstrated by the fact that all of our directors, except jeffrey jordan, our president and CEO , and thomas layton, our former president and CEO , are independent. our board acts independently of management and regularly holds independent director sessions of the board without members of management present. our board does not have a chairperson, but recently established the position of lead independent director, currently mr. pressler, whose responsibilities include: (i) presiding over executive sessions of independent directors; (ii) serving as a liaison between mr. jordan and independent directors; (iii) providing advice as to meeting agendas and schedules; and (iv) calling meetings of independent directors. our board believes that the current board leadership structure is best for the company and its stockholders at this time.",0
1404,1125914,2013,"the company is focused on its corporate governance practices and values independent board oversight as an essential component of strong corporate performance to enhance stockholder value. our commitment to independent oversight is demonstrated by the fact that all of our directors, except mr. jordan, our former president, ceo and executive  cotb  (who will cease to serve as a director of the company effective on the date of the annual meeting), and mr. roberts, our current president and  ceo , are independent. our board acts independently of management and regularly holds independent director sessions of the board without members of management present. our board does not have a policy with respect to the separation of the offices of  cotb  and  ceo . our board believes that it is in the best interests of the company for the board to make a determination on this matter when it elects a new  cotb  or  ceo . our board has determined that, currently, the most effective leadership structure is to have a separate  cotb , currently mr. layton, and  ceo , currently mr. roberts, as it provides us the best access to the judgments and experience of both individuals. in addition, this structure allows our ceo to focus primarily on management and strategy responsibilities, while allowing our  cotb  to focus on leadership of the board, providing feedback and advice to the ceo and providing a channel of communication between the board members and the  ceo . our  cotb  presides over all board meetings and works with the ceo to develop agendas for board meetings. the  cotb  advises the ceo and other members of senior management on business strategy and leadership development. he also works with the board to drive decisions about particular strategies and policies and, in concert with the independent board committees, facilitates a performance evaluation process of the board. in addition, we have a lead independent director, currently mr. pressler, whose responsibilities include: (1) presiding over executive sessions of independent directors; (2) serving as a liaison between mr. roberts and independent directors; (3) providing advice as to meeting agendas and schedules; and (4) calling meetings of independent directors. our board believes that the current board leadership structure is best for the company and its stockholders at this time. ",0
1405,1125920,2013,"shutterfly's business is managed under the direction of the board, whose members are elected by our stockholders. the basic responsibility of the board is to lead the company by exercising its business judgment to act in what each director reasonably believes to be the best interests of shutterfly and its stockholders. leadership is important to facilitate the board acting effectively as a working group so that the company and its performance may benefit. the role of the  cotb  includes leading the board in its annual evaluation of the ceo (in conjunction with the recommendations of the compensation committee), providing continuous feedback on the direction, performance and strategy of the company, serving as chair of regular and executive sessions of the board, setting the board's agenda with the  ceo , and leading the board in anticipating and responding to crises. at this time, our board is led by an independent  cotb , mr. philip a. marineau. our  ceo , mr. housenbold, is the only member of the board who is not an independent director. we believe that this leadership structure facilitates the accountability of our ceo to the board of directors and strengthens the board's independence from management. in addition, separating these roles allows mr. housenbold to focus his efforts on running our business and managing the day-to-day company operations, while allowing our  cotb  to lead the board in its fundamental role of providing advice to and independent oversight of management.",0
1406,1126234,2015,"the company's board of directors is currently chaired by the ceo of the company, dr. charles link, jr. the board has also appointed dr. raffin as lead independent director. the company believes that combining the positions of ceo and board chair helps to ensure that the board and management act with a common purpose. in the company's view, combining the positions of ceo and board chair is appropriate for a development stage biopharmaceutical company in that it enhances the board's focus on the company's progress on scientific research, clinical trials and commercialization as inputs to developing and implementing strategy. the company believes that combining the positions of ceo and board chair provides a single, clear chain of command to execute the company's strategic initiatives and business plans related to drug development and commercialization. in addition, the company believes that a combined  ceo /board chair is well-positioned to act as a bridge between management and the board, facilitating the regular flow of information. the company also believes that it is advantageous to have a board chair with an extensive history with and knowledge of the company (as is the case with the company's  ceo ) as compared to a relatively less informed independent board chair at this stage in the company's development. the board appointed dr. raffin as the lead independent director to help reinforce the independence of the board as a whole. the position of lead independent director has been structured to serve as an effective balance to a combined  ceo /board chair: the lead independent director is empowered, among other duties and responsibilities, to develop together with the ceo the agenda for meetings of the board of directors, to develop together with committee chairs the agendas for meetings of committees, to preside over board meetings in the absence of the officers, and to oversee the board's annual evaluation of the company's  ceo 's performance.",1
1407,1126294,2011,"on december 3, 2010, in connection with the merger, the authorized size of our board was increased from five members to ten members and messrs. dallas, johnson, muller, murray and thacker, each a former member of the mirant board of directors, were elected to our board. the members of our board prior to the merger, ms. perez and messrs. barnett, jacobs, miller and silverstein, have continued as directors. on december 3, 2010, in connection with the merger, steven l. miller resigned as  cotb  and was appointed lead director and edward r. muller was appointed  cotb . all members of our board are non-management directors, except edward r. muller, who serves as our  cotb  and  ceo , and mark jacobs, who serves as our president and chief operating officer. the board periodically reviews its leadership structure and recognizes that the company's leadership requirements and board composition may change over time. the board thinks that the company and its stockholders are well-served by the board's current leadership structure. having one person serve as both  cotb  and ceo of the company provides clear leadership for the company, helps ensure accountability for the successes and failures of the company, facilitates information flow between management and the board, and fosters effective decision-making and alignment on corporate strategy. at the same time, having an independent lead director vested with key duties and responsibilities and four independent board committees chaired by independent directors provides a formal structure for strong independent oversight of the  cotb  and the rest of the company's management team. the board oversees all areas of major risk exposure for the company and is assisted in this role by the risk and finance oversight committee and the audit committee. the risk and finance oversight committee is provided with regular reports from management on our key business risks, and meets periodically with our chief risk officer and management to discuss specific risks and assess the effectiveness of our risk management systems. the audit committee is regularly provided with accounting, auditing and other financial information and internal control and ethics and compliance reports and meets periodically with our internal auditor, independent auditor, chief compliance officer and management to discuss such information. see summary of committee responsibilities. ",1
1408,1126328,2011,"the current board leadership structure is a combined position of chairman of the board and chief executive officer, larry d. zimpleman, and a presiding director, elizabeth e. tallett. betsy j. bernard is the alternate presiding director. on may 19, 2009, the board elected mr. zimpleman chairman of the board in addition to his position as ceo. the presiding director is selected by the other independent directors, and the position does not automatically rotate. the nominating and governance committee reviews the current assignments as presiding director and alternate presiding director annually. the board regularly reviews its leadership model and has a flexible approach on whether the positions of ceo and chairman should be split or combined. the decision is based on the tenure and experience of the ceo along with the broader economic and operating environment of the company. the presiding director and the chairman jointly make the decisions on the board's agenda for each regular quarterly meeting. the presiding director and chairman share the duties of presiding at each board meeting. the chairman presides when the board is meeting as a full board. the presiding director presides in the absence of the chairman and also presides during each executive session of independent directors (""executive sessions""), which generally occur both at the start and end of each regular board meeting. executive sessions were held in conjunction with each regularly scheduled board meeting during 2010, and all executive sessions were led by the presiding director. the presiding director plans the content and time devoted to the executive sessions and gives input and feedback to the ceo based on executive session discussions. the presiding director is responsible to take action and call a special board meeting if the chairman and ceo is unable to act for any reason. in the experience of the company, this more flexible and shared approach towards board leadership is preferable to a more proscriptive approach that either requires a combined chairman/ceo or a split of the positions of chairman and ceo. ",1
1409,1126328,2012,"the board currently has a combined position of chairman of the board and ceo, larry d. zimpleman, and a presiding director, elizabeth e. tallett. betsy j. bernard is the alternate presiding director. the presiding director is selected by the other independent directors, and the position does not automatically rotate. the nominating and governance committee reviews the assignments as presiding director and alternate presiding director annually. the board regularly reviews its leadership model and is flexible about whether the positions of ceo and chairman should be separate or combined. the decision is based on the tenure and experience of the ceo and the broader economic and operating environment of the company. in the company's experience, this is preferable to an approach that either requires or disallows a combined chairman/ceo. ",1
1410,1127703,2014,"our board of directors has determined that is in our best interest for mr. starnes to serve as our  cotb  and our  ceo . our board believes it is in our best interest to have one individual to lead our company and to establish its strategic goals and objectives under the supervision and direction of the board of directors. our board also believes that having mr. starnes serve as our  cotb  and ceo facilitates his ability to establish priorities for our board and management in achieving such goals and objectives. our corporate governance principles require our non-management directors to hold executive sessions at which neither management nor the  ceo , is present. the corporate governance principles further provide that the executive sessions of non-management directors are to be held on a regularly scheduled basis, not less frequently than two times each year, and that at least one of the executive sessions will be attended by independent directors only. in december 2011, we formally established the position of lead director to preside at each executive session. at the annual meeting in may 2013, the independent directors selected dr. flowers as the independent director to preside at the executive sessions. during 2013, our independent directors held an executive session after each quarterly board meeting. less than 1%. except as otherwise indicated, the persons named in the above table have sole voting power and investment power with respect to all shares of common stock shown as beneficially owned by them. the information as to beneficial ownership of common stock has been furnished by the respective persons listed in the above table. the information excludes restricted stock units and performance shares granted to executive officers. no executive officer holds unexercised stock options. includes 160 shares held for the account of mr. nabers in a retirement plan. includes 1,240 shares held for the account of ms. putallaz in an individual retirement account. includes 1,828 shares held for the account of mr. friedman in an individual retirement account and 346 shares held in an individual retirement account for mr. friedman's spouse. includes 2,640 shares beneficially held for the account of mr. thomas in proassurance's retirement plan. includes 4,665 shares beneficially held for the account of all executive officers and directors as a group in proassurance's retirement plan.",1
1411,1129155,2012, the company has had separate persons serving as its  cotb  and ceo since its inception in 2001. mr. randall rollins is our  cotb  and chairs our board meetings. mr. richard hubbell is our president and  ceo . we believe that it represents the appropriate structure for us at this time; the  cotb  provides general oversight and strategic planning for the company while the president focuses on optimizing operational efficiencies. many authorities on corporate governance are of the view that a company's principal executive officer should not also be  cotb  of its board and that it is best to keep board leadership separate from operational management.,0
1412,1129260,2014,"our board of directors does not have a policy on whether the roles of the  cotb  and ceo should be separate. our governance and nominating committee periodically considers the board's leadership structure and makes recommendations to the board on what it believes is appropriate. the board currently believes that it should maintain flexibility in determining the board leadership structure appropriate for the company. been led by robert j. zollars as the executive  cotb , with brent d. lang serving as the president, ceo and a director. this leadership structure reflects the board's determination that this structure best serves our company's needs at this time by allowing our executive  cotb  to lead our board of directors in its fundamental role of providing independent advice to and oversight of management and by allowing our ceo to focus on our day-to-day business and setting the strategic direction for our company. because mr. zollars is not independent, the board has maintained the position of lead independent director and has appointed mr. brian d. ascher to serve in that role. as lead independent director, mr. ascher, among other responsibilities, attends and chairs most of the regularly scheduled meetings at which only our independent directors are present, serves as a liaison between the ceo and executive  cotb  and the independent directors, and performs such additional duties as our board of directors may otherwise determine and delegate. our board of directors is primarily responsible for overseeing our risk management processes. our board exercises its risk oversight function both directly and indirectly through its various committees. our board, as a whole, determines the appropriate level of risk for our company, assesses the specific risks that we face and reviews management's strategies for adequately mitigating and managing the identified risks. our audit committee, governance and nominating committee and compensation committee support our board in discharging its risk oversight duties and address risks inherent in their respective areas. we believe this division of responsibilities is an effective approach for addressing the risks we face and that our board leadership structure supports this approach.",0
1413,1130310,2012,"the offices of chairman of the board and chief executive officer are currently separate and have been separate since the formation of the company as a new holding company in 2002. the board believes that the separation of the two roles provides, at present, the best balance of these important responsibilities with the chairman directing board operations and leading the board in its oversight of management, and the chief executive officer focusing on developing and implementing the company's board-approved strategic vision and managing its day-to-day business. the board believes that the independent board  cotb  helps provide an opportunity for the board members to provide more direct input to management in shaping the organization and strategy of the company and strengthening the board's independent oversight of management.",0
1414,1130310,2012,"the offices of chairman of the board and chief executive officer are currently separate and have been separate since the formation of the company as a new holding company in 2002. the board believes that the separation of the two roles provides, at present, the best balance of these important responsibilities with the chairman directing board operations and leading the board in its oversight of management, and the chief executive officer focusing on developing and implementing the company's board-approved strategic vision and managing its day-to-day business. the board believes that the independent board  cotb  helps provide an opportunity for the board members to provide more direct input to management in shaping the organization and strategy of the company and strengthening the board's independent oversight of management. ",0
1415,1130310,2012,"the offices of chairman of the board and chief executive officer are currently separate and have been separate since the formation of the company as a new holding company in 2002. the board believes that the separation of the two roles provides, at present, the best balance of these important responsibilities with the chairman directing board operations and leading the board in its oversight of management, and the chief executive officer focusing on developing and implementing the company's board-approved strategic vision and managing its day-to-day business. the board believes that the independent board  cotb  helps provide an opportunity for the board members to provide more direct input to management in shaping the organization and strategy of the company and strengthening the board's independent oversight of management.",0
1416,1130310,2014,"the offices of  cotb  and ceo are currently separate and have been separate since the formation of the company as a new holding company in 2002. the board believes that the separation of the two roles continues to provide, at present, the best balance of these important responsibilities with the  cotb  directing board operations and leading oversight of the ceo and management, and the ceo focusing on developing and implementing the company's board-approved strategic vision and managing its day-to-day business. the board believes that separating the offices of  cotb  and  ceo , coupled with regular executive sessions with only independent directors present, helps strengthen the board's independent oversight of management and provides an opportunity - 10 - for the board members to have more direct input to management in shaping the organization and strategy of the company.",0
1417,1130464,2012," as noted above, our board is currently comprised of eleven directors, nine of whom are independent. mr. emery has served as our  cotb  and ceo since 2005, and has been a member of our board since 2004. mr. emery provides strategic, operational, and technical expertise and context for the matters considered by our board. after considering alternative board leadership structures, our board chose to retain the ability to balance an independent board structure with the flexibility to appoint as  cotb  a ceo -director with knowledge of and experience in the operations of our company. at this time, our board believes that having a single person serve as  cotb  and ceo provides unified and responsible leadership for our company. our board annually appoints a presiding director. thomas j. zeller is our current presiding director and has served in this role since may 2010. the responsibilities of presiding director, as provided in the board's governance guidelines, are to chair executive sessions of the independent directors and communicate the board's annual evaluation of the ceo . the presiding director, together with the independent directors, establishes the agenda for executive sessions, which are held at each regular board meeting. the presiding director serves as a liaison between the independent members of the board and the ceo , and discusses, to the extent appropriate, matters raised by the independent directors in executive session. the presiding director also consults with the  cotb  regarding meeting agendas and presides over regular meetings of the board in the absence of the  cotb . this leadership structure provides consistent and effective oversight of our management and our company.mr. madison has more than 40 years of experience in various positions of increasing responsibility including president, director, vice president of operations and engineering, vice president of engineering and production and vice president of corporate services. his knowledge of all aspects of the electric utility business, combined with his position as president and ceo of a public company make him a valuable member of our board of directors. ",1
1418,1130713,2013,"patrick m. byrne serves as both our principal executive officer (subject to his temporary medical leave of absence announced february 12, 2013) and as  cotb . we do not have a lead independent director. at present the board consists of six directors; four of whom are independent. if the nominees are elected at the annual meeting, the board will consist of seven directors, four of whom will be independent. if mr. johnson is elected to the board, the board intends to appoint him executive vice  cotb . we believe that our leadership structure is appropriate for the following reasons. first, the small size of the board and the composition of the board permit and encourage each member to take an active role in all discussions, and each member does actively participate in all substantive discussions. second, as  ceo , dr. byrne is the director most familiar with our business and industry, and we believe that he is the director most capable of guiding our business, at both the strategic and operational levels. we believe that our current structure is serving the company well at this time. however, we previously separated the roles of  cotb  and ceo from october 2005 to july 2006, when john j. byrne served as  cotb , and patrick m. byrne served as  ceo , and we may do so again in the future. we separated the roles at the time because we believed that having john j. byrne serve as our  cotb  would be valuable to the company. we do not have any procedures for deciding when to separate these positions. set forth below is certain information regarding the nominees for election and all other directors of overstock whose term of office continues after the 2013 annual meeting.",1
1419,1131096,2016,"the board of directors believes that our board leadership structure a combined  cotb  and ceo , a lead director, and committees led by independent directors is the most appropriate for us at this time. jonathan bush serves as our ceo and  cotb . the board of directors believes that mr. bush is the director most capable of identifying strategic priorities, leading critical discussions, and executing our strategy and business plans and, therefore, he is best suited to serve as  cotb . in addition to the extensive knowledge of the challenges we face possessed by mr. bush and his years of experience guiding athenahealth through rapid growth, the independent directors bring their own significant outside experiences, oversight, and expertise. the board of directors elects a lead director to preside as chair of the executive sessions of the independent directors, in addition to performing the following responsibilities: assist the  cotb  in developing agendas for board of directors meetings and provide input for committee agendas; develop agendas and chair executive sessions of the independent directors; call special meetings of the independent directors; brief the  cotb  and our secretary on issues discussed during the independent directors executive sessions; facilitate discussion among independent directors on key issues and concerns outside of board of directors meetings; communicate independent directors concerns to the board of directors; interview director nominee candidates and make recommendations to the nominating and corporate governance committee; be available for consultation and direct communications with shareholders, regulators, and other third parties; and be available for additional responsibilities from time to time as determined by the board of directors.",1
1420,1131227,2014,"the board has determined that ms. patricia b. melcher and messrs. bruce w. hunt, kevin o. meyers, john t. rynd, steven w. krablin, bernie w. stewart and nicholas l. swyka, jr. are independent for purposes of section 303a of the new york stock exchange ( nyse ) listed company manual. the board based its determinations of independence primarily on a review of the responses our directors provided to questions regarding employment and compensation history, affiliations and family and other relationships. no material relationships between the company and any independent directors were discerned.our board of directors is comprised of nine members, including the  cotb , divided into three classes as described under term of directors above. other than mr. todd hornbeck, who serves as our president, ceo and  cotb , there are no other members of the company's management that serve on the board. seven of the nine board members are independent as contemplated under commission and nyse requirements. we have three committees of the board audit, compensation and nominating/corporate governance that are comprised solely of independent directors, including their chairs. the board may also establish other committees from time to time as necessary to facilitate the management of the business and affairs of the company and to comply with the corporate governance rules of the nyse. the company has a lead independent director who chairs and oversees the executive sessions of the non-management directors (generally meeting at least quarterly) and independent directors (meeting at least annually). of the eight non-management members of the board, six have served as executive officers of public companies (two of whom are currently serving or have served in the combined positions of  cotb  and  ceo ). all of our non-management directors, including the seven independent directors, have significant experience with board processes, and specifically their role and responsibilities in oversight on behalf of the company's stockholders. for additional information regarding our directors backgrounds, see term of directors above. the existence and leadership of our lead independent director, the committee chairs and the committee members, all being independent directors, and the seven to two independent majority of the board provides for substantial independent oversight of the company. ",1
1421,1131457,2012,"scott w. griffith (7) mark d. norman (8) edward g. goldfinger (9) robert j. weisberg (10) stephen m. case (6) donn davis edward p. gilligan (11) william w. helman (5) robert c. kagle (12) john f. kenny, jr. (13) john j. mahoney, jr. (14) jill c. preotle margaret whitman (15) our board of directors believes that mr. griffith's service as  cotb  of our board and ceo is in the best interests of zipcar and our stockholders. as our ceo and a director since 2003, mr. griffith has been an integral part of the leadership of our board and company since its early stages, and he is the director most familiar with our business, industry and the challenges facing our company. our board believes that mr. griffith is best situated to ensure that the board's attention and efforts are focused on the most critical matters. mr. griffith's combined role ensures clear accountability, enables decisive leadership and enhances our ability to communicate our message and strategy clearly and consistently to our stockholders, employees and members. as our board has determined that each of the members of our board other than mr. griffith is independent, our board believes that the independent directors provide effective oversight of management. additionally, in july 2010, our board established the position of lead independent director, and the independent members of our board elected mr. helman as lead independent director. the lead independent director chairs meetings of our independent directors, facilitates communications between the  cotb  of our board and other directors, works with the  cotb  of our board in preparing agendas for each board meeting and consults with the  cotb  of our board on matters relating to corporate governance and board performance. our board believes that its leadership structure is appropriate because it strikes an effective balance between strategy development and independent leadership and management oversight in the board process.",1
1422,1131554,2011," compensation committee oversees the risks associated with our compensation practices, including an annual review of our risks assessment of our compensation policies and practices for our employees, and its audit committee reviews annually the audit plan of management audit, our information technology risks and mitigation strategies, the tax function and treasury operations. our board also believe its oversight of risk is enhanced by the current leadership structure discussed above because our  ceo , who is ultimately responsible for our management of risk, also chairs regular board meetings, and with his in-depth knowledge and understanding of the company, is best able to bring key business issues and risks to our board's attention. our board gives careful consideration to separating the roles of  cotb  and ceo and has determined that the company and its stockholders are best served by having mr. waldis, one of the company's founders, serve as both  cotb  and  ceo . mr. waldis combined role as  cotb  and ceo promotes unified leadership and direction for the board and executive management and it allows for a single, clear focus for the chain of command to execute our company's strategic initiatives and business plans. as the individual with primary responsibility for managing the company's ",1
1423,1133260,2012,"the company's corporate governance guidelines set forth the following concerning the structure of the board of directors and directors in general: the board of directors determines the number of directors to serve thereon and will periodically review the board's size and will make adjustments when deemed appropriate. a majority of the directors must be independent, under nasdaq listing standards and under applicable laws and regulations. it is the goal and present practice of the board of directors that at least 75% of the directors be independent. only independent, non-employee directors can serve on the audit committee, the corporate governance and nominating committee and the compensation committee. executive sessions will be held at each in person meeting of the board. directors are elected to serve a three year term. directors are expected to attend regularly scheduled board and committee meetings and to use their best efforts to attend non-regularly scheduled board and committee meetings. the board has flexibility under the corporate governance guidelines to select an appropriate leadership structure. at present, the board believes that it is preferable for one of its independent, non-employee members to serve as  cotb . the board further believes this structure is appropriate given that the board views the ceo as having the day-to-day responsibility to run the company, while the board  cotb  has the responsibility to run the board. the non-employee directors appoint the non-executive  cotb . this  cotb / ceo  separation is believed to help ensure, and strengthen, the overall independent role of the non-employee directors. the duties of the  cotb  are to: preside at board meetings. preside at executive sessions or other meetings of the non-management directors. recommend the retention of consultants, legal, financial, or other professional advisors who are to report directly to the board. consult with management as to the agenda items for board and committee meetings. coordinate with committee chairs in the development and recommendations regarding board and committee meeting schedules. the board believes its leadership structure not only provides for strong independent leadership, but also is in the best interest of the company's stockholders given that it effectively positions the ceo as the company's leader and will permit him to focus his entire energies on daily managing the overall business operations. the board acknowledges that its approach to leadership structure may evolve over time. consequently, the board intends to periodically re-examine its corporate governance policies and leadership structure to ensure that they continue to meet the company's needs and objectives.",0
1424,1133416,2010,"board leadership structure the board believes that the company's executive cotb is best situated to serve as cotb because he is the director who was a co-founder and is very familiar with the company's business and industry, and capable of effectively identifying sources of capital as well as strategic priorities. independent directors and management have different perspectives and roles in strategy development. the company's independent directors bring experience, oversight and expertise from outside the company and industry. the CEO brings company-specific experience and expertise. the board believes that the separate roles of the executive cotb and CEO promotes strategy development and execution, and facilitates information flow between management and the board, which are essential to effective governance. one of the key responsibilities of the board is to develop strategic direction and hold management accountable for the execution of strategy once it is developed. the board believes the separate roles of the executive cotb and the CEO is in the best interest of stockholders because it provides the appropriate balance between strategy development and independent oversight of management. ",1
1425,1133421,2012,"our bylaws establish the position of chairperson of the board. the chairperson of the board will generally be either an independent director or the chief executive officer. prior to july 19, 2011, mr. coleman served as the non-executive chairman of the board of directors. on july 19, 2011, mr. bush, our chief executive officer and president, was elected by the board of directors to serve as its chairman, and mr. coleman was designated as lead independent director. the board of directors believes that it is in the best interests of the company and our shareholders to have flexibility in determining the most effective leadership structure to serve the interests of the company and our shareholders. our governance committee and our board of directors considered a number of factors to determine who should serve as chairperson of the board, including the experience and management responsibilities that mr. bush has as both chief executive officer and president, the current environment, and what will best serve the interests of the company and our shareholders at this time. the board concluded that having the ceo also serve as chairman best positions the company to be innovative, compete successfully and advance shareholder interests. as discussed further below, the board's designation of a lead independent director demonstrates its continuing commitment to strong corporate governance and board independence. ",1
1426,1135152,2012,"our board of directors has determined that a leadership structure consisting of a combined principal executive officer and chairman of our board, together with a strong lead independent director who chairs the non-management sessions of the board is the most appropriate structure for the company. our board believes that combining the principal executive officer and chairman positions is currently the most effective leadership structure for our company given mr. gremp's in-depth knowledge of our company's business and industry, his ability to formulate and implement strategic initiatives and his extensive contact with, and knowledge of, the industry. as ceo, mr. gremp bears the primary responsibility for managing our day-to-day business, and our board believes that he is the person who is best suited to chair board meetings and ensure that key business issues and stockholder interests are brought to the attention of our board. by combining the positions of chairman and principal executive officer, the board gains valuable perspective that combines the operating experience of a member of management with the oversight focus of a member of the board; and by maintaining a lead independent director, as discussed below, the board can provide strong independent risk oversight. in addition, our board believes that this structure facilitates communications between the board, its committees and management, creates the most efficient and productive relationship between the board's strategic role and management's control of daily operations, utilizes mr. gremp's knowledge of the company's business and the industry to the company's benefit and provides an effective balance for the management of our company in the best interests of our stockholders. ",1
1427,1135185,2014,"each nominee has consented to be named as a nominee for election as a director and has agreed to serve if elected. except as otherwise described below, if any of the nominees is not available for election at the time of the annual meeting, discretionary authority will be exercised to vote for substitutes designated by our board of directors, unless the board chooses to reduce further the number of directors. management is not aware of any circumstances that would render any nominee unavailable. at the annual meeting, directors will be elected to hold office until the 2014 annual meeting or until their successors are elected and qualified, as provided in our by-laws. the board believes that each of the nominees listed brings strong skills and experience to the board, giving the board as a group the appropriate skills to exercise its responsibilities. pursuant to our corporate governance principles and our by-laws, the board of directors determines the best leadership structure for the company. the board has no policy with respect to the separation of the offices of  cotb  and  ceo . the board believes that this issue is part of the succession planning process and that it is in the best interest of the company and its stockholders for the board to make a determination regarding this matter each time it elects a new  ceo . ",0
1428,1135906,2011,"mr. haydu, an independent member of our board of directors, has served as its  cotb  since february 2009. the independent members of the board of directors have periodically reviewed the board's leadership structure and have determined that zalicus and our stockholders are well served with this structure because of the role played by the  cotb . the  cotb  provides leadership to the board of directors and works with the board of directors to define its activities and the calendar for fulfillment of its responsibilities. the  cotb  approves the meeting agendas after input from the board of directors and management, facilitates communication among directors and presides at meetings of our board of directors and stockholders. the  cotb  also presides over meetings of the independent directors. the  cotb , the  cotb  of the corporate governance and nominating committee, the ceo and other members of the board of directors work together to provide oversight of zalicus's management and affairs. mr. haydu, as the  cotb , and dr. hunter, as the  cotb  of the corporate governance and nominating committee, have together overseen the maintenance and improvement of governance practices that require and support high levels of performance by members of the board of directors. mr. haydu's leadership encourages open discussion and deliberation, with a thoughtful evaluation of risk, to support the board's decision-making. mr. haydu's leadership also encourages communication among the directors, and between management and the board of directors, to facilitate productive working relationships. under mr. haydu's guidance, the board of directors also ensures an appropriate balance and focus among key board responsibilities such as strategic development, review of operations, risk oversight and management succession planning.",0
1429,1135971,2010,"mr. rigby serves as president and chief executive officer of the company and is also chairman of the board of directors. under the company's corporate governance guidelines, if the person elected chairman of the board is not an independent director as defined in the corporate governance guidelines, then the independent directors will, upon the recommendation of the corporate governance/nominating committee, also annually elect an independent director to serve as the lead independent director. mr. nussdorf currently serves as lead independent director. the purpose of the lead independent director is to facilitate communication among the independent directors, the board and management. the lead independent director has the following responsibilities: (i) chairs executive sessions of the board's non- management directors and has authority to call meetings of the non- management directors; (ii) determines the agenda for the executive sessions of the directors, and participates with the chairman of the board in establishing the agenda for board meetings; (iii) presides at board meetings when the chairman of the board is not present; (iv) coordinates feedback to the chief executive officer and other members of management; (v) in consultation with the chairman of the board, consistent with board policy, recommends to the corporate governance/nominating committee proposed committee assignments and  cotb ships to be adopted at the annual organizational meeting of board, subject to the approval of the board; (vi) oversees the development of appropriate responses to communications from shareholders and other interested persons addressed to the non- management directors as a group; (vii) on behalf of the nonmanagement directors, retains such counsel or other advisors as they deem appropriate in the conduct of their duties and responsibilities; and (viii) performs such other duties as the board deems appropriate. in 2008, the board examined the issue of separating the chairman and chief executive officer roles, and for the following reasons concluded that it was preferable for the company to continue combining those roles and annually elect a lead independent director: (i) there was no firm evidence that financial performance would be improved by splitting the roles; (ii) the board was concerned that dividing the roles may weaken the company's ability to develop and implement strategy; (iii) as a matter of good governance, the company already has measures in place to strengthen the board's independence (for example, at each board meeting, time is set aside for the directors to meet in executive session without any management director or other management personnel present); and (iv) the board recognized that regulations were moving (and continue to move) toward increased oversight by independent boards of directors so that the potential benefits of splitting the roles can be achieved in other ways. the independent directors will examine this issue again, however, if and when changing circumstances warrant further analysis",1
1430,1135971,2011,"mr. rigby serves as president and chief executive officer of the company and is also chairman of the board of directors. under the company's corporate governance guidelines, if the person elected chairman of the board is not an independent director as defined in the corporate governance guidelines, then the independent directors will, upon the recommendation of the corporate governance/nominating committee, also annually elect an independent director to serve as the lead independent director. mr. nussdorf currently serves as lead independent director. the purpose of the lead independent director is to facilitate communication among the independent directors, the board and management. the lead independent director has the following responsibilities: (i) chairs executive sessions of the board's non-management directors and has authority to call meetings of the non-management directors; (ii) determines the agenda for the executive sessions of the directors, and participates with the chairman of the board in establishing the agenda for board meetings; (iii) presides at board meetings when the chairman of the board is not present; (iv) coordinates feedback to the chief executive officer and other members of management; (v) in consultation with the chairman of the board, consistent with board policy, recommends to the corporate governance/nominating committee proposed committee assignments and  cotb ships to be adopted at the annual organizational meeting of the board, subject to the approval of the board; (vi) oversees the development of appropriate responses to communications from shareholders and other interested persons addressed to the non-management directors as a group; (vii) on behalf of the non-management directors, retains such counsel or other advisors as they deem appropriate in the conduct of their duties and responsibilities; and (viii) performs such other duties as the board deems appropriate. in 2009, when mr. rigby was elected chairman of the company, the board examined the issue of separating the chairman and chief executive officer roles and concluded that it was preferable for the company to continue combining the roles and continue electing a lead independent director annually. in december 2010, the board again examined the issue of separating the chairman and chief executive officer roles and for the following reasons reached the same conclusion: (i) there was no firm evidence that financial performance would be improved by splitting the roles; (ii) the board was concerned that dividing the roles may weaken the company's ability to develop and implement strategy; (iii) as a matter of good governance, the company already has measures in place to strengthen the board's independence (for example, at each board meeting, time is set aside for the directors to meet in executive session without any management director or other management personnel present); and (iv) the board recognized that regulations were moving (and continue to move) toward increased oversight by independent boards of directors so that the potential benefits of splitting the roles can be achieved in other ways. the independent directors will examine this issue again, however, if and when changing circumstances warrant further analysis. ",1
1431,1136294,2015,"the board of directors takes a flexible approach to the issue of whether the offices of  cotb  and ceo should be separated or combined. this approach allows the board to regularly evaluate whether it is in the best interests of the company for the ceo or another director to hold the position of  cotb . currently, the company has separated the position of  cotb  and ceo since the company emerged from bankruptcy in january 2008. we believe that this is the appropriate leadership structure, as it permits our  ceo , mr. keller, to focus his attention on running the business and developing corporate strategy, while our  cotb , mr. macaluso, provides independent leadership to the board of directors in performing its advisory, governance and oversight functions. ",0
1432,1136869,2010,"our board is led by a non- executive chairman of the board selected from among the independent directors. until 2007, the positions of  cotb  and ceo of our company were held by the same person. the board separated this combined role into two roles - a chairman who would be responsible for board leadership and a ceo who is responsible for leading the management, operations and employees of our company - when it promoted david c. dvorak to his current positions as our president and chief executive officer in 2007. later that year, the board appointed john l. mcgoldrick as non- executive chairman. mr. mcgoldrick continues to hold this position. the board believes that this leadership structure allows the board to function efficiently and effectively and that it continues to be appropriate. however, the board evaluates its leadership structure on an ongoing basis and may change it as circumstances warrant",0
1433,1136869,2011,"our board is led by a non-executive chairman of the board selected from among the independent directors. until 2007, the positions of  cotb  and ceo of our company were held by the same person. the board separated this combined role into two roles a chairman who would be responsible for board leadership and a ceo who is responsible for leading the management, operations and employees of our company when it promoted david c. dvorak to his current positions as our president and chief executive officer in 2007. later that year, the board appointed john l. mcgoldrick as non-executive chairman. mr. mcgoldrick continues to hold this position. the board believes that this leadership structure allows the board to function efficiently and effectively and that it continues to be appropriate. however, the board evaluates its leadership structure on an ongoing basis and may change it as circumstances warrant. the board is not opposed in concept to combining these roles as it has done in the past. the board selects the non-executive chairman of the board in accordance with our restated by-laws and upon the criteria that the board deems appropriate. the non-executive chairman of the board has the following duties and responsibilities: presiding at meetings of the board and stockholders; approving the agendas for meetings of the full board, as prepared by the ceo; presiding at meetings of the non-management directors; coordinating the activities of the non-management directors; and serving as the liaison between the ceo and the rest of the board. if the positions of chairman of the board and ceo are combined in the future, the board will designate one of the non-management directors as lead independent director. the lead independent director would have all of the duties and responsibilities of the current non-executive chairman of the board, except for the duty to preside at meetings of the board and stockholders. ",0
1434,1136893,2011,"we separate the positions of ceo and chairman of the board in recognition of the differences between the two roles. in october 2009, our board of directors adopted a charter of lead independent director and appointed one of our independent directors, richard n. massey, as the lead director. the responsibilities of the lead director are to: preside at meetings of the board of directors in the absence of, or upon the request of, the chairman; call and preside over all executive meetings of non-employee directors and independent directors and report to the board, as appropriate, concerning such meetings; review board meeting agendas and schedules in collaboration with the chairman and recommend matters for the board to consider and information to be provided to the board; serve as a liaison and supplemental channel of communication between non-employee/independent directors and the chairman without inhibiting direct communications between the chairman and other directors; serve as the principal liaison for consultation and communication between the non-employee/independent directors and shareholders; advise the chairman concerning the retention of advisors and consultants who report directly to the board; and be available to major shareholders for consultation and direct communication. the board considers it to be useful and appropriate to designate a lead director to serve in a lead capacity to coordinate the activities of the other non-employee directors and to perform such other duties and responsibilities as the board may determine. ",0
1435,1136893,2012,"prior to march 30, 2012, we separated the positions of ceo and chairman of the board. on march 30, 2012, our board of directors determined that it was desirable to make our chief executive officer, frank r. martire, the chairman of our board of directors. in these roles, mr. martire has general charge, supervision, and control of the business and affairs of the company, and is responsible generally for assuring that policy decisions of the board are implemented as adopted. as the chairman of the board, mr. martire will provide leadership to the board and work with the board to define its structure and activities in the fulfillment of its responsibilities. our board believes this board leadership structure is appropriate for the company, in that the combined role of chairman of the board and chief executive officer promotes unified leadership and direction, allowing for a single, clear focus for management to execute the company's strategy and business plan while contributing to a more efficient and effective board. in making the decision to appoint mr. martire the chairman, the board also considered the company's strong performance under mr. martire. further, the board considered mr. foley's willingness to continue to serve the board as its vice chairman, and provide the valuable counsel and insights that come from his extensive experience and his role as the driving force behind the overall development of the company over the last decade. finally, the board considered the fact that fis has a strong lead independent director, as discussed below. ",1
1436,1137774,2010,"currently, our board leadership structure consists of a chairman (who is also chief executive officer), a lead independent director, who is elected by the independent directors, and strong committee chairs. at this time, the board believes that the company is best served by having the same individual as both chairman of the board and chief executive officer, but considers the continued appropriateness of this structure at least annually. the board believes that strong, independent board leadership is a critical aspect of effective corporate governance. accordingly, our corporate governance principles require that the independent directors annually elect an independent director to serve as lead independent director for a term of at least one year, but no more than three years. the charter for the lead independent director can be found at www.investor.prudential.com. jon f. hanson, who also serves as chairman of the executive, investment and finance committees, was elected in may 2009 as lead independent director by the independent directors. the lead independent director's responsibilities include: preside at all meetings of the board at which the chairman is not present, including executive sessions of the independent directors. be authorized to call meetings of the independent directors. serve as principal liaison on board- wide issues between the independent directors and the chairman. approve the quality, quantity, appropriateness and timeliness of information sent to the board as well as approving meeting agenda items. facilitate the board's approval of the number and frequency of board meetings, as well as meeting schedules to assure that there is sufficient time for discussion of all agenda items. be authorized to retain outside advisors and consultants who report directly to the board of directors on board- wide issues. ensure that he/she be available, if requested by shareholders, when appropriate, for consultation and direct communication. the board believes that its current governance structure provides independent board leadership and engagement while providing the benefit of having our ceo, the individual with primary responsibility for managing the company's day- to- day operations, chair regular board meetings as we discuss key business and strategic issues. coupled with a lead independent director, this structure provides strong independent oversight of management.",1
1437,1137774,2011,"currently, our board leadership structure consists of a chairman (who is also our ceo), a lead independent director, who is elected by the independent directors, and strong committee chairs. the board believes this structure provides independent board leadership and engagement while providing the benefit of having our ceo, the individual with primary responsibility for managing the company's day-to-day operations, chair regular board meetings as we discuss key business and strategic issues. coupled with a lead independent director, this structure provides strong independent oversight of management. at this time, the board believes that the company is best served by having the same individual as both chairman of the board and ceo, but considers the continued appropriateness of this structure at least annually. the board believes that strong, independent board leadership is a critical aspect of effective corporate governance. accordingly, our corporate governance principles require that the independent directors annually elect an independent director to serve as lead independent director for a term of at least one year, but no more than three years. the charter for the lead independent director can be found at www.prudential.com/governance. the lead independent director's responsibilities include: chair all meetings of the board at which the chairman is not present, including executive sessions of the independent directors. authorized to call meetings of the independent directors. serve as principal liaison on board-wide issues between the independent directors and the chairman. approve the quality, quantity, appropriateness and timeliness of information sent to the board as well as approving meeting agenda items. facilitate the board's approval of the number and frequency of board meetings, as well as meeting schedules to assure that there is sufficient time for discussion of all agenda items. authorized to retain outside advisors and consultants who report directly to the board of directors on board issues. be available, if requested by shareholders, when appropriate, for consultation and direct communication. ",1
1438,1137861,2011,"our board of directors has chosen to separate the ceo and board  cotb  positions. our board of directors is led by a  cotb , david d. stevens, who was independent until april 4, 2011. we believe that this leadership structure enhanced the accountability of the ceo to our board of directors and strengthened our board of directors independence from management. effective april 4, 2011, gary d. henley resigned as president and ceo and a member of our board of directors. in response, our board of directors elected david d. stevens as  ceo . our board of directors expects mr. stevens to serve as ceo on an interim basis only until a new president and ceo is chosen. mr. stevens is not a candidate in our board of directors ceo search and succession process. upon the selection of a new president and  ceo , we expect to again separate the ceo and board  cotb  positions. each proxy solicited on behalf of our board of directors will be voted",1
1439,1138118,2010,"we have separated the roles of chief executive officer and chairman of the board since 2001 in recognition of the differences between the two roles. the chief executive officer is responsible for setting the strategic direction and the day-to-day leadership and performance of the company, while the chairman provides guidance to the chief executive officer, sets the agenda for board meetings and presides over meetings of the full board. ",0
1440,1138400,2011,"the company's board of directors elects the company's ceo and its  cotb , and each of these positions may be held by the same person or may be held by two people. the company's board of directors has determined that it is currently in the best interest of the company and its stockholders to separate the roles of  cotb  and  ceo . the  cotb 's primary responsibilities are to manage the board and serve as the primary liaison between the board of directors and the  ceo , while the primary responsibility of the ceo is to manage the day-to-day affairs of the company, taking into account the policies and directions of the company's board of directors. such an arrangement promotes more open and robust communication among the board, and provides an efficient decision making process with proper independent oversight. the company believes, however, that there is no single leadership structure that is the best and most effective in all circumstances and at all times. accordingly, the board of directors retains the authority to later combine these roles if doing so would be in the best interest of the company and its stockholders. the company's board of directors has three standing committees, including an audit committee, a compensation committee and a nominating and governance committee, and from time to time may appoint special committees as it deems appropriate. these committees assist the company's board of directors in discharging its responsibilities. biographical information for each person currently serving as a class i, class ii or class iii director is set forth below. such information includes disclosure regarding the person's service as a director, business experience, director positions for companies held currently or at any time during the last five years, information regarding involvement in certain legal or administrative proceedings, if applicable, and the experiences, qualifications, attributes or skills that caused the nominating and governance committee and the company's board of directors to determine that the person should serve as a director for the company.",0
1441,1138817,2010,"first security does not have a formal policy regarding the separation of the roles of CEO and cotb , as the board believes it is in the best interests of first security to make that determination from time-to-time based on the position and direction of first security and the membership of the board. the board has determined that having first security's president and CEO , mr. holley, serve as cotb is in the best interest of first security's shareholders at this time. mr. holley is responsible for first security's day-to-day operations and implementing first security's strategy. given these responsibilities, the fact that first security's performance represents a significant portion of the discussion at board meetings, the current position and direction of first security and the membership of the board, the board of directors believes that it is currently appropriate for mr. holley to chair board meetings and serve as first security's cotb . this structure makes the best use of mr. holley's extensive knowledge of first security and the banking industry generally, as well as fostering greater communication between management and the board. however, the board also recognizes the value in outside oversight of management, noting that mr. holley is the only non-independent director on first security's board of directors. in addition, on march 24, 2010, the board formally elected director randall l. gibson as lead independent director. at the end of each board meeting, the lead independent director is entitled to call an executive session for further discussion of matters amongst the independent directors. the board of directors role in the risk management process is to oversee and monitor first security's risk management processes. the board outlines our risk principles and management framework and it sets high level strategy and risk tolerances, including the creation of internal controls and safeguards relating to credit, interest rate, operational, transaction, legal, and reputation risks. upon her may 2009 appointment as senior vice president and chief risk officer, denise cobb gained chief responsibility for the oversight of our risk profile, and reports directly to mr. holley, our president & CEO . ms. cobb was elevated to executive officer status by the board on february 24, 2010, emphasizing the bank's commitment to managing risks, and on may 14, 2010 was promoted to executive vice president. in addition, the board of directors has created several standing and ad hoc committees to provide regular oversight of various aspects of first security's risk and the members of our management team responsible for that segment of first security's operations. the board believes that the overlapping oversight responsibilities of the committees provides a more thorough and consistent review of our risk profile. our asset/liability committee reviews treasury and liquidity management and first security's interest rate risk. the asset quality and loan committees share responsibility for reviewing first security's credit administration function, including our special assets department, with input from first security's risk management and loan review functions. the audit/corporate governance committee reviews first security's corporate governance, accounting functions, internal audit and loan review functions. our trust committee focuses on our trust management department. the compensation committee provides the closest and most thorough review of our executive management and their ongoing operation of first security. finally, the compliance committee provides direct oversight of first security's regulatory compliance and has been tasked with overseeing management's implementation of changes designed to improve the condition and profitability of first security. in total, the board of directors plays an active and essential role in the company's management of its risk profile.",0
1442,1140536,2012,"our corporate governance guidelines provide that the roles of board  cotb  and ceo may be filled by the same or different individuals, which provides the board the flexibility to determine whether these roles should be combined or separated based on the company's circumstances and needs at any given time. the roles of  cotb  and ceo of the company are currently held by the same person, joseph j. plumeri. the board believes that the company and its shareholders are best served by having mr. plumeri serve in both positions. mr. plumeri is most familiar with our business and the challenges the company faces in the current environment, and his experience and expertise make him best suited to set agendas for the board and committee meetings in consultation with the presiding independent director and lead discussions of strategic matters affecting the company at this time. moreover, this structure enables mr. plumeri to act as a bridge between management and the board, and helps to promote unified leadership and direction. as noted above, the members and chairs of each of our board committees are independent based on our governance standards and those of the sec and nyse. as a result, independent directors directly oversee such critical matters as the compensation policy for our executive officers, our corporate governance guidelines, and the integrity of our financial statements and internal controls over financial reporting. in addition, the independent and non-management directors appointed a presiding independent director in february 2011, electing william w. bradley to serve in this position for a one-year term, and enumerated specific responsibilities of the presiding independent director. william w. bradley was re-appointed to the position in february 2012.",1
1443,1141391,2011," the company has an independent non-executive  cotb . the role of the  cotb  is to provide governance and leadership to the board of directors, including helping to organize the work of the board of directors and ensuring that its members have information to effectively carry out their responsibilities. specifically, the  cotb 's responsibilities include, among others things: presiding over meetings of the board of directors and executive sessions of non-management and independent directors; overseeing the adequacy of information available to directors; coordinating feedback regarding issues discussed in executive session as well as performance to the  ceo ; facilitating effective communication between the board of directors and our stockholders, including, among other things, by presiding over the annual meeting, and any special meetings, of stockholders; working with the ceo and corporate secretary to facilitate clear communications by and between directors from different regions and representing different classes of stockholders; and providing advice and counsel to the  ceo . the board of directors does not have a specific policy regarding the separation of the roles of  cotb  and  ceo , as it believes it is in the best interests of the company to make that determination based on the position and direction of the company and the membership of the board of directors. the company has had a non-executive  cotb  since its ipo in may 2006, and the board of directors believes having separate ceo and  cotb  positions, and having an independent director serve as  cotb , continues to be the appropriate leadership structure for the company at this time. this structure enables the ceo to focus on operation of the company's business, while the independent  cotb  focuses on leading the board in its responsibilities of acting in the best interests of the company and its stockholders. the board believes that the company's current leadership structure does not affect the board's role in risk oversight of the company.",0
1444,1141391,2012,"the board of directors does not have a specific policy regarding the separation of the roles of chairperson and chief executive officer, as it believes it is in the best interests of the company to make that determination based on the position and direction of the company and the membership of the board of directors. the company has had a non-executive chairperson since its ipo in may 2006, and the board of directors believes having separate chief executive officer and chairperson positions, and having an independent director serve as chairperson, continues to be the appropriate leadership structure for the company at this time. this structure enables the chief executive officer to focus on operation of the company's business, while the independent chairperson focuses on leading the board in its responsibilities of acting in the best interests of the company and its stockholders. the board believes that the company's current leadership structure does not affect the board's role in risk oversight of the company. ",0
1445,1141982,2011,"cooper uses a traditional u.s. board leadership structure, under which our ceo ( ceo ) also serves as  cotb  of our board of directors. we believe that having a combined  cotb / ceo  , independent directors with strong leadership experience, an independent presiding non-management director who serves as our lead director, and independent board committees provides the right form of leadership for our company. we also believe that this structure provides effective oversight of the risk management function by allocating responsibility for overseeing risk management among the full board and its key committees. our current ceo and  cotb , mr. hachigian, has a deep understanding of cooper and each of its component businesses including manufacturing, business processes, domestic and international markets, distribution channels and talent development. mr. hachigian has extensive manufacturing/operations experience. he joined cooper in 2001 as executive vice president responsible for cooper's five electrical divisions, which represented over 50% of the company's revenues. in 2003 he was appointed chief operating officer and in 2004 he was named president and joined cooper's board of directors. in 2005 he was appointed ceo and became  cotb  in 2006. mr. hachigian has worked in the electrical industry throughout his career. his experience also includes a strategic role at bain & company; sales, marketing and general management positions at oak industries; and eight years in key management roles at general electric. while at general electric, he spent two years in mexico and three years in asia. he currently serves on the boards of paccar inc., the houston branch of the federal reserve bank of dallas, the national electrical manufacturers association and the national association of manufacturers and is a member of the business roundtable. the board believes that having mr. hachigian serve as both ceo and  cotb  and mr. gerald smith serving as lead director provides the most effective leadership structure for the company at the present time, because of mr. hachigian's deep understanding of cooper's business, his leadership abilities, his industry knowledge, his strategic insights, and his ability to leverage the experience and perspectives of the independent directors. the board believes that cooper and its shareholders have been well served by this leadership structure. cooper's total shareholder returns including dividends have exceeded the performance of the s&p 500 and the average return for cooper's 15-company peer group over one-, two-, three-, four-, five-, and ten-year time periods. the strong leadership experience of our independent directors supports effective leadership of cooper's board. of the eight independent directors currently serving on our board, five are currently serving or have served as ceo and  cotb  (or vice  cotb ) of other public companies. of our three independent directors who have not served as a ceo of a public company, one director served as  cotb  and ceo of a leading global accounting firm and one was founder and is  cotb  and ceo of an investment management firm. accordingly, our independent directors have strong leadership experience and are familiar with board processes. the board, through its key committees, which consist of all independent directors, oversees the company's financial reporting, corporate governance and executive compensation. the board also reviews and approves the budget, capital structure including dividend policy and share repurchase programs, and corporate strategy including significant merger and acquisition transactions. as part of the strategic planning process, the board reviews annual strategy presentations by each of the company's seven divisions and visits cooper operating sites. cooper has a strong corporate governance structure that ensures independent discussion, evaluation of, and communication with and access to, senior management. all of our key standing committees are composed solely of independent directors, which provides independent oversight of management. also, our corporate governance principles provide that our independent directors will meet in executive session at each board meeting. our corporate governance principles also require the appointment of an independent director to serve as our lead or presiding non-management director. the responsibilities of the presiding non-management director include the following: election of directors",1
1446,1142417,2015,"the board of directors believes that the selection of pricewaterhousecoopers llp as the independent registered public accounting firm for the year ending december 31, 2014 is in the best interests of the company and its stockholders and therefore recommends that the stockholders vote for this proposal. our board of directors has the responsibility for selecting the appropriate leadership structure for the company. in making leadership structure determinations, the board of directors considers many factors, including the specific needs of the business and the best interests of the company's stockholders. our current leadership structure is comprised of a combined  cotb  and ceo and board committees comprised of independent directors. although the board of directors does not currently have a formal policy, the board of directors believes that mr. sook's service in this combined role is in the best interest of both the company and its stockholders. mr. sook has a vast knowledge of television broadcasting and is seen as a leader in this industry. he understands the issues facing the company and serving in this dual role he is able to effectively focus the board of director's attention on these matters. in his combined capacity, he can speak clearly with one voice in addressing the company's various stakeholders such as customers, suppliers, employees and the investing public.",1
1447,1142596,2012,"the position of  cotb  and ceo of the company has been combined and the company does not appoint a lead independent director. the board believes that mr. lukianov's service as both  cotb  and ceo , is in the best interest of the company and its stockholders. mr. lukianov possesses detailed and in-depth knowledge of the issues, opportunities and challenges facing the company and its businesses and is thus best positioned to develop agendas that ensure that the board's time and attention are focused on the most critical matters. although the company believes that the combination of the  cotb  and ceo roles is appropriate at this time based upon the current circumstances, the company's corporate governance guidelines does not establish this approach as a policy. his combined role enables decisive leadership, ensures clear accountability, and enhances the company's ability to communicate its message and strategy clearly and consistently to the company's shareowners, investors, customers and suppliers, particularly during times of turbulent economic and industry conditions. this has been beneficial in driving a unified approach to core operating processes across a global organization that has experienced significant growth from year-to-year. each of the directors other than mr. lukianov is independent and the board believes that the independent directors provide effective oversight of management. moreover, in addition to feedback provided during the course of board meetings, the independent directors have regular executive sessions. following an executive session of independent directors, the independent directors communicate with the  cotb  directly regarding any specific feedback or issues, provide the  cotb  with input regarding agenda items for board and committee meetings, and coordinate with the  cotb  regarding information to be provided to the independent directors in performing their duties. the board believes that this approach appropriately and effectively complements the combined ceo / cotb  structure.",1
1448,1142750,2011,"the company currently separates the roles of  cotb  and  ceo . the board believes that the current structure promotes independence and contributes to good corporate governance. our ceo , ms. salka, is responsible for setting the strategic direction for the company and its day-to-day leadership and performance, while the  cotb , mr. wheat, provides guidance to the ceo and presides over meetings of the full board. the board of directors believes that this leadership structure is best for the company at the current time, as it appropriately balances the need for the ceo to run the company on a day-to-day basis, with significant involvement and authority vested in an outside independent board member. our ceo is the only member of our board who has not been deemed to be independent by the board. the company has standing audit, corporate governance, compensation and stock plan and executive committees. the board committees are chaired by independent directors, each of whom reports to the full board on the activities and decisions made by the committees at board meetings. committee assignments and the designation of committee chairs are based on the director's independence, knowledge, interests and areas of expertise. we believe this structure helps facilitate efficient decision-making and communication among our directors and fosters efficient board functioning at regularly scheduled meetings. the current functions and members of each committee are described below. the option of one year, two years or three years that receives the highest number of votes cast by stockholders will be the frequency for the advisory vote on executive compensation that has been selected by stockholders. however, because this vote is advisory and not binding on the board of directors or the company in any way, the board may decide that it is in the best interests of our stockholders and the company to hold an advisory vote on executive compensation more or less frequently than the option approved by our stockholders. ",0
1449,1143921,2013,"the board of directors is led by its  cotb , mr. abram. at present, the positions of principal executive officer and  cotb  are held by different persons. the board does not have a formal policy as to whether the roles of  cotb  and principal executive officer should be separate. at this time, the board has determined that separating these roles and having an independent director serve as  cotb  is in the best interests of the company and its stockholders and that this division of responsibility facilitates communication between the board and executive management and is appropriate given the legal and regulatory requirements applicable to the company. the board of directors has determined that a say-on-pay vote that occurs once every year is the most appropriate alternative for the company. while the company's executive compensation programs are designed to promote a long-term connection between pay and performance, the board recognizes that executive compensation disclosures are made annually. the board believes that an annual advisory vote on executive compensation is consistent with the company's practice of seeking input and engaging in dialogue with our stockholders on corporate governance matters (including our practice of having all directors elected annually) and with respect to our executive compensation philosophy, policies and practices. a say-on-pay vote occurring every year will also permit stockholders to observe and evaluate the effect of any changes to the company's executive compensation policies and practices that have occurred since the last advisory vote on executive compensation. your vote on proposal 5 is advisory, which means that it is not binding on the company or the board of directors. the company recognizes that our stockholders may have different views as to their preferences on the frequency of the say-on-pay vote. the board of directors will carefully review the outcome of the frequency vote; however, when considering the frequency of future say-on-pay votes, the board of directors may decide that it is in the company's and the stockholders long-term best interest to hold a say-on-pay vote more or less frequently than the frequency receiving the most votes cast by our stockholders.",0
1450,1144354,2014,"robert o. carr has served as  cotb  and ceo since our inception in june 2000. our board of directors believes that mr. carr's service as both  cotb  and ceo is in our best interests and the best interests of our stockholders. this board leadership structure is commonly utilized by public companies in the united states, and we believe that this board leadership structure has been effective for us. mr. carr possesses detailed and in-depth knowledge of the issues, opportunities and challenges facing us, and is thus best positioned to develop agendas that ensure that our board's time and attention are focused on the matters that are most critical to us. we believe this eliminates the potential for duplication of efforts and inconsistent actions. additionally, having one person serve as both  cotb  and ceo shows our employees, customers, stockholders and other constituencies that we are under strong and decisive leadership, ensures clear accountability and enhances our ability to communicate our message and strategy clearly and consistently. our board of directors believes the combined role of  cotb  and  ceo , together with an independent lead director having the duties described above, is in the best interest of stockholders because it provides the appropriate balance between strategy development and independent oversight of management.",1
1451,1144519,2012," as a result of this review, the board has determined that the following directors are independent: messrs. bachrach, boilini, born, coppinger, de la tour d'auvergne lauraguais, engels, hackett, lupo and pillard. in making its independence determinations, the board broadly considers all relevant facts and circumstances, including that in the normal course of business, purchase and sale and other commercial and charitable transactions or relationships may occur between bunge and other companies or organizations with which some of our directors or their immediate family members are affiliated. mr. weisser is not considered an independent director due to his position as an executive officer of bunge. mr. caraballo is not considered an independent director as ordinary course agricultural commodity sales to, and fertilizer purchases from, bunge made by a company owned and controlled by one of mr. caraballo's immediate family members exceeded the thresholds set forth in the categorical standards and nyse listing standards within the last three years. see 'certain relationships and related party transactions' for more information. alberto weisser currently serves as both  cotb  and ceo of our company. our board believes that it is currently in the best interests of bunge and its shareholders for mr. weisser to serve in both capacities in order to provide unified leadership and direction. although annually elected, the lead independent director is generally expected to serve for more than one year in order to provide consistency and continuity. the lead independent director also serves as deputy  cotb  of our board, a position mandated in our bye-laws. l. patrick lupo has served as our lead independent director since the establishment of the position in august 2010. our board recognizes that there might be circumstances under which the best interests of our company and its shareholders would require the separation of the offices of  cotb  and  ceo , and our board retains the flexibility to separate the offices should that be deemed appropriate. ",1
1452,1145404,2013,"our  ceo , craig a. collard, is also the  cotb  of our board of directors. our board of directors has determined this leadership structure is the most effective way to ensure that it remains focused on the key issues affecting our company. mr. collard founded cornerstone biopharma, has been our  cotb  and ceo since our merger with cornerstone biopharma and oversaw our entry into the chiesi investment. although we do not have a lead independent director, our board of directors which consists primarily of either independent directors or directors designated by chiesi exercises a strong, independent oversight function. this oversight function is enhanced by the fact that each of our board committees is comprised of directors with significant experience in the pharmaceutical industry and our audit committee, compensation committee and nominating and corporate governance committee are each comprised entirely of independent directors. our board of directors has responsibility for establishing broad corporate policies and reviewing our overall performance rather than day-to-day operations. the primary responsibility of our board of directors is to oversee our management and, in doing so, assess and manage the risks inherent in our business in order to serve our best interests and the best interests of our stockholders. the board of directors selects, evaluates and provides for the on may 6, 2009, we and certain of our stockholders entered into a series of transactions and agreements with chiesi farmaceutici s.p.a, or chiesi, which we refer to as the chiesi investment. these agreements included (i) a stock purchase agreement between us and chiesi, pursuant to which we issued chiesi shares of our common stock; (ii) a separate stock purchase agreement among chiesi, cornerstone biopharma holdings, ltd., an entity controlled by craig a. collard, our  ceo , and certain of our other stockholders, pursuant to which chiesi acquired shares of our common stock from certain of our stockholders, including cornerstone biopharma holdings, ltd.; (iii) a governance agreement, which expired on july 28, 2011, among us, chiesi and, with respect to certain sections, certain of our stockholders, which we refer to as the governance agreement, pursuant to which we granted chiesi certain governance rights; (iv) a license and distribution agreement between us and chiesi for curosurf ",1
1453,1156039,2010,"during 2009, our board was led by a non-executive chairman of the board selected from among the directors. until 2007, the positions of our chairman of the board and chief executive officer were held by the same person. when larry c. glasscock retired as chief executive officer in 2007, the board separated this combined role into two roles a non-executive chairman who would be responsible for board leadership and a ceo who would be responsible for leading our management, operations and employees and promoted angela f. braly to her positions as our president and chief executive officer. mr. glasscock continued to serve as the non-executive chairman of the board. on march 1, 2010, our board once again combined the role of chairman and chief executive officer when mr. glasscock retired from his position as chairman of the board and as a member of our board and ms. braly was appointed chair of the board. since ms. braly is both the chair and the ceo, we also have an independent lead director. the lead director presides at meetings of the board (including executive sessions) and shareholders in the chair's absence, serves as a liaison between the chair and the independent directors, oversees information sent to the board, approves meeting agendas and schedules for the board, has the authority to call meetings of the independent directors and is available for consultation and direct communication, if requested, with major shareholders. william h.t. bush is the current lead director. given the profound transition in our industry and the changes we will likely face in the next few years, the board believes that it is most efficient and effective to have a single individual fulfilling the two roles of chair and ceo at this time. the board of directors also recognizes the important leadership roles that our lead director has in leading the executive sessions of our non-employee and independent directors, and that the chairpersons of each of the committees of the board have in leading their respective committee meetings and reviewing and approving agendas in advance of such meetings. the board evaluates its leadership structure on an ongoing basis and may change it as circumstances warrant. ",1
1454,1156039,2011,"the board has the flexibility to establish a leadership structure that works best for the company at a particular time, and can review that structure from time to time. on march 1, 2010, our board combined the role of chairman and chief executive officer ( ceo ) when larry c. glasscock retired from his position as chairman of the board and as a member of our board and angela f. braly was appointed chair of the board. prior to 2007, the positions of our chairman of the board and ceo were held by the same person. when mr. glasscock retired as ceo in 2007, the board separated this combined role into two roles and promoted angela f. braly to her positions as our president and ceo. mr. glasscock continued to serve as the non-executive chairman of the board, until march 1, 2010. to promote independent board leadership, as ms. braly is both the chair and the ceo, the board has an independent lead director. the lead director presides at meetings of the board and shareholders in the chair's absence, presides at all meetings of the non-executive directors (which are scheduled at each board meeting), serves as a liaison between the chair and the independent directors, approves information sent to the board, approves meeting agendas and schedules for the board, has the authority to call additional meetings of the independent directors and is available for consultation and direct communication, if requested, with major shareholders. jackie m. ward is the lead director. given the profound transition in our industry and the changes we will likely face in the next few years, the board believes that it is most efficient and effective to have a single individual fulfilling the two roles of chair and ceo at this time. the board of directors also recognizes the important leadership roles that our lead director has in leading the executive sessions of our non-employee and independent directors, and that the chairpersons of each of the committees of the board have in leading their respective committee meetings and reviewing and approving agendas in advance of such meetings. we also believe that the current leadership structure supports the board's role in risk oversight by combining the operational experience of a member of management with the oversight focus of a member of the board, as more fully discussed below. the board evaluates its leadership structure on an ongoing basis and may change it as circumstances warrant. ",1
1455,1156388,2014,"the board of directors of the company held five meetings during the fiscal year ended december 29, 2013 and acted by unanimous written consent on two occasions. during the fiscal year ended december 29, 2013, each incumbent director of the company attended at least 75% of the aggregate of (i) the total number of meetings of the board of directors, and (ii) the total number of meetings of the committees on which such director served. due to a lack of in-person stockholder attendance at the company's annual meetings, the board no longer has a policy regarding attendance at the annual meeting of stockholders by directors or nominees. steven g. miller and g. michael brown attended the company's 2013 annual meeting of stockholders. each director holds office until such director's resignation or until a successor is duly elected and qualified. it is the policy of the board of directors that a majority of the board of directors shall be independent as that term is defined in nasdaq listing rule 5605(a)(2) of the nasdaq stock market's listing standards. the board of directors has determined that sandra n. bane, g. michael brown, dominic p. demarco, jennifer h. dunbar, van b. honeycutt and david r. jessick, each of whom is a current member of the board of directors, are independent. steven g. miller serves as both the ceo and the  cotb . given mr. miller's long standing association with the company, and his extensive knowledge of and experience with the retail sporting goods industry, the board of directors believes that mr. miller's service as both  cotb  and ceo is in the best interest of the company and its stockholders. the board believes that mr. miller's extensive experience provides him with detailed and in-depth knowledge of the company's business and industry and the issues facing the company, and that he is thus best positioned to develop agendas that ensure that the board's time and attention are focused on the most critical matters. the board believes that his combined role enables decisive leadership, ensures clear accountability, and enhances the company's ability to communicate its message and strategy clearly and consistently to the company's stockholders, employees, vendors and customers. although the board of directors believes that the combination of the  cotb  and ceo roles is appropriate in the current circumstances, it has not established this approach as a formal policy.",1
1456,1157647,2013,"the board of directors does not have a formal policy on separating the roles of  cotb  and ceo and, if separate, whether the  cotb  should be a non-employee director or an employee. the board of directors believes that no single, one-size fits all, board leadership model is universally or permanently appropriate. the board of directors prefers to retain the flexibility to structure its leadership from time to time in any manner that is in the best interests of the company and its shareholders. we currently separate the roles of  cotb  and ceo in recognition of the differences between the two roles and in the individuals serving in each role. mr. hagan, our  ceo , is responsible for setting the strategic direction for the company in recognition of mr. hagan's experience and expertise in management positions in banking institutions. mr. williams, our  cotb , leads board meetings, provides general strategic advice to the board of directors, ceo and management team.",0
1457,1158114,2014," our board of directors is currently chaired by our president and  ceo , mr. lin. the board of directors believes that combining the positions of ceo and  cotb , or  cotb , helps to ensure that the board of directors and management act with a common purpose. the board of directors further believes that combining the positions of ceo and  cotb  provides a single, clear chain of command to execute our strategic initiatives and business plans. in addition, the board of directors believes that a combined ceo and  cotb  is better positioned to act as a bridge between management and the board of directors, facilitating the regular flow of information. in light of our  ceo 's extensive history with and knowledge of our company, the board of directors believes that it is advantageous for applied optoelectronics, inc. to combine the positions of ceo and  cotb . our company does not have a lead independent director. ",1
1458,1158172,2013,"board leadership structure our board of directors does not have a policy on whether or not the role of the CEO and  COTB  should be separate or, if it is to be separate, whether the  COTB  should be selected from the non-employee directors or be an employee. currently, we operate with dr. abraham serving as a director and our president and CEO and mr. fulgoni serving as our executive  COTB . our board of directors believes that because mr. fulgoni has unique and extensive experience and understanding of our business, as well as over ten years of experience serving on our board of directors, he is well situated to lead and execute strategy and business plans to maximize shareholder value by having a combined role as both an executive officer as well as our executive  COTB . our board of directors does not have a policy regarding the use of a lead independent director, and we do not presently have a lead independent director. ",1
1459,1158863,2014,"the company's corporate governance policy provides that the board shall fill the  cotb  and ceo positions based upon the board's view of what is in the best interests of the company. the ceo and  cotb  may, but need not be, the same person. in the event that the  cotb  is an executive officer of the company, the board will also appoint a lead independent director. the board has determined that having two different individuals serve in the roles of non-executive  cotb  and ceo is in the best interest of the company's stockholders at this time, and that separating these roles provides the right foundation to pursue strategic and operational objectives while maintaining effective oversight and objective evaluation of corporate performance. mr. jackson currently serves as our ceo and mr. larson currently serves as our non-executive  cotb . the ceo is responsible for setting the strategic direction for the company and the day-to-day leadership and performance of the company, while the non-executive  cotb  provides overall leadership to the board. the non-executive  cotb  also works with the ceo to prepare board meeting agendas and chairs meetings of the board. this leadership structure allows the ceo to focus on his operational responsibilities, while keeping a measure of independence between the oversight function of our board and those operating decisions. the board believes that this leadership structure provides an appropriate allocation of roles and responsibilities at this time. ",0
1460,1159154,2010,"board leadership structure and board of directors mr. bryan k. bedford serves as both the company's  COTB  and president and  CEO . the board has determined that this leadership structure is appropriate given the size and complexity of the company, the number of directors overseeing the company and the board of directors oversight responsibilities. the specific experience, qualifications, attributes or skills that led to the conclusion that each director should serve as a director of the company, in light of the company's business and structure, are as follows: bryan k. bedford has been our president and CEO and a member of our board of directors since july 1999 and became cotb in august 2001. from july 1995 through july 1999, mr. bedford was the president and CEO and a director of mesaba holdings, inc., a publicly owned regional airline. he has over 20 years of experience in the regional airline industry, and was named regional airline executive of the year in 1998 by commuter and regional airline news and again in 2005 by regional airline world magazine. mr. bedford is a licensed pilot and a certified public accountant. he also served as the 1998  COTB  of the regional airline association (raa), and remains on the board of directors of the raa. as a result of many years of experience, mr. bedford provides expertise on the airline industry and financial matters. lawrence j. cohen has been a director since june 2002. he is the owner and president of pembroke companies, inc., an investment and management firm that he founded in 1991. the firm makes investments in and provides strategic management services to real estate and specialty finance related companies. from 1989 to 1991, mr. cohen worked at bear stearns & co. where he attained the position of managing director. from 1983 to 1989, mr. cohen served as first vice president in the real estate group of integrated resources, inc. from 1980 to 1983, mr. cohen was an associate at the law firm of proskauer rose goetz & mendelsohn. mr. cohen is a member of the bar in both new york and florida. mr. cohen provides expertise on financial and investment matters. douglas j. lambert has been a director since august 2001. he is presently a managing director in the north american restructuring practice group of alvarez & marsal inc. from 1994 to 2003, mr. lambert was a senior vice president of wexford capital llc. from 1983 to 1994, mr. lambert held various financial positions with integrated resources, inc.'s equipment leasing group, including treasurer and chief financial officer. he was a certified public accountant. mr. lambert provides expertise on financial and investment matters. mark l. plaumann has been a director since june 2002. he is presently a managing member of greyhawke capital advisors llc, which he co-founded in 1998. he is a director and audit committee cotb for icx technologies, inc. and one other private company. from 1995 to 1998, mr. plaumann was a senior vice president of wexford capital llc. from 1990 to 1995, mr. plaumann was employed by alvarez & marsal, inc. as a managing director. from 1985 to 1990, mr. plaumann worked for american healthcare management, inc., where he attained the position of president. from 1974 to 1985, mr. plaumann worked in both the audit and consulting divisions of ernst & young, where he attained the position of senior manager. mr. plaumann was a certified public accountant and is certified as a certified management accountant. mr. plaumann provides expertise on financial and investment matters. richard p. schifter has been a director since july 2009. he has been a partner at tpg capital (formerly texas pacific group) since 1994. prior to joining tpg, mr. schifter was a partner at the law firm of arnold & porter in washington, d.c., where he specialized in bankruptcy law and corporate restructuring and represented air partners in connection with the acquisition of continental airlines in 1993. mr. schifter joined arnold & porter in 1979 and was a partner from 1986 through 1994. mr. schifter also served on the boards   of directors of ryanair, plc from 1996 through 2003, america west holdings from 1994 to 2005, us airways group from 2005 to 2006 and midwest airlines from 2007 to 2009. mr. schifter provides expertise on the airline industry. neal s. cohen has been a director since october 2009. he is president and chief operating officer for laureate education, inc. previously, mr. cohen was executive vice president for international strategy and CEO for regional airlines at northwest airlines. in addition, mr. cohen had served as executive vice president and chief financial officer at northwest airlines. prior to his tenure with northwest airlines, mr. cohen was executive vice president and chief financial officer for us airways. mr. cohen has served as chief financial officer for various service and financial organizations as well as sylvan learning, the predecessor company of laureate education, inc. mr. cohen provides expertise on the airline industry and financial matters. david n. siegel has been a director since october 2009. mr. siegel has commercial aviation experience spanning more than two decades including serving as the president and CEO of us airways and in senior executive roles at northwest airlines and continental airlines. most recently, mr. siegel was cotb and CEO of gate gourmet group, inc., the world's largest independent airline catering, hospitality and logistics company. prior to gate gourmet group, mr. siegel served as president, chief executive and member of the board of us airways group, inc., and us airways, inc., the airline operating unit. prior to joining us airways, mr. siegel was cotb and CEO of avis rent a car system, inc., a subsidiary of cendant corp. mr. siegel's extensive experience in the airline industry includes seven years at continental airlines in various senior management roles, including president of its continental express subsidiary. mr. siegel provides expertise on the airline industry. ",0
1461,1159297,2010,"meadwestvaco's business is conducted by its officers, managers and employees under the direction of the ceo (""ceo"") and the oversight of the board of directors which is comprised of twelve individuals. currently, mr. john a. luke, jr. serves as chairman of the board and ceo. the board believes that a single person, acting in the capacities of chairman and ceo, serves as a bridge between the board and management and provides critical leadership for carrying out the company's strategic initiatives and confronting its challenges. the board believes that the company can most effectively execute its strategy and business plans to maximize stockholder value if the chairman of the board is also a member of the management team. notwithstanding the foregoing, the company has adopted various policies to provide for a strong and independent board. all directors, with the exception of the chairman, are independent as defined under nyse regulations, and all committees of the board are made up entirely of independent directors. in addition, the board and nominating and governance committee have assembled a board comprised of capable and experienced directors who are currently or have recently been leaders of major companies or institutions, are independent thinkers and have a wide range of expertise and skills. in addition, in 2007 the independent directors of the board established the position of an independent lead director. among the responsibilities of the lead director is to serve as chair of executive session meetings of non- management directors. mr. michael e. campbell has been designated as lead director to serve for an initial term of three years, which may be extended by the board for an additional three 16 year term. the lead director's duties and responsibilities include: (i) presiding at all meetings of the board at which the chairman and ceo is not present, including executive sessions of the independent directors; (ii) orchestrating dialogue among the independent directors to enhance productivity of conversations with management; (iii) serving as liaison between the chairman and ceo and the independent directors; (iv) working with the chairman and ceo in developing the board's agenda, including the review of the form of information sent to the board, and proposed meeting schedules to assure that there is sufficient time for discussion of all agenda items; and (v) in extraordinary circumstances (for example, the incapacity of the chairman and ceo) serving as the board's representative for consultation with management, shareholders and other interested parties. based on these duties and responsibilities, the board believes that the lead director provides an effective balance to the combined role of ceo and chairman. additionally, the board regularly meets in executive session without the presence of management. the lead director presides at these meetings and provides the board's guidance and feedback to the chairman and the company's management team. further, the board has full access to the company's leadership team",1
1462,1159297,2011,"meadwestvaco's business is conducted by its officers and employees under the direction of the ceo ( ceo ) and the oversight of the board of directors. currently, mr. john a. luke, jr. serves as  cotb  and ceo . the board believes that a single person, acting in the capacities of  cotb  and ceo , serves as the most effective bridge between the board and management and provides critical leadership for carrying out the company's strategic initiatives and confronting its challenges. the board believes that the company can most effectively execute its strategy and business plans to maximize stockholder value if the  cotb  is also a member of the management team. notwithstanding the foregoing, the company has adopted various policies to provide for a strong and independent board. all directors, with the exception of the  cotb , are independent as defined under nyse regulations, and all committees of the board (with the exception of the executive committee) are made up entirely of independent directors. in addition, the board and nominating and governance committee have assembled a board comprised of capable and experienced directors who are currently or have recently been leaders of major companies or institutions, are independent thinkers and have a wide range of expertise and skills. in addition, in 2007 the independent directors of the board established the position of an independent lead director. the lead director chairs executive session meetings of non-management directors. mr. michael e. campbell was designated as lead director to serve for an initial term of three years, which was extended by the board for an additional three year term in 2010. the lead director's duties and responsibilities include: (i) presiding at all meetings of the board at which the  cotb  and ceo is not present, including executive sessions of the independent directors; (ii) orchestrating dialogue among the independent directors to enhance productivity of conversations with management; (iii) serving as liaison between the  cotb  and ceo and the independent directors; (iv) working with the  cotb  and ceo in developing the board's agenda, including the review of the form of information sent to the board, and proposed meeting schedules to assure that there is sufficient time for discussion of all agenda items; and (v) in extraordinary circumstances (for example, the incapacity of the  cotb  and ceo ) serving as the board's representative for consultation with management, shareholders and other interested parties. based on these duties and responsibilities, the board believes that the lead director provides an effective balance to the combined role of ceo and  cotb . additionally, the board regularly meets in executive session without the presence of management. the lead director presides at these meetings and provides the board's guidance and feedback to the  cotb  and the company's management team. further, the board has full access to the company's leadership team.",1
1463,1159297,2012,"meadwestvaco's business is conducted by its officers and employees under the direction of the ceo ( ceo ) and the oversight of the board of directors. currently, mr. john a. luke, jr. serves as chairman of the board and ceo. the board believes that a single person, acting in the capacities of chairman and ceo, serves as the most effective bridge between the board and management and provides critical leadership for carrying out the company's strategic initiatives and confronting its challenges. the board believes that the company can most effectively execute its strategy and business plans to maximize stockholder value if the chairman of the board is also a member of the management team. notwithstanding the foregoing, the company has adopted various policies to provide for a strong and independent board. all directors, with the exception of the chairman, are independent as defined under nyse regulations, and all committees of the board (with the exception of the executive committee) are made up entirely of independent directors. in addition, the board and nominating and governance committee have assembled a board comprised of capable and experienced directors who are currently or have recently been leaders of major companies or institutions, are independent thinkers and have a wide range of expertise and skills. ",1
1464,1160858,2012," the board has determined that each of marcello bottoli, joseph coulombe, g. louis graziadio, iii, robert l. harris, ii, seth r. johnson, and mark s. maron has no material relationship with us and is an 'independent director' within the director independence standards of nasdaq. jeffrey lubell does not meet the aforementioned independence standards as mr. lubell serves as our ceo and chief merchant. our board appointed seth johnson to serve as its lead director in july 2011. since our  cotb , mr. lubell, is employed by the company as its  ceo , the board believes it is desirable to appoint one of its independent members as lead director, to provide an our company is led by its founder, mr. lubell, who has served as  cotb  and ceo since june 2003. we believe that combining the role of  cotb  and ceo promotes unified leadership and direction for our company and provides for a single, clear focus for management to execute the company's strategy and business plan. mr. lubell's industry expertise and intimate knowledge of the company's operations and strategy make him uniquely positioned and qualified to serve in these capacities, and we believe mr. lubell is seen by our customers, business partners, investors and other stakeholders as providing strong leadership and vision for the company. ",1
1465,1162324,2013,"the board has reviewed our company's current board leadership structure in light of the composition of the board, the company's size, the nature and stage of the company's business, the regulatory framework under which the company operates, the company's stockholder base and other relevant factors. under the current board leadership structure, the positions of  cotb  (the executive  cotb ) and ceo (the president &  ceo ) are two separate and distinct positions. the board is of the view that this board leadership structure is appropriate for the company. the board noted the following factors in reaching its determination: the board operates efficiently and effectively under its current structure; by virtue of their complimentary but distinct backgrounds and experience, the executive functions within the company are appropriately divided between the two incumbents, as is the leadership of the company's two operational offices; the president & ceo oversees the casper, wyoming office activities and the executive  cotb  oversees those of the vancouver, canada office; the president & ceo and the executive  cotb  provide an appropriate cross-check over one another in a manner which allows for effective decision making; and the separation of the two functions improves management independent director information sharing and communication because both the president & ceo and the executive  cotb  have direct communication with independent directors. the company does not have a lead independent director or independent  cotb . given the size of the board, the board believes that the presence of four independent directors out of the six directors on the board is sufficient independent oversight of the executive  cotb  and president &  ceo . the independent directors work well together in the current board structure and the board does not believe that selecting a lead independent director is necessary to improve or enhance the board's oversight role.",0
1466,1162461,2010,"board leadership structure our board does not have a cotb or lead independent director. our CEO , mr. connors, performs many of the functions that a cotb would typically perform, including setting the agenda for each board meeting and presiding over such meetings. in addition, as described in more detail below, the board has two standing committees, an audit committee and a compensation committee. the cotb and each member of these committees is an independent director. the board delegates substantial duties and responsibilities to each committee. the committees make recommendations to the board and report regularly to the board on their activities and any actions they have taken. we believe that our independent board committees and their cotb are an important aspect of our board leadership structure. ",0
1467,1162461,2010,"our board does not have a  cotb  or lead independent director. our  ceo , mr. connors, performs many of the functions that a  cotb  would typically perform, including setting the agenda for each board meeting and presiding over such meetings. in addition, as described in more detail below, the board has two standing committees, an audit committee and a compensation committee. the  cotb  and each member of these committees is an independent director. the board delegates substantial duties and responsibilities to each committee. the committees make recommendations to the board and report regularly to the board on their activities and any actions they have taken. we believe that our independent board committees and their  cotb  are an important aspect of our board leadership structure.",0
1468,1163165,2010,"the company currently combines the offices of  cotb  and  ceo . the board believes it is in the best interests of the company's shareholders to combine these offices because it places the company's senior most executive officer in a position to guide the board in setting priorities for the company and addressing the risks and challenges the company faces. the board believes that, while its independent directors bring a diversity of skills and perspectives to the board, the company's ceo , by virtue of his day-to-day involvement in managing the company, is in the best position to lead the board. the board believes there is no single organizational model that is the best and most effective in all circumstances. as a consequence, the board periodically considers whether the offices of  cotb  and ceo should be combined and who should serve in such capacities. the board retains the authority to separate the positions of  cotb  and ceo if it deems appropriate in the future. our corporate governance guidelines provide that non-employee directors will meet in executive session at each board meeting. the  cotb  of the committee on directors affairs, mr. auchinleck, presides at these sessions and is responsible for setting the agenda for such meetings.",1
1469,1163165,2012,"conocophillips is focused on the company's corporate governance practices and values independent board oversight as an essential component of strong corporate performance to enhance stockholder value. our commitment to independent oversight is demonstrated by the fact that all of our directors, except mr. mulva, are independent. in addition, all members of the audit and finance committee, committee on directors affairs, human resources and compensation committee and public policy committee are independent. while the board retains the authority to separate the positions of chairman and ceo if it deems appropriate in the future, the board currently believes it is in the best interests of the company's stockholders to combine them. doing so places one person in a position to guide the board in setting priorities for the company and in addressing the risks and challenges the company faces. the board believes that, while its independent directors bring a diversity of skills and perspectives to the board, the company's ceo, by virtue of his day-to-day involvement in managing the company, is best suited to perform this unified role. the board believes there is no single organizational model that is the best and most effective in all circumstances. as a consequence, the board periodically considers whether the offices of chairman and ceo should be combined and who should serve in such capacities. the board specifically considered whether the offices of chairman and ceo should be combined following the repositioning and concluded doing so continues to be in the best interests of the company and its stockholders. the board will continue to reexamine its corporate governance policies and leadership structures on an ongoing basis to ensure that they continue to meet the company's needs. ",1
1470,1163302,2011,"mr. surma serves as both the chairman of the board of directors and the ceo of the corporation. the corporation has determined that this leadership structure is appropriate because: it promotes unified leadership and direction for the corporation; it allows for a single, clear focus for management to execute the corporation's strategic initiatives and business plans; the ceo is in the best position to chair board meetings and ensure that the key business issues and risks facing u. s. steel are brought to the board's attention; and the corporation can more effectively execute its strategy and business plans to maximize stockholder value if the chairman of the board is also a member of the management team. the corporation has also determined that separating the chairman and ceo positions is not desirable due to the following elements of u. s. steel's existing corporate governance structure that already insure vigorous and independent oversight of management: all directors, with the exception of the chairman, are independent as defined under nyse regulations. all committees of the board are made up entirely of independent directors. the board is comprised of strong and sophisticated directors, with a wide range of expertise and skills, many of whom are currently, or have recently been, leaders of major companies or institutions. the board regularly meets in executive session without the presence of management. the presiding director chairs these executive sessions and also acts as a liaison between the board of directors and executive management. the board has complete access to the company's management team. on a regular basis, the board and its committees receive reports from management on the business and affairs of the corporation and the current and future issues that it faces. each committee of the board has the right to hire outside advisors, including counsel, at the corporation's expense. ",1
1471,1163739,2011,"the board believes that combining the offices of chairman of the board and chief executive officer, coupled with an experienced, independent lead director, creates the most effective leadership structure for the company at this time. mr. isenberg brought the company out of bankruptcy in 1987, and his employment agreement stipulates that he hold the offices of chairman of the board and chief executive officer. he has held these positions for the past 24 years, during which time the company has delivered strong shareholder value by regularly outperforming the s&p 500. in light of the current global economic turmoil and challenges facing our industry, the board believes that mr. isenberg's decades of executive experience, specifically in the energy and manufacturing industries, make him the appropriate leader for both management and the board and has not requested that he agree to amend his employment agreement. the company's corporate governance structure, including the composition of the board, its committees, and the presence of a strong lead director, provides effective independent oversight of management and of the board itself. the board believes that the extensive management experience of the directors appointed to serve in this role qualifies them to provide that oversight and that an independent chairman is not necessary. ",1
1472,1163932,2012,"our board of directors believes that mr. alberga's service as both  cotb  and ceo is in the best interests of our company and our stockholders. mr. alberga possesses detailed and in-depth knowledge of the issues, opportunities and challenges we face, and we believe he is the person best positioned to develop agendas that ensure that our board of directors time and attention is focused on the most critical matters. our board of directors believes that his combined role enables decisive leadership, ensures clear accountability and enhances our ability to communicate our message and strategy clearly and consistently to stockholders, employees, customers and vendors. each of the directors other than messrs. alberga and landa is independent under the rules of the nyse and the sec, and our board of directors believes that the independent directors provide effective oversight of management. although our board of directors currently believes that the combination of the  cotb  and ceo roles is appropriate in the current circumstances, our amended and restated bylaws and corporate governance guidelines provide our board of directors with the flexibility to separate the positions of  cotb  and  ceo . while we do not currently intend to separate these positions, a change in leadership structure would be made if our board of directors determines it is in the best long-term interests of our stockholders.",1
1473,1164727,2010,"the board of directors selects the chairman of the board in the manner and upon the criteria that it deems best for the company at the time of selection. the board of directors does not have a prescribed policy on whether the roles of the chairman and chief executive officer should be separate or combined, but recognizes the value to the company of the combination of the positions. at all times, the board of directors has either a non-executive chairman or lead director of the board, which chairman or lead director will meet the company's independence criteria and will be elected annually by the independent members of the board of directors. before 2008, the positions of chairman of the board and chief executive officer were held by a single person. due to the potential efficiencies of having the chief executive officer also serve in the role of chairman of the board and the long tenure of the chief executive officer, the board of directors determined that the interests of the company and its stockholders were best served by the leadership and direction provided by a single person as chairman and chief executive officer. in 2007, the board of directors considered a shareholder proposal included in the 2007 proxy statement regarding the separation of such roles. the board agreed to separate the roles as of january 1, 2008 in response to the stockholder vote and the board's determination regarding what was in the best interest of the company at such time. the board will continue to evaluate whether this leadership structure is in the best interests of the stockholders on a regular basis. beginning january 2008, and again in january 1, 2009, the independent members of the board of directors elected an independent non-executive chairman, vincent a. calarco, for a one-year term. mr. calarco was re-elected, effective january 1, 2010, for a third one-year term. mr. calarco presides at independent directors sessions scheduled at each regular board meeting. the non-executive chairman serves as liaison between the chief executive officer and other independent directors, approves meeting agendas and schedules and notifies other members of the board of directors regarding any significant concerns of stockholders or interested parties of which he or she becomes aware. the non-executive chairman presides at stockholders meetings and provides advice and counsel to the chief executive officer. ",0
1474,1164863,2011," as described in our corporate governance guidelines, the board believes that a substantial majority of the board should consist of independent directors. at its february 2011 meeting, the board of directors made a determination as to the independence of each of its members in 2011. in making these determinations, the board used the definition of an independent director in the nyse listing standards and the categorical standards set forth in our corporate governance guidelines. under these guidelines, a director will be independent only if the board affirmatively determines that the director has no material relationship with our company (either directly or as a director, partner, shareholder or officer of an organization that has a relationship with us). since the inception of our company, we have maintained separate the positions of  cotb , which is a non-executive position filled by an independent director, and  ceo , who is the principal executive officer of our company. we believe that this structure continues to be appropriate for our company given the individuals serving in those positions, particularly the experience of our current  cotb  as a former public-company ceo in a similar diversified industrial company, his long familiarity with our business, including his service as a director of goodrich corporation prior to our spin-out from goodrich in 2002, and his ability to serve as a sounding board for our ceo who joined our company in 2008. it is anticipated that upon the retirement of william r. holland as our  cotb  at the 2011 annual meeting, the board of directors will elect mr. harnett to serve as  cotb . like mr. holland, mr. harnett is a former ceo of a publicly held diversified industrial manufacturer supplying a wide variety of industries and has served on our board of directors since 2002. ",0
1475,1166003,2013,"our business and affairs are managed under the direction of our board, which is our company's ultimate decision-making body, except with respect to those matters reserved to our stockholders. our board's primary responsibility is to seek to maximize long-term stockholder value. our board establishes our overall corporate policies, selects and evaluates our senior management team, which is charged with the conduct of our business, monitors the performance of our company and management, and provides advice and counsel to management. in fulfilling the board's responsibilities, directors have full access to our management, internal and external auditors and outside advisors. the positions of  cotb  and ceo are both currently held by mr. jacobs. our board has not appointed a lead director. our board believes that this leadership model is currently appropriate in light of the following factors: our directors are stockholder-oriented and focused on the best interests of our stockholders due to their significant ownership of our securities; our independent directors meet regularly, and at least annually, in executive sessions without management present; the dual roles enable decisive leadership and ensure clear accountability; and our board believes the dual roles function well for our company based on our current strategy and ownership structure. our board held 12 meetings during 2012. in 2012, each person serving as a director attended at least 75% of the total number of meetings of our board and any board committee on which he served. the board also acted eight times during 2012 via unanimous written consent. our directors are expected to attend the annual meeting. any director who is unable to attend the annual meeting is expected to notify the  cotb  in advance of the annual meeting. each person who was then serving as a director attended the 2012 annual meeting of stockholders.",1
1476,1166126,2010,"myron e. ullman, iii currently serves as both chairman of the board and chief executive officer (ceo) of the company. the non- employee, independent directors of the board have elected thomas j. engibous, a non- employee, independent director, to serve as lead director pursuant to the company's lead independent director policy. mr. engibous' term expires at the earlier of the close of the 2012 annual meeting of stockholders or at such time as he ceases to be a director, resigns as lead director or is replaced as lead director by a majority of the non- employee, independent directors. specifically, jcpenney's lead independent director policy provides that the lead director will: preside over regular executive sessions of the non- employee, independent members of the board and at meetings of the board in the absence of, or upon the request of, the chairman and ceo; approve the scheduling of board meetings as well as the agenda and materials for each board meeting and executive session of the board's non- employee, independent directors; have the authority to call such other meetings of the non- employee, independent directors as he/she deems necessary; serve as a liaison and supplemental channel of communication between the non- employee, independent directors and the chairman and ceo; meet regularly with the chairman and ceo; communicate with stockholders as appropriate; and approve and coordinate the retention of advisors and consultants who report directly to the non- employee, independent members of the board, except as otherwise required by applicable law or new york stock exchange (nyse) listing standards. the board believes that the existence of a lead director with this scope of responsibilities supports strong corporate governance principles while deriving the benefit of having the company's ceo also serve as chairman of the board. the board believes that jcpenney's current leadership structure of the combined chairman/ceo leadership role coupled with a lead director enhances the chairman/ceo's ability to provide insight and direction on important strategic initiatives to both management and independent directors and, at the same time, ensures that the appropriate level of independent oversight is applied to all management decisions",1
1477,1166691,2010,"our board believes that we and our shareholders are best served by having brian l. roberts serve as both our chairman and chief executive officer. we believe that mr. roberts is a strong and effective leader, at both the company and board levels, who provides critical leadership for carrying out our strategic initiatives and confronting our challenges. he also serves as a bridge between the board and management, facilitating strong collaboration and encouraging open lines of communication with the board. as such, we believe that mr. roberts is the most appropriate person to serve as chairman of our board. moreover, our board believes that board independence and oversight of management are effectively maintained through the board's current composition, where over two- thirds of our directors are independent, through our audit, compensation and governance and directors nominating committees, which are comprised entirely of independent directors, and through our presiding director, who, among other things and as more fully described below, presides at the executive sessions held by our independent directors.",1
1478,1166691,2012,"our board believes that we and our shareholders are best served by having brian l. roberts serve as both our chairman and chief executive officer. we believe that mr. roberts is a strong and effective leader, at both the company and board levels, who provides critical leadership for carrying out our strategic initiatives and confronting our challenges. he also serves as an effective bridge between the board and management, facilitating strong collaboration and encouraging open lines of communication with the board. as such, we believe that mr. roberts is the most appropriate person to serve as chairman of our board. moreover, our board believes that board independence and oversight of management are effectively maintained through the board's composition, where, if following the annual meeting all of our director nominees are elected, over 70% of our directors will be independent; through our audit, compensation and governance and directors nominating committees, which are comprised entirely of independent directors; and through our presiding director, who, among other duties and as more fully described below, presides at the executive sessions held by our independent directors. ",1
1479,1166691,2012," our board believes that we and our shareholders are best served by having brian l. roberts serve as both our chairman and chief executive officer. we believe that mr. roberts is a strong and effective leader, at both the company and board levels, who provides critical leadership for carrying out our strategic initiatives and confronting our challenges. he also serves as a bridge between the board and management, facilitating strong collaboration and encouraging open lines of communication with the board. as such, we believe that mr. roberts is the most appropriate person to serve as chairman of our board. moreover, our board believes that board independence and oversight of management will be effectively maintained through the board's composition, where, if following the annual meeting all of our director nominees are elected, three-fourths of our directors will be independent; through our audit, compensation and governance and directors nominating committees, which are comprised entirely of independent directors; and through our presiding director, who, among other things and as more fully described below, presides at the executive sessions held by our independent directors. ",1
1480,1166691,2012,"our directors, including the  cotb , are also bound by fiduciary obligations under law to act in a manner that they believe to be in our best interests and the best interests of our shareholders. separating the offices of  cotb  and ceo would not serve to augment this fiduciary duty. our board believes that mr. roberts, in his capacities as  cotb  and  ceo , serves as an effective bridge between the board and management and provides critical leadership for carrying out our strategic initiatives and confronting our challenges. in addition, our board does not believe it should be constrained by an inflexible, formal requirement that the offices of  cotb  and ceo be separated. we and our shareholders are best served by maintaining the flexibility to have the same individual serve as  cotb  and  ceo , based on what is in the best interests of our company at a given point in time. our board believes that the adoption of a policy requiring the election of a non-management  cotb  would not enhance its independence or performance and is not in the best interests of our shareholders. our shareholder rights plan is not intended to prevent a takeover of our company, nor does it change or diminish the fiduciary obligations of our board in considering a sale of the company. rather, the shareholder rights plan strengthens the ability of our board to fulfill its fiduciary duties under pennsylvania law and to obtain a higher value for our shareholders. our board which is composed of more than 70% independent directors periodically reviews the merits of maintaining our shareholder rights plan. we believe it is important that the board maintain complete flexibility to act in the best interests of our shareholders based on business conditions at the time. ",1
1481,1166789,2013," as noted above, our board is currently comprised of seven independent directors and one management director. mr. mccormick has served as non-executive  cotb  since 2006. in that role, mr. mccormick's responsibilities, include (i) presiding at meetings of our board and stockholders, including executive sessions of the non-management directors, (ii) advising the ceo and/or the secretary regarding agenda items for the meetings of the board, (iii) calling meetings of the independent directors, with appropriate notice, (iv) advising the ceo on issues discussed at executive sessions of the independent directors, and (v) such other responsibilities that the board deems appropriate. we believe that our current board leadership structure allows for our independent directors to effectively focus on governance matters, evaluate risks, oversee our management, and pursue strategic business plans that serve the interests of the stockholders. ",0
1482,1168054,2011,"the board considers the combination of the roles of  cotb  and ceo an efficient and effective way to conduct the board's business. the board also believes that the combined role of the  cotb  and  ceo , together with an independent lead director having the duties described above, serve the interests of our stockholders because this structure provides an appropriate balance between strategy development and independent oversight of management. ",1
1483,1168195,2010,"we currently have a separate ceo and  cotb , with mr. polk serving as  cotb  and mr. burris serving as  ceo . although mr. burris serves as a member of the board, we believe that mr. polk's status as  cotb  and as an independent director provides for a meaningful division of leadership between the ceo and the board. the ceo is responsible for setting the strategic direction for the company and for the leadership and performance of the company, while the  cotb  provides guidance to the  ceo , sets the agenda for board meetings and presides over all meetings of the board, including executive sessions. we believe this has been an effective model for the company. this structure ensures a greater role for the independent directors in the oversight of the company and active participation of the independent directors in setting agendas and establishing priorities and procedures for the work of the board.",0
1484,1169445,2014,"the business of the company is managed under the direction of the board of directors, which is elected by our stockholders. the basic responsibility of the board is to lead cpsi by exercising its business judgment to act in what each director reasonably believes to be the best interests of cpsi and its stockholders. leadership is important to facilitate the board acting effectively as a working group so that cpsi and its performance may benefit. the role of the  cotb  includes providing continuous feedback on the direction, performance and strategy of cpsi, presiding as chair of board meetings, setting the board's agenda with management, leading the board in anticipating and responding to opportunities and challenges faced by cpsi, and, to the extent the  cotb  is independent under applicable nasdaq listing rules, presiding as chair of executive sessions of the independent members of the board. the board does not have a policy requiring the separation or combination of the ceo and  cotb  roles, but these positions have been separated since cpsi's initial public offering in 2002. however, our  cotb  is not independent and is our chief financial officer, a position to which he was appointed on june 30, 2010 following the termination of employment of the prior chief financial officer. we have determined that this current structure is the most appropriate and effective board leadership structure for the company at this time based upon a number of factors, including the experience of the applicable individuals, the current business environment, the specific needs of the business and what is in the best interests of the company's stockholders. however, the board may reconsider the company's leadership structure from time to time in the future based on considerations at that time. the company does not have a lead independent director. given the size of the board, the board believes that the presence of six independent directors out of the eight directors on the board (and five of the seven directors as of the the board and its committees exercise their risk oversight function by carefully evaluating the reports they receive from management and by making inquiries of management with respect to areas of particular interest to the board or committee. we believe that our leadership structure also enhances the board's risk oversight function since our  cotb  regularly discusses with management the material risks facing the company. the  cotb  is also expected to report candidly to his fellow directors on his assessment of the material risks we face, based upon the information he receives from management. we intend to hold such an advisory vote on the compensation of our named executive officers, commonly known as a say-on-pay vote, each year in connection with our annual meeting of stockholders until the next vote on the frequency of the say-on-pay vote or until our board of directors otherwise determines that a different frequency for this advisory vote is in the best interests of our stockholders. the next advisory vote on the frequency of say-on-pay votes will occur no later than 2017.",0
1485,1169561,2012,". commvault's policy regarding its leadership structure is to adopt the practice which best serves our company's needs at any particular time. our board has currently determined that the most effective leadership structure for our company is for n. robert hammer to serve as both  cotb  and  ceo . mr. hammer has consistently provided strong leadership to our company and board since becoming  cotb  and ceo in march 1998. his strategic vision and financial discipline have been integral to our company's growth. mr. hammer's dual role provides the opportunity for better decision making and board leadership given the greater level of information provided through his access to both management and the board. the dual role provides a high level of communication between management and the board on all matters and capitalizes on mr. hammer's successful history in leading both our company and the board. the board currently believes having on person serve as both ceo and  cotb  also eliminates the potential of duplication of efforts and inconsistent actions, enabling the board and management to work effectively toward the same goals and strategy. while mr. hammer serves as  cotb , strong independent board leadership is exerted by our lead independent director, gary b. smith, who provides additional support to the corporate governance structure. under our corporate governance policies, the lead independent director is responsible to coordinate the activities of the other independent directors and to fulfill other responsibilities established by the board or the independent directors. currently, our lead independent director's specific responsibilities include presiding at executive sessions of the board and facilitating communication between board members and the  cotb . our lead director also communicates to the ceo on issues identified by the other independent directors. as a member of the nominations and governance committee, mr. smith participates in the annual board performance evaluation process and in the assessment of our company's governance policies. the lead independent director, and many of the other directors, communicates with the  cotb  and ceo regarding appropriate agenda topics and other board related matters. in accordance with our corporate governance policies, no director may serve as lead independent director for more than seven consecutive years.",1
1486,1170010,2010,"historically at carmax, two separate individuals have served in the roles of ceo and board  cotb . mr. folliard has been our ceo since 2006, while mr. tiefel has served as our independent  cotb  since 2007. mr. tiefel, who has served on the board since 2002, accepted the role of board  cotb  during mr. folliard's first year as our ceo. as our board  cotb , mr. tiefel is responsible for chairing board meetings and meetings of shareholders, setting the agendas for board meetings and presiding over executive sessions of the independent directors. mr. folliard manages and oversees the day-to-day affairs of the company and directs the formulation and implementation of the company's strategic plans. we believe that this leadership structure is currently the most appropriate for carmax. our board recognizes that, depending on the circumstances, other leadership models might be appropriate. our corporate governance guidelines state that the board has no fixed policy as to whether the roles of  cotb  and ceo should be separate, and the board remains free to make this choice in the manner it judges most appropriate for carmax. these guidelines also provide that in the event that the ceo also serves as  cotb , the board will appoint a lead independent director to serve in accordance with the company's lead independent director charter. the board periodically reviews its leadership structure and elects its  cotb  annually. ",0
1487,1170010,2011,"historically at carmax, two separate individuals have served in the roles of ceo and board  cotb . mr. folliard has been our ceo since 2006, while mr. tiefel, a board member since 2002, has served as the independent  cotb  since 2007. as our board  cotb , mr. tiefel is responsible for chairing board meetings and meetings of shareholders, setting the agendas for board meetings and presiding over executive sessions of the independent directors. mr. folliard manages and oversees the day-to-day affairs of the company and directs the formulation and implementation of the company's strategic plans. we believe that this leadership structure is currently the most appropriate for carmax. our board recognizes that, depending on the circumstances, other leadership models might be appropriate. our corporate governance guidelines state that the board has no fixed policy as to whether the roles of  cotb  and ceo should be separate, and the board remains free to make this choice in the manner it judges most appropriate for carmax. these guidelines also provide that in the event that the ceo also serves as  cotb , the board will appoint a lead independent director to serve in accordance with the company's lead independent director charter, which is available under the corporate governance link at investor.carmax.com. the board periodically reviews its leadership structure and elects its  cotb  annually. ",0
1488,1170010,2011,"historically at carmax, two separate individuals have served in the roles of ceo and board  cotb . mr. folliard has been our ceo since 2006, while mr. tiefel, a board member since 2002, has served as the independent  cotb  since 2007. as our board  cotb , mr. tiefel is responsible for chairing board meetings and meetings of shareholders, setting the agendas for board meetings and presiding over executive sessions of the independent directors. mr. folliard manages and oversees the day-to-day affairs of the company and directs the formulation and implementation of the company's strategic plans. we believe that this leadership structure is currently the most appropriate for carmax. our board recognizes that, depending on the circumstances, other leadership models might be appropriate. our corporate governance guidelines state that the board has no fixed policy as to whether the roles of  cotb  and ceo should be separate, and the board remains free to make this choice in the manner it judges most appropriate for carmax. these guidelines also provide that in the event that the ceo also serves as  cotb , the board will appoint a lead independent director to serve in accordance with the company's lead independent director charter, which is available under the corporate governance link at investor.carmax.com. the board periodically reviews its leadership structure and elects its  cotb  annually.",0
1489,1170650,2010,"the company's corporate governance guidelines allow the positions of chairman of the board (""chairman"") and chief executive officer (""ceo"") ""to be filled by one individual or by two different individuals."" the roles of chairman and ceo of the company are currently held by the same person, david b. snow, jr., and have been held by mr. snow since 2003. the board of directors believes that its current practice of combining the roles of chairman and ceo provides the most efficient and effective leadership model for the company at this time. many elements of the board's governance structure as discussed throughout this proxy statement ensure a strong and independent board. as noted above, the board of directors has an independent director designated as the lead director. the general authority and responsibilities of the lead director include presiding at all meetings of the board of directors when the chairman is not present; serving as a liaison between the chairman and the independent directors; approving the information, agenda and meeting schedules sent to the board of directors; calling meetings of the independent directors; and being available for consultation and communication with shareholders. the company's corporate governance guidelines provide that in the event an independent director is serving as non- executive chairman of the board of directors, the board may elect to dispense with the position of lead director. michael goldstein is currently the company's lead director. the board of directors believes that the usage of a lead director and the requirement in the company's corporate governance guidelines that at least 75% of the board should consist of independent directors, together with its overall governance structure, provides the appropriate balance between the need for consistent strategic direction that is based on ongoing responsibility for the business and the need for objectivity and independence. the board does not believe that separating these two positions is necessary to ensure that the board provides effective and independent oversight of management",1
1490,1171298,2010,"stephen j. fanning john f. glenn william brodie clint carnell leonard debenedictis(6) harold l. covert cathy l. mccarthy marti morfitt mark m. sieczkarek eric b. stang(7) edward w. knowlton, m.d. all executive officers, directors and director nominee as a group (15 persons) indicates ownership of less than 1%. consists of 6,285,596 shares held by three arch capital, l.p. ( tac ) and 297,137 shares held by tac associates, l.p. ( taca ). tac management, l.l.c. ( tacm ), the general partner of tac and taca, may be deemed to have sole power to vote and sole power to dispose of shares of the issuer directly owned by tac and taca. barclay nicholson ( nicholson ), wilfred jaeger ( jaeger ) and mark wan ( wan ) are the managing members of tacm and may be deemed to have shared power to vote and shared power to dispose of shares of the issuer directly owned by tac and taca. consists of 5,240,591 shares held by meritech capital partners ii l.p. ( mcp ii ), 134,844 shares held by meritech capital affiliates ii l.p. ( mc aff ii ), and 40,069 shares held by mcp entrepreneur partners ii l.p. ( mep ii ). meritech capital associates ii l.l.c. ( mca ii ) is the general partner of mcp ii, mc aff ii and mep ii, and may be deemed to have indirect beneficial ownership of shares of the issuer directly owned by mcp ii, mc aff ii and mep ii. meritech management associates ii l.l.c. ( mma ii ) is a managing member of mca ii and may be deemed to have indirect beneficial ownership of shares of the issuer directly owned by mcp ii, mc aff ii and mep ii. paul madera ( madera ) and michael gordon ( gordon ) are managing members of mma ii and may be deemed to have indirect beneficial ownership of shares of the issuer directly owned by mcp ii, mc aff ii and mep ii. consists of 2,737,315 shares held by delphi ventures vii, l.p. ( dv vii ), 27,370 shares held by delphi bioinvestments vii, l.p. ( dbi vii ), 717,624 shares held by delphi ventures v, l.p. ( dv v ), and 7,782 shares held by delphi bioinvestments v, l.p. ( dbi v ). delphi management partners vii, l.l.c. ( dmp vii ) is the general partner of dv vii and dbi vii and may be deemed to have sole power to vote and sole power to dispose of shares of the issuer directly owned by dv vii and dbi vii. james j. bochnowski ( bochnowski ), david l. douglass ( douglass ), john f. maroney ( maroney ), douglas a. roeder ( roeder ) and deepika r. pakianathan, ph.d. ( pakianathan ) are the managing members of dmp vii and may be deemed to have shared power to vote and shared power to dispose of the shares of the issuer directly owned by dv vii and dbi vii. delphi management partners v, l.l.c. ( dmp v ) is the general partner of dv v and dbi v and may be deemed to have sole power to vote and sole power to dispose of shares of the issuer directly owned by dv v and dbi v. bochnowski, douglass, donald j. lothrop ( lothrop ), and kevin l. roberg ( roberg ) are the managing members of dmp v and may be deemed to have shared power to vote and shared power to dispose of the shares of the issuer directly owned by dv v and dbi v. includes 3,062,307 shares of common stock owned of record by longitude venture partners, l.p. ( lvp ), and 61,374 shares of common stock owned of record by longitude capital associates, l.p. ( lca ). does not include 1,213,305 shares of common stock underlying warrants owned of record by lvp and 24,319 shares of common stock underlying warrants owned of record by lca. the warrants are not exercisable until july 8, 2010. consists of 1,138,614 shares owned by biomedical value fund, lp ( bvf ), 594,060 shares owned by biomedical offshore value fund, ltd. ( bovf ), 742,574 shares owned by class d series of gef-ps, l.p. ( gef-ps ) and 495,050 shares owned by biomedical institutional value fund, lp ( bivf ). does not include 569,307 shares underlying a warrant held by bvf, 297,030 shares underlying a warrant held by bovf, 371,287 shares underlying a warrant held by gef-ps and 247,525 shares underlying a warrant owned by bivf. the warrants are not exercisable until july 8, 2010. includes 117,260 shares held by len debenedictis charitable remainder unitrust u/a 8/3/95 and 50,769 shares held by ptc custodian fbo len debenedictis. includes 50 shares held by stang family trust. our current  cotb  is also the current president and  ceo . in addition, the nominating and governance committee has designated a lead independent director. the board of directors believes that the company's ceo is best situated to serve as  cotb  because he is the director most familiar with the company's business and industry, and most capable of effectively identifying strategic priorities and leading discussion and execution of strategy. the board of directors believes that the company's current model of the combined  cotb /president and ceo in conjunction with the lead director position with the duties described below is the appropriate leadership structure for solta medical at this time. our lead independent director's responsibilities include reviewing and approving the agenda for board meetings and leading executive sessions of the board of directors during which our independent directors meet without management present, and providing consolidated feedback from those meetings to the  cotb  and  ceo . these executive sessions allow the board of directors to review key decisions and discuss matters in a manner that is independent of the  ceo . our lead independent director also has the authority to call meetings of the board of directors in executive session and serves as a liaison to the  cotb  and ceo in consultation with the other independent directors.",1
1491,1171825,2010,"a majority of the votes cast at the annual meeting is required to elect directors to the board. a nominee for director shall be elected to the board of directors if the votes cast for such nominee's election exceed the votes cast against such nominee's election. the positions of ceo and  cotb  for cit are held by one person, currently john a. thain. in deciding to continue cit's practice of combining the ceo and  cotb  positions, the primary factors considered by the board were the importance of a unified strategic and operating focus, the benefits of clarity in the management structure of the organization, and the need for consistent communications to shareholders, customers, regulators and other constituencies. this structure also best assures that the leader of the organization is closely connected with both the company's senior level managers and the board and is therefore better able to appreciate and balance the perspectives of both groups. to establish a liaison between the non-management directors and the  cotb  and ceo and thus facilitate effective communication between them, as well as to facilitate the deliberations of the non-management directors in executive session, cit's board also appoints a lead director who is independent. this position is currently held by mr. ryan.",1
1492,1173204,2010,"whereas, in order to provide the corporation with the flexibility to be able to grant additional stock options to its employees, the board of directors of the corporation deems it to be in the best interest of the corporation and its stockholders to amend the plan in order to increase the maximum number of shares of the corporation's class a common stock, par value $0.001 per share, which may be issued and sold under the plan from 5,000,000 shares to 7,000,000 shares and to extend the term of the plan until june 1, 2020.until mr. mayo's retirement in june 2010, he served as CEO and president as well as cotb . a part of the company's search (led by the nominating committee) for a new CEO and president, the board is considering whether such person should also serve as cotb , or whether different individuals should serve in such positions. ",0
1493,1173431,2016,"the board of directors believes that the ltip is in the best interests of the company and its stockholders for the reasons stated above. the board of directors believes that the mip is in the best interests of the company and its stockholders for the reasons stated above. the board of directors conducts its business through meetings of the board, actions taken by written consent in lieu of meetings and by the actions of its committees. the non-employee members and the independent members of our board of directors meet in executive session without management present at each regularly scheduled in-person meeting of the board. these directors select a presiding director at these meetings on an ad-hoc basis. the board of directors has a policy requiring the separation of the roles of ceo and  cotb  because the board of directors believes it improves the ability of the board to exercise its oversight role. mr. tomczyk serves as the ceo and mr. moglia serves as  cotb . the  cotb  is responsible for managing the affairs of the board, with the objective that it is properly organized, functions effectively and fulfills its responsibilities. the  cotb  also works with the ceo and the corporate secretary to establish the agenda for each board meeting and receives input from other directors as necessary or desired for the coordination of board activities. the separation of the roles of ceo and  cotb  does not affect risk oversight, which is the responsibility of the board of directors, primarily overseen by the risk committee. our management team is responsible for managing risk, using risk management processes, policies and procedures to identify, measure and manage risks. ",0
1494,1173489,2011," our board of directors met 5 times in meetings or telephonically during 2010. all directors attended at least 75% of the meetings of our board of directors, including meetings of the committees of the board, during the period that they served on our board of directors. it is the policy of our board that the independent directors shall meet separately with no members of management present in executive sessions as appropriate, but no less than twice annually. ",0
1495,1173514,2013,"the board of directors believes that it is prudent and in the best interest of stockholders that the ceo and  cotb  positions be combined and that such combination has no negative effect on the operation or direction of the company. our ceo is the most appropriate person to serve as our  cotb  because he possesses in-depth knowledge of the issues, opportunities and challenges facing our business. because of this knowledge and insight, the board of directors believes that he is in the best position to effectively identify strategic opportunities and priorities and to lead the discussion for the execution of the company's strategies and achievement of its objectives. as  cotb , our ceo is able to: focus our board of directors on the most significant strategic goals and risks of our business; utilize the individual qualifications, skills and experience of the other members of the board of directors in order to maximize their contributions to our board of directors; ensure that each other member of our board of directors has sufficient knowledge and understanding of our business to enable them to make informed judgments; provide a seamless flow of information to our board of directors; facilitate the flow of information between our board of directors and our management; and provide the perspective of a long-term stockholder. we do not assign a lead independent director but the  cotb  of our compensation committee presides at the regularly scheduled meetings of non-management directors. the board of directors oversees our risk management. the full board of directors (as supplemented by the appropriate board committee in the case of risks that are overseen by a particular committee) regularly reviews information provided by management in order for our board of directors to oversee the risk identification, risk management and risk mitigation strategies. our board committees assist the full board of directors' oversight of our material risks by focusing on risks related to the particular area of concentration of the relevant committee. for example, our compensation committee oversees risks related to our executive compensation plans and arrangements, our audit review committee oversees the financial reporting and control risks, our finance committee oversees financing and other financial risk management strategies and our nominating and corporate governance committee oversees risks associated with the independence of the board of directors and potential conflicts of interest. each committee reports on these discussions of the applicable relevant risks to the full board of directors during the board of directors meetings. the full board of directors incorporates the insight provided by these reports into its overall risk management analysis. ",1
1496,1174922,2010,"mr. wynn, the company's founder, serves as the chairman and chief executive officer of the company. the board of directors has determined that the combination of these roles held singularly by mr. wynn is in the best interest of all stockholders. the board believes that the issue of whether to combine or separate the offices of chairman of the board and chief executive officer is part of the succession planning process and that it is in the best interests of the company for the board to make a determination whether to combine or separate the roles based upon the circumstances. the board has given careful consideration to separating the roles of chairman and chief executive officer and has determined that the company and its stockholders are best served by the current structure. mr. wynn's combined role promotes unified leadership and direction for the board and executive management and allows for a single, clear focus for the company's operational and strategic efforts. the combined role of mr. wynn as both chairman and chief executive officer is balanced by the company's governance structure, policies and controls. seven of the eleven members of our board of directors satisfy the most stringent requirements of independence promulgated by the nasdaq for audit committee members, and the audit, compensation, and nominating and corporate governance committees are composed entirely of independent members of the board. this structure encourages independent and effective oversight of the company's operations and prudent management of risk. in addition, the company is subject to stringent regulatory requirements and oversight, combining these internal controls with third party monitoring of the company's operations. the independent members of the company's board of directors meet separately in executive session at each regular meeting of the board and also meet separately in executive session with each of the company's auditors, vice president of internal audit, chief financial officer and general counsel. the independent members of the board have designated a presiding director for such sessions who is responsible for communicating to the chief executive officer and senior management all concerns that arise during executive session. governor miller currently serves as the presiding director. in addition, all committee agendas and all agendas for meetings of the board of directors are provided in advance to all independent members of the board. the members are encouraged to review the proposed agenda items and to add additional items of concern or interest. members of the board of directors also have unimpeded access to company management, mr. wynn's compensation is established and reviewed by the entirely independent compensation committee of the board. during 2009, the committee engaged the services of an independent third party compensation consultant in its evaluation of the level of compensation and benefits of employment provided to mr. wynn",1
1497,1174922,2011," mr. wynn, the company's founder, serves as the  cotb  and ceo of the company. the board of directors has determined that the combination of these roles held singularly by mr. wynn is in the best interest of all stockholders. the board believes that the issue of whether to combine or separate the offices of  cotb  and ceo is part of the succession planning process and that it is in the best interests of the company for the board to make a determination whether to combine or separate the roles based upon the circumstances. the board has given careful consideration to separating the roles of  cotb  and ceo and has determined that the company and its stockholders are best served by the current structure. mr. wynn's combined role promotes unified leadership and direction for the board and executive management and allows for a single, clear focus for the company's operational and strategic efforts. the combined role of mr. wynn as both  cotb  and ceo is balanced by the company's governance structure and policies and controls. seven of the twelve members of our board of directors satisfy the most stringent requirements of independence promulgated by nasdaq for audit committee members, and the audit, compensation, and nominating and corporate governance committees are composed entirely of independent members of the board. this structure encourages independent and effective oversight of the company's operations and prudent management of risk. in addition, the company is subject to stringent regulatory requirements and oversight, combining these internal controls with third party monitoring of the company's operations. the independent members of the company's board of directors meet separately in executive session at each regular meeting of the board and also meet separately in executive session with each of the company's auditors, vice president of internal audit, chief financial officer and general counsel. the independent members of the board have designated a presiding director for such sessions who is responsible for communicating to the ceo and senior management all concerns that arise during executive session. governor miller currently serves as the presiding director. in addition, all committee agendas and all agendas for meetings of the board of directors are provided in advance to all independent members of the board. the members are encouraged to review the proposed agenda items and to add additional items of concern or interest. members of the board of directors also have unimpeded access to company management. mr. wynn's compensation is established and reviewed by the compensation committee, all of whose members are independent. during 2010, the compensation committee engaged the services of an independent third party compensation consultant, pay governance, in its evaluation of the level of compensation and benefits of employment provided to mr. wynn. for the reasons stated above and as a result of the structure, policies and procedures outlined above, and in light of the historical success of mr. wynn's leadership, the board has concluded that the current board leadership structure is in the best interest of the company and its stockholders.",1
1498,1174922,2011,"mr. wynn, the company's founder, serves as the chairman and chief executive officer of the company. the board of directors has determined that the combination of these roles held singularly by mr. wynn is in the best interest of all stockholders. the board believes that the issue of whether to combine or separate the offices of chairman of the board and chief executive officer is part of the succession planning process and that it is in the best interests of the company for the board to make a determination whether to combine or separate the roles based upon the circumstances. the board has given careful consideration to separating the roles of chairman and chief executive officer and has determined that the company and its stockholders are best served by the current structure. mr. wynn's combined role promotes unified leadership and direction for the board and executive management and allows for a single, clear focus for the company's operational and strategic efforts. the combined role of mr. wynn as both chairman and chief executive officer is balanced by the company's governance structure and policies and controls. seven of the twelve members of our board of directors satisfy the most stringent requirements of independence promulgated by nasdaq for audit committee members, and the audit, compensation, and nominating and corporate governance committees are composed entirely of independent members of the board. this structure encourages independent and effective oversight of the company's operations and prudent management of risk. in addition, the company is subject to stringent regulatory requirements and oversight, combining these internal controls with third party monitoring of the company's operations. the independent members of the company's board of directors meet separately in executive session at each regular meeting of the board and also meet separately in executive session with each of the company's auditors, vice president of internal audit, chief financial officer and general counsel. the independent members of the board have designated a presiding director for such sessions who is responsible for communicating to the chief executive officer and senior management all concerns that arise during executive session. governor miller currently serves as the presiding director. in addition, all committee agendas and all agendas for meetings of the board of directors are provided in advance to all independent members of the board. the members are encouraged to review the proposed agenda items and to add additional items of concern or interest. members of the board of directors also have unimpeded access to company management. mr. wynn's compensation is established and reviewed by the compensation committee, all of whose members are independent. during 2010, the compensation committee engaged the services of an independent third party compensation consultant, pay governance, in its evaluation of the level of compensation and benefits of employment provided to mr. wynn. for the reasons stated above and as a result of the structure, policies and procedures outlined above, and in light of the historical success of mr. wynn's leadership, the board has concluded that the current board leadership structure is in the best interest of the company and its stockholders. ",1
1499,1175483,2015,"the company does not have a policy to separate the roles of ceo and  cotb , as the board of directors believes it is in the best interests of the company to make that determination based on the position and direction of the company and the membership of the board. mr. edens served as the company's ceo and  cotb  until february 2007. since that time, mr. edens has served solely as  cotb , an arrangement that allows us to profit from his extensive knowledge of the company and its industry. our current  ceo , mr. riis, also serves as a director, a structure that permits him to focus on the management of the company's day-to-day operations while still fostering communication between the company's management and the board of directors. the company does not have a lead independent director. the officers and directors of the company review, approve and ratify transactions with related parties pursuant to the procedures outlined in the company's policy on related party transactions, which was formally adopted in february 2011. when considering potential transactions involving a related party that may require board approval, our officers notify our board of directors in writing of the proposed transaction, provide a brief background of the transaction and schedule a meeting with the full board of directors to review the matter. at such meetings, our president, chief financial officer and other members of management, as appropriate, provide information to the board of directors regarding the proposed transaction, after which the board of directors and management discuss the transaction and the implications of engaging a related party as opposed to an unrelated third party. if the board of directors (or specified directors as required by applicable legal requirements) determines that the transaction is in the best interests of the company, it will vote to approve the company's entering into the transaction with the applicable related party, which vote is evidenced by a written resolution of the board of directors. ",0
1500,1175505,2018,"our board separated the positions of ceo and  cotb  effective january 1, 2018 in connection with aron m. knickerbocker's promotion to president and ceo of the company and elected to retain a lead independent director. our board believes that the separation of the positions of ceo and  cotb  reinforces the independence of the board from management, creates an environment that encourages objective oversight of management's performance and enhances the effectiveness of our board as a whole. prior to 2018, the board determined of chief and  cotb , along with a strong lead independent and oversight of the company to facilitate of both our board and management. though it does not have current plans to do so, our board may combine the roles of ceo and  cotb  again in the future if it believes that would be in the best interest of the company and its stockholders. lewis t. williams, our current executive  cotb  and former president and  ceo , presides over of our board and holds such other powers and carries out such other as are customarily carried out by the of the board of directors of a company. dr. williams to our board due to the perspective and experience he brings as our former chief and the founder of the mark d. mcdade currently as our lead independent and presides of regularly scheduled meetings which only our independent present. as lead independent director, mr. mcdade as a liaison management and the works in conjunction with the executive  cotb  and ceo to plan and set schedules and agendas for board meetings, and performs such additional as our board may determine and delegate. our independent in executive no less of our board each year. the lead independent of the any time, and the lead independent an executive of a majority of the independent the purpose of these to promote open and candid among non-employee",1
1501,1175535,2010,"our board believes that our ceo is best situated to serve as  cotb  because he is the trustee most familiar with the company's business and industry, and most capable of effectively identifying strategic priorities and leading the discussion and execution of strategic initiatives. independent trustees and management have different perspectives and roles in strategy development. our independent trustees bring experience, oversight and expertise from outside our company and industry, while the ceo brings company-specific experience and expertise. we believe that consolidating our leadership structure without a lead independent trustee provides an efficient and effective management model, which fosters direct accountability, effective decision-making and alignment of corporate strategy between our board and management. one of the key responsibilities of the board is to develop strategic direction and hold management accountable for the execution of strategy once it is developed. the board believes the combined role of  cotb  and ceo is in the best interest of shareholders because it provides the appropriate balance between strategy development and independent oversight of management.",1
1502,1177648,2014,"the following table contains biographical information as of december 1, 2013 about the nominees for class i director and current directors whose terms of office will continue after the annual meeting. two of our current class i directors, marc goldberg and david poorvin, at their request are not being nominated for reelection at the upcoming annual meeting and will end their term of office effective as of february 5, 2014. accordingly, dr. luly, who is currently a class ii director, is being nominated to be elected as a class i director at the annual meeting. the table includes information provided by the continuing directors individually as to their age, current position, principal occupation and experience for the past five years, and the names of other publicly-held companies for which they currently serve as a director or have served as a director during the past five years. current sec rules require us to discuss briefly the specific experience, qualifications, attributes or skills that led the board to conclude that each director or nominee for director should serve on our board of directors. we have provided this discussion in a separate paragraph immediately below the biographical information provided for each director. as you read the disclosure, please keep in mind that any specific qualification, attribute or skill that is attributed to one director should not necessarily imply that other directors do not possess that qualification, attribute or skill. furthermore, this disclosure does not impose on any director any duties, obligations or liability that are greater than the duties, obligations, and liability imposed on each other member of the board. because the discussion of the specific experience, qualifications, attributes or skills of a director is to be made each year in light of the company's business and structure at that time, the content of this discussion may change for one or more directors in future years. our board of directors has determined that each of the current directors, as well as those standing for re-election, are independent directors as defined by applicable nasdaq stock market standards governing the independence of directors, except for jay r. luly, our president and CEO . our bylaws and corporate governance guidelines provide our board of directors with flexibility to combine or separate the positions of cotb and CEO and/or the implementation of a lead director in accordance with its determination that utilizing one or the other structure would be in the best interests of our company. at the current time, we do not have a cotb . our board of directors believes that oversight of our company is the responsibility of our board of directors as a whole, and this responsibility can be properly discharged without a cotb . the CEO is responsible for setting the strategic direction for our company and the day-to-day leadership and performance of the company.",0
1503,1178879,2010,"in the fourth quarter of 2009, our board formed a special committee to evaluate whether it is in the best interests of the company to appoint john f. crowley as cotb in addition to his duties as CEO . following an extensive evaluation process that included interviews with each director of the company and members of senior management, the special committee recommended to the board that the roles of cotb and CEO be combined, with mr. crowley being appointed to such position. in february 2010, upon the recommendation of the special committee, and after careful consideration, the board elected mr. crowley as cotb in addition to his role as CEO to succeed donald j. hayden, jr. simultaneous with mr. crowley's election to cotb , the board appointed mr. hayden as lead independent director. as lead independent director, mr. hayden is responsible for, among other things: leading executive sessions of the board's independent directors, advising the independent board committee chairs in fulfilling their responsibilities to the board, assisting the board and the company's officers in complying with the company's governance guidelines, and overseeing the process of evaluating, developing and compensating the CEO . the company chose to combine the cotb and CEO positions because it believes that, at this critical juncture in the company's development, mr. crowley is best suited to oversee the development and implementation of the company's strategic vision. mr. crowley's appointment as cotb also reflects the board's confidence in his leadership and vision for the company and recognizes his accomplishments since joining the company. however, the company wished to maintain the strong independent leadership provided by mr. hayden during his tenure as cotb . the company believes that by creating a lead independent director position held by mr. hayden, it has designed a governance structure that best advances the objectives of the company while maintaining proper checks and balances on senior management, and providing the independent members of the board with open and transparent communication regarding the company's strategic planning activities.",0
1504,1178879,2012," our board has reviewed the materiality of any relationship that each of our directors has with amicus, either directly or indirectly. based on this review, the board has determined that the following directors are 'independent directors' as defined by the rules and regulations of the nasdaq stock market llc ('nasdaq'): messrs. hayden, raab and sblendorio, drs. barer, barrett and topper and ms. mcglynn. during 2011, we underwent a series of changes in our leadership structure related to mr. crowley's brief resignation as  cotb  and ceo from april 2011 to august 2011 and mr. patterson's tenure as acting ceo during that time. the specific changes were as follows: the company combines the  cotb  and ceo positions because it believes that, at this critical juncture in the company's development, mr. crowley is best suited to oversee the development and implementation of the company's strategic vision including our planned transition from a development stage entity into a commercial biotechnology company. mr. crowley's tenure as  cotb  also reflects the board's confidence in his leadership and vision for the company and recognizes his accomplishments since joining the company. however, the company wished to maintain the strong independent leadership provided by mr. hayden during his tenure as  cotb . the company believes that by creating a lead independent director position held by mr. hayden, it has designed a governance structure that best advances the objectives of the company while maintaining proper checks and balances on senior management, and providing the independent members of the board with open and transparent communication regarding the company's strategic planning activities. ",0
1505,1178970,2012,"the board of directors believes that combining the  cotb  and ceo positions, together with the appointment of an independent lead director, is the appropriate board leadership structure for provident. the board of directors believes that the ceo is most knowledgeable about provident's business and corporate strategy and is in the best position to lead the board of directors, especially in relation to its oversight of corporate strategy formation and execution. management accountability and the board's independence from management are best served by maintaining a super majority of independent directors, electing an independent lead director, and maintaining standing board committees that are comprised of independent leadership and members. the lead director plays an important role on the board of directors and has the following responsibilities: schedules executive sessions of the non-management directors without management present at least two times each year and advises the  cotb  of the schedule for such executive sessions. with input from the non-management directors, develops agendas for, and presides over the executive sessions. the lead director provides the  cotb  with timely feedback from the executive sessions where appropriate. acts as the principal liaison between the non-management directors and the  cotb  on issues relating to the working relationship between the board and management, including providing input as to the quality, quantity and timeliness of information provided by management in order to ensure that the conduct of board meetings allows adequate time for discussion of important issues and that appropriate information is made available to the board on a timely basis. provides input to the  cotb  regarding board meeting agendas and meeting materials based on requests from the non-management directors. attends board committee meetings as a non-member at the invitation of the respective committee chair.",1
1506,1182325,2014," has been a member of our board of directors since september 2002. since january 2000, mr. kokos has served as president, ceo and a director of vfa, inc., a provider of solutions for facilities capital planning and spend management. prior to his tenure at vfa, mr. kokos served as president and ceo of empirical software, inc., a software start-up company focusing on service level management solutions, from 1998 to 2000. from 1996 to 1998, mr. kokos served as executive vice president of the investors services group at first data corporation, a payment processing company. mr. kokos holds a b.s. from the united states coast guard academy and an m.b.a. from yale university, and is designated a board leadership fellow by the national association of corporate directors (nacd). prior to his business career, mr. kokos served in the u.s. coast guard for nine years, achieving the rank of lieutenant commander. we believe that mr. kokos' qualifications to sit on our board of directors include a detailed understanding of enterprise solution providers, which is directly relevant to our business, and expertise in the management of complex technology companies. albert r. subbloie, jr., our  ceo , is also the  cotb . we believe that having the same individual hold both positions is in the best interests of tangoe and our stockholders and consistent with good corporate governance for the following reasons: our board of directors believes that approval of the proposed amendment to the 2011 plan is in the best interests of our company and our stockholders. a copy of the 2011 plan giving effect to the proposed amendment, with the proposed new text underlined, bolded and italicized and the proposed deleted text struck out, is attached as ",1
1507,1185348,2014,"the structure of our board leadership consists of a  cotb  (who is also our ceo ), strong independent committee chairs and a lead independent director, who is elected by the independent directors and whom we refer to as our lead director. our board believes that the current board leadership structure, in which the roles of  cotb  and ceo are held by one person, is best for the company and its stockholders at this time. as  cotb  and ceo , mr. fredrickson is able to utilize the in-depth focus and perspective gained in running the company to effectively and efficiently guide our directors, while also working closely with mr. roberts, the lead director. however, the board does review the appropriateness of this structure on a regular basis. our lead director coordinates the activities of the other independent directors to ensure strong independent oversight of management; facilitates information flow and communication by acting as a liaison between the directors and management; chairs all meetings of the board during executive session; and is authorized to call meetings of the independent directors and retain any outside advisors and consultants who report directly to the board. the board believes that strong, independent board leadership is a critical aspect of effective corporate governance; therefore the independent directors meet in executive session at each regular board meeting.",1
1508,1195734,2014,"our board of directors currently consists of eight members, comprised of aylwin lewis, vann avedisian, peter bassi, gerald gallagher, dan ginsberg, marla gottschalk, bryant keil and dan levitan. we are currently conducting a search for additional board members. our certificate of incorporation provides that our board of directors shall consist of not more than twelve directors, with the exact number as determined from time to time by resolution of the board. our board is divided into three classes with staggered terms. mr. lewis, mr. bassi and ms. gottschalk are class i directors with an initial term expiring at this 2014 annual meeting of stockholders. the class i directors are current nominees for election for a term expiring at our 2017 annual meeting of stockholders. mr. levitan and mr. avedisian serve as class ii directors with an initial term expiring at the 2015 annual meeting of stockholders. at such meeting, the class ii directors will be elected for a term expiring at our 2018 annual meeting of stockholders. mr. avedisian has chosen to stay on the board for up to 18 months following the completion of our initial public offering which occurred in october 2013. mr. keil, mr. gallagher and mr. ginsberg serve as class iii directors with an initial term expiring at the 2016 annual meeting of stockholders. at such meeting, the class iii directors shall be elected for a term expiring at our 2018 annual meeting of stockholders. mr. keil has chosen to stay on the board for up to two years following the completion of our initial public offering. at our 2018 annual stockholder meeting, our classified board structure will be phased out and, beginning at such meeting, all directors shall be elected for a term expiring at the next annual stockholder meeting. our amended and restated bylaws (our bylaws ) provide that directors may only be removed for cause. to remove a director for cause, 66-2/3% of the voting power of the outstanding voting stock must vote as a single class to remove the director at an annual or special meeting. additionally, our certificate of incorporation provides that, if a director is removed or if a vacancy occurs due to either an increase in the size of the board or the death, resignation, disqualification or other cause, the vacancy will be filled solely by the affirmative vote of a majority of the remaining directors then in office, even if less than a quorum remain. mr. lewis serves as both our ceo and our  cotb . our board of directors has carefully considered its leadership structure and believes at this time that the company and its stockholders are best served by having one person serve both positions. we believe that combining the roles fosters accountability, effective decision-making and alignment between interests of the board of directors and management. mr. lewis also is able to use the in-depth focus and perspective gained in his executive function to assist our board of directors in addressing both internal and external issues affecting the company. our board of directors determined as part of our corporate governance principles, and as required in our bylaws, that the board of directors shall appoint one independent director to serve as lead independent director. mr. gallagher is our lead director and his responsibilities include presiding over periodic meetings of our independent directors and overseeing the function of our board of directors and committees. the bylaws also provide that the chairperson of each of our committees will rotate at least once every three years. our board of directors believes that these and other structural features provide for substantial independent oversight of the company's management. our board of directors recognizes that depending on future circumstances, other leadership models may become more appropriate. accordingly, our board of directors will continue to periodically review its leadership structure. ",0
1509,1195734,2014,"our board of directors currently consists of eight members, comprised of aylwin lewis, vann avedisian, peter bassi, gerald gallagher, dan ginsberg, marla gottschalk, bryant keil and dan levitan. we are currently conducting a search for additional board members. our certificate of incorporation provides that our board of directors shall consist of not more than twelve directors, with the exact number as determined from time to time by resolution of the board. our board is divided into three classes with staggered terms. mr. lewis, mr. bassi and ms. gottschalk are class i directors with an initial term expiring at this 2014 annual meeting of stockholders. the class i directors are current nominees for election for a term expiring at our 2017 annual meeting of stockholders. mr. levitan and mr. avedisian serve as class ii directors with an initial term expiring at the 2015 annual meeting of stockholders. at such meeting, the class ii directors will be elected for a term expiring at our 2018 annual meeting of stockholders. mr. avedisian has chosen to stay on the board for up to 18 months following the completion of our initial public offering which occurred in october 2013. mr. keil, mr. gallagher and mr. ginsberg serve as class iii directors with an initial term expiring at the 2016 annual meeting of stockholders. at such meeting, the class iii directors shall be elected for a term expiring at our 2018 annual meeting of stockholders. mr. keil has chosen to stay on the board for up to two years following the completion of our initial public offering. at our 2018 annual stockholder meeting, our classified board structure will be phased out and, beginning at such meeting, all directors shall be elected for a term expiring at the next annual stockholder meeting. our amended and restated bylaws (our bylaws ) provide that directors may only be removed for cause. to remove a director for cause, 66-2/3% of the voting power of the outstanding voting stock must vote as a single class to remove the director at an annual or special meeting. additionally, our certificate of incorporation provides that, if a director is removed or if a vacancy occurs due to either an increase in the size of the board or the death, resignation, disqualification or other cause, the vacancy will be filled solely by the affirmative vote of a majority of the remaining directors then in office, even if less than a quorum remain. mr. lewis serves as both our CEO and our cotb . our board of directors has carefully considered its leadership structure and believes at this time that the company and its stockholders are best served by having one person serve both positions. we believe that combining the roles fosters accountability, effective decision-making and alignment between interests of the board of directors and management. mr. lewis also is able to use the in-depth focus and perspective gained in his executive function to assist our board of directors in addressing both internal and external issues affecting the company. our board of directors determined as part of our corporate governance principles, and as required in our bylaws, that the board of directors shall appoint one independent director to serve as lead independent director. mr. gallagher is our lead director and his responsibilities include presiding over periodic meetings of our independent directors and overseeing the function of our board of directors and committees. the bylaws also provide that the chairperson of each of our committees will rotate at least once every three years. our board of directors believes that these and other structural features provide for substantial independent oversight of the company's management. our board of directors recognizes that depending on future circumstances, other leadership models may become more appropriate. accordingly, our board of directors will continue to periodically review its leadership structure. ",0
1510,1201663,2014,"although our board of directors does not have a formal policy on whether or not the roles of the  cotb  and ceo should be separate or whether the  cotb  may otherwise be an employee of the company, the board of directors has determined that having two different individuals serve in the roles of  cotb  and ceo is in the best interest of the company's stockholders at this time. mr. santos currently serves as our ceo and mr. gyani currently serves as the  cotb  of our board. the ceo is responsible for setting the strategic direction for the company and the day-to-day performance of the company, while the  cotb  provides overall leadership to the board of directors. this leadership structure allows the ceo to focus on his operational responsibilities, while keeping a measure of independence between the oversight function of the board of directors and those operating decisions.",0
1511,1201792,2013,"our corporate governance guidelines specify that the board shall select its chairperson based on the board's determination of what is then in the best interests of the company. historically, the company has split the positions of the chairperson of the board and ceo because we believe that this structure is appropriate given the differences between the two roles in our current management structure. our  ceo , among other duties, is responsible for setting the strategic direction for the company and the day to day leadership and performance of the company, while the chairperson of the board, among other responsibilities, provides guidance to the  ceo , and presides over meetings of the full board. we believe that ms. halle's qualifications to serve on our board include her multifaceted experiences in online education as ceo of calvert education services, a provider of accredited distance education programs, in media as chief financial officer and vice president of new business development for times mirror interactive, a digital media subsidiary of the former times mirror company and financial consulting as a senior management consultant at an international accounting and professional services firm. ms. halle is also a 2011 national association of corporate directors board leadership fellow, having completed a comprehensive program of study for experienced corporate directors spanning leading practices for boards and committees.in 2009, the compensation committee adopted a revised non-employee director compensation policy after consulting with towers watson. under this policy, our non-employee directors received an annual retainer of $32,250 and each committee chair received an additional annual retainer of $5,000, except for the chair of the audit committee, whose additional annual retainer was $10,000. in 2011, towers watson presented a review of director compensation compared to other similarly sized companies. the compensation committee determined not to change the overall policy, other than to increase the additional annual retainer for the chairs of the audit, compensation and nominating and governance committees to $11,000, $8,500 and $5,500, respectively, beginning with the third quarter of 2012. in addition to the amounts above, the non-employee chairperson of the board receives an additional annual retainer of $20,000, and the vice-chairperson of the board receives an additional $10,000. mr. everett and mr. weglicki, the chairperson and vice-chairperson of the board, respectively, did not receive separate retainers related to their respective service as chairs of committees. ",0
1512,1204560,2010,"the board has a policy that the positions of  cotb  and ceo should be held by different persons. the board has determined that having an independent director serve as  cotb  is in the best interests of the company, promoting enhanced board oversight as well as active independent director participation in setting board meeting agendas and establishing board priorities and procedures. this policy is subject to review in the future based on the company's then-current circumstances and board membership. pursuant to a separation agreement effective may 17, 2008, mr. maguire resigned as the company's ceo and  cotb . pursuant to the separation agreement, mr. maguire was entitled to serve as the company's  cotb  emeritus through may 2010. this arrangement was terminated by the company in may 2010. also on may 17, 2008, mr. maguire entered into a consulting agreement with the company for a term of two years. this consulting agreement terminated pursuant to its terms in may 2010. ",0
1513,1209028,2013,"mr. billings has served as our  cotb  and ceo since april 2005. we believe that the most effective board leadership structure for our company at the present time is for the ceo to serve as  cotb  in conjunction with the appointment of a non-management lead independent director as described below. we believe that combining the positions of  cotb  and ceo provides us with decisive and effective leadership. in his capacity as  cotb , mr. billings is the person best suited to set the agendas, priorities and procedures of the board and to lead discussions of our strategy due to his in-depth knowledge of our business and operations. in addition, we believe combining the positions of  cotb  and ceo makes clear who is responsible for managing our business, under the oversight and review of the board. the board, in coordination with the nominating and governance committee, regularly engages in management succession planning and development in order to ensure continuity in senior management. the board retains the authority to modify this structure to best advance the interests of our shareholders, if circumstances warrant such a change. the board also believes that our existing corporate governance practices achieve independent oversight and management accountability. these governance practices are reflected in our corporate governance guidelines and individual committee charters and include the following: a substantial majority of the board members are independent; each of the audit, compensation and nominating and governance committees is comprised entirely of independent directors; the board has a non-management lead independent director, mr. altobello, with the responsibilities described below; and the independent directors meet at least quarterly in executive session without management present.",1
1514,1210227,2014,"we have traditionally operated with separate ceo and  cotb  positions. the board believes that having separate persons serving as ceo and  cotb , as well as having a majority of independent directors, provides the optimal board leadership structure for our company and our shareholders. the  ceo 's responsibility is to manage the company and the  cotb 's responsibility is to lead the board. thomas r. sloan is currently serving as  cotb . all of the members of the board of directors are independent under nasdaq listing requirements, with the exception of w. swope montgomery, jr., who is the former ceo and has a consulting agreement with the company; richard d. callicutt ii, who is the president and ceo of the company; and james t. bolt, jr., who is an executive vice president of the bank. the company has four standing committees: executive, nominating and corporate governance, audit, and compensation. all but the executive committee is made up entirely of independent directors. richard d. callicutt ii serves on the executive committee. the bank has asset/liability management and loan committees. the duties of the company's committees and the qualifications of the independent directors are described below. the nominating and corporate governance committee, as part of its annual review, evaluates the board leadership structure and board performance and reports its findings to the whole board.",0
1515,1219210,2010,"our board of directors has determined that having a non-management director serve as  cotb  is in the best interest of our stockholders at this time. the structure ensures a greater role for the independent directors in the oversight of our company, including the oversight of risks, and active participation of the independent directors in setting agendas and establishing priorities and procedures for our board. since the departure of our founding ceo , the board has had a general policy that the positions of  cotb  and ceo should be held by different people as an aid in the board's oversight of management. the board believes that there may be advantages to having a non-management  cotb  for matters such as communications and relations between the board, the ceo , and other senior management; in assisting the board in reaching consensus on particular strategies and policies; and in facilitating robust director, board, and ceo evaluation processes. until mr. gulett's resignation from the board and as our ceo on april 27, 2010, ikanos board consisted of the ceo , mr. gulett, and six non-management directors, of which five were independent directors. following mr. gulett's resignation, mr. banatao was appointed executive  cotb  and interim president and ceo . prior to this appointment, one of mr. banatao's roles as  cotb  was to oversee and manage the board and its functions, including setting meeting agendas in consultation with the ceo and running board meetings. in this regard, mr. banatao and the board in their advisory and oversight roles were particularly focused on assisting the ceo and senior management in seeking and adopting successful business strategies and risk management policies, and in making successful choices in management succession. although mr. banatao is currently our interim president and ceo , we expect the board's advisory and oversight roles will continue as they have in the past. ) was designed for executive officers (excluding the vice president of worldwide sales) to align executive performance with overall company goals and thus to stockholders interests, to create incentives for the different members of the executive team to perform in a complementary manner to achieve the same goals, and to motivate the achievement of financial results above and beyond planned goals. the bonus plan was based on a combination of company financial performance objectives as well as subjective individual goals set by our ceo in consultation with each bonus plan participant. each named executive officer's cash bonus under the bonus plan was based upon a percentage of his base salary as set forth in the following table: ",0
1516,1224133,2010,board leadership structure the board of directors does not have a specific policy regarding the separation of the roles of CEO and  COTB  as the board believes it is in the best interest of the company to make that determination based on the position and direction of the company and the membership of the board. the board of directors has determined that having the company's CEO serve as  COTB  is in the best interest of the company's stockholders coupled with significant involvement and authority vested in an outside independent board member - the vice  COTB . ,0
1517,1224133,2013,"the board of directors does not have a specific policy regarding the separation of the roles of ceo and  cotb  as the board believes it is in the best interest of the company to make that determination based on the position and direction of the company and the membership of the board. the board of directors is responsible for the control and direction of the company. the board of directors represents the company's stockholders and its primary purpose is to build long-term stockholder value. the chair of the board is selected by the board and currently is the ceo of the company, russell c. horowitz. the board of directors believes that this leadership structure is appropriate for the company given mr. horowitz's role in founding the company and his significant ownership stake. the board of directors believes that this leadership structure improves the board's ability to focus on key policy and operational issues and helps the company operate in the long-term interests of its stockholders. in addition, the independent directors on the board have appointed a vice  cotb  from the board's independent directors, currently mr. hanauer. the vice  cotb  presides over the executive sessions of the independent directors, chairs board meetings in the chair's absence, and provides direction on agendas, schedules and materials for board meetings that will be helpful to the independent directors. our unified  cotb  and ceo position is augmented by our vice  cotb  and is balanced by the independence of the majority of our directors, and our three fully independent board committees which provide appropriate oversight in the areas described above. at executive sessions of independent directors, these directors speak candidly on any matters of interest, without the ceo or other managers present. we believe this structure provides consistent and effective oversight of our management and the company.",1
1518,1226308,2010,"board leadership our corporate governance guidelines state that the board is free to choose its chair in any manner that is in the best interests of the company at the time. when the chair of the board also serves as the company's  CEO , as mr. kirchner does, or when the chair is not independent, the board, by majority vote of the independent directors, may designate an independent director to serve as the ""lead independent director."" mr. agin currently serves as the lead independent director. the lead independent director (if so designated) is responsible for coordinating the activities of the independent directors. the designation of a lead independent director is intended to facilitate communication between the independent directors and the chair/ CEO  and not to diminish the ability of any other independent director to communicate directly with the chair/ CEO  at any time. the board believes that this leadership structure is best for the company at the current time, as it appropriately balances the need for the CEO to run the company on a day-to-day basis with significant involvement and authority vested in an outside independent board member the lead independent director. the role of our lead independent director is fundamental to our decision to combine the CEO and chair of the board positions. our lead independent director assumes many functions traditionally within the purview of a cotb . under our corporate governance guidelines, our lead independent director must be independent, and the specific responsibilities of the lead independent director (if so designated) are as follows: act as a principal liaison between the independent directors and the chair of the board on sensitive issues; develop the agenda for and moderate executive sessions of the board's independent directors; provide feedback to the chair of the board regarding matters discussed in executive sessions of the independent directors; work in collaboration with the chair of the board in developing the agendas for board meetings; consult with the chair of the board as to an appropriate schedule of board meetings, seeking to ensure that the independent directors can perform their duties responsibly while not interfering with the flow of company operations; consult with the chair of the board as to the quality, quantity, and timeliness of the flow of information from company management that is necessary for the independent directors to effectively and responsibly perform their duties; preside at any meeting of the board at which the chair of the board is not present; and work in collaboration with the nominating/corporate governance committee and the chair of the board with respect to the implementation and periodic review and, as appropriate, alteration of the company's corporate governance guidelines. ",0
1519,1230276,2014,"board leadership structure our board of directors is committed to strong, independent leadership and believes that objective oversight of management performance is a critical aspect of effective corporate governance. a substantial majority of our board members are independent directors, under nyse listing standards, sec rules and our corporate governance guidelines; our standing board committees (audit, compensation and nominating and corporate governance) are comprised solely of and chaired by independent directors; and, our independent directors meet in executive session without management in connection with each regularly scheduled meeting of the board of directors. our board of directors is responsible for determining its leadership structure. currently, the cotb , mr. kennedy, also serves as our CEO and president. the board of directors believes that our company and our stockholders are best served by maintaining the flexibility to have any person serve as cotb based on what is in the best interests of our company and our stockholders at a given point in time, and therefore the board of directors does not support placing restrictions on who may serve as its cotb . our corporate governance guidelines provide that one of our independent directors should serve as a lead independent director at any time when the CEO serves as the cotb , or if the cotb is not otherwise independent. because mr. kennedy is our cotb , CEO and president, the independent members of our board of directors have appointed mr. kavner as lead independent director to preside over periodic executive sessions of our independent directors, serve as a liaison between our cotb and the independent directors and perform such additional duties as set forth in our corporate governance guidelines and as our board of directors may otherwise determine and delegate. mr. kavner has served as our lead independent director since march 2010. our board of directors regularly deliberates and discusses its appropriate leadership structure and the role and responsibilities of the cotb and the lead independent director based upon the needs of our company to provide effective, independent oversight of management performance.   ",0
1520,1232241,2011,"our corporate governance guidelines provide that the board reserves the right to vest the responsibilities of  cotb  and  ceo , or ceo , in the same individual if in its judgment that circumstance is in the best interest of the company. in such circumstances, the board will designate a lead director to preside at the meetings of the independent director executive sessions. currently, the positions of  cotb  and ceo are combined. the board has determined that this combined role most appropriately suits our company at this time because mr. smith, our ceo , is the person best qualified to serve as  cotb  given his long history with the company and his skills and experience within the industries in which we operate. the board believes that there is no single best organizational model that would be most effective in all circumstances and therefore retains the authority to modify this structure to best address the company's individual circumstances as and when appropriate. to supplement the combined  cotb  and ceo position, the board has created a lead director role. the lead director is an independent and empowered director who is appointed by the independent directors and who works closely with the  cotb . in addition to serving as the principal liaison between the independent directors and the  cotb  and ceo , the primary responsibilities of the lead director are as follows: the full board is responsible for the oversight of the company's operational risk management process. at least annually, the board directs senior management to prepare an enterprise risk assessment report for delivery to the board that addresses the major operational risks facing each of the company's operating businesses. the enterprise risk assessment report is presented directly to the board at a regularly scheduled board meeting by members of senior management, who are available to discuss issues with the directors. follow-up discussions as deemed appropriate are scheduled with members of senior management and the full board or the audit committee. the audit committee and the full board further review and comment on the draft risk factors for disclosure in our annual report on form 10-k or quarterly reports on form 10-q and utilize the receipt of such draft risk factors to initiate discussions with appropriate members of the company's senior management if such risk factors raise questions or concerns about the status of operational risks then facing the company. the board relies on the audit committee to address significant financial risk exposures facing the company and the steps management has taken to monitor, control and report such exposures, with appropriate reporting of these risks to be made to the full board. the board relies on the compensation committee to address significant risk exposures facing the company with respect to compensation, also with appropriate reporting of these risks to be made to the full board. the board's role in the oversight of the company's risk management has not affected the board's determination that the combined ceo / cotb  position is the most appropriate leadership structure for the company at this time. ",1
1521,1232524,2010,"bruce cozadd has served as our  cotb  since the founding of jazz pharmaceuticals in 2003. he became our  ceo , in addition to his role as  cotb , upon the departure of dr. saks, our former ceo who was also a founder, in april 2009. we believe that a combined  cotb / ceo  role helps provide strong, unified leadership for our management team and optimizes communication with our board of directors. mr. cozadd has a history, throughout the existence of our company, of communicating on a regular basis with the independent members of our board of directors. the board believes that the ceo is best suited to serve as  cotb  of our company because he is the member of the board who is most familiar with our business as a whole, and the most capable of identifying and bringing to the attention of the full board the strategic priorities and key issues facing jazz pharmaceuticals. as a person who has spent many years in executive management, and many years serving as a director of public companies as well as private companies and non-profit organizations, he brings both the directorial and operational perspectives to the combined position. we are a small company, with constrained financial resources, and our board of directors is actively involved in our key business decisions. we believe that having a single leader for our company is good for our business, efficiently and effectively promotes the strategic direction and development of our company, provides the most efficient form of communication with our board and promotes the active participation of our independent board members on a regular basis. we therefore believe that a combined  cotb / ceo  position is currently the best governance model for our company. our board of directors is comprised of eleven directors, of whom nine are independent. individuals affiliated with our earliest and longest term stockholders, and of our largest stockholder, are members of our board of directors, providing continuity, a long-term understanding of our business, and active involvement with our management team as our company has matured. our independent board members meet without management after each regularly scheduled board meeting, and also conduct more informal meetings and discussions among themselves between meetings. when they do talk without management participation, one of them agrees to, and does, update management on the discussions. depending on the issue, one or another of them will take the lead in communicating with management. while there is no formal lead independent director, several directors have played this role on different issues, providing management with insight and expertise. the board of directors has three standing committees an audit committee, a compensation committee, and a nominating and corporate governance committee. each of these committees is comprised solely of independent directors, and each committee has a separate chair. our audit committee is responsible for reviewing and reporting to the board on the company's risk management, and receives reports from our general counsel and our chief regulatory and compliance officer at each regularly scheduled audit committee meeting. our full board receives regular reports concerning these reviews from the audit committee at board meetings, and also receives reports concerning material risks and concerns from our general counsel and our chief regulatory and compliance officer at board meetings if there are material matters to be discussed, or if there are significant updates on outstanding matters. our compensation committee approves all compensation plans for jazz pharmaceuticals, and ensures that there are appropriate incentives for meeting both short-term and long-term objectives and increasing stockholder value over time. our nominating and corporate governance committee reviews the qualifications of all new directors and recommends to the full board whether the board should elect or nominate them. finally, our full board of directors approves all of our material transactions, with full discussion and debate, and a review of the risks and rewards of the proposed transaction. we believe that our directors provide effective oversight of risk management, especially through the work of the audit committee, the ongoing dialogue between the full board and our  cotb / ceo , and the active participation in important company matters by our independent directors.",1
1522,1232582,2013,"our board of directors has the flexibility to determine the appropriate leadership structure for our company. in making decisions related to our leadership structure, specifically when determining whether to have a joint ceo and  cotb  or to separate these offices, the board considers many factors, including the specific needs of the company in light of its current strategic initiatives and the best interest of stockholders. in january 2013, mr. archie bennett retired from his position as  cotb , and our board of directors determined that mr. monty j. bennett was the best candidate to fill the role of  cotb  as well as continue to serve as our  ceo . in making the determination to combine the role of  cotb  and  ceo , the board took into consideration the company's strategic initiatives, mr. monty bennett's expertise in the hospitality industry, which he has developed over the last 20 years, and the company's superior performance, as evidenced by total stockholder return, during mr. bennett's tenure as  ceo . the combined role of  cotb  and ceo is both counterbalanced and enhanced by an independent director serving as the lead director, strong and active independent directors comprising two-thirds of our board, our fully-independent committees and our governance policies. our board believes that combining the roles of  cotb  and ceo is beneficial because it allows a single person to provide clear and unambiguous leadership and serve as an effective and efficient bridge between the board and management. the board has recognized the potential conflicts of interest that could arise by having the same person serve as  cotb  and ceo and has taken the additional steps necessary to strengthen the board leadership structure by amending the corporate governance guidelines to, among other things, provide the lead director with the specific duties and responsibilities outlined above. to further minimize the potential for future conflicts of interests the board must maintain a two-thirds majority of independent directors at all times and must also comply with each of the following existing policies to mitigate potential conflicts of interest: our board of directors must hold at least two regularly scheduled meetings per year for the non-management directors, at least one of which must include only independent directors. at these meetings, the independent directors review strategic issues for consideration by the full board of directors, including future agendas, the flow of information to directors, management progression and succession, and our corporate governance guidelines. these meetings also serve as the forum for the annual evaluation of the performance of the  ceo , the annual review of the  ceo 's plan for management succession and the annual evaluation of the performance of the board. effective in january 2013, the board appointed mr. murphy as lead director, and he currently presides at such meetings. prior to january 2013, mr. edelman was our lead director. our charter contains a requirement that any transaction or agreement involving us, our wholly-owned subsidiaries or our operating partnership and a director or officer or an affiliate of any director or officer will require the approval of a majority of the disinterested directors. our board adopted a policy at the time of our initial public offering that requires all material management decisions related to the management agreement with remington lodging & hospitality, llc be approved by a majority of the independent directors. our charter provisions, governance policies and conflicts of interest policies are designed to provide a strong and independent board that provides balance to the ceo and  cotb  positions and ensure independent director input and control over matters involving potential conflicts of interest. the board believes the current leadership structure of the company with mr. bennett serving as both ceo and  cotb  provides a very well-functioning and effective balance between strong company leadership and appropriate safeguards and oversight by independent directors. the board believes that the company can more effectively execute its strategic initiatives and maximize shareholder value at this time if the  cotb  is also the  ceo .",0
1523,1235468,2013," currently, mr. angrick serves as  cotb  and  ceo . the board presently believes that it is in the best interests of the company for a single leader to serve as  cotb  and  ceo . combining the roles of  cotb  and ceo makes clear that the person serving in these roles has primary responsibility for managing our business, under the oversight and review of the board. under this structure, the  cotb  and ceo chairs board meetings during which the board discusses strategic and business issues. the board believes that this approach makes sense because the ceo is the individual with primary responsibility for developing our business strategy, directing the work of other officers and leading implementation of our strategic plans as approved by the board. as a result of this structure, a single leader is directly accountable to the board and, through the board, to our stockholders. this structure also enables the ceo to act as the key link between the board and other members of management. in addition, the board believes that it is in our best interests at this time to have mr. angrick serve as both our  cotb  and ceo because of mr. angrick's familiarity with our business and history of outstanding leadership. mr. angrick co-founded the company and has served as  cotb  and ceo since 2000. the board also believes that strong, independent board leadership is a critical aspect of effective corporate governance. in this regard, the independent directors meet in executive session without management present at least four times per year, and the board has established the position of lead director. the lead director is an independent director elected by the independent directors whose responsibility is to chair these executive sessions. the lead director also leads and sets the agenda for these executive sessions, provides input to the  cotb  and ceo on the agenda for full board meetings and provides collective feedback from the members of the board to the  cotb  and ceo . mr. kramer currently serves as the lead director. in addition, each of the audit, corporate governance and nominating and compensation committees is composed of and led by independent directors. the board believes that a single leader serving as  cotb  and ceo , together with an experienced lead director, is the most appropriate leadership structure for the board at this time. the board reviews the structure of the board and the board's leadership as part of the succession planning process, and the board may in its discretion separate the roles in the future if it deems it advisable and in the company's best interests to do so. the board believes that our leadership structure, discussed under 'board leadership' above, supports the risk oversight function of the board. we have a combined  cotb  and ceo who keeps the board informed about the risks we face. in addition, independent directors chair and serve on the various committees involved with risk oversight. we also encourage open communication between senior management and directors. ",1
1524,1237831,2013,"david c. paul, our founder and ceo ( ceo ), is the  cotb  of our board of directors. we believe that combining the ceo and  cotb  positions helps ensure that our board of directors and management act with a common purpose. we believe that combining the positions provides a single, clear chain of command to execute our strategic initiatives and business plans and reduces the risk of divided leadership, which could interfere with good decision-making or weaken our ability to develop and implement strategy. in addition, we believe that a combined ceo and  cotb  is better positioned to act as a bridge between management and our board of directors, maintaining the regular flow of information. we also believe that it is important to have a  cotb  with an extensive history with and knowledge of the company (as is the case with our ceo ) as compared to a relatively less informed independent  cotb . we do not have a lead independent director.",1
1525,1241199,2013,"until december 2012, we operated under a board leadership structure with mr. delaney, our founder and former executive  cotb  serving as  cotb . however, following mr. delaney's december 19, 2012 resignation, our board re-evaluated its leadership structure, determined that it would be preferable for one of our independent directors to serve as  cotb  and elected william g. byrnes to serve as  cotb . mr. byrnes has served on the board and as  cotb  of our audit committee since 2003. he has also served as presiding independent director since 2007. in his role as  cotb , mr. byrnes's responsibilities include: chairing meetings of the company's board of directors and the annual meeting of stockholders; approving board agendas and meeting schedules and ensuring appropriate information flow; acting as liaison between the non-management members of the board and management; meeting periodically with the ceo for informal discussion concerning major issues involving the company; and providing input to the compensation committee and the nominating and governance committee concerning the performance of the  ceo . the board has evaluated its leadership structure and determined that the independence of the  cotb  and the chief executive best serves the company at this time because it allows for independent oversight of management, increases management accountability and encourages an objective evaluation of management's performance relative to compensation. separation of the roles of  cotb  and ceo enhances the independence of the board from management and mitigates potential conflicts of interest. in addition, the board believes that the separation of roles allows the ceo to focus on his duties of enhancing shareholder value and expanding and strengthening the company's business. our principles of corporate governance, which are available on our website, provide for a majority of directors to be independent from management and include standards for the determination of director independence. it also specifies additional considerations for the board in determining the independence of any director who will serve on the compensation committee, noting that the board considers all factors specifically relevant to determining whether the director has a relationship to the company which is material to that director's ability to be independent from management in connection with the duties of a compensation committee member, including but not limited to: the source of compensation of such director, including any consulting, advisory or other compensatory fee paid by the company to such director; and whether such director is affiliated with the company, a subsidiary of the company or an affiliate of a subsidiary of the company. when considering any affiliate relationship a director has with the company, a subsidiary of the company, or an affiliate of a subsidiary of the company, in determining his or her independence for purposes of compensation committee service, the board considers whether the affiliate relationship places the director under the direct or indirect control of the company or its senior management, or creates a direct relationship between the director and members of senior management, in each case of a nature that would impair his ability to make independent judgments about the company's executive compensation.",0
1526,1253955,2010,"the board is currently chaired by the president and ceo of the company, mr. soran. the board has also appointed mr. beeler as lead independent director. the board believes that combining the positions of ceo and  cotb  helps to ensure that the board and management act with a common purpose. the board believes that combining the positions of ceo and  cotb  provides a single, clear chain of command to execute our strategic initiatives and business plans. in addition, the board believes that a combined  ceo / cotb  is better positioned to act as a bridge between management and the board, facilitating the regular flow of information. the board also believes that it is advantageous to have a  cotb  with an extensive history with and knowledge of the company (as is the case with our ceo who was one of our founders). the board appointed mr. beeler as the lead independent director in october 2008 to help reinforce the independence of the board as a whole. the position of lead independent director has been structured to serve as an effective balance to a combined  ceo / cotb . the lead independent director is empowered to, among other duties and responsibilities, provide general leadership of the affairs of the independent directors, preside over board meetings in the absence of the  cotb  and during independent director closed session portions of the meetings, preside over and establish the agendas for meetings of the independent directors, and act as liaison between the  cotb  and the independent directors. the board believes that the lead independent director can help ensure the effective independent functioning of the board in its oversight responsibilities. in addition, the board believes that the lead independent director is better positioned to build a consensus among directors and to serve as a conduit between the other independent directors and the  cotb , for example, by facilitating the inclusion on meeting agendas of matters of concern to the independent directors.",1
1527,1255474,2013,"the position of board  cotb  is filled by our  ceo . we believe this combined leadership structure is appropriate for our company because our  cotb  and ceo (i) conveys a singular, cohesive message to our stockholders, employees, industry partners and the investment community and (ii) eliminates any ambiguity as to who is accountable for company performance. our directors and management team engage frequently and directly in the flow of information and ideas and we believe our combined leadership structure facilitates the quality, quantity and timeliness of the information flow and communication. . the purpose of the whiting petroleum corporation 2013 equity incentive plan (the plan ) is to promote the best interests of whiting petroleum corporation (together with any successor thereto, the company ) and its stockholders by providing key employees and non-employee directors of the company and its affiliates (as defined below) with an opportunity to acquire a proprietary interest in the company, receive monetary payments based on the value of the company's shares, or receive other incentive compensation. it is intended that the plan will promote continuity of management and increased incentive and personal interest in the welfare of the company by those key employees who are primarily responsible for shaping and carrying out the long-range plans of the company and securing the company's continued growth and financial success. in addition, by encouraging stock ownership by directors who are not employees of the company or its affiliates, the company seeks to attract and retain on its board of directors persons of exceptional competence and to provide a further incentive to serve as a director of the company. ",1
1528,1257640,2010,"leadership structure of the board of directors and non-management and independent director meetings . as discussed before, harold c. simmons serves as our cotb and steven l. watson serves as our CEO . pursuant to our amended and restated corporate governance guidelines, our independent directors are entitled to meet on a regular basis throughout the year, and will meet at least once annually, without the participation of our other directors who are not independent. while we do not have a lead independent director, the cotb of our audit committee presides at all of the meetings of our independent directors. the board of directors believes its leadership structure is appropriate for a controlled company under the nyse listing standards. in 2009, we complied with the nyse requirements for meetings of our non-management and independent directors. ",1
1529,1257640,2010,". as discussed before, harold c. simmons serves as our  cotb  and  ceo . pursuant to our amended and restated corporate governance guidelines, our independent directors are entitled to meet on a regular basis throughout the year, and will meet at least once annually, without the participation of our other directors who are not independent. while we do not have a lead independent director, the  cotb  of our audit committee presides at all of the meetings of our independent directors. the board of directors believes its leadership structure is appropriate for a controlled company under the nyse listing standards. in 2009, we complied with the nyse requirements for meetings of our non-management and independent directors. ",1
1530,1259515,2014,"our amended and restated certificate of incorporation and bylaws provide that the number of our directors shall be fixed from time to time by a resolution of the majority of our board of directors. immediately prior to the annual meeting our board of directors will consist of seven members. our board of directors is divided into three staggered classes of directors as nearly equal in number as possible. one class is elected each year at the annual meeting of stockholders for a term of three years. the term of the class i directors expires at the annual meeting. the term of the class ii directors expires at the 2015 annual meeting and the term of the class iii directors expires at the 2016 annual meeting. after the initial terms expire, directors are expected to be elected to hold office for a three-year term or until the election and qualification of their successors in office. the following presents our current directors, their respective term on the board of directors, ages and positions and as of april 15, 2014: our board of directors currently believes that our company is best served by combining the roles of  cotb  and  ceo , coupled with a lead independent director. our board of directors believes that as  ceo , mr. plaehn is the director most familiar with our business and industry and most capable of effectively identifying strategic priorities and leading discussion and execution of strategy. our independent directors bring experience, oversight and expertise from outside the company, while our ceo brings company-specific experience and expertise. our board of directors believes that the combined role of  cotb  and ceo is the best leadership structure for us at the current time as it promotes the efficient and effective development and execution of our strategy and facilitates information flow between management and our board of directors. the board of directors recognizes, however, that no single leadership model is right for all companies at all times. our corporate governance guidelines provide that the board of directors should be free to choose a chairperson of the board based upon the board's view of what is in the best interests of the company. accordingly, the board of directors periodically reviews its leadership structure. in december 2013, our board of directors appointed chris paisley as lead independent director. as the lead independent director, mr. paisley is responsible for coordinating the activities of the independent directors. among other things, the lead independent director has the following specific responsibilities: call special meetings of the independent directors and chair meetings of independent directors; act as the principal liaison between the non-employee directors and the chairperson of the board on sensitive issues; work with the chairperson of the board to develop a schedule of meetings for the board of directors and provide input with respect to meeting agendas for the board of directors and its committees; advise the chairperson of the board with respect to the quality, quantity and timeliness of the flow of information from company management; coordinate and moderate executive sessions of the independent directors; and perform such other duties as the board of directors may from time to time delegate to the lead independent director.",1
1531,1259550,2010,"board leadership structure the board, in conjunction with the nominating, compensation and corporate governance committee, has determined that it is in the best interests of the company that our  CEO , heath clarke, serve as  COTB  in light of the size of the company, the size of the overall board, and his familiarity with the company's business, strategy and the industry in general. the board believes that the dual role of  COTB  and CEO allows mr. clarke, who is deeply involved in the company's day-to-day operations, to best present to the independent directors his ideas for the company, the challenges facing the company, the opportunities available to the company, and the operations of the company. the independent directors can then utilize their collective experience, oversight and expertise in determining the strategies and priorities the company should focus its efforts on. together, the  COTB  and CEO and the independent directors make determinations about the strategic direction of the company, and management is accountable for executing the strategy. the board believes that this manner of governance appropriately balances the need for an informed and involved  COTB  with independent board oversight. in furtherance of these objectives, the independent directors meet at least four times annually in executive session without management or non-independent directors present. the board has appointed john rehfeld as lead director to preside at such meetings and to lead the board in the event a conflict of interest should arise. in the event of an actual or potential conflict of interest involving any director, including the  COTB  or lead director, both the  COTB  and lead director are both promptly informed. ",0
1532,1260990,2011,"dr. steiner, age 50, a co-founder of gtx, has served as our ceo and vice- cotb  of our board of directors since our inception in september 1997. from 1995 to 2003, dr. steiner held numerous academic appointments, including  cotb  and professor of urology, director of urologic oncology and research and the chair of excellence in urologic oncology at the university of tennessee. since 2003, dr. steiner has continued to serve on the faculty at the university of tennessee. dr. steiner holds a b.a. in molecular biology from vanderbilt university and an m.d. from the university of tennessee, and performed his surgery and urologic training at the johns hopkins hospital. dr. steiner serves as both ceo and chief scientific officer to gtx, and oversees all of gtx's product development efforts and its strategies. the board has determined that it is in the best interest of gtx to have both dr. steiner, gtx's  ceo , and mr. hanover, gtx's chief operating officer, as members of the board since these two individuals are best able to impart to the board the scientific and financial acumen essential for a complete understanding by the board of gtx's operations, strategies and developmental plans. dr. steiner's knowledge of all aspects of our business and its history, combined with his drive for innovation and excellence, position him well to serve as our ceo and vice- cotb . ",0
1533,1261694,2011,"mr. brathwaite was appointed as our lead independent director in march 2010. duties of the lead independent director include the following when appropriate: (i) collaborating with the  cotb  to schedule meetings and, together with the input of the independent directors, setting meeting agendas; (ii) presiding as the chair at executive sessions of independent directors; (iii) serving as the principal liaison between the  cotb  and independent directors on issues related to the board; (iv) briefing the  cotb  on issues arising in the executive sessions of the board and, where necessary, serving as a non-executive conduit to the  cotb  of the views, concerns and issues of the independent directors that may arise outside of board meetings; (v) participating actively in corporate governance; (vi) calling meetings of independent directors or requesting the  cotb  to call meetings of the independent directors as necessary; (vii) being available, upon specific request of the  ceo , for consultation and communication with stockholders of the company and (viii) performing such other duties as the board may, from time to time, delegate. mr. nothhaft has served as both the  cotb  and the ceo since january 2010. in his position as president and  ceo , mr. nothhaft has primary responsibility for the day-to-day operations of the company and provides consistent leadership of the company's key strategic objectives. in his role as  cotb , he sets the strategic priorities for the board, presides over its meetings and communicates its strategic findings and guidance to the other members of senior management. the board believes that the combination of these two roles provides more consistent communication and coordination throughout the organization, which results in a more effective and efficient implementation of corporate strategy. the board further believes that this combination is important in unifying the company's strategy behind a single vision. in addition, we have found that our ceo is the most knowledgeable member of the board regarding risks the company may be facing and, in his role as  cotb , is able to facilitate the board's oversight of such risks. we believe our current board leadership structure is optimal for us. our unified  cotb  and ceo position is augmented by our lead independent director and is appropriately balanced by the independence of five of our seven director nominees, and our three fully independent board committees which provide appropriate oversight in the areas described above. at executive sessions of independent directors, these directors speak candidly on any matter of interest, without the ceo or other managers present. the independent directors met five times in 2009 without management present. we believe this structure provides consistent and effective oversight of our management and the company.",1
1534,1262039,2014,"our board of directors believes that the current leadership structure provides an appropriate balance between strong leadership from our  cotb  and ceo and oversight by independent directors. in particular, this structure capitalizes on the expertise and experience of messrs. ken xie and paisley as it permits mr. xie to serve as a bridge between the board and management, helping both to act with a common purpose, and providing critical leadership for carrying out our strategy and confronting challenges, while mr. paisley ensures board independence from management and as lead independent director can call and chair meetings of the independent directors separate and apart from the  cotb . the board also believes that there may be other advantages to having a lead independent director for matters such as communications and relations between the board, the  ceo , and other senior management, and in assisting the board in reaching consensus on particular strategies and policies. messrs. ken xie and michael xie, as the only two management directors, do not participate in sessions of non-management directors, and non-management directors meet regularly in executive session without management. ",0
1535,1262279,2014,"daniel meyers, our  ceo , is also  cotb  of our board of directors. our board of directors, upon the recommendation of our nominating and corporate governance committee, determined that having the same individual hold both positions is in the best interests of the company and our stockholders and consistent with good corporate governance for the following reasons: our ceo is the director most familiar with our business, strategy and industry, and is thus best positioned to focus our board of directors on the key issues facing the company and executing strategic priorities. a single  cotb  and ceo provides strong and consistent leadership for first marblehead, without risking overlap or conflict of roles. oversight of the company is the responsibility of our board of directors as a whole, and this responsibility can be properly discharged without an independent  cotb . the combined role of  cotb  and  ceo , together with an independent lead director having the duties described below, fosters clear accountability and effective decision making while providing the appropriate balance between strategy development and independent oversight of management. our lead director can provide similar benefits to those associated with an independent  cotb . our board of directors, upon the recommendation of our nominating and corporate governance committee, has appointed dort a. cameron iii as lead director. mr. cameron is an independent director within the meaning of nyse rules. his duties as lead director include the following: chairing meetings of the non-management directors in executive session. consulting with our  cotb  and ceo on matters relating to corporate strategy, governance and our board of directors performance. facilitating communications between other members of our board of directors and our  cotb  and  ceo . working with our  cotb  and ceo in the preparation of agendas for board of directors meetings and in determining the need for special meetings of our board of directors. reviewing and, if appropriate, recommending action to be taken with respect to written communications from stockholders submitted to our board of directors. meeting with any director who is not adequately performing his or her duties as a member of our board of directors or any committee. to elect seven directors to serve for a one-year term expiring at the 2013 annual meeting of stockholders:",1
1536,1264707,2010,"we recognize that different board leadership structures may be appropriate for companies in different situations. we believe that our present structure provides strong leadership for our board, while also positioning our ceo as the leader of the company in the eyes of our employees and other stakeholders, and is the optimal structure for our company at this time. the board has an active role, as a whole and also at the committee level, in overseeing management of the company's risks. while the board oversees the company's risk management and establishes policies, company management is responsible for day-to-day risk management processes. the board and its committees administer their risk oversight function through regular, periodic reporting from and discussions with management appropriate to the nature and magnitude of the particular risk and, where appropriate, take action related to the subject matter. the audit committee oversees management of financial risks. the compensation committee oversees management of risks relating to executive compensation plans and arrangements. the nominating and corporate governance committee oversees management of risks associated with board independence and conflicts of interest. while each committee is responsible for evaluating certain risks and overseeing management of those risks, the entire board is regularly informed through committee reports about those risks. the board's leadership structure permits frank assessments and discussions of risks with the ceo , in executive sessions without the ceo and among independent directors only.we believe that our separation of the roles of  cotb  and ceo is appropriate so that we continue to have the benefit of mr. bradley's experience with the company in his leadership of the board. moreover, we believe that the  ceo 's primary responsibility is to run the company. our structure permits the chief ",0
1537,1264755,2010,"broker non-votes will not be counted as votes cast. abstentions will not be counted in determining the number of votes cast in connection with any matter presented at the annual meeting. a copy of newalliance's annual report on form 10-k for the fiscal year ended december 31, 2009 accompanies this proxy statement. newalliance is required to file the annual report on form 10-k with the securities and exchange commission. you may also view newalliance's annual report on form 10-k on newalliance's website at www.newalliancebank.com/investor/secdocs. ms. patterson generally conducts all board meetings. she also attends, but does not conduct, most board committee meetings. ms. mcnamara is consulted on the agenda for board meetings and is responsible for developing the agenda for the private executive sessions of the board which ms. patterson does not attend. ms. mcnamara chairs the private executive sessions, and debriefs ms. patterson on matters arising during such sessions. the responsibilities and duties of the lead director are set out in the charter of the governance committee. the lead director serves as a focal point of discussion among the non-management directors on key issues and concerns outside of board meetings. she serves as a limited (though by no means exclusive) channel to communicate to the  cotb , president and ceo any issues, views or concerns on the minds of the non-management directors. similarly, the lead director can serve to provide feedback from the  cotb , president and ceo to the non-management directors. the lead director may also gather input from the non-management directors on board agendas and information and discuss such matters with the  cotb , president and  ceo . this process ensures that agendas are focused on issues of importance to the non-management directors and that they are receiving the information they need to address agenda items. the lead director plays no role in newalliance operations or management. the board has determined that a combined  cotb  and ceo structure is best for newalliance at this time. combining the positions promotes clarity of leadership. it is the predominant form of governance for large companies in the united states. the board is not aware of any conclusive evidence that companies are more effective when the positions of  cotb  and ceo are divided. the structure is consistent with law, new york stock exchange requirements and best governance practices. the structure promotes effective communication between ms. patterson who, as  ceo , has the most intimate knowledge of newalliance's operations, and the entire board, with such communication being facilitated, as necessary, by ms. mcnamara, as lead director. meeting schedules are approved by the full board and special meetings of the board can be called by the directors themselves (one-third or more of the members may call a special meeting). the governance committee reviews this leadership structure and other governance issues on an annual basis. risk oversight. the board has the primary responsibility for risk oversight. the board reviews and management implements an appropriate risk management system to manage risks (i.e., to identify, assess, mitigate, monitor and communicate risks). management is responsible for identifying and assessing for the board major risks potentially affecting the business of newalliance. the board annually establishes risk tolerance levels and reviews options, as necessary, for addressing or mitigating risks. management assists the board in these responsibilities in a variety of ways, including performing an annual risk assessment under the leadership of executive vice president and chief risk officer, koon-ping chan and seeing that effective and appropriate risk mitigation is in place. the board and the audit, compliance and cra committee support and provide oversight to management in the performance of these tasks. the annual risk assessment produced by mr. chan is a comprehensive and highly structured analysis that identifies risks inherent to newalliance's business, characterizes the levels of risk and identifies risk mitigants. the board's oversight is also assisted by standing board committees in addressing the risks inherent in their respective areas of oversight. the board provides effective risk oversight through this system of management and the board committee structure and processes. as a regulated banking institution, newalliance is examined periodically by federal and state banking authorities. the results of these examinations are presented to the full board. identified issues from such examinations are tracked by management and compliance is reported to and reviewed by the audit, compliance and cra committee. these examinations, in addition to the internal compliance department reports and internal audit reports, are reviewed by the audit, compliance and cra committee and, if appropriate, the full board, and serve as additional risk management tools overseen by the board. the compensation committee also incorporates risk considerations into executive incentive compensation plans. the governance committee. the committee assists the board in the development and oversight of corporate governance policies and practices, board composition, director nominations, the annual evaluation of the performance of the board of directors and its committees, and related matters. the governance committee consists of four directors, each of whom is independent in accordance with the rules of the new york stock exchange and newalliance's corporate governance guidelines. the governance committee operates under a governance committee charter and guidelines, each of which can be found on newalliance's website by clicking on the investors tab and then clicking on the link entitled governance documents at www.newalliancebank.com. these documents also can be requested in print by calling or writing to judith e. falango, first vice president and secretary, at (203) 789-2814 or (800) 892-2096, newalliance bank, 195 church street, new haven, connecticut 06510. ms. falango can be reached by e-mail at: investorrelations@newalliancebank.com.",1
1538,1265131,2013,"except for a brief period in 2010 where mr. gerald j. ford served as interim  ceo , historically, we have separated the offices of ceo and  cotb  as a means of separating management of the company from our board of director's oversight of management. separating these roles also enabled an orderly leadership transition when mr. larry willard retired at the conclusion of 2009. we believe, at this time, that this structure provides desirable oversight of our management and affairs. we have in the past appointed, and will continue to appoint, lead independent directors as circumstances require. ",0
1539,1265888,2011,"neustar currently separates the positions of  cotb  and ceo . since november 2010, james g. cullen, one of our independent directors, has served as our  cotb . mr. cullen's roles and responsibilities as  cotb  include: leading the board in enhancing processes relating to board communications and involvement, strategy development, succession planning, mergers and acquisitions, annual budgets and risk oversight. (the board's role in risk oversight is discussed in more detail on page 15.) setting the priorities of the board and establishing agendas for board meetings; consulting with committee chairs on committee meeting frequency, length and agendas; calling and presiding over meetings of the board; chairing regular executive sessions of the independent directors; serving as a liaison between management and the other independent directors; overseeing the ceo evaluation process (led by the compensation committee); overseeing the board evaluation process (led by the nominating and corporate governance committee) and providing feedback to directors regarding their individual performance and contributions; leading the board in anticipating and responding to crises; and meeting regularly with the ceo between board meetings. separating the positions of  cotb  and ceo allows our ceo to focus on our day-to-day business, while providing the board with independent leadership in its central role of advising and overseeing management. the board believes that having an experienced and engaged independent director as  cotb  is the most appropriate structure for the board at this time. however, the board regularly reviews board and company leadership as part of the succession planning process and retains authority to combine the roles of  cotb  and ceo in the future, based on the needs and circumstances of the company at the time. in the event that these roles are combined in the future, the board will select an independent board member to serve as lead independent director.",0
1540,1267130,2013,"board leadership and structure we have a separate  COTB  and ceo. mr. r. cabela serves as our  COTB , and mr. millner serves as our ceo. the board currently believes that having a separate  COTB  and CEO provides an appropriate separation of duties and is in the best interests of our shareholders. our governance guidelines also provide for the role of lead independent director ( lead director ). mr. mccarthy currently serves as lead director. the lead director is selected by the independent directors on the board to serve a one-year term as lead director. the lead director's roles and responsibilities include: developing, with input from the other independent directors, the agenda for executive sessions involving only the independent directors; presiding over executive sessions involving only the independent directors and, at the request of the  COTB , other meetings of the board; facilitating communication between the independent directors and the company's management; and approving, in consultation with the  COTB  and ceo, the agenda and materials for each board meeting. the lead director may, in appropriate circumstances, call meetings of the independent directors and communicate with various constituencies that are involved with the company. the board believes that its leadership structure is appropriate because having the lead director involved in setting agendas and communicating with management provides the appropriate balance between strategy development and independent oversight of management. time is allotted at each board meeting for an executive session involving only our independent directors. all of our non-management directors are independent. the lead director or, in his absence, the independent director with the most seniority on the board who is present serves as the presiding director at each executive session. ",1
1541,1267238,2010,"in line with corporate governance best practices and the interests of shareholders, our board has been chaired by an independent director since assurant became a publicly traded company in 2004. additionally, each of the board committees is chaired by an independent director. the company has made effective risk management a key ongoing corporate objective. based on the recommendation of the management committee, the compensation committee identified the achievement of specified goals related to enterprise risk management as components of the annual incentive plan targets for executives in 2009 and 2010. as a specialty insurance company, assurant faces risks that could have a material adverse effect on its business, financial condition and results of operations. for detailed information on these risks, please see the section entitled ""risk factors"" in the 2009 form 10- k. because the risks faced by the company span a wide variety of disciplines, both senior management and the board are involved in oversight of the company's risk management policies and practices. as described below and consistent with their charters, the committees of the board oversee risk management in specific areas. as appropriate, the committees of the board also convene joint meetings and regularly discuss issues with the entire board. the company's risk management activities are coordinated by the enterprise risk management committee (the ""ermc""), which includes managers from across the company with knowledge of the company's business activities. the ermc develops risk assessment and risk management policies, facilitates reporting and prioritizing in the assessment of risk, and coordinates with the company's business unit risk committees, risk and advisory services department, and other corporate committees and departments charged with functions related to risk management. the ermc reports regularly to the chief executive officer and presents its work periodically both to the board and to the audit committee. the ermc also provides its meeting minutes to the full board regularly for its review. during 2009, the audit committee, with the assistance of an independent consultant, conducted a review and evaluation of the company's enterprise risk management structure and made recommendations for enhancements. the audit committee focuses on risks relating to the company's financial reporting, legal compliance, ethics and fraud deterrence, and internal controls and procedures. the audit committee regularly reviews the company's financial statements and public disclosures, receives updates from corporate committees focused on the aforementioned risk areas, discusses the company's risk assessment and risk management guidelines and reviews the effectiveness of the company's internal control environment and compliance program. the company has structured its internal reporting relationships such that the senior vice president of risk and advisory services, who oversees the company's internal audit function, reports directly to the chair of the audit committee as well as to the executive vice president, chief legal officer and secretary. the finance and investment committee (the ""finance committee"") focuses on risks related to the company's investment, financing and capital management activities. the committee regularly reviews risks, policies, strategies and outcomes in the aforementioned areas with the treasurer and chief investment officer. the committee also periodically reviews the company's property catastrophe reinsurance program, which addresses a key source of risk in the company's specialty property business segment. the compensation committee focuses on risks in areas such as executive retention and compensation plan design. the compensation committee, with the assistance of towers watson, has undertaken a risk review of the company's compensation plans, policies and practices for all employees, including the company's executive officers. in the course of this review, the compensation committee did not identify any risks that are reasonably likely to have a material adverse effect on the company. the nominating committee oversees the management of risk in areas such as management and board succession, as provided for in its charter",0
1542,1267395,2013,"mr. jones has over 24 years of experience within the financial services sector. he is the former ceo of a number of large, regulated, international financial services groups, such as gartmore investment management and coutts natwest group and has served as  cotb  in a number of other financial services companies. as a result, mr. jones provides the board leadership for a complex, global and regulated financial services business such as ours. we have separate ceo and  cotb  positions in the company. we believe that while the ceo is responsible for the day-to-day management of the company, the  cotb , who is not an employee of the company and who is not part of the company's management, provides the appropriate leadership role for the board and is able to effectively facilitate the contribution of non-executive directors and constructive interaction between management (including executive directors) and the non-executive directors in assessing the company's performance, strategies and means of achieving them. as part of his leadership role, the  cotb  is responsible for the board's effectiveness and sets the board's agenda in conjunction with the  ceo . ",0
1543,1267602,2012,"our board of directors is led by our  cotb . the  cotb  chairs all board meetings (including executive sessions), approves board agendas and schedules and oversees board materials. the  cotb  also acts as liaison between the independent directors and management, approves board meeting schedules and oversees the information distributed in advance of board meetings, is available to our outside corporate counsel to discuss and, as necessary, respond to stockholder communications to our board of directors and calls meetings of the independent directors. we believe that having different people serving in the roles of  cotb  and ceo is an appropriate and effective organizational structure for our company.",0
1544,1269021,2014,"the board has appointed mr. renton  cotb . prior to our initial public offering ( ipo ) in may 2013, dr. homcy served as co-chair. the  cotb  has the authority, among other things, to preside over board meetings, including meetings of the independent directors, to set meeting agendas and to determine materials to be distributed to the board. accordingly, the board chair has substantial ability to shape the work of the board. the company believes that separation of the positions of board chair and ceo reinforces the independence of the board in its oversight of the business and affairs of the company. in addition, the company believes that having an independent  cotb  creates an environment that is more conducive to objective evaluation and oversight of management's performance, increasing management accountability and improving the ability of the board to monitor whether management's actions are in the best interests of the company and its stockholders. as a result, the company believes that having an independent  cotb  can enhance the effectiveness of the board as a whole. ",0
1545,1273685,2013,"pursuant to our corporate governance guidelines, our board of directors has not established a fixed policy regarding the separation of the roles of ceo and  cotb . instead, the board believes this determination is part of the succession planning process and should be considered upon the appointment or re-appointment of a  ceo . currently, we separate the roles of the ceo and  cotb  of our board of directors. ",0
1546,1273931,2013,"the company's amended and restated certificate of incorporation provides that each director of the company is elected for a one-year term by the vote of a majority of the voting power of the then outstanding common stock voted with respect to the director. subject to certain rights of the investors, the number of directors on the board shall be fixed by a majority of the whole board, but shall not be more than seventeen nor less than three. if a vacancy occurs, including as a result of an increase in the authorized number of directors, the vacant directorship may be filled by the affirmative vote of a majority of the remaining directors for a term expiring at the next annual meeting of stockholders, subject to certain rights provided to the investors under the purchase agreement. each director holds office until a successor has been duly elected and qualified. the board of directors is currently comprised of ten members: five independent directors (as defined below), four board representatives and pamela h. patsley,  cotb  and  ceo , or ceo , of the company. j. coley clark, victor w. dahir, ambassador antonio o. garza, ann mather and w. bruce turner currently serve as independent directors on the board. an independent director means a director or director nominee who satisfies all standards for independence under the new york stock exchange, inc., or nyse, listing standards and any other applicable laws. messrs. hagerty, jaeckel, lawry and rao currently serve as board representatives, pursuant to the rights of the investors under the purchase agreement. pamela h. patsley, the company's ceo , serves as our  cotb . with the exceptions of ms. mather and mr. jaeckel, each of the company's current directors is seeking re-election at the 2013 annual meeting of stockholders. ms. mather has indicated her intention not to stand for re-election at the 2013 annual meeting of stockholders due to the time and travel requirements related to continued service on the company's board. the human resources and nominating committee has engaged an outside search firm to assist in locating a new independent director to join the board. mr. jaeckel has indicated his intention not to stand for re-election at the 2013 annual meeting of stockholders. information about the nominees is set forth in part three proposals to be voted on at the 2013 annual meeting proposal 1: election of directors in this proxy statement. the company does not have a lead independent director. the board does, however, choose one non-management director to preside over each executive session of non-management directors. the company has at various points in its history had a combined  cotb  and ceo , and has also maintained separate  cotb  and ceo positions. in september 2009, the board appointed ms. patsley to serve as  cotb  and ceo of the company. at this time, we believe that a combined  cotb  and ceo is the most desirable approach for the company because it creates efficiencies and enables the ceo to act as a bridge between management and the board, thereby promoting greater accountability and a unified approach to the development and execution of the company's strategy.",1
1547,1274057,2010,"board leadership structure our board of directors is committed to adopting governance policies and practices that promote the most effective and ethical management of the company. in that regard, the board believes that it is important to retain maximum flexibility to determine the company's optimal leadership structure and to choose the best qualified person to serve in the offices of CEO and cotb . at this point in time, our independent directors have determined that our CEO , who has primary responsibility for managing our company day to day, is in the best position to act as cotb and to ensure that key business issues, risks and other important matters are brought to the board's attention. mr. begley is our cotb and CEO . our board believes it has other governance policies and practices in place to provide strong independent oversight of management and the company's operations and strategy. for example, our board includes nine independent directors, with mr. begley being the only non-independent director, and routinely meets in executive session, at which only the independent directors are present. in addition, our board's committee structure also provides strong independent oversight of management. our corporate governance guidelines provide that if the duties of the cotb and CEO are combined, the independent directors will elect a lead director. the independent directors have elected mr. bailey as our lead independent director. as our lead director, mr. bailey is responsible for the following: coordinating the activities of the independent directors and, as appropriate, communicating with the independent directors between meetings; presiding at all meetings of the independent directors, and taking the lead role in communicating any feedback to the CEO ; assisting with the recruitment of board candidates, and with establishing committee memberships and committee chairs; working with committee chairs, as necessary, to ensure committee work is conducted at the committee level and appropriately reported to the board; recommending consultants and outside advisors to the board, as necessary or appropriate; serving as a mentor to the CEO and collaborating with the cotb and CEO on setting board meeting schedules and agendas; and assisting with the oversight of the annual performance evaluation of the board and the CEO . in addition, the lead director will serve as interim cotb in the event of an unforeseen vacancy. ",0
1548,1274057,2011,"our board of directors is committed to adopting governance policies and practices that promote the most effective and ethical management of the company. in that regard, the board believes that it is important to retain maximum flexibility to determine the company's optimal leadership structure and to choose the best qualified person to serve in the offices of ceo and  cotb . at this point in time, our independent directors have determined that mr. begley, our ceo from 2004 to 2011, who has had primary responsibility for managing our company day to day during that time period, is in the best position to act as  cotb  and to ensure that key business issues, risks and other important matters are brought to the board's attention. our board believes it has other governance policies and practices in place to provide strong independent oversight of management and the company's operations and strategy. for example, our board includes eight independent directors, and routinely meets in executive session, at which only the independent directors are present. in addition, our board's committee structure also provides strong independent oversight of management. in march 2011, the company announced that the board had elected f. michael ball as hospira's ceo, effective march 28, 2011. the board believes that mr. begley is in the best position to act as  cotb  so as to help ensure a seamless transition to the new ceo. our corporate governance guidelines provide that if the duties of the  cotb  are vested in someone other than an independent director, the independent directors will elect a lead director. the independent directors elected mr. bailey as our lead independent director. as our lead director, mr. bailey is responsible for the following: coordinating the activities of the independent directors and, as appropriate, communicating with the independent directors between meetings; presiding at all meetings of the independent directors, and taking the lead role in communicating any feedback to the  ceo ; assisting with the recruitment of board candidates, and with establishing committee memberships and committee chairs; working with committee chairs, as necessary, to ensure committee work is conducted at the committee level and appropriately reported to the board; recommending consultants and outside advisors to the board, as necessary or appropriate; serving as a mentor to the ceo and collaborating with the  cotb  and ceo on setting board meeting schedules and agendas; and assisting with the oversight of the annual performance evaluation of the board and the  ceo . in addition, the lead director will serve as interim  cotb  in the event of an unforeseen vacancy. mr. bailey's term as lead director will end in may 2011. at that time, mr. staley will become lead director. ",0
1549,1274057,2012," our board of directors is committed to adopting governance policies and practices that promote the most effective and ethical management of the company. in that regard, the board believes that it is important to retain maximum flexibility to determine the company's optimal leadership structure and to choose the best qualified person to serve in the offices of ceo and  cotb . in 2011, the independent directors considered its leadership structure in connection with the announced retirement in january 2012 of our former ceo and executive chair, mr. begley. at that time, the board determined that the designation of an independent, non-executive chair is the optimal leadership structure for the company because it provides the board with independent leadership and allows mr. ball, the company's ceo since march 2011, to concentrate on the company's business operations. the independent directors elected mr. staley as the non-executive chair.",0
1550,1274494,2011,"the board's current leadership structure separates the position of  cotb  and  ceo . michael j. ahearn served as the company's ceo and  cotb  during 2009 until being succeeded as ceo by robert j. gillette on october 1, 2009. since such date, mr. ahearn has served as the  cotb , and he served as executive  cotb  (an executive officer position) through december 31, 2010. effective january 1, 2011, mr. ahearn resigned from the executive  cotb  position and now serves solely as our  cotb . the board and the nominating and governance committee determined that the structure was appropriate in that it enabled mr. gillette, then relatively new to the solar industry, to focus on the complexities associated with the role of ceo in our rapidly growing company, while enabling mr. ahearn, a founder and industry veteran, to continue to provide leadership on public policy and at the board level. although the roles of ceo and  cotb  are currently separated, the board has not adopted a formal policy requiring such separation. in general, the board believes that the right structure should be informed by the needs and circumstances of the company, its board and its stockholders at a given point in time, and that the board should remain adaptable to shaping the leadership structure as those needs change. given the identity of the incumbents and the growth and challenges facing our company, the board determined that the current structure, with the roles of ceo and  cotb  separated, was appropriate under the current circumstances. ",0
1551,1275158,2014,"kevin reddy serves as  cotb  and as  ceo . our board of directors believes that the current board leadership structure, coupled with a strong emphasis on board independence, provides effective independent oversight of management while allowing the board and management to benefit from mr. reddy's extensive executive leadership and operational experience, including his many years of experience as a restaurant operating company executive and his experience and familiarity with our business as  ceo . independent directors and management sometimes have different perspectives and roles in strategy development. our independent directors bring experience, oversight and expertise from outside of our company, while messrs. reddy and kinsey bring company-specific experience and expertise. the board of directors believes that mr. reddy's combined role enables strong leadership, creates clear accountability and enhances our ability to communicate our message and strategy clearly and consistently to stockholders.",1
1552,1275229,2010,"as a development stage company, our resources are limited and we believe that our current structure of a combined chair of the board and ceo is appropriate. the board believes that when we become an operating company having an independent chair would be advisable and intends to recruit an independent chair of the board. ) from the company, after consultation with counsel, of the happening of any event that makes any statement made in the registration statement or related prospectus untrue or which requires the making of any changes in such registration statement or prospectus so that they will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein in light of the circumstances under which they were made not misleading, purchaser shall forthwith discontinue disposition of registrable securities pursuant to such registration statement until purchaser's receipt of the copies of the supplemented or amended prospectus (which the company shall use commercially reasonable efforts to prepare and distribute promptly) or until it is advised in writing by the company that the use of the prospectus may be resumed, and has received copies of any additional or supplemental filings which are incorporated by reference in the prospectus. notwithstanding anything to the contrary in this agreement, upon the delivery of a suspension notice the company may delay the filing of any required amendment or supplement to the registration statement if: (a) in the good faith and reasonable judgment of the board of the company, after consultation with counsel, disclosure of such amended information could be seriously detrimental to the company, and the board of the company concludes, as a result, that it is in the best interest of the company to defer the filing of such amendment or supplement at such time, and (b) the company furnishes to purchaser a certificate signed by the ceo of the company stating that in the good faith judgment of the board of the company, it could be seriously detrimental to the company for such amendment or supplement to be filed at such time and that it is, therefore, in the best ",1
1553,1275791,2011,"board leadership the company's  CEO , mr. gal trifon, also serves as  COTB  of our board of directors. mr. trifon, who is also co-founder of mediamind, possesses unique skills that combine in depth understanding of our technology, as the original technology architect, with vast knowledge of the industry, and extensive business development experience. due to such qualities, the board of directors chose to elect him as  COTB  in addition to his role as  CEO . we believe that this is the appropriate leadership structure, considering our size and the high level of technical knowledge required to manage the company. in addition, five out of our seven board members are independent under the nasdaq marketplace rules. the independent directors, as well as our audit committee, which is comprised of three independent directors, play a major role in our risk oversight, which supports this determination, as detailed below under the captions ",0
1554,1276591,2010,"we currently have separate individuals serving as our  cotb  and our principal executive officer. dr. hirsch has served as  cotb  since december 2004 and dr. moll has served as our ceo since our inception in september 2002. while the board believes the separation of these positions has served our company well, and intends to maintain this separation where appropriate and practicable, the board does not believe that it is appropriate to prohibit one person from serving as both  cotb  and  ceo . ",0
1555,1278027,2013,"currently, we separate the roles of  cotb  and  ceo . separating these roles allows our ceo to focus on the day-to-day management of our business and our  cotb , an independent director, to lead the board and focus on providing advice and independent oversight of management. given the time and effort that is required of each of these positions and our preference to have an independent director lead our board, we currently believe it is best to separate these roles. however, neither our bylaws nor our corporate governance guidelines requires that we separate these roles and the board does not have a policy on whether the same person should serve as both the ceo and  cotb  or, if the roles are separate, whether the  cotb  should be selected from the non-management directors. our board believes that it should have the flexibility to make these determinations from time to time in the way that it believes best to provide appropriate leadership for our company under then existing circumstances. stockholders, employees and all other interested parties may communicate with a member or members or committee of the board of directors by addressing their correspondence to the board member or members or committee c/o corporate secretary, b&g foods, inc., four gatehall drive, parsippany, nj 07054 or by e-mail to corporatesecretary@bgfoods.com. our corporate secretary will review the correspondence and will determine, in his good faith judgment, which stockholder communications will be relayed to the board of directors, any committee or any director. our corporate secretary has the authority to discard or disregard any inappropriate communications or to take other appropriate actions with respect to any such inappropriate communications. subject to the foregoing, mail addressed to 'board of directors' or 'non-management directors' will be forwarded to the  cotb . recognizing that director attendance at our annual meetings can provide our stockholders with a valuable opportunity to communicate with board members about issues affecting our company, we encourage our directors to attend each annual meeting of stockholders. all directors attended the 2011 annual meeting and we anticipate that all directors will attend the 2012 annual meeting.",0
1556,1278752,2013,"the 1940 act requires that at least a majority of the company's directors not be interested persons (as defined in the 1940 act) of the company. currently, six of the company's eight directors are independent directors. the  cotb  is an interested person of the company, and the independent directors have designated a lead independent director who chairs meetings or executive sessions of the independent directors, reviews and comments on board of directors meeting agendas, represents the views of the independent directors to management and facilitates communication among the independent directors and their counsel and between management and the independent directors. the board of directors has determined that its leadership structure, in which 75% of the directors are not affiliated with aim, is appropriate in light of the services that aim and its affiliates provide to the company and potential conflicts of interest that could arise from these relationships.",0
1557,1279363,2011,"the board has adopted a policy that the positions of ceo and  cotb  shall be held by different individuals. this policy will continue unless the board affirmatively determines, based on the facts and circumstances and acting in its business judgment, that it is in the best interest of the company for the positions to be held by a single individual. as stated in the company's corporate governance guidelines, the board believes that this matter is part of succession planning and that it is in the best interest of the company for the board to evaluate this policy and make a determination when it elects a  ceo . during 2010, the roles of executive  cotb  and ceo of the company were held by two different individuals, charles g. berg and alec cunningham, respectively, both of whom were considered executive officers of the company. mr. berg's employment term ended effective december 31, 2010, so he is no longer an executive officer of the company. mr. berg has served as the company's non-executive  cotb  since january 1, 2011. the board of directors believes that its current policy and practice of having the positions of ceo and  cotb  held by different individuals provides an effective leadership model for the company at this time and provides the benefit of the distinct abilities and experience of both individuals. although mr. berg is no longer an executive officer of the company, he cannot be considered independent under the rules of the nyse until at least three years after the end of his employment relationship with the company. the board believes that many elements of the board's governance structure ensure a strong, independent board even though the board does not have an independent  cotb . for example, the board has determined that each of its directors and nominees, other than messrs. berg and cunningham, is independent. the board believes that the independent directors provide effective oversight of management, and the independent directors regularly meet in executive sessions. the board has designated kevin f. hickey as lead director to preside over executive sessions of our independent directors. the general authority and responsibilities of the lead director include presiding at all meetings of the board when the  cotb  is not present; serving as a liaison between the  cotb  and the independent directors; approving the agenda and meeting schedules sent to the board and calling meetings of the independent directors. in addition, mr. hickey has been designated the lead director for purposes of receiving communications from interested parties pursuant to the corporate governance rules of the nyse and from stockholders pursuant to sec rules. you may express your concerns by contacting the lead director through the communication channels set forth in the section entitled ",0
1558,1280058,2011,"we have historically separated the position of  cotb , currently independent director andrew m. leitch, and that of  ceo , currently marc e. chardon. while the board believes the separation of these positions has served the company well, and intends to maintain this separation where appropriate and practicable, the board does not believe that it is appropriate to prohibit one person from serving as both  cotb  and  ceo . we believe our leadership structure is appropriate given the size of our company in terms of number of employees, mr. leitch's experience in boards of directors and management skills and mr. chardon's historical experience and understanding of our company and industry. ",0
1559,1280263,2016,"in evaluating mr. tan's independence, the board considered mr. tan's position as president and ceo of cadence design systems, inc., or cadence, with whom we have several agreements to provide us with design tools. however, the board noted that mr. tan did not derive any direct or indirect material benefit from such agreements, mr. tan did not participate in the negotiation of these agreements and our board believes that such agreements are in our best interest and on terms no less favorable than could be obtained from other third parties. in addition, the board noted that the dollar amounts of payments to cadence pursuant to these agreements will not constitute a material percentage of the revenue of cadence, or of our revenue or total operating expenses. the board is currently chaired by dr. wang, the president and ceo of ambarella. we believe that combining the positions of ceo and  cotb  helps to ensure that the board and management act with a common purpose. in our view, separating the positions of ceo and  cotb  has the potential to give rise to divided leadership, which could interfere with good decision-making or weaken our ability to develop and implement strategy. instead, we believe that combining the positions of ceo and  cotb  provides a single, clear chain of command to execute our strategic initiatives and business plans. in addition, we believe that a combined ceo and  cotb  is better positioned to act as a bridge between management and the board, facilitating the regular flow of information. ",1
1560,1280452,2018,"the company has eight board members, six of which the board has determined are independent and two of which are insiders. the board has designated one of the independent directors, mr. chang, as the lead director because our president and  ceo , mr. hsing, also serves as the  cotb . we believe that the number of independent, experienced directors that make up our board, along with the independent oversight of our lead director, benefits the company and our stockholders by providing a we recognize that different board leadership structures may be appropriate for different companies. we believe that our current board leadership structure is optimal for us. our leadership structure demonstrates to our employees, suppliers, customers and other stakeholders that we are governed by strong, balanced leadership, with a single person setting the tone for the board and management and having primary responsibility for managing our day-to-day operations. this message is increasingly important as we continue to seek to achieve business success through new product releases and gaining market share in our industry. at the same time, our leadership structure sends the message that we also value strong, independent oversight of our management operations and decisions in the form of our lead director. further, having a single leader for both the company and the board eliminates the potential for strategic misalignment or duplication of efforts, and provides clear leadership for the company. the board is primarily responsible for the oversight of risks that could affect the company. the company's senior management team, which conducts the company's day-to-day risk management, is responsible for assisting the board with its risk oversight function. this oversight is conducted principally through committees of the board, as disclosed in the descriptions of each of the committees below and in the charters of each of the committees, but the full board has retained responsibility for general oversight of risk. the board satisfies its responsibility by requiring each committee chair to regularly submit reports regarding the committee's considerations and actions, as well as by requiring officers responsible for oversight of particular risks within the company to submit regular reports. as these reports are submitted independent of review by mr. hsing, our president and ceo and the  cotb  of our board, the board believes that its conduct of its risk oversight function has no impact on the board's leadership structure other than to reinforce the involvement of the board in ongoing management of the company. as discussed above the positions of  cotb  and president and ceo are held by the same person and the board has appointed a lead director, mr. herbert chang. mr. chang's roles and responsibilities as the lead director include: ",1
1561,1281761,2010,"in december 2009, c. dowd ritter announced his retirement as chairman and chief executive officer of regions effective march 31, 2010. the board elected president and chief operating officer o. b. grayson hall, jr. to succeed mr. ritter as chief executive officer and elected earnest w. deavenport, then independent lead director of regions, to serve as non- executive chairman of the board upon mr. ritter's retirement. the board believes this is the appropriate leadership structure for regions given the transition in executive management and the continuing challenges faced by financial services companies today. the board plans to periodically consider its leadership structure in conjunction with its nominating and corporate governance committee. at its meeting in december 2009, the board elected independent lead director earnest w. deavenport, jr. as non- executive chairman effective april 1, 2010 upon the retirement of c. dowd ritter on march 31, 2010. at that time, regions' corporate governance principles provided that the chair of the nominating and corporate governance committee would also serve as the independent lead director for the board. accordingly, mr. deavenport, as chair of the nominating and corporate governance committee, served as independent lead director during 2009 and until he became non- executive chairman of the board effective april 1, 2010. in january 2010, the board of directors amended the corporate governance principles to provide that there will not be an independent lead director when there is a non- executive chairman.",0
1562,1281761,2011,"in accordance with nyse listing standards and regions categorical standards of director independence, a majority of our directors are required to be independent from management. the board is composed of 14 directors, 12 of whom are independent. all board committees are chaired by independent directors. our chief executive officer and chairman benefit from the extensive leadership experience of our board. in addition to extensive leadership experience managing large organizations, both public and private, many of our directors have experience in the areas of information technology, business risk assessment and quantitative modeling. in december 2009, the board elected then president and chief operating officer o. b. grayson hall, jr. as president and chief executive officer and earnest w. deavenport, then independent lead director of regions, as non-executive chairman of the board, both to be effective april 1, 2010 to coincide with the retirement of the prior chairman and chief executive officer. the board believed this was the appropriate leadership structure for regions given the transition in executive management and the continuing challenges faced by financial services companies today. for these reasons the board continues to believe that this is the appropriate leadership structure for regions. the board plans to periodically consider its leadership structure in conjunction with its nominating and corporate governance committee. ",0
1563,1282637,2012,"our corporate governance guidelines require that the non-management members of our board of directors meet in executive session at each regularly scheduled board meeting. our board of directors has determined that an independent presiding director should chair all meetings of non-management directors, as provided in our corporate governance guidelines. the presiding director position will rotate among the chairs of each of the independent board committees in the following order: compensation committee, audit committee and nominating and corporate governance committee. during those meetings, the presiding director has the responsibilities to lead the meeting, set the agenda and determine the information to be provided to the other non-management directors at the meeting. shareholders and other interested persons may contact any of the non-management directors through the method described in communications with our board below. our corporate governance guidelines also require that the independent members of our board of directors meet in executive session at each regularly scheduled board meeting. our  cotb , bruce gottwald, retired as the ceo of ethyl corporation (newmarket's predecessor) in june 2001, and has since served as non-executive  cotb . as a former ceo of the company, mr. gottwald brings to the  cotb ship extensive experience in the industry generally and the company's business in particular. the board of directors believes this background enhances the role of  cotb  in the development of long-term strategic plans and oversight of senior management in the implementation of those plans. our corporate governance guidelines provide that independent directors will meet in executive session without management present at the time of each regular board meeting and additionally as deemed appropriate or necessary. because mr. gottwald is not independent under nyse standards, the chair at these executive sessions rotates among the  cotb  of the compensation committee, the audit committee and the nominating and governance committee. the board of directors believes our current structure allows multiple directors to exercise important leadership roles, and also provides for focused engagement by the board committees and their chairs in their respective areas of responsibility. this structure helps facilitate clear and open communications between the board of directors and senior management, while providing for active oversight by independent directors. for the above reasons, the board of directors believes the current leadership structure is appropriate for the company.",0
1564,1282648,2010,"leadership structure of the board as prescribed by our bylaws, the cotb of our board of directors has the power to preside at all meetings of the board. larry e. lee, our CEO and president, serves as the cotb of our board of directors. although our board believes that the combination of the cotb and CEO positions is appropriate for our company in the current circumstances, there is no corporate policy requiring those positions to be held by the same person. our CEO is appointed by the board to manage our daily affairs and operations. we believe that mr. lee's extensive industry experience and direct involvement in our operations make him best suited to serve as cotb in order to (i) lead the board in productive, strategic planning, (ii) determine necessary and appropriate agenda items for meetings of the board with input from both our independent directors and management, and (iii) determine and manage the amount of time and information devoted to discussion and analysis of agenda items and other matters that may come before the board. our board structure also fosters strong oversight by our independent directors. mr. lee is the only member of management who serves on the board, and all of the other directors are fully independent. each of the committees of the board is chaired by an independent director. ",0
1565,1282977,2010,"the nominees for election as director and the directors whose terms of office will continue after the meeting have provided the following information about themselves. the  cotb  of our board of directors, robert f. greenhill, is the founder of greenhill and has previously served as its  ceo . in 2007, mr. greenhill relinquished the position as  ceo , and messrs. bok and borrows were appointed co- ceo s. at that time, the board of directors determined that it was in the best interests of our stockholders for mr. greenhill to continue to serve as  cotb , given the depth of his experience with our firm and our industry. the independent members of our board of directors have not chosen to appoint a lead independent director . our board of directors, under the guidance of the nominating and governance committee, reviews the structure of our board of directors and its committees each year as a part of its annual self evaluation process, and in that context considers, among other things, issues of structure and leadership. the board of directors is satisfied that its current structure and processes are well suited for the company, given its simple business model, significant employee stock ownership and size. the board of directors has delegated risk management and oversight to the audit committee. the audit committee receives regular reports on risk matters, including financial, legal and regulatory risks, at its quarterly meetings. in addition, the audit committee meets regularly with the chief compliance officer, principal accounting officer and general counsel of greenhill as well as its external and internal auditors, to discuss issues related to risk management. the audit committee, in turn, reports any material risk issues which may arise to the full board of directors.",0
1566,1283630,2013,"since our ipo in 2004, we have separated the roles of ceo and  cotb . currently, mr. burck serves as the  cotb  and mr. bayless serves as a director and  ceo . the board of directors believes this is the most appropriate structure for us at this time because it makes the best use of mr. burck's skills and experience gained over a distinguished career, including as chancellor of the university of texas system. our bylaws provide that at any regular meeting or at any special meeting called for that purpose, a majority of the entire board of directors may increase or decrease the number of directors, provided that there cannot be less than three directors. the tenure of office of a director will not be affected by any decrease in the number of directors. our bylaws also provide that if any or all the directors cease to be directors, any vacancy, other than vacancies that result from an increase in the number of directors or from the removal of a director, may in general be filled solely by a majority of the remaining directors, even if the remaining directors do not constitute a quorum. any vacancy that results from an increase in the number of directors constituting the entire board of directors may be filled by a majority of the entire board of directors. any vacancy that results from the removal of a director may be filled either by a majority of the remaining directors or our stockholders. any director elected to fill a vacancy will hold office until the next annual election of directors and until a successor is elected and qualified.",0
1567,1283699,2010,"chairman and chief executive officer. the company has a combined chairman of the board and president and chief executive officer leadership structure with roger d. linquist, the company's founder, serving in that role. the board also has elected a presiding director, arthur c. patterson. the company believes that a combined chairman/ceo leadership is appropriate because the chairman/ceo is the founder of the company; the company believes its controls and the checks and balances provided by the board prevent unethical actions and other misdeeds which a separated chairman/ceo position is intended to prevent; the combined chairman/ceo role allows the company to reduce compensation costs which is necessary in the company's highly competitive industry; the company needs a close link between the leadership of the board and the day-to-day leadership of company stemming from the company's need to remain the low cost provider in the wireless industry; the combined leadership structure streamlines the decision-making process and allows the company to be nimble in response to competition from larger, more well-financed telecommunications competitors; the combined role reduces conflict between the board and management; the combined role unifies the company's strategy; the company's presiding director is an independent director and a founding board member, is involved in shaping the board's agenda, has the authority to call special executive meetings of the board, presides over all executive sessions of the board, and acts as a conduit for communications and guidance from the board to the chairman/ceo; the presiding director serves on the compensation committee acting as a check on compensation recommendations for management and the ceo; the presiding director serves on the finance & planning, compensation, and nominating and corporate governance committees, giving him extensive breadth of information and exposure to the strategy of the company and its corporate governance; all compensation for all officers is reviewed and approved by the entire board after being recommended by the compensation committee, limiting potential abuses which might result from a combined chairman/ceo role; the board is composed almost entirely of independent directors and includes a significant number of members affiliated with large investors in the company who act as a check and balance on the chairman/ceo; there are few personal or other ties between the chairman/ceo and the other board members, so board members can and do modify or veto recommendations of management; and the independent members of the board meet regularly in executive session without the chairman/ceo present. the presiding director also assists the chairman of the board in setting the board's agenda by consulting with the rest of the directors of the board to determine the agenda for board meetings and consulting with the chairman. the presiding director also presides over the executive sessions of the board and is responsible for sharing any feedback from such executive sessions with the chairman of the board. the presiding director also consults with the chairman in evaluating strategic issues facing the company. these responsibilities allow the presiding director to have meaningful input into the agenda of the board and in leading the company. the chairman/ceo has considerable experience in the combined role having served in that role at the company and at prior companies for over 20 years; the combined ceo/chairman role allows the board to hold a single individual responsible for the strategy and performance of the company; ",1
1568,1283699,2012," the company has a combined  cotb  and ceo leadership structure with roger d. linquist, the company's founder, serving in that role. the board also has elected a presiding director, arthur c. patterson. in considering its leadership structure, the board has taken a number of factors into account. the board - which consists of almost all independent directors who are highly qualified and experienced and several of which are affiliated with significant holders of the company's common stock - exercises a strong, independent oversight function. this oversight function is enhanced by the fact that all of the board's committees are comprised entirely of independent directors. in addition, the company believes that a combined  cotb / ceo  leadership is appropriate for the company because:",1
1569,1283843,2013,"in determining the appropriate leadership of our board of directors, the board considers many factors, including our specific business needs, fulfilling the duties of the board and the best interests of our shareholders. in connection with the emerald acquisition in july 2012, mr. reger, our former  ceo , was named as executive  cotb , mr. krzus was appointed ceo and a member of the board and mr. rudisill was appointed president and a member of the board. effective may 8, 2013, mr. rudisill became our ceo and mr. krzus became our president. the board believes this leadership structure is best for the company at the current time because it provides us with the continued service of mr. reger, who has significant expertise in the oil and natural gas industry and acquiring acreage in north dakota and montana, our core focus area. it also provides the board with the services of mr. rudisill, who has significant management experience and expertise with respect to the oil and natural gas industry and the successful implementation of growth strategies, as well as oversight of management. the board also believes that the current leadership structure achieves independent oversight and management accountability through regular executive sessions of the non-management directors and through a board composed of a majority of independent directors, and strong independent committee chairs. we do not have a designated lead independent director, instead we allow our independent directors as a group to choose who among them is best suited to serve as the chair of each executive session. the board will, however, maintain its flexibility to modify this structure at any given point in time to provide appropriate leadership for us. ",0
1570,1284807,2014,"frederick j. iseman serves as our  cotb  and gary e. robinette serves as our president and ceo and also as vice  cotb  and a member of the board. the board has determined that this is an effective leadership structure at the present time because mr. iseman brings experience regarding acquisitions, debt financings, equity financings and public market sentiment while the board receives the benefit of mr. robinette's intimate knowledge of the day-to-day operations of our business and his significant experience in the building products industry. a substantial majority of our equity is controlled by affiliates of ci capital partners llc, including frederick j. iseman, and messrs. iseman, lefkowitz and hall (affiliates of ci capital partners, llc) serve as our directors. finally, the ci partnerships hold a majority of our common stock.",0
1571,1285785,2012,"the table below shows summary information about each director and nominee for election as a director. each director nominee is elected by a majority of the votes cast. these nominees will be elected for terms that expire in 2015. in addition, in accordance with our bylaws, our board has elected harold mackay to fill a vacancy in the class of directors whose term of office expires in 2013, to be effective upon the conclusion of the 2012 annual meeting of stockholders ( 2012 annual meeting ). as a matter of good corporate governance, mr. mackay's vacancy election by the board is being submitted for ratification by the stockholders. each director was present for at least 85% of the aggregate number of meetings of the board and committees of the board of which such director was a member that occurred during fiscal 2012 and subsequent to the election of such director to the board. as provided in our corporate governance guidelines, our board retains the right to exercise its discretion in combining or separating the offices of  cotb  and ceo . our board believes that this issue is part of the succession planning process and that it is in the best interests of mosaic for the board to make a determination when it elects a new ceo . at the present time, we have separated these two offices, with mr. lumpkins serving as our non-executive  cotb  and mr. prokopanko serving as our ceo . in continuing the separation of the offices of  cotb  and ceo , which is an emerging good governance practice, our board has taken into account a number of factors, including: separating these positions allows our non-executive  cotb  to focus on the board's role of providing advice to, and independent oversight of, management; and the time and effort our ceo needs to devote to the management and operation of mosaic, and the development and implementation of our business strategies. in his role as non-executive  cotb , mr. lumpkins, among other things: leads the board's process for assessing the performance of the ceo ; acts as a liaison between the board and senior management; establishes, prior to the commencement of each fiscal year and in consultation with the corporate governance and nominating committee, a schedule of agenda subjects to be discussed during the year; establishes the agenda for each regular board meeting; presides over each board meeting; and presides over private sessions of the non-management directors at regular board meetings. proposal no. 3 ratification of the appointment of independent registered public accounting firm on july 18, 2012, the audit committee of the board of directors appointed kpmg as the independent registered public accounting firm to audit our consolidated financial statements as of and for the year ending may 31, 2013 and the effectiveness of internal control over financial reporting as of may 31, 2013. while we are not required to do so, we are submitting the appointment of kpmg to serve as our independent registered public accounting firm for the fiscal year ending may 31, 2013 for ratification in order to ascertain the views of our stockholders on this appointment. if the appointment is not ratified, the audit committee will reconsider its selection. representatives of kpmg are expected to be present at the 2012 annual meeting and will have the opportunity to make any statements they may desire. they also will be available to respond to appropriate questions of the stockholders.",0
1572,1285819,2014,"board leadership structure gregory a. demopulos, m.d., is our principal executive officer and cotb . thomas j. cable is our lead independent director. the responsibilities of our lead independent director are to: serve as cotb of meetings of the board of directors at which the cotb is not present, such as executive sessions of the non-executive directors; call meetings of the non-executive directors as he deems appropriate; serve as the principal liaison on board-wide issues between the cotb and the non-executive directors; and coordinate the activities of the non-executive directors as he deems appropriate. taking into account dr. demopulos in-depth knowledge of our operations, programs and strategy, as well as the oversight authority granted to our lead independent director and each of the committees of our board of directors, which are each comprised solely of independent directors, our board of directors has determined that combining the principal executive officer and cotb positions and appointing a separate lead independent director is appropriate for omeros at this time. ",0
1573,1286043,2013,"our board of trustees established the position of lead independent trustee in connection with our initial public offering in august 2004. the lead trustee is selected on an annual basis by the board from among the independent trustees. william e. bindley currently serves as our lead independent trustee. the role of the lead trustee, among other things, is to serve as liaison (i) between the board of trustees and management, including the  ceo , (ii) among independent trustees and (iii) between interested third parties and the board of trustees. see also proposal 1: election of trustees board leadership structure. periodically, the corporate governance and nominating committee gives consideration to whether the combined role of the  cotb  and ceo continues to be appropriate for our company. the corporate governance and nominating committee, with the consensus of the other independent trustees, has concluded that mr. kite's extended tenure with our company provides a stable leadership that is beneficial to us and our shareholders. in particular, the board recognizes that, given mr. kite's familiarity with our real estate properties and day-to-day operations and his long-standing experience with our company, it is valuable to have him lead our board discussions. further, the board believes that our lead independent trustee is effective in mitigating any potential conflict of interest that might arise from the combined  cotb / ceo  position. in particular, the board recognizes that the lead independent trustee is actively engaged in setting board agendas, meets regularly with our ceo to stay apprised of the important aspects of our business and presides over executive sessions of the non-management trustees at least once each quarter. ",1
1574,1286613,2010,"our board of directors unanimously believes that the election of the nominees for directors and the ratification of the selection of independent registered public accounting firm are in the best interests of the company and its shareholders and, accordingly, recommends a vote for the election of the nominees for directors and for the ratification of the selection of deloitte & touche llp as our independent registered public accounting firm. board leadership structure and board of directors' role in risk oversight joined us in 1999 and currently serves as our executive cotb and cotb of our board of directors. prior to assuming this position, mr. carney served as our CEO and cotb , prior to which he served as a consultant following the sale of his two school companies. prior to joining lincoln, mr. carney spent 20 years in various capacities with british oxygen group limited, including cfo and vice president of development of the education services division which operated 25 technical schools. from 1990 to 1992, mr. carney was president of the massachusetts association of private career schools. mr. carney received a b.s. from seton hall university. mr. carney has over 30 years of experience in the career education industry and has been an executive officer at lincoln for over 10 years. his proven record of leadership, combined with his extensive knowledge of our industry and his critical role in creating and executing our strategy, positions him well to continue to serve as cotb . currently, the role of CEO and cotb is separate. effective as of the last year's annual meeting of shareholders, shaun e. mcalmont became our president and CEO , succeeding david f. carney who remained as executive cotb . in the past, the position of CEO and cotb were combined when deemed appropriate by the board of directors. our board of directors has adopted a flexible policy regarding the issue of whether the positions of cotb and CEO should be separate or combined. our board of directors regularly evaluates whether the interest of the company and its shareholders are best served at any particular time by having the company's CEO or another director hold the position of cotb . our board of directors believes that no single, one-size fits all, board-leadership model is universally or permanently appropriate. this structure has proven especially useful to facilitate executive leadership training, succession, and orderly transitions. at present, the board of directors believes that its current structure effectively maintains independent oversight of management.",1
1575,1286681,2011,"leadership experience. the company and the board believes that directors with experience in significant leadership positions over an extended period, especially president or ceo positions, provide the company with strategic insights. these directors generally possess superior the board believes that a majority of its members should be independent directors. the company's corporate governance principles contain the company's standards for director independence. a director will be designated as independent if he or she: (i) has no material relationship with the company or its subsidiaries; (ii) satisfies the other criteria specified by nyse listed company rules; (iii) has no business conflict with the company or its subsidiaries; and (iv) otherwise meets applicable independence criteria specified by law, regulation, exchange requirement or the board. the board has affirmatively determined that the following directors are independent under that definition: the company's current board leadership structure separates the  cotb  and ceo roles into two positions. david a. brandon is the  cotb  and j. patrick doyle is the  ceo . from march 1999 until march 2010, the company's board leadership structure had both positions combined. the company has determined what leadership structure it deems appropriate based on factors such as the experience of the applicable individuals, the current business environment of the company or other relevant criteria. after considering these factors, the company determined that separating the positions of  cotb  and ceo is the appropriate board leadership structure. the ceo is responsible for the strategic direction of the company and the day-to-day leadership and performance of the company, while the  cotb  provides guidance to the  ceo , sets the agenda for the board meetings and presides over meetings of the board. the company and the board believe that this is appropriate under current circumstances, because it allows management to make the operating decisions ",0
1576,1287151,2015,"in 2012, the board elected to separate the roles of  cotb  and  ceo . in connection with the separation of roles, the board appointed mr. wilson as the  cotb  and eliminated the former role of lead independent director held by him, though mr. wilson remains an independent director. the board concluded that having a separate  cotb  and ceo is currently the most appropriate and effective leadership structure. in reaching this conclusion, the board considered that separating the roles of  cotb  and ceo would most effectively facilitate communication between management and non-employee directors between meetings of the board. in addition, because the  cotb  is primarily responsible for setting meeting agendas in consultation with mr. bevis, the  ceo , mr. wilson is well positioned to ensure that the concerns of non-employee directors are addressed and that board meetings make effective use of everyone's time. mr. bevis, in turn, is able to provide more attention to management of the company's business. while the board believes the current leadership structure is appropriate and in the best long-term interest of the company and our stockholders at this time, it reserves the right to consider alternative board leadership structures, including those that combine the offices of  cotb  and  ceo , in the future if it determines those alternatives are appropriate for the company under different circumstances.",0
1577,1287701,2010,"our board of directors held ten meetings during fiscal year 2009. each of the directors attended at least 75% of the total number of meetings of our board of directors held during 2009. in addition, our directors also met several times in strategic sessions to discuss our overall strategic business plan and expense infrastructure. the non-executive directors also regularly hold executive sessions during which our management does not participate. for a discussion of the leadership structure of our board of directors and its role in risk oversight, see corporate governance matters in this proxy statement. our board of directors recognizes that one of its key responsibilities is to evaluate and determine its optimal leadership structure so as to provide independent oversight of management. it understands that there is no single, generally accepted approach to providing board leadership and that given the dynamic and competitive environment in which we operate, the right board leadership structure may vary as circumstances warrant. single lead independent director. our board of directors believes that it is able to effectively provide independent oversight of our business and affairs, including the risks facing our company, without a lead independent director through the composition of our board of directors, the strong leadership of our independent and non-executive directors, the committees of our board of directors and the other corporate governance structures and processes already in place. our independent and non-executive directors actively collaborate together and through their respective committees. as part of its annual self-assessment, our board of directors will consider whether the current leadership structure continues to be optimal for us and our stockholders. our board of directors does not have a policy regarding the separation of the roles of CEO and cotb of our board of directors. currently, we have not appointed a cotb or a lead independent director. however, our board of director consists of a majority of independent directors. these independent and non-executive directors meet regularly in executive session without the presence of management or interested directors in order to promote discussion among the independent and non-executive directors and to assure independent oversight of management. in addition, our board committees, which oversee critical matters such as the integrity of our financial statements, the compensation of executive management, and the development and implementation of corporate governance policies, each consist entirely of independent directors. our independent and non-executive directors assist our CEO in defining the agenda for board meetings, make suggestions for pre-meeting materials, provide feedback to our CEO following executive sessions and serve as a point of leadership during special situations. therefore, our board of directors believes that its majority independent composition and the roles that our independent and non-executive directors perform provide effective corporate governance at our board of directors level and independent oversight of both our board of directors and our executive officers. the current leadership structure, when combined with the functioning of the independent and non-executive director component of our board of directors and our overall corporate governance structure, strikes an appropriate balance between strong and consistent leadership and independent oversight of our business and affairs. in addition, our board of directors encourages open and regular communication among all of our independent and non-executive directors and believes that it is currently best served without designating a single lead independent director.",0
1578,1287865,2013," mr. aldag, age 50, is our founder and has served as our ceo and president since august 2003 and as  cotb  of our board of directors since march 2004. mr. aldag served as vice  cotb  of our board of directors from august 2003 until march 2004 and as our secretary from august 2003 until march 2005. prior to that, mr. aldag served as an executive officer and director with our predecessor from its inception in august 2002 until august 2003. from 1986 to 2001, mr. aldag managed two private real estate companies, guilford capital corporation and guilford medical properties, inc. mr. aldag served as president and a member of the board of directors of guilford medical properties, inc. mr. aldag was the president of guilford capital corporation from 1998 to 2001, served as executive vice president and chief operating officer from 1990 to 1998, and was a member of the board of directors from 1990 to 2001. mr. aldag received his b.s. in commerce & business from the university of alabama with a major in corporate finance. the board believes that mr. aldag's position as the founder of our company and his extensive experience in the healthcare and reit industry make him highly qualified to serve as  cotb  of our board of directors. university. the board believes that mr. hamner's position as a co-founder of our company and his extensive experience in the real estate and healthcare industries and in the corporate finance sector make him highly qualified to serve as a member of our board of directors. mr. mckenzie, age 55, is one of our founders and has served as a director since our formation. from september 2003 to january 2012, mr. mckenzie served as the vice  cotb  of our board of directors, and he served as the executive  cotb  of our board of directors in august and september 2003. from may 2003 to august 2003, he was an executive officer and director of our predecessor. from 1998 to the present, mr. mckenzie has served as president,  ceo , and a board member of gilliard health services, inc., a privately-held owner and operator of acute care hospitals. from 1996 to 1998, he was executive vice president and chief operating officer of the mississippi hospital association/diversified services, inc. and the health insurance exchange, a mutual company and hmo. from 1994 to 1996, mr. mckenzie was senior vice president of managed care and executive vice president of physician solutions, inc., a subsidiary of vaughan healthcare, a private healthcare company in alabama. from 1981 to 1994, mr. mckenzie was hospital administrator and chief financial officer and held other management positions with gilliard health services, inc. mr. mckenzie received a masters of science in health administration from the university of colorado and a b.s. in business administration from troy university. he has served in numerous capacities with the alabama hospital association. the board believes that mr. mckenzie's position as a co-founder of our company and his extensive experience in the healthcare industry make him a valued advisor and highly qualified to serve as a member of our board of directors. under our articles of incorporation and bylaws, the board of directors has discretion to determine whether the roles of ceo and the  cotb  are to be separate or combined. mr. aldag has served as our ceo and  cotb  since 2004, and the board has determined that having mr. aldag continue to serve in this combined role is the most effective leadership structure for our company. mr. aldag's detailed knowledge of the issues, opportunities and challenges facing us make him the best person to direct the agenda and discussion at meetings of our board of directors, and to ensure that the board's time and attention are focused on the most critical matters. we further believe that mr. aldag's combined role provides strong leadership and enhances our ability to communicate on a consistent basis to the investing community. ",1
1579,1288403,2013,"tracy w. krohn serves as the company's  cotb  and ceo and controls approximately 52.77% of the outstanding shares of common stock. the board believes its leadership structure is justified by the efficiencies of having the ceo also serve in the role of  cotb , as well as due to mr. krohn's role in founding the company and his continued significant ownership interest in the company. notwithstanding the company's status as a controlled company under the nyse's rules and the company's ability to rely on certain exemptions discussed above in corporate governance guidelines; code of business conduct and ethics, the company complies with a number of the more strict nyse governance standards, including having a majority of independent directors on the board and having a compensation committee comprised solely of independent directors.",1
1580,1288469,2014,"as described below, our board of directors is led by directors kishore seendripu, ph.d. and thomas e. pardun. dr. seendripu founded maxlinear and has served as our  cotb , president, and ceo since inception. in addition, mr. pardun, an independent director with substantial board and executive leadership experience, currently serves as our lead director. our board of directors is currently composed of seven members. our amended and restated certificate of incorporation and bylaws provide that the number of our directors shall be at least two and will be fixed from time to time by a resolution of the majority of our board of directors. two members of our board of directors are elected exclusively by the holders of the class b common stock, voting as a separate class. at least one of these directors must be an executive officer nominated by our nominating and governance committee, with the consent of the founders holding a majority-in-interest of the outstanding class b common stock over which the founders then exercise voting control. our founders are kishore seendripu, ph.d., curtis ling, ph.d., madhukar reddy, ph.d., and several other employees and former employees named in our amended and restated certificate of incorporation. our class b directors are dr. ling, whose current term will expire in 2014, and dr. seendripu, whose current term will expire in 2015. the remaining directors are elected by the holders of our class a common stock and class b common stock, voting together as a single class. our board of directors is divided into three staggered classes of directors. at each annual meeting of stockholders, a class of directors will be elected for a three-year term to succeed the class whose terms are then expiring. the terms of the directors will expire upon the election and qualification of successor directors at the annual meetings of stockholders to be held during the years 2013 for the class i directors, 2014 for the class ii directors, and 2015 for the class iii directors.",1
1581,1288776,2010,"the board of directors believes that eric schmidt's service as both  cotb  and chief executive officer is in the best interest of google and its stockholders. eric possesses detailed and in- depth knowledge of the issues, opportunities, and challenges facing google, and is thus best positioned to develop agendas that ensure that the board's time and attention are focused on the most critical matters. his combined role enables decisive leadership, ensures clear accountability, and enhances google's ability to communicate its message and strategy clearly and consistently to google's stockholders, employees, customers, and users. our current certificate of incorporation and bylaws provide that the  cotb  of our board of directors may not be an employee or officer of our company and may not have been an employee or officer for the last three years, unless the appointment is approved by twothirds of the members of our board of directors. in april 2007, our board of directors unanimously appointed eric schmidt as  cotb . each of the directors other than eric schmidt, sergey brin, and larry page is independent (see ""director independence"" below), and the board believes that the independent directors provide effective oversight of management. in addition, in april 2007, our board of directors appointed john l. hennessy as our lead independent director. as lead independent director, john's responsibilities include: coordinating and moderating executive sessions of the board of directors' independent directors. advising the  cotb  as to the quality, quantity, and timeliness of the flow of information from management that is necessary for the independent directors to effectively and responsibly perform their duties. confirming the agenda with the chief executive officer for meetings of the board of directors. holding regular update sessions with the  cotb . acting as the principal liaison between the independent directors and the  cotb  on sensitive issues. performing such other duties as the board of directors may from time to time delegate to the lead independent director to assist the board of directors in the fulfillment of its responsibilities. the board believes that these responsibilities appropriately and effectively complement google's combined  cotb /chief executive officer structure. although the board currently believes that the combination of the  cotb  and chief executive officer roles is appropriate in the current circumstances, google's corporate governance guidelines do not establish this approach as a policy.",1
1582,1288776,2011,"effective april 4, 2011, larry page took over as our chief executive officer and eric e. schmidt became executive chairman of our board of directors. the board of directors believes that this new leadership structure, which separates the chairman and chief executive officer roles, is appropriate at this time in light of the evolution of google's business and operating environment. in particular, the board of directors believes that the new structure clarifies the individual roles and responsibilities of eric, larry, and sergey and will help streamline decision making and enhance accountability. as executive chairman, eric will remain involved in key matters, such as transactions, customers and broader business relationships, and government outreach, that are increasingly important given our global reach, and will continue to advise larry and sergey. in this newly-defined role and given his in-depth knowledge of the issues, challenges, and opportunities facing us, the board of directors believes that eric continues to be best positioned to develop agendas that ensure that the board's time and attention are focused on the most critical matters. his role enables decisive leadership, ensures clear accountability, and enhances our ability to communicate its message and strategy clearly and consistently to our stockholders, employees, customers, and users. our certificate of incorporation and bylaws provide that the  cotb  of our board of directors may not be an employee or officer of our company and may not have been an employee or officer for the last three years, unless the appointment is approved by two-thirds of the members of our board of directors. in april 2007, our board of directors unanimously appointed eric as  cotb , and in january 2011, the board of directors unanimously appointed eric as executive chairman, effective april 4, 2011. each of the directors other than larry, sergey, and eric is independent (see director independence below), and the board of directors believes that the independent directors provide effective oversight of management. in addition, in april 2007, our board of directors appointed john l. hennessy as our lead independent director. as lead independent director, john's responsibilities include: coordinating and moderating executive sessions of the board of directors independent directors. advising the executive  cotb  as to the quality, quantity, and timeliness of the flow of information from management that is necessary for the independent directors to effectively and responsibly perform their duties. confirming the agenda with the chief executive officer for meetings of the board of directors. holding regular update sessions with the executive  cotb . acting as the principal liaison between the independent directors and the executive  cotb  on sensitive issues. performing such other duties as the board of directors may from time to time delegate to the lead independent director to assist the board of directors in the fulfillment of its responsibilities. the board of directors believes that these responsibilities appropriately and effectively complement our executive chairman and chief executive officer structure. ",0
1583,1288776,2013,"in april 2011, larry page became our ceo and eric e. schmidt became executive  cotb  of our board of directors. the board of directors believes that this leadership structure, which separates the  cotb  and ceo roles, is appropriate at this time in light of the evolution of google's business and operating environment. in particular, the board of directors believes that this structure clarifies the individual roles and responsibilities of larry, sergey, and eric, streamlines decision-making, and enhances accountability. as executive  cotb , eric remains involved in key matters, such as major transactions, broader business and customer relationships, and government relations, which are increasingly important given our global reach, and continues to advise larry and sergey. in this role and given his in-depth knowledge of the issues, challenges, and opportunities facing us, the board of directors believes that eric continues to be best positioned to develop agendas that ensure that the board's time and attention are focused on the most critical matters. his role enables decisive leadership, ensures clear accountability, and enhances the ability to communicate our message and strategy clearly and consistently to our stockholders, employees, customers, and users. our certificate of incorporation and bylaws provide that the  cotb  of our board of directors may not be an employee or officer of our company and may not have been an employee or officer for the last three years, unless the appointment is approved by two-thirds of the members of our board of directors. the board of directors unanimously approved eric's appointment as executive  cotb . each of the directors other than larry, sergey, and eric is independent (see director independence below), and the board of directors believes that the independent directors provide effective oversight of management. in addition, in april 2007, our board of directors appointed john l. hennessy as our lead independent director. as lead independent director, john's responsibilities include: coordinating and moderating executive sessions of the board of directors independent directors. advising the executive  cotb  as to the quality, quantity, and timeliness of the flow of information from management that is necessary for the independent directors to perform their duties effectively and responsibly. confirming the agenda with the ceo for meetings of the board of directors. holding regular update sessions with the executive  cotb . acting as the principal liaison between the independent directors and the executive  cotb  on sensitive issues. performing such other duties as the board of directors may from time to time delegate to the lead independent director to assist the board of directors in the fulfillment of its responsibilities. the board of directors believes that these responsibilities appropriately and effectively complement our executive  cotb  and ceo structure. 6 board meetings held in 2012 acted by written consent 3 times each director attended at least 75% of all board of directors and applicable committee meetings 4 directors attended our annual meeting of stockholders in 2012  cotb :  ceo : lead independent director: director independence: eric e. schmidt larry page john l. hennessy 7 out of 10",0
1584,1289340,2010,"our board of directors has determined that each of our directors, other than mr. hogg and mr. kaminski, and each member of the audit committee, compensation committee and nominating and corporate governance committee is independent under the rules of the nasdaq global market. as a result, our board currently has a majority of independent directors consistent with the rules of the nasdaq global market. fred a. middleton, a non-management director, has served as the  cotb  of our board of directors since june 1990. our company has no set policy regarding an independent  cotb . the board of directors regularly evaluates the responsibilities of the independent board  cotb  and whether the separation of the offices of  cotb  and ceo continues to best serve the company. our independent directors regularly have executive sessions as part of our regular meeting schedule during which only the independent directors are present. our board of directors has established an audit committee, a compensation committee and a nominating and corporate governance committee and adopted charters for each of these committees. we believe that the composition of each of these committees meets the criteria for independence under, and the functioning of these committees complies with, the applicable requirements, rules and regulations of the nasdaq global market and the securities and exchange commission ( sec ). our board of directors provides risk oversight to the company through the nominating and corporate governance committee and the audit committee. the nominating and corporate governance committee serves to monitor healthcare compliance and regulatory risk and the audit committee monitors financial risks faced by the company. this oversight process takes place through discussions at committee meetings with the members of senior management who are responsible for the company's risk management procedures.",0
1585,1289592,2010,"board leadership structure. the board of directors has not separated the positions of  COTB  and CEO of the company. both positions are held by mr. lee. the board does not have a lead director. the board believes that this structure has historically served the company well and continues to do so, by facilitating communication between the board and senior management of the company as well as board oversight of the company's business and affairs. board role in risk oversight. the board of directors plays a significant role in providing oversight of the company's management of risk. senior management has responsibility for the management of risk and reports to the board regularly with respect to its ongoing enterprise risk management efforts. because responsibility for the oversight of elements of the company's enterprise risk management extends to various committees of the board, the board has determined that it, rather than any one of its committees, should retain the primary oversight role for risk management. in exercising its oversight of risk management, the board has delegated to the audit committee primary responsibility for the oversight of risk related to the company's financial statements and processes, and has determined that the company's internal audit function should report directly to the audit committee. the board has delegated to the compensation committee primary responsibility for the oversight of risk related to the company's compensation policies and practices. the board has delegated to the corporate governance and nominating committee primary responsibility for the oversight of risk related to the company's corporate governance practices. the board has delegated to the investment committee primary responsibility for the oversight of risk related to the company's investments. each committee reports regularly to the board with respect to such committee's particular risk oversight responsibilities. meetings. during 2009, the board of directors met 13 times. the board's standing independent committees consist of the audit, compensation, corporate governance and nominating, and investment committees. in 2009, each director attended at least 75% of the total number of meetings of the board of directors and any committees on which such director served. all directors were present at the annual meeting of stockholders. board committees. the audit committee met 15 times in 2009. during 2009, the audit committee consisted of messrs. young (chair), bryan, fox and robbie. among other duties, the audit committee selects the company's independent registered public accounting firm; reviews and recommends action by the board of directors regarding the company's quarterly and annual reports filed with the sec; discusses the company's audited financial statements with management and the company's independent registered public accounting firm; and reviews the scope and results of the independent audit and any internal audit. the compensation committee met 10 times in 2009. during 2009, the compensation committee consisted of messrs. bryan (chair), schuster, smith and van gorder. among other duties, the compensation committee evaluates the performance of the company's principal officers, recommends to the board of directors the selection and compensation of principal officers and administers the company's various compensation plans. the corporate governance and nominating committee met five times in 2009. during 2009, the corporate governance and nominating committee consisted of messrs. schuster (chair), bryan, fox and van gorder. among other duties, the corporate governance and nominating committee is responsible for recommending to the board of directors candidates for nomination to the board.   the investment committee, which was established in february 2009, met five times in 2009. during 2009, the investment committee consisted of messrs. smith (chair), robbie, schuster and young. among other duties, the investment committee monitors the performance of the company's investment portfolio. while the company has not adopted a formal policy with regard to attendance by members of the board of directors at annual stockholder meetings, it encourages all directors to attend the annual meeting. pursuant to the company's by-laws, in march 2010 the board of directors approved a resolution to reduce its size from nine to eight directors, effective upon the retirement of mr. colalucci from the board as of the company's 2010 annual meeting of stockholders. ",0
1586,1289945,2013,the board has segregated the positions of chair of the board and ceo since the company's inception in 2004. the position of chair of the board has been filled by an independent director. the board believes that segregation of these positions has allowed the ceo to focus on managing our day-to-day activities within the parameters established by the board. the position of chair of the board provides leadership to the board in establishing our overall strategic direction consistent with the input of other directors of the board and management. the board believes this structure has served the stockholders well by ensuring the development and implementation of our strategies in both the wireless telecommunications and software industries.,0
1587,1292055,2010,"the board has chosen to separate the roles of  cotb  and  ceo . craig reynolds was elected to serve as  cotb  at the june 2009 meeting and brian moore has served as ceo since 2003. this decision rests on the belief that it is the ceo 's responsibility to lead the company and the  cotb 's responsibility to lead the board. mr. reynolds and mr. moore have a strong working relationship that has allowed each to focus on his respective responsibilities and compliment each other's work. the board has six independent members, with mr. moore being the only non-independent member. many of our independent board members are currently serving or have served as members of senior management of other public companies and as directors of other public companies. we have four board committees comprised solely of independent directors, each with a different independent director serving as chair of the committee. we believe that the number of independent, experienced directors that make up our board, along with the independent leadership of the board by the non-executive  cotb , benefits our company and our stockholders and is an appropriate structure for the company. we understand that different board and company leadership structures may be appropriate in different circumstances, although believe our current leadership structure, with mr. moore serving as ceo and mr. reynolds serving as  cotb , is the optimal structure for our company at this time.",0
1588,1292556,2013,"the board has not adopted a policy regarding the separation of the position of  cotb  from that of  ceo . the board recognizes that there may be circumstances in the future that would lead it to separate the positions of  cotb  and  ceo , but believes that the absence of a policy requiring either the separation or combination of the positions provides the board with the flexibility to determine the leadership structure that is in the best interests of polypore and its stockholders. accordingly, the board carefully considers the continued combination of those positions from time to time.",1
1589,1292653,2015,". the  cotb  and our ceo are separate positions and are filled by different individuals. the  cotb , mr. hynes, is a co-founder of our company, was previously our ceo until february 2006 and has been active in the industry for over 30 years. the ceo is responsible for setting our strategic direction and overseeing our day-to-day performance. the  cotb  provides guidance to the ceo and sets the agenda for the board meetings. the board believes that its current leadership structure is appropriate at this time. in particular, the structure capitalizes on mr. hynes extensive experience in the telecommunications industry, while retaining separation of the  cotb  and ceo leadership roles to enhance the board's independence from management. ",0
1590,1292900,2012,"our board of directors currently includes nine directors divided into three separate classes, designated as class i, class ii and class iii, with the directors in each class serving staggered three-year terms. each class should consist, as nearly as possible, of one-third of the directors constituting the entire board. at present, michael e. dedomenico, john j. gavin and david g. zanca are serving as class i directors; barry j. goldstein, charles w. santoro and drew t. sawyer are serving as class ii directors; and michael j. grebe, gideon argov and randolph w. melville are serving as class iii directors. at the 2012 annual shareholders' meeting, the term of office of the class ii directors will expire and new class ii directors will be elected for a full term of three years. at the 2013 annual shareholders' meeting, the term of office of the class iii directors will expire and new class iii directors will be elected for a full term of three years. at the 2014 annual shareholders' meeting, the term of office of the class i directors will expire and new class i directors will be elected for a full term of three years. michael j. grebe serves as both our  cotb  and ceo (' ceo  '). the independent board members have determined that the most effective board leadership structure for interline at the present time is for the ceo to also serve as  cotb , a structure that has served interline well for several years. in mr. grebe's role as ceo , he has primary responsibility for the day-to-day operations of the company and for executing the company's strategy. in mr. grebe's role as  cotb , he sets the strategic priorities of the board (with input from the lead independent director), presides over its meetings and communicates its strategic findings and guidance to management. the board believes that the combination of these two roles provides more consistent communication and coordination throughout the organization, which results in a more effective and efficient implementation of corporate strategy and thereby advances the best interests of all shareholders. the board also believes, for the reasons set forth below, that its existing corporate governance practices achieve independent oversight and management accountability: as discussed above, mr. gavin,  cotb  of the nominating & governance committee, also serves as the lead independent director. the  cotb  and the lead independent director together set the agenda for all board meetings, and the lead independent director sets the agenda for, and leads, all executive meetings of the non-employee directors. the lead independent director also has the authority to call meetings of the board of directors in executive session; facilitates discussions, outside of scheduled board meetings, among the independent directors on key issues as required; and serves as a non-exclusive liaison with the  cotb  and ceo , in consultation with the other independent directors. at each regularly scheduled board meeting, all non-management directors meet in an executive session without the management director. all of our directors, except the  cotb  and ceo , are independent directors, which is substantially above the nyse requirement that a majority of directors be independent. each of the audit, nominating & governance and compensation committees is comprised solely of independent directors. our corporate governance guidelines also ensure that the other independent members of the board are involved in key aspects of governance. for example, any director may request that the lead independent director call an executive meeting of the board. additionally, the  cotb  and ceo regularly solicits suggestions from the directors for presentations by management at board and committee meetings. furthermore, each board member has full and free access to the company's management and employees.",1
1591,1293593,2016,"liang zhang, our  ceo , serves as  cotb . the company believes that having our ceo serve as  cotb  is an appropriate leadership structure at the current time because mr. zhang has extensive knowledge of the company and the infant formula business in china. the company's bylaws do not mandate nor does the board have a policy that requires the separation or combination of the ceo and  cotb  roles. it is management's responsibility to manage the company's enterprise risks on a day-to-day basis. through regular updates the board oversees management's efforts to ensure that they effectively identify, prioritize, manage and monitor all material business risks. the board delegates certain risk management oversight responsibilities to its committees. the audit committee reviews and discusses the company's major financial risk exposures and the steps management has taken to identify, monitor and control such risks. the compensation committee is responsible for overseeing risk relating to the company's compensation programs. the nominating committee is responsible for risks associated with corporate governance and compliance.",1
1592,1293971,2014,"our board of directors is currently chaired by mr. lynch. as a general policy, our board of directors believes that separation of the positions of  cotb  and ceo reinforces the independence of the board of directors from management, creates an environment that encourages objective oversight of management's performance and enhances the effectiveness of the board of directors as a whole. as such, mr. leschly serves as our president and ceo while mr. lynch serves as our  cotb  but is not an officer. our board of directors oversees the management of risks inherent in the operation of our business and the implementation of our business strategies. our board of directors performs this oversight role by using several different levels of review. in connection with its reviews of the operations and corporate functions of our company, our board of directors addresses the primary risks associated with those operations and corporate functions. in addition, our board of directors reviews the risks associated with our company's business strategies periodically throughout the year as part of its consideration of undertaking any such business strategies. each of our board committees also oversees the management of our company's risk that falls within the committee's areas of responsibility. in performing this function, each committee has full access to management, as well as the ability to engage advisors. our chief operating officer, general counsel and principal accounting officer all periodically provide reports to the audit committee and are responsible for identifying, evaluating and implementing risk management controls and methodologies to address any identified risks. in connection with its risk management role, our audit committee meets privately with representatives from our independent registered public accounting firm. the audit committee oversees the operation of our risk management program, including the identification of the primary risks associated with our business and periodic updates to such risks, and reports to our board of directors regarding these activities.",0
1593,1294133,2017,"board leadership structure dr. lukatch currently serves as the chairperson of our board. our board believes the current board leadership structure provides effective independent oversight of management while allowing our board and management to benefit from dr. lukatch's leadership and years of experience as a venture capital investor in the biotech industry. dr. lukatch is best positioned to identify strategic priorities, lead critical discussion and execute our strategy and business plans. dr. lukatch possesses detailed in-depth knowledge of the issues, opportunities, and challenges facing us. independent directors and management sometimes have different perspectives and roles in strategy development. our board believes that dr. lukatch's role enables strong leadership, creates clear accountability, facilitates information flow between management and our board, and enhances our ability to communicate our message and strategy clearly and consistently to stockholders. ",1
1594,1295664,2010,"if any matters not described in this proxy statement are properly presented at the annual meeting, the persons named in the proxy card will vote your shares as determined by a majority of the board of directors. if the annual meeting is postponed or adjourned, your common stock may be voted by the persons named in the proxy card on the new annual meeting dates as well, unless you have revoked your proxy. the company does not know of any other matters to be presented at the annual meeting. you may revoke your proxy at any time before the vote is taken at the annual meeting. to revoke your proxy you must either advise the company's secretary in writing before your common stock has been voted at the annual meeting, deliver a later-dated proxy, or attend the annual meeting and vote your shares in person. attendance at the annual meeting will not in itself revoke your proxy. if you hold your common stock in street name, you will receive instructions from your broker, bank or other nominee that you must follow in order to have your shares voted. your broker, bank or other nominee may allow you to deliver your voting instructions via the telephone or the internet. please see the instruction form provided by your broker, bank or other nominee that accompanies this proxy statement. if you wish to change your voting instructions after you have returned a voting instruction form to your broker, bank or other nominee, you must contact your broker, bank or other nominee. under the board of directors current leadership structure, the offices of  cotb  and ceo are held by separate individuals. john j. mazur, jr. serves as  cotb . mr. mazur is an independent director and does not serve in any executive capacity with the company. the company's ceo is mr. john n. hopkins. the board of directors has general authority over the company's risk oversight function with authority delegated to various board committees to review risk management policies and practices in specific areas of the company's business. the audit committee is primarily responsible for overseeing the company's risk management. the audit committee works closely with officers involved in the risk management function including the internal audit staff who report directly to the audit committee. during the fiscal year ended june 30, 2010, the boards of directors of kearny mhc, kearny financial corp. and kearny federal savings bank held seven, eight and fifteen meetings, respectively. no director attended fewer than 75% of the total meetings of the board of directors and committees on which he served during the year ended june 30, 2010. the board maintains an audit & compliance committee, a budget committee, an executive committee, an interest rate risk management committee, an asset quality committee, a nominating committee and a compensation committee, as well as a building & grounds committee, a governance committee, a planning & marketing committee, an electronic data processing committee and a benefits equalization plan administrative committee. also during the fiscal year ended june 30, 2010, all independent directors attended two executive sessions of kearny financial corp.",0
1595,1295810,2014,"mr. locker serves as our non-executive  cotb  and mr. cruse as our ceo and a director. assuming that the nominees listed in proposal 1 are elected as directors at the 2014 annual meeting, mr. locker will continue to serve as our non-executive  cotb  and mr. cruse as our ceo and a director. since october 26, 2004, the roles of  cotb  and ceo have been held separately. though the board of directors does not have a policy as to whether the  cotb  should be an independent director, an affiliated director, or a member of management, when the  cotb  is an affiliated director or a member of company management, or when the independent directors determine that it is in the best interests of the company, the independent directors will annually appoint from among themselves an independent co- cotb  or lead independent director (consistent with our bylaws and our corporate governance guidelines). the role of the non-executive  cotb  is to coordinate the activities of the independent directors, coordinate with the ceo and corporate secretary to set the agenda for board of directors' meetings, chair executive sessions of the independent directors, provide leadership to the board of directors and uphold high corporate governance and ethical standards, communicate effectively with management on a regular basis, provide support and advice to the  ceo , facilitate communication between and among the independent directors and management, take a lead role in the board of director's self-assessment and evaluation processes, and perform the other duties either specified in the corporate governance guidelines or assigned from time to time by the board of directors. furthermore, our board of directors currently has seven independent members and two non-independent members, messrs. cruse and arabia. assuming that the nominees listed in proposal 1 are elected as directors at the 2014 annual meeting, our board of directors will continue to have seven independent members and two non-independent members. a number of the members of our board of directors are currently serving or have served as members of senior management of other public companies and have served as directors of other public companies. we have four board committees comprised solely of independent directors. our board of directors believes its leadership structure is appropriate because it effectively allocates authority, responsibility and oversight between management and the independent members of our board of directors. it does this by giving primary responsibility for the operational leadership and strategic direction of the company to our  ceo , while enabling our non-executive  cotb  to facilitate our board of directors' independent oversight of management, promote communication between management and our board, and support our board's consideration of key governance matters. effective march 2012, (a) the company's bylaws were amended to change the voting standard for the election of directors from a plurality to a majority of all of the votes cast in uncontested elections; provided that, if the number of nominees exceeds the number of directors to be elected, the directors shall be elected by the vote of a plurality of all votes cast for election of directors at the meeting, and (b) the company adopted a director resignation policy, which requires that any incumbent director who receives a greater number of 'withheld' votes from his or her election than votes 'for' such election to promptly tender his or her resignation to the board of directors following the final tabulation of the stockholder vote in any uncontested election of directors. these changes demonstrate the company's commitment to accountability, at both the management and board levels, and ensure that stockholders' votes will effectively determine the composition of our board of directors.",0
1596,1296205,2013,"the positions of  cotb  and ceo are held by separate persons. mr. hales, the ceo , serves on the board. his main focus, however, is to provide leadership to the company in accomplishing the directives established by the board. in that role, he is responsible for the general administration, oversight, care and management of the business of the company and the subsidiaries, as well as full authority over all officers, managers and employees. ms. larabee, the chairperson of the board, is considered the lead independent director, and her role, along with the board, is to provide independent oversight of the ceo , to direct the business and affairs of the company for the benefit of its stockholders, and to balance the interests of the company's diverse constituencies including stockholders, customers, and employees. meetings of the board are chaired by ms. larabee, as the chairperson. ms. larabee also sets the agenda for such meetings. the independent directors may also from time to time meet without the presence of mr. hales as they determine it necessary to do so.",0
1597,1297336,2011,"at present, the chair position for the board is separate from the ceo position. in december 2009, in light of mr. salzman's past and continuing leadership on the board, and in recognition of his affiliation with our largest stockholder, our board appointed mr. salzman as non-executive  cotb . in making this decision, our board did not make a general determination that separation of the roles of  cotb  and ceo is necessarily a better or more effective board leadership structure for our company. rather, based on the historical relationships among our directors and the contemplated make-up of our board in the near-term, as well as the near-term growth opportunities for our company and the correlative demands on senior management time, our board determined that appointing mr. salzman as non-executive  cotb  would produce the best board leadership structure for our company and our stockholders. our board currently has five independent members and only one non-independent member, the  ceo . until recently our board consisted of seven members; however, mr. whitt, whose term otherwise would have expired at the annual meeting, resigned to take a position as our senior vice president, corporate development, effective as of april 4, 2011. the nominating and corporate governance committee, in conjunction with the full board, is set to initiate a search for a new independent director. for additional information regarding the search for an additional independent director, see proposal 1 election of directors board structure below. a number of our independent board members are currently serving or have served as members of senior management of other public companies and have served as directors of other public companies. we have three standing board committees comprised solely of directors who are considered independent under the nasdaq global select market ( nasdaq ) standards. this includes mr. kairouz, who served on our audit committee until april 8, 2011 and who is considered independent under nasdaq standards even though his affiliation with rho capital partners prevents him from satisfying the additional independence requirements under applicable federal securities laws applicable solely to service on the audit committee. mr. kairouz resigned from the audit committee as of april 9, 2011 although he will continue to serve as a member of our board and, effective april 9, 2011, as a member of the nominating and corporate governance committee. effective april 9, 2011, mr. geiger resigned from the nominating and corporate governance committee and became a member of the audit committee. our board has determined that mr. geiger satisfies the independence requirements under applicable federal securities laws applicable to service on the audit committee. we believe that the number of independent, experienced directors that make up our board, along with the independent oversight of the board by the non-executive  cotb , benefits our company and our stockholders. our board is primarily responsible for overseeing our risk management processes. our board, as a whole, determines the appropriate level of risk for our company, assesses the specific risks that we face and reviews management's strategies for adequately mitigating and managing the identified risks. although our board administers this risk management oversight function, each of our three standing board committees supports our board in discharging its oversight duties and addresses risks inherent in its respective area. we believe this division of responsibilities is an effective approach for addressing the risks we face and that our board leadership structure supports this approach. in particular, the audit committee is responsible for considering and discussing our significant accounting and financial risk exposures and the actions management has taken to control and monitor these exposures and the nominating and corporate governance committee is responsible for considering and discussing our significant corporate governance risk exposures and the actions management has taken to control and monitor these exposures. the audit committee has received periodic reports from management with regard to these types of risks and going forward, we expect that the nominating and corporate governance committee will receive periodic reports from management regarding our assessment of such risks. while the board oversees our risk management, company management is responsible for day-to-day risk management processes. our board expects company management to consider risk and risk management in each business decision, to pro-actively develop and monitor risk management strategies and processes for day-to-day activities and to effectively implement risk management strategies adopted by the audit committee and the board. our compensation committee, with input from our management, assists our board in reviewing and assessing whether any of our compensation policies and programs could potentially encourage excessive risk-taking. in considering our employee compensation policies and practices, the compensation committee reviews, in depth, our policies related to payment of salaries and wages, commissions, benefits, bonuses, stock-based compensation and other compensation-related practices and considers the relationship between risk management policies and practices, corporate strategy and compensation. a primary focus of our compensation program is intended to incentivize and reward growth in revenue, ebitda and adjusted ebitda, among other metrics. we believe these metrics are positive indicators of our long-term growth, operating results and increased stockholder value and therefore believe that our compensation program does not create risks that are reasonably likely to have a material adverse effect on the company. our bylaws provide that the number of directors which shall constitute the whole board initially shall be seven, and, thereafter shall be fixed exclusively by one or more resolutions adopted from time to time by a majority of the board. the board sets the number of directors annually prior to the annual meeting. until recently our board consisted of seven members; however, mr. whitt, whose term otherwise would have expired at the annual meeting, resigned to take a position as our senior vice president, corporate development, effective as of april 4, 2011. concurrently with mr. whitt's resignation, the board determined to reduce the size of the board to six members effective as of the date of mr. whitt's resignation. our board believes that the addition of another independent director to the board may be in the best interests of our stockholders and may enhance corporate governance and the effectiveness of our board generally. accordingly, the nominating and corporate governance committee, in conjunction with the full board, is set to initiate a search for a new independent director, although we cannot give you any assurances as to whether and when a new member will be appointed. if and when an appropriate candidate is identified, our board expects to increase its size to seven directors and appoint the new member to the class of directors whose terms expire at the 2014 annual meeting. the directors are divided into three classes. each director serves a term of three years. at each annual meeting, the term of one class expires. unless the board determines that vacancies (including vacancies created by increases in the number of directors) shall be filled by the stockholders, and except as otherwise provided by law, vacancies on the board may be filled only by the affirmative vote of a majority of the remaining directors. a director elected by the board to fill a vacancy (including a vacancy created by an increase in the number of directors) shall serve for the remainder of the full term of the class of directors in which the vacancy occurred and until such director's successor is elected and qualified. the nominee presented below, if elected, will serve as a director until the 2014 annual meeting and until he is succeeded by another qualified director, resigns or is removed from the board. the nominee listed below has given his consent to be named as a nominee for election and has indicated his intention to serve if he is elected. the board does not anticipate that the nominee will not be able to serve as a director, but in the event that the nominee is unable to serve, the board may either propose an alternate nominee, in which case the proxies will be voted for the alternative nominee, or elect to further reduce the size of the board.",0
1598,1297587,2013,"our board of trustees recognizes that one of its key responsibilities is to evaluate and determine its optimal leadership structure so as to provide independent oversight of management. our board of trustees understands that there is no single, generally accepted approach to providing board leadership and that given the dynamic and competitive environment in which we operate, the appropriate leadership structure may vary as circumstances warrant. mr. cuneo served as the  cotb  of our board of trustees from january 2009 until june 2012, and as our president and ceo since our formation in march 2004. mr. cuneo's vast experience and breadth of knowledge of our company qualified him to serve as our  cotb , president and  ceo , however, our board of trustees determined that our company and our shareholders best interests are better served as a self-managed company for the role of  cotb  to be separate from that of the ceo and that the  cotb  should be an independent trustee. this policy is reflected in our bylaws and became effective at the 2012 annual meeting of shareholders, at which time our board of trustees elected mr. charles e. black, an independent trustee, to serve as  cotb . mr. black has served as a member of our board of trustees since june 2004. our board of trustees believes that his extensive knowledge of our company, expertise in the real estate industry and his legal background make him the ideal candidate to lead our board of trustees. our board of trustees believes that this leadership structure is optimal for our company during its next phase as it strengthens our board of trustees independence and allows the ceo to focus time and attention on operating and managing our company. our board of trustees also believes that this leadership structure provides appropriate checks and balances to protect shareholder value. we do not have a lead independent trustee. our board of trustees believes that it is able to effectively provide independent oversight of our business and affairs, including the risks facing our company, without a lead independent trustee through the composition of our board of trustees, including the establishment of an independent  cotb , the strong leadership of the independent trustees, the committees of our board of trustees and the other corporate governance policies and processes already in place. our independent trustees actively collaborate together and through their respective committees. all of our trustees are free to suggest the inclusion of items on the agenda for meetings of our board of trustees or raise subjects that are not on the agenda for that meeting. our board of trustees encourages open and regular communication amongst all of our independent trustees and holds regularly scheduled executive sessions of only independent trustees in order to assure independent oversight of management.",0
1599,1297720,2013,"additionally, the board has not appointed a lead independent director. currently, the board consists of five directors, four of whom are independent. due to the small size of the board, all of the independent directors are able to closely monitor the activities of the company and meet regularly in executive sessions without management to discuss the development and strategy of the company. these executive sessions allow the independent directors to review key decisions and discuss matters in a manner that is independent of our  ceo . therefore, the board has determined that a lead independent director is not necessary at this time. as the composition of the board changes and/or grows in the future, the board of directors intends to reevaluate the need for a lead independent director. the board has determined that a majority of the members of the board of directors are independent, as independent is defined under applicable federal securities laws and the nasdaq marketplace rules. the independent directors are directors crown, florjancic, kujawa and vipperman.the board of directors has not separated the position of  cotb  and  ceo . peter t. socha currently serves as both  cotb  and ceo of the company. each of the standing committees of our board of directors is chaired by an independent director and each of our audit, compensation and governance committees is comprised entirely of independent directors. ",1
1600,1297996,2011,"we separate the roles of ceo and  cotb  in recognition of the differences between the two roles. the ceo is responsible for setting the strategic direction for the company and the day-to-day leadership and performance of the company, while the  cotb  provides guidance to the ceo and sets the agenda for board meetings and presides over meetings of the full board. because mr. magnuson, our  cotb , is an employee of the company and is therefore not independent, at each executive session of our independent directors, a presiding director is selected by a majority of the directors present in their discretion after consideration of the subject matter of the discussion. this separation of the roles of  cotb  and ceo also allows for greater oversight of the company by the board. the board has determined that the board leadership structure that is most appropriate at this time, given the specific characteristics and circumstances of the company, and the skills and experience of mr. magnuson and mr. foust, is a leadership structure based on the experienced leadership afforded by a  cotb  (currently mr. magnuson) and a full-time ceo (currently mr. foust). ",0
1601,1298675,2012,"our board believes that independent board leadership is a critical component of our corporate governance. william m. diefenderfer iii serves as our non-executive  cotb  of trustees and dean jernigan serves as our ceo and as a trustee. we believe that separating the positions of  cotb  and ceo is currently appropriate for us given mr. diefenderfer's business, legal, accounting and management experience and his knowledge and experience with our company. additionally, separating the positions of  cotb  and ceo allows us to achieve independent oversight and evaluation of our senior management and assures effective communication between the board of trustees and senior management on corporate strategy, while simultaneously allowing our ceo to focus on growing our business and implementing our strategic business plans. as non-executive  cotb , mr. diefenderfer is charged primarily with:",0
1602,1299709,2010,"currently, mr. garrabrants serves as the ceo of the company, while mr. allrich, who is independent, serves as the  cotb . the board of directors believes that this leadership structure best serves the company at this time because it allows mr. garrabrants to focus on the company's operations and strategy, while mr. allrich, among other things, can provide independent leadership for the board of directors, set the agenda for meetings, and enable other directors to raise issues and concerns for board consideration without immediately involving the ceo or other management.",0
1603,1301031,2014,"our certificate of incorporation provides for the classification of our board into three classes, each having as nearly an equal number of directors as possible. the terms of service of the three classes are staggered so that the term of one class expires each year. our board currently consists of eight directors. class i consists of thomas d. ebling, jitendra saxena and leonard schlesinger, each with a term ending in 2016. class ii consists of charles f. kane and stephan schambach, each with a term ending in 2014. class iii consists of lawrence s. bohn, jill granoff and michael j. skok, each with a term ending in 2015. at each annual meeting of stockholders, directors are elected for a full term of three years to continue or succeed those directors whose terms are expiring. upon the recommendation of our nominating and corporate governance committee, our board has nominated messrs. kane and schambach for re-election at the annual meeting as class ii directors, each to serve until 2017. our corporate governance guidelines provide that the nominating and corporate governance committee shall periodically assess the board's leadership structure, including whether the offices of  cotb  and ceo should be separate. our guidelines provide the board with flexibility to determine whether the two roles should be combined or separated based upon our needs and the board's assessment of its leadership from time to time. we currently separate the roles of ceo and  cotb . our president and ceo is responsible for setting the strategic direction for the company and the day to day leadership and performance of the company, while our  cotb  presides over meetings of the board, including executive sessions of the board, and performs oversight responsibilities. the board has not appointed a lead independent director. our board has three standing committees that currently consist of, and are chaired by, independent directors. our board delegates substantial responsibilities to the committees, which then report their activities and actions back to the full board. we believe that the independent committees of our board and their chairpersons promote effective independent governance. we believe this structure represents an appropriate allocation of roles and responsibilities for our company at this time because it strikes an effective balance between management and independent leadership participation in our board proceedings.",0
1604,1301106,2011," currently, mr. michelson serves as our ceo and mr. spachman serves as the  cotb  of our board. mr. michelson also serves as a member of our board. our board does not have a policy on whether or not the roles of ceo and  cotb  should be separate. instead, our board has the authority to choose its  cotb  in any way it deems best for us at any given point in time. accordingly, our board reserves the right to vest the responsibilities of the ceo and  cotb  in the same person or in two different individuals depending on what it believes is in our best interest. at this time, our board has determined that separation of these roles most appropriately suits us. mr. spachman is uniquely qualified to serve as our  cotb  given his historical leadership of our board, his long history with us, including his history as our founder and former  ceo , and his skills and experience in the insurance industry. further, our board believes that this division of roles allows mr. michelson to focus more of his efforts toward the management of our business. our board believes that there is no single leadership structure that would be most effective in all circumstances and, therefore, retains the authority to modify our board's structure to best address our circumstances as and when appropriate. our management is primarily responsible for assessing and managing our exposure to risk. our board is involved on an ongoing basis in the general oversight of our material identified enterprise-related risks. each of our  ceo , chief financial officer, chief investment officer and general counsel, with input as appropriate from other members of management, report and provide relevant information directly to our board on various types of identified, material operational, financial, investment, legal and business risks to which we are or may be subject, as well as mitigation strategies for certain key identified material risks. these reports, information and strategies are then reviewed, approved and monitored on an ongoing basis by our board. the role of our board in our risk oversight processes has not affected our board leadership structure or our ",0
1605,1302028,2018,"mr. langevin serves as both the  cotb  of our board of directors and the ceo of our company. we have determined that this leadership structure is appropriate because: it promotes unified leadership and direction for our company; it allows for a single, clear focus for management to execute our company's strategic initiatives and business plans; the ceo is in the best position to chair board meetings and to ensure that the key business issues and risks facing our company are brought to the board's attention; and we believe that we can more effectively execute our strategy and business plans to maximize stockholder value if the  cotb  is also a member of the management team. we do not currently have a lead independent director. the committee on directors and board governance will consider written recommendations from stockholders for potential nominees for director. the names of suggested nominees, together with the information set forth below, should be submitted for consideration in accordance with the directions for proposals to be considered for inclusion in the company's proxy materials described in the section below entitled stockholder proposals. timely nominations will be considered but may not be part of the slate nominated by our board of directors and, accordingly, would not be included in our proxy materials. in order to be a valid submission for recommendation to the committee on directors and board governance for a potential nominee, the form of recommendation must set forth: biographical information about the candidate and a statement about his or her qualifications; any other information required to be disclosed about the candidate under the securities and exchange commission's proxy rules (including the candidate's written consent to being named in the proxy statement and to serve as a director, if nominated and elected); and the names and addresses of the stockholder(s) recommending the candidate for consideration and the number of shares of our common stock beneficially owned by each.",1
1606,1304421,2010," the board currently separates the  cotb 's role from the  ceo 's role. the merits of various structural features were discussed at the time of the company's initial public offering in 2005, and that discussion has been refreshed from time to time by the corporate governance committee in the context of its periodic review of succession planning. accordingly, the board may, at any time, change the structure in the event that the board determines a different structure would be in the best interest of the company under then-existing circumstances. in the event that the  cotb  and ceo positions were to be held by the same person, the board would appoint a lead independent director. the particular attributes that our current  cotb , richard a. lumpkin, brings to the board a profile and relationships in the industry developed over many years of industry experience, and a substantial equity stake in the company make his service as  cotb  particularly useful. at the same time, mr. currey, our president and  ceo , is himself a long-time industry veteran. the separation of their roles, on the one hand, and their long-standing mutual respect and open working relationship, on the other, provides the board with a climate of informed and open dialogue, debate, and decisionmaking on topics important to the company and its stockholders. ",0
1607,1305014,2013,"ashland combines the roles of  cotb  and  ceo , which is balanced through the appointment of a lead independent director. the board believes that combining the positions of  cotb  and ceo provides clarity of leadership and is in the best interests of ashland and its shareholders at this time. the board believes that the use of a lead independent director provides appropriate independent oversight of management. independent oversight has been further assured by having only one member of management on the board. the non-management directors regularly meet alone in executive session at board meetings. the lead independent director is an independent director selected annually by the g&n committee. mr. perry is currently the lead independent director. in addition to the duties of all board members, the lead independent director: coordinates with the  cotb  to determine the appropriate schedule of meetings; places any item he or she determines is appropriate on the board's agenda; directs that specific materials be included in board mailings and works with the g&n committee, as appropriate, to assess the quality, quantity and timeliness of the flow of information from management to the board; directs the retention of consultants and advisors to report directly to the board; coordinates with the g&n committee to oversee compliance with ashland's corporate governance guidelines and to recommend appropriate revisions thereto; coordinates and develops the agenda for, and moderates executive sessions of, the board's independent directors and acts as principal liaison between the independent directors and the  cotb  and ceo on sensitive matters; and works with the g&n committee to recommend the membership of the various board committees and committee chairs. subject to any requirements of law and the rights of any class or series of capital stock of the company having a preference over the common stock as to dividends or upon liquidation pursuant to the terms of these articles of incorporation or of such class or series of stock (and notwithstanding the fact that a lesser percentage may be specified by law, these articles of incorporation or the terms of such class or series), the affirmative vote of the holders of 80% or more of the voting power of the then outstanding voting stock of the company, voting together as a single class, shall be required to remove any director without cause. for purposes of this article vi, cause shall mean the willful and continuous failure of a director to substantially perform such director's duties to the company, other than any such failure resulting from incapacity due to physical or mental illness, or the willful engaging by a director in gross misconduct materially and demonstrably injurious to the company. as used in these articles of incorporation, voting stock shall mean shares of capital stock of the company entitled to vote generally in an election of directors. subject to any requirements of law and the rights of any class or series of capital stock of the company having a preference over the common stock as to dividends or upon liquidation pursuant to the terms of these articles of incorporation or of such class or series of stock, newly created directorships resulting from any increase in the number of directors may be filled by the board of directors, or as otherwise provided in the by-laws, and any vacancies on the board of directors resulting from death, resignation, removal or other cause shall only be filled by the affirmative vote of a majority of the remaining directors then in office, even though less than a quorum of the board of directors, or by a sole remaining director, or as otherwise provided in the by-laws. any director elected in accordance with the preceding sentence shall hold office for the remainder of the full term of the class of directors in which the new directorship was created or the vacancy occurred and until such director's successors shall have been elected and qualified. c/o corporate election services p.o. box 1150 pittsburgh pa 15230",1
1608,1306830,2012,"under the company's by-laws, in uncontested elections, such as this one, where the number of nominees does not exceed the number of directors to be elected, a director nominee must receive the affirmative vote of a majority of the votes cast at the annual meeting of stockholders in order to be elected. the board believes this majority vote standard appropriately gives stockholders a greater voice in the election of directors than a plurality voting standard does. under the general corporation law of the state of delaware, an incumbent director who fails to receive the required vote holds over, or continues to serve as a director, until his or her successor is elected and qualified. in order to address this hold over issue, board policy requires an incumbent nominee who fails to receive the required vote to tender his or her resignation. following receipt of such a resignation, the board will act on it within 90 days of the certification of the vote. in considering whether to accept or reject the resignation, the board will consider all factors it deems relevant, including the underlying reason for the voted result, the director's contributions to the company during his or her tenure, and the director's qualifications. the board may accept or reject the resignation. only independent directors will participate in the deliberations regarding a tendered resignation. the board of directors believes that it is in the best interests of the company and its stockholders to continue to provide for an incentive plan under which equity-based and cash-based compensation awards made to the company's named executive officers (other than the chief financial officer) can qualify for deductibility by the company for federal income tax purposes. accordingly, the 2009 gip has been structured in a manner such that awards under it can satisfy the requirements for performance-based compensation within the meaning of section 162(m) of the code ( section 162(m) ). in general, under section 162(m), in order for us to be able to deduct compensation in excess of $1 million paid in any one year to our named executive officers (other than the chief financial officer), such compensation must qualify as performance-based. one of the requirements of performance-based compensation for purposes of section 162(m) is that the material terms of the performance goals under which compensation may be paid be disclosed to and approved by the company's stockholders. for purposes of section 162(m) the material terms include: the business and affairs of the company are managed under the direction of the board of directors. the board believes that good corporate governance is foundational to achieving business success and in fulfilling the board's responsibilities to stockholders. the board believes that its practices align management and stockholder interests. highlights of our corporate governance practices are described below. the board believes that the existence of a lead director with this scope of responsibilities supports strong corporate governance principles while deriving the benefit of having the company's ceo also serve as  cotb . the board believes that the company's current leadership structure of the combined  cotb / ceo  leadership role coupled with a lead director enhances the  cotb / ceo  's ability to provide insight and direction on important strategic initiatives to both management and independent directors and, at the same time, ensures that the appropriate level of independent oversight is applied to all management and board decisions. ",1
1609,1307954,2013,"according to our bylaws, the  cotb  is elected by all of the directors on the board to preside at all meetings of the stockholders and of the board. the  cotb  is also required to make reports to the board and the stockholders and to ensure that all orders and resolutions of the board and any of its committees are carried into effect. our bylaws also allow the board to elect an executive  cotb . if elected, the executive  cotb  fills the role of  cotb  and has other powers and duties including, among others, consulting on the strategic vision of our company and serving as a facilitator for communication between our officers and the board. in accordance with our corporate governance guidelines, the executive  cotb  is also responsible for establishing the agenda for each board meeting. at the beginning of the year, the executive  cotb  establishes a schedule of agenda subjects to be discussed during the year (to the degree this can be foreseen). each board member is also free to suggest the inclusion of additional items on the agenda and to raise at any board meeting subjects that are not on the agenda for that meeting. jon m. huntsman is currently the executive  cotb . as such, he also fills the role of  cotb . in accordance with our corporate governance guidelines, the board has no policy with respect to the separation of the offices of  cotb  and  ceo . our bylaws expressly allow our  cotb  to also serve as president or  ceo , if so elected by the board. the board believes that this issue should be considered periodically as part of the succession planning process and that it is in the best interests of our company for the board to make a determination regarding this issue each time it appoints a new  ceo . based on these principles, the board may determine that it is appropriate in the future to combine the roles of  cotb  and  ceo . our bylaws also allow the board to elect one or more vice chairmen to preside at board and stockholder meetings and to perform such other duties as may be delegated by the board, in either case in the absence of  cotb . the board believes that it obtains effective additional board leadership through the role of the vice  cotb , which is currently filled by mr. archibald, who also serves as lead independent director. in accordance with our corporate governance guidelines, the non-management directors meet in executive session without management at each regularly scheduled board meeting, or more frequently as needed at the call of one or more of our non-management directors. our corporate governance guidelines also require that our independent directors meet in executive session at least once annually without those non-management directors who are not independent, or more frequently as needed at the call of one or more of our independent directors. mr. archibald, who serves as vice  cotb  and lead independent director, has been designated as the presiding director at these sessions. we believe that the appropriate board leadership structure for our company may vary, depending on the circumstances facing the board and our company at any given time. for example, we have revised the board's leadership structure in the past to address specific needs, such as the formation of a litigation committee (in november 2008) and the change of jon m. huntsman's role from  cotb  to executive  cotb  (in february 2009) in recognition of his ongoing strategic leadership at both a board and an executive level. we believe that our current board leadership structure efficiently addresses our company's present needs and allows the board to fulfill its role in exercising effective, independent oversight of our management on behalf of our stockholders. the board further believes that we have in place effective structures, processes and arrangements to ensure that the work of the board is completed in a manner that maintains the highest standards of corporate governance, independence and leadership, as well as continued accountability of management.",0
1610,1308606,2014," for a discussion of why the board believes mr. nolan's service as both  cotb  and ceo is in the best interest of the company and our stockholders. board of directors leadership structure our board recognizes that one of its key responsibilities is to evaluate and determine its optimal leadership structure so as to provide effective oversight of management. the board understands that no single approach to board leadership is universally accepted and that the appropriate leadership structure may differ depending on a company's size, industry, operations, history and culture. consistent with this understanding, our board, led by the nominating and corporate governance committee, conducts an annual evaluation to determine the optimal leadership structure for us and for our stockholders. at the current time, the board believes that our existing leadership structure under which our ceo also serves as  cotb  and a lead independent director assumes specific responsibilities on behalf of the independent directors is effective, provides the appropriate balance of authority between those who oversee our company and those who manage it on a day-to-day basis and achieves the optimal governance model for us and for our stockholders. mr. gilbert has been a director of spirit realty capital since our initial public offering in september 2012 and currently is the chief investment officer and head of acquisitions of clarion partners, a real estate investment company formerly owned by ing group, a role in which he has served since 2010. mr. gilbert is a member of clarion partners executive board, compensation committee and operating committee, as well as  cotb  of its investment committee. mr. gilbert is also responsible for clarion partners research and investment strategy group, ensuring that research is fully integrated into all phases of the investment process. mr. gilbert joined clarion partners in 2007 as a managing director and global head of the ing global opportunity fund. from 2005 to 2007, he worked as a managing director and head of the alternative real estate group at jpmorgan asset management and, from 1998 to 2004, worked as a general partner and head of the worldwide real estate group at jpmorgan partners, which is the private equity branch of jpmorgan chase. he also served as the co- cotb  of the peabody funds, an $830 million global real estate opportunity fund jointly sponsored by jpmorgan partners and the o connor group, from 2001 to 2004. from 1996 to 1998, mr. gilbert served as a senior investment officer of the california public employees retirement system (calpers) and, from 1982 to 1996, worked in the real estate industry in various positions at jpmorgan & company, prudential real estate investors, first boston corporation and salomon brothers, inc. from 1980 to 1982, mr. gilbert worked for price waterhouse as an auditor and consultant. mr. gilbert received a ba in accounting from the university of massachusetts amherst and an mba in real estate finance from the wharton school of finance at the university of pennsylvania. mr. gilbert was nominated by our board to serve as a director based on his over 30 years experience in the real estate industry and with real estate investment trust business models, his experience as a successful operating executive, and his capital markets and financial knowledge and expertise. ",1
1611,1310114,2012,"our board of directors currently believes that our company is best served by combining the roles of a  cotb  and  ceo , coupled with a lead independent director. mr. smerklo, our  ceo , is the director most familiar with our business and industry, and most capable of effectively identifying strategic priorities and leading the discussion and execution of strategy. independent directors and management have different perspectives and roles in strategy development. our independent directors bring experience, oversight and expertise from outside the industry, while our ceo brings company-specific experience and expertise. our board of directors believes that the combined role of  cotb  and ceo is the best leadership structure for us at the current time because it promotes the efficient and effective development and execution of our strategy and facilitates information flow between management and our board of directors, which are essential to effective governance. bruce dunlevie is our lead independent director. as the lead independent director, mr. dunlevie is responsible for helping to set the agendas for board meetings, coordinating the activities of the independent directors and presiding over board meetings if the  cotb  is absent. in addition, the lead independent director presides over executive sessions without the presence of the non-independent directors or members of the company's management from time to time as deemed necessary or appropriate. the lead independent director also has the authority to call meetings of the independent directors and is available for consultation or direct communication. the role given to the lead independent director helps ensure a strong, independent and active board of directors. our board of directors is currently composed of nine members. our certificate of incorporation and bylaws provide that the number of our directors shall be one or more members, as determined from time to time by resolution of our board of directors. our board of directors is divided into three staggered classes of directors. at each annual meeting of stockholders, a class of directors will be elected for a three-year term to succeed the class of directors whose terms are then expiring. the terms of the directors will expire upon the election and qualification of successor directors at the annual meetings of stockholders to be held during the years 2014 for the class iii directors, 2015 for the class i directors and 2016 for the class ii directors. ",1
1612,1311230,2014,"our board of directors currently consists of eight members, comprised of six non-employee members, our president and our  ceo . the authorized number of directors may be changed only by resolution of the board of directors. our bylaws provide that the board is divided into three classes with staggered terms described below, with each class to be as nearly equal in number as possible. any additional directorships resulting from an increase in the number of directors would be distributed among the three classes so that, as nearly as possible, each class would consist of one-third of the directors. our three classes of directors are: class i directors, who currently consist of ian t. clark, william d. lese and peter kovacs, whose terms will expire at our annual meeting of stockholders to be held in 2015; class ii directors, who consist of michael v. arbige, jerry fiddler and ann mather, whose terms expire at this annual meeting, all of whom are being nominated for re-election; and class iii directors, who consist of jonathan s. wolfson and harrison f. dillon, whose terms will expire at our annual meeting of stockholders to be held in 2014. upon expiration of the terms set forth above, each director's successor elected upon expiration of the applicable term will serve until such director's successor has been duly elected and qualified at the third annual meeting following his or her election, or until such director's earlier death, resignation or removal. under delaware law, our directors may be removed for cause by the affirmative vote of the holders of a majority of our voting stock. we seek to achieve an appropriate level of diversity in the membership of our board of directors and to assemble a broad range of skills, expertise and knowledge to benefit our business. the nominating and corporate governance committee and the full board of directors annually assess the composition of our board of directors, considering diversity across many dimensions, including industry experience, functional areas and skills (e.g., technology and finance), geographic scope, public and private company experience, and director experience in the context of an assessment of the current and expected needs of the board. the nominating and corporate governance committee reviews director candidates based on the board's needs as identified through this assessment and other factors and considers, among other things, independence, character, demonstrated leadership, skills, including financial expertise, and experience in the context of the needs of the board. although the board does not have a formal policy regarding board diversity, the board believes that having such diversity among its members enhances the board's ability to make fully informed, comprehensive decisions. our board of directors does not have a formal policy with respect to whether our ceo ( ceo  ) should also serve as our  cotb  ( cotb ). since march 2003, we have had different individuals serving as  cotb  of our board of directors and our ceo . currently, jerry fiddler is our  cotb  and jonathan s. wolfson is our ceo . our board of directors believes that its current leadership structure best promotes the board's objective to effectively oversee management; the ability of our board of directors to carry out its roles and responsibilities on behalf of the stockholders; and our company's overall corporate governance. our board of directors also believes that the current separation of the  cotb  and ceo roles allows mr. wolfson, a founder of the company, to develop and execute the company's corporate strategy and focus on day-to-day operations and company performance while leveraging mr. fiddler's experience, independence and tenure as a director of the company, which dates back to 2004. our board of directors periodically reviews the leadership structure and may make changes in the future.",0
1613,1311241,2012,"our board of directors has separated the positions of  cotb  and  ceo . separating these positions allows our ceo to focus on our day-to-day business, while allowing the  cotb  to lead the board in its fundamental role of providing advice to and independent oversight of management. the board recognizes the time, effort and energy that the ceo is required to devote to his position in the current business environment, as well as the commitment required to serve as  cotb , particularly as the board's oversight responsibilities continue to grow. while our bylaws and corporate governance guidelines do not require that our  cotb  and ceo positions be separate, the board believes that having separate positions and having an independent outside director serve as  cotb  is the appropriate leadership structure for the company at this time, and demonstrates our commitment to good corporate governance. while our board is ultimately responsible for risk oversight, our board committees assist the board in fulfilling its oversight responsibilities in certain areas of risk. in particular, our audit committee focuses on financial risk, including internal controls. our nominating and corporate governance committee focuses on the management of risks associated with independence of the board, potential conflicts of interest and corporate governance. finally, our compensation committee assists the board in fulfilling its oversight responsibilities with respect to the management of risks arising from our compensation policies and programs.",0
1614,1311596,2014,"the positions of our  cotb  and ceo are separated. although our bylaws do not require our  cotb  and ceo positions to be separate, our board believes that having separate positions is the appropriate leadership structure for us at this time and demonstrates our commitment to good corporate governance.. separating these positions allows our ceo to focus on our day-to-day business, while allowing the  cotb  to lead the board in its fundamental role of providing advice to and independent oversight of management. our board of directors recognizes the time, effort and energy that the ceo must devote to his position in the current business environment, as well as the commitment required to serve as our  cotb , particularly as the board's oversight responsibilities continue to grow. our board also believes that this structure ensures a greater role for the independent directors in the oversight of our company and active participation of the independent directors in setting agendas and establishing priorities and procedures for the work of our board. the board has determined that our  cotb  is not independent within the meaning of the nasdaq marketplace rules. as a result, we periodically consider the benefits of appointing a lead independent director, however to date, our board has chosen not to do so. the board has overall responsibility for risk oversight, including, as part of regular board and committee meetings, general oversight of our officers management of risks relevant to the company. a fundamental part of risk oversight is not only understanding the material risks a company faces and the steps management is taking to manage those risks, but also understanding what level of risk is appropriate for the company. the involvement of the board in reviewing our business strategy is an integral aspect of the board's assessment of management's tolerance for risk and also its determination of what constitutes an appropriate level of risk for the company. while the full board has overall responsibility for risk oversight, the board has delegated oversight responsibility related to certain risks to committees of the board, including the audit committee. the audit committee is responsible reviewing our policies with respect to risk assessment and risk management, as well as coordinating our internal control over financial reporting, disclosure controls and procedures and code of conduct. the audit committee receives regular reports from officers responsible for oversight of particular risks within the company at its regularly scheduled meetings and other reports as requested by the audit committee from time to time. based on our audit committee's conclusion that our disclosure controls and procedures were not effective in prior fiscal years as described in item 9a of our annual report on form 10-k for the fiscal year ended december 31, 2013 under the heading evaluation of disclosure controls and procedures, we have implemented and are continuing to design and implement procedures and controls designed to remediate material weakness and underlying significant deficiencies identified by our audit committee. these procedures and controls have not yet been tested, however at its regularly scheduled meetings and as it otherwise requests, the audit committee receives reports from the officers responsible for implementing such remediation measures on the status and perceived effectiveness of our revised disclosure controls and procedures. in addition, we recently hired r. don elsey to serve as our senior vice president, finance and chief financial officer, which we expect will assist in improving the effectiveness of our disclosure controls and procedures. our board satisfies its overall responsibility through full reports by each committee chair, including the chair of the audit committee, regarding the committee's considerations and actions, as well as through regular reports directly from relevant officers within the company. our board believes that full and open communication between management and the board is essential for effective risk management and oversight. our board believes its administration of its risk oversight function has not affected its leadership structure.",0
1615,1313275,2016,"our corporate governance guidelines also dictate that a majority of the board be comprised of independent directors whom the board has determined have no material relationship with the company and who are otherwise independent directors under the published listing requirements of the nasdaq stock market. our corporate governance guidelines do not dictate a particular board structure, and the board is given the flexibility to select its  cotb  and our ceo in the manner that it believes is in the best interests of our stockholders. accordingly, the  cotb  and the ceo may be filled by one individual or two. the board has currently determined that having jeremy allaire serve as  cotb  and david mendels serve as ceo is in the best interests of the stockholders. we currently separate the roles of ceo and  cotb  in recognition of the differences between the two roles as they are presently defined. the ceo is responsible for setting the strategic direction for the company and for the day-to-day leadership and performance of the company, while the  cotb  provides guidance to the ceo and leads the board. the board believes its administration of its risk oversight function has not affected the board's leadership structure. ",0
1616,1314475,2013,"the board of directors does not have a policy regarding the separation of the roles of ceo and  cotb  as the board believes it is in the best interests of the company to make that determination based on the position and direction of the company and the membership of the board of directors. currently, michael kumin, a non-employee, independent director serves as the  cotb . companies face a variety of risks, including credit risk, liquidity risk, and operational risk. the board of directors believes an effective risk management system will (1) timely identify the material risks that the company faces, (2) communicate necessary information with respect to material risks to senior executives and, as appropriate, to the board or audit committee, (3) implement appropriate and responsive risk management strategies consistent with the company's risk profile, and (4) integrate risk management into company decision-making. the board has designated the audit committee to take the lead in overseeing risk management and the audit committee discusses with management the company's major financial risk exposures and the steps management has taken to monitor and control such exposures, including the company's risk assessment and risk management policies. the board encourages management to promote a corporate culture that incorporates risk management into the company's corporate strategy and day-to-day business operations. the board also works, with the input of the company's executive officers, to assess and analyze the most likely areas of future risk for the company.",0
1617,1314772,2012,"one of the key responsibilities of the board of directors is to assist the company in developing strategic direction and to hold management accountable for the execution of strategy once it is developed. the board of directors believes the combined role of  cotb  and  ceo , together with an independent lead director having the duties described below, is in the best interests of our company because it provides the appropriate balance between strategy development and independent oversight of management. for the reasons discussed above, it is our belief that it is in the best interest of our company and its stockholders to approve the 2012 plan. accordingly, the board of directors has adopted the 2012 plan, subject to stockholder approval. the 2012 plan allows our company to continue to use stock-based compensation and performance-based compensation (both cash and equity) as a core component of our overall compensation program.",1
1618,1315695,2014,"the board of directors has reviewed the board leadership structure of rockwood and determined that the combined role of  cotb  and ceo is appropriate in light of, among other things, the market capitalization and size of the company. mr. ghasemi's leadership abilities, as exemplified by his ability to transform the company, and his other accomplishments since joining rockwood makes him qualified to fill both positions. our corporate governance guidelines require the independent directors of the board of directors to elect a lead independent director when the roles of  cotb  and ceo are combined. such lead independent director will be elected annually by plurality vote of the independent directors at the meeting of the board of directors immediately following the annual meeting of stockholders. although elected for a term of one year, the lead director is generally expected to serve for more than one year. generally, no independent director may serve as a lead director for more than five consecutive years. the lead independent director is responsible for: presiding at all non-management executive sessions; presiding over all meetings of the board of directors at which the  cotb  is not present; communicating to the ceo , together with the chairperson of the compensation committee, the results of the board of director's evaluation of the ceo 's performance; collaborating with the ceo on the agenda for meetings of the board of directors and the need for special meetings; serving as a liaison for stockholders who request direct communication with the board of directors; and recommending, with committee chairpersons, to the board of directors the retention of consultants and advisors. our independent directors elected nance k. dicciani to serve as lead independent director and she has been serving since october 2009.",1
1619,1316175,2017,"the positions of  cotb  and ceo are presently separated and have historically been separated at anthera. separating these positions allows our ceo to focus on our day-to-day business, while allowing the  cotb  to lead the board of directors in its fundamental role of providing advice to, and independent oversight of, management. our board of directors recognizes the time, effort and energy that the ceo is required to devote to his position in the current business environment, as well as the commitment required to serve as our  cotb , particularly as the board of directors oversight responsibilities continue to grow. our board of directors also believes that this structure ensures a greater role for the independent directors in the oversight of our company and active participation of the independent directors in setting agendas and establishing priorities and procedures for the work of our board of directors. our board of directors believes its administration of its risk oversight function has not affected its leadership structure. while our bylaws and corporate governance guidelines do not require that our  cotb  and ceo positions be separate, our board of directors believes that having separate positions and having an independent outside director serve as  cotb  is the appropriate leadership structure for us at this time and demonstrates our commitment to good corporate governance. our separated  cotb  and ceo positions are augmented by the independence of six of our seven directors, and our three entirely independent board committees that provide appropriate oversight in the areas described above. at executive sessions of independent directors, these directors speak candidly on any matter of interest, without the ceo or other executives present. the independent directors met seven times in 2013 without management present. we believe this structure provides consistent and effective oversight of our management and the company.",0
1620,1316835,2013,"for the vote on the election of the class ii director nominees to serve until the 2016 annual meeting, stockholders may: vote in favor of all nominees, vote to withhold votes from all nominees, or vote to withhold votes as to specific nominees. directors will be elected by a plurality of the votes cast in person or by proxy at the annual meeting. accordingly, abstentions have no effect on proposal 1. the board recommends a vote for each of the director nominees. the mission of the board is to provide strategic guidance to the corporation's management, to monitor the performance and ethical behavior of the corporation's management, and to maximize the long-term financial return to the corporation's stockholders, while considering and appropriately balancing the interests of other stakeholders and constituencies. the board consists of ten directors. the board is led by the  cotb , paul levy, who is affiliated with jll partners, inc. floyd sherman, the corporation's ceo and the only employee director, does not have any formal leadership role with the board. mr. levy takes a leading role in establishing the timing, agenda, and procedure of board meetings. however, each of the directors actively participates in guiding the actions of the board. the board has determined that this leadership structure is appropriate and effective due to the board's size, the working relationship that has developed between the directors as a result of their length of service on the board, and the significant experience that the members of the board have as directors and members of senior management with other companies. the corporation's board of directors recognizes that, although day-to-day risk management is primarily the responsibility of the corporation's management team, the board plays a critical role in the oversight of risk management. in that light, the board is active, as a whole and also at the committee level, in reviewing management's assessment of the major risks facing the corporation and management's processes for monitoring and controlling these risks. the board regularly receives information from senior management regarding the corporation's financial results, credit, liquidity, operations, and other matters, as well as reports from the corporation's audit committee and compensation committee. during its review of such information, the board discusses and analyses risks associated with each area, as well as risks associated with new business ventures and those relating to the company's executive compensation plans and arrangements. the board assumes ultimate responsibility for ensuring that the corporation's management adequately assesses the risks facing the corporation and appropriately manages those risks. the audit committee is specifically responsible for overseeing and monitoring the quality and integrity of the corporation's financial reports and other financial information provided to its stockholders. this includes reviewing the results of management's risk assessment and compliance with management policies as they relate to financial reporting. the audit committee also monitors the corporation's compliance with legal and regulatory requirements and the risks associated therewith. on a regular basis, the audit committee reviews with senior management significant areas of risk exposure, including financial reporting controls, operational risks, pending litigation, employee issues, and issues arising from complaints to the corporation's hotline and other risk detection mechanisms. the compensation committee reviewed with management the design and operation of our compensation programs for all employees, including executive officers, for the purpose of determining whether such programs might encourage inappropriate risk-taking that could have a material adverse effect on the corporation. after conducting its evaluation, the compensation committee concluded that the corporation's compensation programs do not encourage employees to take risks that are reasonably likely to have a material adverse effect on the corporation.",0
1621,1317872,2010," our board of directors consists of nine members. we have a separate  cotb  and  ceo . dr. mackie, who was a co-founder of the company, continues to play an active and integral role in the company. the independent directors, who comprise over 75% of the board's membership, are involved in setting the agendas for meetings, routinely hold executive sessions of independent directors only at most meetings, participate in annual strategic planning sessions and otherwise participate actively in the oversight and direction of the company. ",0
1622,1317945,2010,"the board of directors exercises oversight of the company and its business through the company's executive management. under the company's bylaws, the board annually elects a  cotb , who may or may not be an officer of the company, and who presides at all meetings of the shareholders and the directors, and a  ceo , who has the general and active management of the business of the company. since 2005, when omega flex, inc. became a publicly-traded corporation and continuing to the present time, john e. reed has been the  cotb , and the position of the company's ceo has been held by kevin r. hoben. the board of directors has determined that this leadership structure is appropriate in that the separation of the offices of  cotb  and ceo enhances board independence and oversight. moreover, the separation of the  cotb  and ceo allows the ceo to focus on his responsibilities of the day-to-day running the company and expanding and strengthening the company, and allows the  cotb  to lead the board in its fundamental role of providing advice to and independent oversight of management. risk is inherent in every business and the company is subject to many risks which have been described in our periodic filings. management is responsible for the day-to-day management of the risks that the company faces and the board of directors is responsible for the oversight of risk management. while the board is ultimately responsible for risk oversight at the company, our board committees assist the board in these oversight responsibilities in certain areas of risk. most notably, the audit committee has general oversight with respect to risk management in the areas of financial reporting, internal controls and compliance with legal and regulatory requirements and reports to the board on these matters regularly.",0
1623,1318008,2015,"if the shareholders do not ratify the selection of moss adams llp as our independent registered public accounting firm for fiscal 2011, our board of directors will evaluate what would be in the best interests of our company and our shareholders and consider whether to select a new independent registered public accounting firm for the current fiscal year or whether to wait until the completion of the audit for the current fiscal year before changing our independent registered public accounting firm. we separate the roles of ceo ( ceo ) and  cotb  (  cotb  ) in recognition of the differences between the two roles. our ceo , richard m. brooks, is responsible for setting the strategic direction for the company and the day to day leadership and performance of the company, while our  cotb , thomas d. campion, provides guidance to the ceo and sets the agenda for board meetings and presides over meetings of the full board of directors. because mr. campion is an employee of the company and is therefore not independent, our board has appointed the  cotb  of our governance and nominating committee, matthew l. hyde, as the company's lead independent director. the lead independent director has responsibility to: ",0
1624,1318605,2014,"specifically, our limited supermajority voting provisions protect the company and its stockholders from unsolicited acquisition proposals and hostile takeover initiatives proposed by third parties, particularly during temporary decreases in the company's stock price. such proposals may include terms that our board of directors determines to be harmful to the company's fundamental goal, as well as to its strategic plans and objectives, or otherwise unfair to its stockholders. takeover financing mechanisms often used by corporate raiders could limit the company's operational freedom, and once in control, these third parties may further prioritize short-term gains at the cost of the company's ability to achieve its fundamental goals, greater ultimate success and stockholder value. our limited supermajority voting requirements provide our board of directors and stockholders with a chance to fully understand the terms of such a transaction, negotiate improvements to them, and evaluate strategic alternatives that may be in the best interests of the company and its stockholders. these provisions are particularly appropriate since there is a relatively concentrated share ownership structure in the company. without the protection of our limited supermajority voting requirements, a handful of large stockholders could more easily impose fundamental governance changes on the company even if a near majority of the remaining stockholders disagreed. elon musk has served as ceo since october 2008 and as  cotb  since april 2004. in addition, we have had a lead independent director since 2010. the board of directors believes that its current leadership structure, in which the positions of  cotb  and ceo are held by mr. musk, together with a lead independent director with broad authority, is appropriate at this time and provides the most effective leadership for tesla in a highly competitive and rapidly changing technology industry. in addition, our corporate governance policies and practices provide for oversight of tesla's business and senior management by experienced independent directors and minimize any potential conflicts that may result from combining the positions of ceo and  cotb . the board believes that an important component of the board's leadership structure is having an effective lead independent director in place with broad authority to direct the actions of the independent directors and regularly communicate with the  ceo . the role of lead independent director is currently held by mr. gracias, the ceo of vmc, who has been a director of tesla since may 2007 and was appointed as the lead independent director in september 2010. as lead independent director, among other things, mr. gracias: in addition, the board has three standing committees audit, compensation, and nominating and corporate governance, which are each further described below. each of the board committees is comprised solely of independent directors, and each committee has a separate chair. our independent directors generally meet in executive session at each regularly scheduled board meeting, and at such other times as necessary or appropriate as determined by the independent directors. in addition, on an annual basis, as part of our governance review and succession planning, the board of directors (led by the nominating and corporate governance committee) evaluates our leadership structure to ensure that it remains the optimal structure for tesla. ",1
1625,1318641,2011,"the board of directors has adopted corporate governance guidelines, which it reviews from time to time, to assist the board of directors in fulfilling its responsibility to exercise its business judgment in what it believes to be the best interests of our stockholders. the corporate governance guidelines are posted on our website, www.cbiolabs.com, under the link investors and the section therein titled corporate governance. our corporate governance guidelines describe our policies concerning, among other things, the role of the board of directors and management, proper board functions, independence, and committee matters. the positions of  cotb  and ceo are currently held by different persons, although we do not have a policy requiring that to be the case. instead, our board of directors has the authority to choose its  cotb  in any way it deems best for us at any given point in time. accordingly, our board of directors reserves the right to vest the responsibilities of the ceo and  cotb  in the same person or in two different individuals depending on what it believes is in our best interest. at this time, our board of directors has determined that separation of these roles most appropriately suits us. dr. kasten is uniquely qualified to serve as our  cotb  given his leadership of our board of directors since we became a public company in 2006, his experience as a director and member of board committees of other public biotechnology companies and his skills and experience in the biotechnology industry in both a research and commercial capacity. further, our board of directors believes that this division of roles allows dr. fonstein to focus more of his efforts to achieving the goals and objectives of our strategic plan. our board of directors believes that there is no single leadership structure that would be most effective in all circumstances and, therefore, retains the authority to modify our board's structure to best address our circumstances as and when appropriate.",0
1626,1319009,2013,"the articles of the company require the board to have at least three (3) directors. the current board is comprised of five (5) directors. the board has reviewed the company's current board leadership structure which consists of a combined  cotb  and ceo in light of the composition of the board, the company's size, the nature of the company's business, the regulatory framework under which the company operates, the company's shareholder base, the company's peer group and other relevant factors, and has determined that a combined  cotb  and ceo position is currently the most appropriate board leadership structure for the company. the board noted the following factors in reaching its determination: the board acts efficiently and effectively under its current structure, where the ceo also acts as  cotb . a combined  cotb / ceo  is in the best position to be aware of major issues facing the company on a day-to-day and long-term basis, and is in the best position to identify key risks and developments facing the company to be brought to the board's attention. a combined  cotb / ceo  position reduces the potential for confusion and duplication of efforts, including among employees. a combined  cotb / ceo  position reduces the potential for confusion as to who leads the company, providing the company with a single public face in dealing with shareholders, employees, regulators, analysts and other constituencies. a substantial majority of the company's peer group utilizes a board structure with a combined  cotb  and  ceo . the company does not have a lead independent director. given the size of the board, the board believes that the presence of three (3) independent directors out of the five (5) directors on the board, each of whom sits on the board's committees, is sufficient independent oversight of the  cotb / ceo . the independent directors work well together in the current board structure and the board does not believe that selecting a lead independent director would add significant benefits to the board oversight role.",1
1627,1320002,2010,"the board believes that our leadership structure, with separate persons serving as our  cotb  and  ceo , is in the best interests of our shareholders at this time. our ceo is responsible for setting the strategic direction for the company and the day-to-day leadership of our management and employees. our  cotb  is responsible for providing guidance to our ceo and presides over meetings of the board of directors. we believe that the role of a separate  cotb  also enhances the independent oversight of the management of the company and ensures that our board is fully engaged with the company's strategy and how it is being implemented. ",0
1628,1320947,2013,"the board periodically considers the appropriate leadership structure for the company and believes that it is important to retain the flexibility to be able to adjust the leadership structure as circumstances require. in february 2012, the board decided to have an independent director serve as the  cotb , and at that time, mr. zollars was appointed to that role. in deciding to separate the roles and to have an independent director serve as  cotb , the board considered diamond's corporate governance requirements and anticipated time commitments required from the board distinct from requirements of the ceo . mr. driscoll, our  ceo , serves on the board and is a bridge between management and the board so that both groups act with a common purpose. the ceo 's membership on the board enhances his ability to provide insight and direction on important strategic initiatives to both management and the non-employee directors. we believe mr. driscoll, our ceo , and mr. zollars have an excellent working relationship.",0
1629,1321268,2013,"the position of  cotb  and ceo are held by different individuals in recognition of the differences between the two roles. the duties of the  cotb  include providing strategic guidance, presiding over meetings of the full board and executive sessions of independent directors, calling executive sessions and special meetings of the board, advising and consulting with the ceo and other executive officers, and the chairmen of the audit committee, compensation/human resources committee and other committees, and conducting the affairs of the acquisition committee and the executive committee as  cotb . the duties of the ceo include developing the strategic plan and tactical initiatives for the company in consultation with senior management and the board, making recommendations regarding the composition of the company's management team, and implementing approved strategic and tactical plans and initiatives. we believe that our current leadership structure is an effective structure for the company.",0
1630,1321646,2010,"prior to our initial public offering, kraton polymers llc was the operating entity that conducted our daily business. polymer holdings, llc (which converted into kraton performance polymers in connection with our initial public offering) was the sole member of kraton polymers llc. the board of polymer holdings, llc did not meet on a regular basis in 2009. relevant corporate governance at the board level was undertaken at the operating company level at kraton polymers llc. consequently, the following disclosure will demonstrate limited activity at the kraton performance polymers board level. however, because kraton performance polymers is now a publicly-traded company subject to the nyse listing standards, corporate governance activities will be undertaken by kraton performance polymers, which intends to meet all applicable governance standards and requirements at all applicable times. our board believes it is preferable at this time for one of our independent directors to serve as  cotb ; therefore, we separate the roles of  cotb  and  ceo . our  cotb  presides at meetings of the board of directors and the stockholders. he leads the board's oversight of the management of our company. our ceo is responsible for implementing the policies adopted by the board and exercising general superintendence over all the business and affairs of the company. we believe our leadership structure is appropriate for our company because our independent  cotb , dan f. smith, can bring his extensive experience in the petrochemical industry, and in executive management generally, to bear on matters relating to our board's oversight of our execution of our strategy, while mr. fogarty is able to use his extensive experience in the chemical industry and knowledge of the day to day operations of our business to focus his abilities on executing that strategy. our management continually monitors the material risks facing our company, including financial risk, strategic risk, operational risk, and legal and compliance risk. management regularly reports to the board on its activities in monitoring and mitigating such risks. overall responsibility for risk oversight rests with our board of directors. in addition, the board may delegate risk oversight responsibility to a particular committee in situations in which the risk falls within the committee's area of focus or expertise. our board believes that for certain areas of risk, our company is better served by having the initial risk evaluation and risk monitoring undertaken by a subset of the entire board that is more focused on the issues pertaining to the particular risk. for instance, our compensation committee assists the board in evaluating risks relating to our compensation policies and procedures. also, our audit committee assists the board in fulfilling the board's oversight responsibility relating to the evaluation of financial and enterprise risks. as it deems necessary, the respective committee to which oversight and monitoring of a particular risk has been assigned reports on risk exposures and mitigation strategies with respect to such risk to the entire board.",0
1631,1321741,2011,"since our inception, mr. gladstone has served as  cotb  of our board and our  ceo . our board believes that our ceo is best situated to serve as  cotb  because he is the director most familiar with our business and industry, and most capable of effectively identifying strategic priorities and leading the discussion and execution of strategy. in addition, mr. adelgren, one of our independent directors, serves as the lead director for all meetings of our independent directors held in executive session. the lead director has the responsibility of presiding at all executive sessions of our board, consulting with the  cotb  and ceo on board and committee meeting agendas, acting as a liaison between management and the independent directors and facilitating teamwork and communication between the independent directors and management. our board believes the combined role of  cotb  and  ceo , together with an independent lead director, is in the best interest of stockholders because it provides the appropriate balance between strategic development and independent oversight of risk management. in coming to this conclusion, the board considered the importance of having an interested chairperson that is familiar with our management activities, our portfolio companies and the operations of our adviser. the board concluded that the combined role enhances, among other things, the board's understanding of our investment portfolio, business, finances and risk management efforts. in addition, the board believes that mr. gladstone's employment by the adviser better allows for the efficient mobilization of the adviser's resources at the board's behest and on its behalf. our board has four committees: an audit committee, a compensation committee, an executive committee and an ethics, nominating and corporate governance committee. the following table shows the current composition of each of the committees of our board:",1
1632,1322505,2010," our board of directors has adopted corporate governance guidelines to assist in the exercise of its duties and responsibilities and to serve our best interests and those of our stockholders. these guidelines, which provide a framework for the conduct of our board of directors business, provide that: accordingly, the board of directors believes adoption of the 2010 plan is in the best interests of the company and its stockholders and recommends a vote for the approval of the 2010 plan under applicable nasdaq rules, a director will only qualify as an independent director if, in the opinion of our board of directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. our board of directors has determined that none of messrs. ginsberg, kroin, lieberman, pereira, sanders, lorber, and weisman, who comprise our audit, compensation, nominating and governance, and strategy committees, has a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is independent as that term is defined under rule 4200(a)(15) of the nasdaq marketplace rules. ",0
1633,1322866,2014," the board does not have a policy regarding the separation of the roles of ceo and  cotb , as the board believes it is in the best interests of the company to make that determination based on the position and direction of the company and the membership of the board. during 2013, the board decided that it was in the best interests of the company to allow lynn peterson to serve as both the ceo and  cotb . the board believes that combining the  cotb  and ceo positions is currently the most effective leadership structure for the company given mr. peterson's in-depth knowledge of the company's business and industry and his ability to formulate and implement strategic initiatives. as  ceo , mr. peterson is also intimately involved in the day-to-day operations of the company and is thus in a position to elevate the most critical business issues for consideration by the board. in addition, having a combined  cotb  and ceo enables the company to speak with a unified voice to shareholders and other constituencies. the board believes that the combination of the  cotb  and ceo roles as part of a governance structure that includes key board oversight responsibilities by directors provides an effective balance for the management of the company in the best interests of the company's shareholders. the board leadership structure promotes effective oversight of the company's risk management for the same reasons that the structure is most effective for the company in general, that is, by providing the ceo and other members of senior management with the responsibility to assess and manage the company's day-to-day risk exposure and providing the board, and specifically the audit committee of the board, with the responsibility to oversee these efforts of management. ",1
1634,1323974,2010," the board of directors does not have a formal policy on whether the roles of ceo and  cotb  should be separate. since 2005, the company's board of directors has been led by john f. mcnamara as  cotb , and since 2002, james f. cleary, jr. has served as the company's  ceo . the board of directors has carefully considered its leadership structure and believes at this time that the company and its stockholders are best served by having the positions of  cotb  and ceo filled by different individuals. this allows the ceo to among other things focus on the company's day-to-day business, while allowing the  cotb  to lead t he board of directors in its fundamental role of providing advice and oversight of management. moreover, the board of directors believes that its other structural features, including six non-management directors, of which five are considered independent, on a board consisting of seven directors, regular meetings of independent directors in executive session and key committees consisting wholly of independent directors, provide for substantial independent oversight of the company's management. however, the board of directors recognizes that depending on future circumstances, other leadership models may become more appropriate. accordingly, the board of directors will continue to periodically review its leadership structure. the board of directors believes that an advisory vote on executive compensation is the most effective way for stockholders to communicate with the company about its compensation objectives, policies and practices, and it looks forward to receiving the input of the company's stockholders on the frequency with which such a vote should be held. although the results of this vote will have a major impact on how frequently the company holds an advisory vote on executive compensation, this vote is not binding on the company. the board of directors may decide, after considering the results of this vote, that it is in the best interests of the company's stockholders to hold the advisory vote on executive compensation on a different schedule than the option approved by the company 217;s stockholders.",0
1635,1324245,2010,"the leadership of our board includes a  cotb , which position is currently held by our ceo , mr. aquila, and a lead independent director. mr. yarbrough currently serves as our lead independent director and, if mr. yarbrough is re-elected to our board at the 2010 annual meeting, he will continue to serve as our lead independent director. in accordance with our bylaws, the lead independent director performs all of the substantive responsibilities and functions of the  cotb  when the positions of  cotb  and ceo are occupied by the same person, which results in clear divisions of responsibility for these positions. at the recommendation of the nominating and corporate governance committee, the lead independent director of the board is chosen by the independent directors of the board. a copy of the lead independent director charter can be found in the corporate governance section of our website at we believe that combining the roles of  cotb  and ceo have benefited and continue to benefit us. our board benefits from having at the  cotb  level direct knowledge of the operations of, and opportunities and challenges facing, our business on a regular and company-wide basis. we believe that this board leadership structure is complemented and further enhanced by our lead independent director, mr. yarbrough. messrs. aquila and yarbrough work closely with one another to make sure the interests and issues of the independent directors, the board as a whole and management are well understood and addressed. as lead independent director, mr. yarbrough acts as an active liaison and point of contact between management and our independent directors, who are able to funnel questions and follow-up responses through mr. yarbrough and to rely on him to seek answers between formal board meetings. this permits additional follow-up from and fully-developed exchanges with management that are difficult to replicate fully in the context and constraints of formal board meetings. this in turn helps management prepare and present to our board more relevant and accurate data and reports, which further enables our board to efficiently receive the information it needs to oversee our company and to make decisions.",1
1636,1324404,2012,"stephen r. wilson has served as our board  cotb  and also as our ceo since our initial public offering in august 2005. as provided in our corporate governance guidelines, the board does not require the separation of the offices of board  cotb  and ceo and is free to choose its  cotb  in any way that it deems best for cf industries at any given point in time. our non-management directors have combined the board  cotb  and ceo roles in order to utilize effectively mr. wilson's extensive experience and knowledge regarding cf industries and to provide focus at the board level on corporate strategy as well as the leadership and activities of the business. according to our corporate governance guidelines, if the  cotb  of the board is not an independent director, our independent directors will designate one of their number to serve as a lead independent director. otherwise, if the  cotb  of the board is an independent director, he or she will serve as the lead independent director. because our  cotb  is not an independent director, the independent directors have designated stephen a. furbacher to serve as our lead independent director. the lead independent director's duties include coordinating the activities of the independent directors, coordinating the agenda for and moderating sessions of the independent directors and other non-management directors, and facilitating communications among the other members of the board. unless otherwise provided in a short-term succession plan approved by the board, in the event that our  cotb  of the board or our ceo should unexpectedly become unable to perform his or her duties, the lead independent director shall assume the duties of the  cotb  of the board and shall allocate the duties of the ceo among our other senior officers, in each case, until the board has the opportunity to consider the situation and take action. ",1
1637,1324404,2012,"stephen r. wilson has served as our board  cotb  and also as our ceo since our initial public offering in august 2005. as provided in our corporate governance guidelines, the board does not require the separation of the offices of board  cotb  and ceo and is free to choose its  cotb  in any way that it deems best for cf industries at any given point in time. our non-management directors have combined the board  cotb  and ceo roles in order to utilize effectively mr. wilson's extensive experience and knowledge regarding cf industries and to provide focus at the board level on corporate strategy as well as the leadership and activities of the business. according to our corporate governance guidelines, if the  cotb  of the board is not an independent director, our independent directors will designate one of their number to serve as a lead independent director. otherwise, if the  cotb  of the board is an independent director, he or she will serve as the lead independent director. because our  cotb  is not an independent director, the independent directors have designated stephen a. furbacher to serve as our lead independent director. the lead independent director's duties include coordinating the activities of the independent directors, coordinating the agenda for and moderating sessions of the independent directors and other non-management directors, and facilitating communications among the other members of the board. unless otherwise provided in a short-term succession plan approved by the board, in the event that our  cotb  of the board or our ceo should unexpectedly become unable to perform his or her duties, the lead independent director shall assume the duties of the  cotb  of the board and shall allocate the duties of the ceo among our other senior officers, in each case, until the board has the opportunity to consider the situation and take action. ",1
1638,1324410,2015,"under our corporate governance guidelines, the board is free to select its  cotb  and the company's ceo in the manner it considers in the best interests of the company at any given point in time. these positions may be filled by one individual or by two different individuals. since 2011, the company has had a separate, independent  cotb , mr. cordes. our corporate governance guidelines further provide that, if the  cotb  is not an independent director, the independent directors shall designate a lead director to preside over executive sessions of the independent directors of the board, act as the principal liaison between the independent directors and the  cotb  and perform such other duties as the board may determine from time to time. since our current  cotb , mr. cordes, is an independent director, he serves as lead director as provided in the corporate governance guidelines. the board believes its administration of its risk oversight function is not adversely affected by its existing leadership structure. to assure effective independent oversight, the board has adopted a number of governance practices, including holding executive sessions of the independent directors when necessary. in addition the cng committee, which consists entirely of independent directors, evaluates the performance of our ceo and presents its findings to our independent directors.",0
1639,1324479,2010,"the board does not have a policy on whether or not the roles of ceo and  cotb  should be separate or combined and, if they are to be separate, whether the  cotb  should be selected from the non-employee directors or be an employee. the board believes that it should be free to make a choice from time to time in any manner that is in the best interests of the company and its stockholders based on the recommendation of the nominating and corporate governance committee. currently, mr. yeutter, who has been designated by the board as an independent director, serves as the  cotb , and mr. ryan serves as a director and  ceo . the board believes the current structure of an independent chair, separate from the  ceo , is the most appropriate structure for the company at this time because an independent  cotb  enables non-management directors to raise issues and concerns for board consideration without immediately involving management. the independent  cotb  also serves as a liaison between the board and senior management. the current structure allows the ceo to focus on his responsibility of setting the strategic direction for the company and the day to day leadership and performance of the company, while the independent  cotb  provides guidance to the ceo and independent leadership to the board.",0
1640,1324570,2010,"the board of directors has determined that it is in our best interests to have mr. richard woolcott serve as  cotb  and  ceo . the ceo serves as a bridge between management and the board of directors, ensuring that both groups act with a common purpose. mr. woolcott's knowledge regarding our operations and the industries and markets in which we compete positions him to best identify matters for board review and deliberation. additionally, the combined role of  cotb  and ceo facilitates centralized board leadership in one person so there is no ambiguity about accountability. our current leadership structure with the combined  cotb / ceo  leadership role enhances the  cotb  and  ceo 's ability to provide insight and direction on important strategic initiatives to both management and the independent directors. our board of directors acknowledges that independent board leadership is important. in order to enhance board independence, when mr. richard woolcott was elected  cotb  in june 2008 the company also appointed mr. ingram lead independent director. also, our bylaws require that a majority of our directors shall be independent at all times and 5 of the 7 directors currently serving on our board are independent. furthermore, each director serving on our audit committee, compensation committee, and nominating and corporate governance committee is independent. our directors meet in executive sessions on a regular basis. ",1
1641,1324948,2013,"board leadership structure the board has no formal policy with respect to the separation of the offices of the  COTB  and the  CEO , which are currently combined. however, the board understands that no single leadership model is right for all companies and at all times. the board believes that it should have the flexibility to make decisions as to the  COTB  position from time to time in the way that it believes will best provide effective leadership for the company. accordingly, the board periodically reviews its leadership structure, including whether these offices should be separate. the board has determined that the current structure consisting of combined roles of  COTB  and CEO is an effective and appropriate leadership structure for the company at this time. all the current members of our board are independent, except for the ceo, and all of our board committees are composed entirely of independent directors to promote open discussion among the independent directors, the independent directors routinely meet in executive session without the participation of management at each regularly scheduled meeting of the board. the  COTB  of the audit committee leads the sessions of the board in which management directors and other members of management are not present. director compensation independent members of our board are paid $50,000 per year, payable quarterly, and are entitled to annual stock option and restricted stock grants for their services at the discretion of the compensation committee and upon approval of the board of directors. during fiscal 2010 each director was granted stock options and shares of restricted stock as indicated in the table below. in addition, the chairs of the compensation and audit committees are entitled to an additional payment of $5,000 per year. in addition, our compensation policy provides for reimbursement for reasonable out-of-pocket expenses incurred in connection with attendance at board meetings or of any committee thereof. the compensation committee reviews non-employee director compensation annually and recommends changes to the board for approval. director compensation earned or paid stock awards option awards non-equity ",0
1642,1325281,2011," our bylaws require that our  cotb  shall be a member of the board of directors and may or may not be an officer or employee of the company. the principal duty of the company's  cotb  is to lead and oversee the board of directors. the  cotb  should facilitate an open flow of information between management and the board, and should lead a critical evaluation of company management, practices and adherence to the company's strategic plan and objectives. the company's business is conducted by its employees, managers and officers, under the direction of senior management and led by the ceo . in carrying out the company's business, the ceo and senior management are accountable to the board and ultimately to stockholders. management's primary responsibilities include the day-to-day operation of the company's business, strategic planning, budgeting, financial reporting and risk management. roger w. stone is the company's  cotb  and  ceo . the board believes that mr. stone's holding of both positions is in the best interests of the company due to his vast experience in and knowledge of the paper industry. mr. stone's biography can be found on page 9 of this proxy. the board of directors does not have a lead independent director. however, brian r. gamache is the presiding director at the meetings of the board held in executive session.",1
1643,1325879,2014,"our board decided to separate the roles of  cotb  and ceo because it believes that such leadership structure offers the following benefits: (c) cause shall mean conduct involving one or more of the following: (i) the conviction of the employee of, or, plea of guilty or nolo contendere to, any crime involving dishonesty or any felony; (ii) the willful misconduct by the employee resulting in material harm to the company; (iii) fraud, embezzlement, theft or dishonesty by the employee against the company resulting in material harm to the company; (iv) the repeated and continuing failure of the employee to follow the proper and lawful directions of the company's ceo or the board after a written demand is delivered to the employee that specifically identifies the manner in which the ceo or the board believes that the employee has failed to follow such ",0
1644,1326003,2011,"yes. our directors have been divided into two groups interested directors and independent directors. interested directors are interested persons as defined in the 1940 act. the board's  cotb , james r. maher, is the company's sole interested director. mr. maher is an interested director because he is an officer of the company and the advisor. in part because the company is an externally-managed investment company, the board believes having an interested chairperson that is familiar with the company's portfolio companies, its day-to-day management and the operations of its advisor enhances, among other things, the board's understanding of the company's investment portfolio, business, finances and risk management efforts. in addition, the board believes that mr. maher's employment with the advisor better allows for the efficient mobilization of the advisor's resources at the board's behest and on its behalf. (1) a majority of the company's independent directors who have no financial interest in the sale have determined that such sale would be in the best interests of the company and stockholders; as is the case with most business development companies and investment companies, the company's investment adviser has responsibility for the day-to-day management of the company, which includes responsibility for risk management. examples of prominent risks include investment risk, regulatory and compliance risks, operational risks, accounting risks, valuation risks, service provider risks and legal risks. as part of its oversight role, the board, acting at its scheduled meetings, or the board's  cotb , acting between board meetings, interacts with and receives reports from senior personnel of service providers, including the advisor's portfolio management personnel. the board receives periodic presentations and reports from senior personnel of the advisor regarding risk management generally, as well as periodic presentations regarding specific operational, compliance or investment areas such as accounting, administration, anti-money laundering, business continuity, personal trading, valuation, and investment research. the board also receives reports from counsel to the company and the board's own independent legal counsel regarding regulatory compliance and governance matters. the board's audit committee receives periodic communications from the company's independent registered public accounting firm. the board interacts with and receives reports from the company's chief compliance officer in connection with each scheduled meeting and, at least on an annual basis, the company's independent directors meet separately from the advisor and the company's management, with the company's chief compliance officer and independent legal counsel on regulatory compliance matters. the board's oversight role does not make the board a guarantor of the company's investments or activities. while there are a number of risk management functions performed by the advisor and the other service providers, as applicable, it is not possible to eliminate all of the risks applicable to the company. ",1
1645,1326160,2012,"the board currently combines the role of chairman of the board with the role of chief executive officer. combining the chairman and chief executive officer roles fosters clear accountability, effective decision-making, and alignment on corporate strategy. to assure effective independent oversight, the board has adopted a number of governance practices, including having an independent lead director with the following responsibilities: (i) leading, in conjunction with the corporate governance committee, the process for review of the chief executive officer and board, (ii) presiding at board of directors' meetings when the chairman is not present, (iii) presiding at executive sessions of the non-management directors, (iv) assisting in the setting of the board of directors' meeting agendas with the chairman, and (v) serving as a liaison between the independent directors and the chairman and the chief executive officer. ms. gray was appointed by the board of directors as lead independent director on april 4, 2006. ",1
1646,1326160,2012,"the board currently combines the role of chairman of the board with the role of chief executive officer. combining the chairman and ceo roles fosters clear accountability, effective decision-making, and alignment on corporate strategy. to assure effective independent oversight, the board has adopted a number of governance practices, including having an independent lead director with the following responsibilities: (i) leading, in conjunction with the corporate governance committee, the process for review of the chief executive officer and board, (ii) presiding at board of directors' meetings when the chairman is not present, (iii) presiding at executive sessions of the non-management directors, (iv) assisting in the setting of the board of directors' meeting agendas with the chairman, and (v) serving as a liaison between the independent directors and the chairman and the chief executive officer. ms. gray was appointed by the board of directors as lead independent director on april 4, 2006. ",1
1647,1326380,2010,"the board believes that at this time, the company's shareholders are best served by the board's current leadership structure. the board structure is comprised of an executive chairman of the board position that is separate from the chief executive officer position, as well as ten other directors of which eight are independent, including a lead independent director who is also the chair of the audit committee. under the board's current structure, r. richard fontaine is the executive chairman of the board and is also a member of management and former chief executive officer of the company. the board believes that mr. fontaine's in- depth knowledge of the company's business and its challenges, as well as his experience in the video game industry as a whole, make him the best qualified person to serve as executive chairman. all directors play an active role in overseeing the company's business both at the board and committee level. for additional oversight, the lead independent director presides over regularly scheduled meetings with the other non- employee directors to discuss and evaluate the company's business without members of management present. this structure, together with our other corporate governance practices, provides strong independent oversight of management while ensuring clear strategic direction for the company",0
1648,1326380,2012,"the board's current leadership structure is comprised of an executive chairman position that is separate from the chief executive officer position, as well as ten other directors of which eight are independent, including a lead independent director who is also the chair of the audit committee. under the board's current structure, mr. dematteo is the executive chairman and is also a member of management and former chief executive officer of the company. the board believes that mr. dematteo's in-depth knowledge of the company's business and its challenges, as well as his experience in the video game industry as a whole, make him the best qualified person to serve as executive chairman. in addition, this structure facilitates better communication between management and the board and allows mr. dematteo to more effectively execute the company's strategic initiatives, including the implementation of the company's multichannel retail strategy. the nominating and corporate governance committee has proposed, and the board has approved, j. paul raines, the chief executive officer of the company, as a director nominee to replace the director position vacated by mr. rosen. the board believes that if mr. raines is elected as director, the non- cotb  director and chief executive officer position further enhances the board's oversight of the company's day-to-day operations and provides additional management expertise of the complexities of the company's business units, including the existing store base, international operations and the new digital initiatives. the board believes that at this time the company's stockholders are best served by this new structure as it helps facilitate the company's continuing transition to a multichannel retailer. all directors play an active role in overseeing the company's business both at the board and committee level. for additional oversight, the lead independent director presides over regularly scheduled meetings with the other non-management directors to discuss and evaluate the company's business without members of management present. this structure, together with our other corporate governance practices, provides strong independent oversight of management while ensuring clear strategic direction for the company. ",0
1649,1326380,2013,"the board's current leadership structure is comprised of an executive  cotb  position that is separate from the ceo position, as well as ten other directors of which eight are independent, including a lead independent director who is also the chair of the audit committee. under the board's current structure, mr. dematteo is the executive  cotb  and is also a member of management and former ceo of the company. the board believes that mr. dematteo's in-depth knowledge of the company's business and its challenges, as well as his experience in the video game industry as a whole, make him the best qualified person to serve as executive  cotb . in addition, this structure facilitates better communication between management and the board and allows mr. dematteo to more effectively execute the company's strategic initiatives, including the implementation of the company's multichannel retail strategy. mr. j. paul raines, the ceo of the company, also serves as a director. the board believes that mr. raines service as a director further enhances the board's oversight of the company's day-to-day operations and provides additional management expertise with respect to the complexities of the company's business units, including the existing store base, international operations and the new digital and mobile initiatives. the board believes that at this time the company's stockholders are best served by this structure as it helps facilitate the company's continuing transition to a multichannel retailer. all directors play an active role in overseeing the company's business both at the board and committee level. for additional oversight, the lead independent director presides over regularly scheduled meetings with the other non-management directors to discuss and evaluate the company's business without members of management present. this structure, together with our other corporate governance practices, provides strong independent oversight of management while ensuring clear strategic direction for the company.",0
1650,1326428,2015,"the nominating committee believes that mr. ellis serving as both  cotb  and ceo is the most effective leadership structure for us because it makes clear that the  cotb  and ceo is responsible for managing our business under the oversight and review of our board, and enables our ceo to act as a bridge between management and the board, helping both to act with a common purpose. mr. dunlap, a member of the board, is the president and ceo of superior, which provides certain oilfield services to linn. according to disclosures made by mr. dunlap, for the year ended december 31, 2013, linn was billed approximately $26.7 million by superior and its subsidiaries for services rendered to linn. these transactions were consummated on terms equivalent to those that prevail in arm s-length transactions and do not represent more than 5% of the consolidated gross revenues of superior. the board has determined that linn's relationship with superior would not interfere with mr. dunlap's exercise of his independent judgment in carrying out his responsibilities as a director of linn. our board has adopted corporate governance guidelines to assist it in the exercise of its responsibility to provide effective governance over our affairs for the benefit of our unitholders. in addition, we have adopted a code of business conduct and ethics, which sets forth legal and ethical standards of conduct for all our employees, as well as our directors. we also have adopted a separate code of ethics which applies to our ceo and senior financial officers. all of these documents are available on our website, ",1
1651,1326807,2013,"the board of directors of investors bancorp, inc. has fixed the close of business on april 5, 2013 as the record date for determining the stockholders entitled to notice of, and to vote at, the annual meeting and any adjournments or postponements of the annual meeting. the board of directors believes that having separate  cotb  and ceo positions is the appropriate board leadership structure for investors bancorp. the board of directors believes that management accountability and the board's independence from management is best served by maintaining a majority of independent directors and maintaining standing board committees comprised of independent members. in addition, the board's corporate governance guidelines allow for the appointment of a lead independent director, who shall be an independent outside director , which is defined as an independent director who is not considered an affiliated outside director under iss standards. when appointed by the board, the lead independent director has the following duties: preside at all meetings of the independent outside directors and independent directors; coordinate as necessary investors bancorp-related activities of the independent outside directors; facilitate communications between the  cotb , the ceo and the independent outside directors; consult as needed with the  cotb  with respect to meeting agendas and schedules, as well as board materials, prior to board meetings; and consult with the  cotb  to assure that appropriate topics are being discussed with sufficient time allocated for each. the lead independent director has the authority to call meetings of the independent outside directors. in november 2011, and pursuant to the recommendation of the nominating and corporate governance committee, the board appointed brian d. dittenhafer as lead director. the board of directors as a whole is ultimately responsible for the risk management oversight of roma financial. it is assisted by its committees, including the audit committee and the compensation committee, whose duties are described elsewhere in this joint proxy statement/prospectus, as well as other committees, including the enterprise risk management committee, and the internal loan review committee, which is responsible for oversight of credit policies and risks. these committees regularly provide reports of their activities and conclusions to the full board for discussion and acceptance. director peter a. inverso serves as ceo of roma financial and director michele n. siekerka, esq. serves as  cotb . the board of directors has determined that the separation of the offices of  cotb  and president and ceo enhances board independence and oversight. moreover, the separation of the  cotb  and the president and ceo allows the president and ceo to better focus on his growing responsibilities of running roma financial, enhancing stockholder value and expanding and strengthening our franchise while allowing the  cotb  to lead the board in its fundamental role of providing advice to, and independent oversight of, management. ",0
1652,1329799,2014,"our board of directors does not have a policy regarding the separation of the roles of ceo and  cotb , as the board believes that it is in the best interests of our organization to make that determination from time to time based on the position and direction of our organization and the membership of the board. the board of directors has determined that the separation of the offices of  cotb  and president and ceo enhances board independence and oversight. moreover, the separation of the  cotb  and president and ceo allows the president and ceo to better focus on his growing responsibilities of running square 1 financial, enhancing shareholder value and expanding and strengthening square 1 financial's franchise while allowing the  cotb  to lead the board in its fundamental role of providing advice to and independent oversight of management. consistent with this determination, robert s. muehlenbeck serves as  cotb  of square 1 financial. mr. muehlenbeck is independent under the listing requirements of the nasdaq stock market. risk is inherent with every business, and how well a business manages risk can ultimately determine its success. we face a number of risks, including credit, interest rate, liquidity, operational, strategic and reputation risks. management is responsible for the day-to-day management of risks the company faces, while the board, as a whole and through its committees, has responsibility for the oversight of risk management. in its risk oversight role, the board of directors has the responsibility to satisfy itself that the risk management processes designed and implemented by management are adequate and functioning as designed. senior management attends the board meetings and is available to address any questions or concerns raised by the board on risk management and any other matters. the  cotb  and independent members of the board work together to provide strong, independent oversight of the company's management and affairs through its standing committees and, when necessary, special meetings of independent directors.",0
1653,1329919,2013," the board believes that mr. greenfield's formal education, his position as ceo of a public company, his service as a director on the boards of both private and public companies, and his demonstrated leadership over the course of his successful career provide mr. greenfield with the appropriate attributes to serve on the board and enable him to make valuable contributions to the board and to the company. the board believes that mr. rudman's formal education, his position as ceo of the company, his in-depth knowledge of the company's businesses and industry, and his demonstrated leadership over the course of his successful career provide mr. rudman with the appropriate attributes to serve on the board and enable him to make valuable contributions to the board and to the company. richard rudman serves as both  cotb  and  ceo . the board believes that having mr. rudman serve in both capacities is in the best interests of the company and its stockholders because it enhances communication between the board and management and allows mr. rudman to more effectively execute the company's strategic initiatives and business plans and confront its challenges. mr. rudman possesses detailed and in-depth knowledge of the opportunities and challenges facing the company and is best positioned to develop agendas that ensure that the board's time and attention are focused on the most critical matters. policy serves stockholders interests because it encourages the ceo and other executive officers to support transactions that are in the best interests of stockholders. ",1
1654,1330421,2013,"the positions of  cotb  and ceo are presently separated. we believe that separating these positions allows our ceo to focus on our day-to-day business, while allowing the  cotb  to lead the board in its fundamental role of providing advice to and independent oversight of management. while our amended and restated bylaws and corporate governance guidelines do not require that our  cotb  and ceo positions be separate, our board believes that having separate positions is the appropriate leadership structure for us at this time. however, we also recognize that no single leadership model is right for all companies at all times and that, depending on the circumstances, other leadership models, such as having one person serving as both the  cotb  and  ceo , might become appropriate. accordingly, our board anticipates periodically reviewing its leadership structure. we face a number of risks, including risks relating to our operations, strategic direction and intellectual property as more fully discussed in the section of our annual report on form 10-k for the fiscal year ended april 30, 2013 titled risk factors. management is responsible for the day-to-day management of risks we face, while our board, as a whole and through its committees, has responsibility for the oversight of risk management. in its risk oversight role, our board has the responsibility of assuring that the risk management processes designed and implemented by management are adequate and functioning as designed. our board's role in overseeing the management of our risks is conducted primarily through committees of board, as disclosed in the descriptions of each of the committees below and in the charters of each of the committees. in particular, our audit committee regularly considers and discusses our significant accounting and financial risk exposures and the actions management has taken to control and monitor these exposures. our nominating and corporate governance committee regularly considers and discusses our significant corporate governance risk exposures and the actions management has taken to control and monitor these exposures. our compensation committee, with input from our management, assists our board in reviewing and assessing whether any of our compensation policies and programs could potentially encourage excessive risk-taking. our full board (or the appropriate board committee in the case of risks that are under the purview of a particular committee) discusses with management our major risk exposures, the potential impact of such risks on us and the steps we take to manage these risks. when a board committee is responsible for evaluating and overseeing the management of a particular risk, the  cotb  of the relevant committee reports on the committee's discussion to the full board at regular board meetings. this enables our board and its committees to coordinate the risk oversight role and evaluate interrelated risks. we believe this division of responsibilities is an effective approach for addressing the risks we face and that our board leadership structure supports this approach.",0
1655,1331520,2010," in july 2009, the board of directors separated the positions of  cotb  and ceo ( ceo ) when the board promoted mr. sims to ceo . mr. allison, formerly the  cotb  and ceo of the company, now serves as  cotb . prior to that time, mr. allison had been the only ceo for the company since its founding. the primary purpose of installing a separate ceo with mr. allison continuing to serve as  cotb  was to facilitate and strengthen the succession of management of the company. this separation of  cotb  and ceo also allows for greater oversight of the company by the board. the board is actively involved in oversight of risks that could affect the company. this oversight is conducted primarily through committees of the board, as disclosed in the description of each of the committees below and in the charters of each of the committees, but the full board has retained responsibility for general oversight of risks. the board satisfies this responsibility through full reports by each committee chair regarding the committee's considerations and actions, as well as through regular reports directly from officers responsible for oversight of particular risks within the company. ",0
1656,1331745,2010,"the board of directors does not have a designated cotb , and is currently composed of our CEO and president (mr. sondey), three independent directors (mr. baker, mr. germain, and mr. lindeberg), and five other directors (mr. caputo, mr. higgins, mr. jordan, mr. zalaznick, and mr. zych) designated by the resolute fund, l.p. and its affiliated funds, whose manager is the jordan company, l.p. certain of our stockholders, including the resolute fund, l.p. and its affiliated funds, collectively own 62.32% of our common stock as of december 31, 2009 and have entered into a shareholders' agreement which sets forth certain rights and restrictions relating to ownership of our securities, and includes the right of the resolute fund, l.p. and its affiliated funds to designate up to six members of our board of directors. we believe that our current board structure is appropriate as it provides effective oversight, expertise and representation of our various shareholders' interests. our company does not currently have a formal policy concerning diversity for our board of directors, however, we believe that our board is diverse in its members' experience. we have board members with corporate finance experience, accounting and reporting experience, various industry experience, as well as experience serving on both profit and non-profit boards of directors.",0
1657,1331875,2011,"we separated the positions of ceo and  cotb  in recognition of the differences between the two roles. in october 2009, our board of directors adopted a charter of lead independent director and appointed one of our independent directors as the lead director. the responsibilities of the lead director are to: preside at meetings of the board of directors in the absence of, or upon the request of, the  cotb ; serve as a designated member of the executive committee of the board; call and preside over all executive meetings of non-employee directors and independent directors and report to the board, as appropriate, concerning such meetings; review board meeting agendas and schedules in collaboration with the  cotb  and recommend matters for the board to consider and information to be provided to the board; serve as a liaison and supplemental channel of communication between non-employee/independent directors and the  cotb  without inhibiting direct communications between the  cotb  and other directors; serve as the principal liaison for consultation and communication between the non-employee/independent directors and stockholders; advise the  cotb  concerning the retention of advisors and consultants who report directly to the board; and be available to major shareholders for consultation and direct communication. the board considers it to be useful and appropriate to designate a lead director to serve in a lead capacity to coordinate the activities of the other non-employee directors and to perform such other duties and responsibilities as the board may determine.",0
1658,1332602,2012,"the board has determined that kip r. caffey, wallace b. doolin, gary a. graves, charles h. ogburn, sarah palisi chapin and philip h. sanford are independent directors as defined under the applicable nasdaq global market ( nasdaq ) rules. the board determined that mr. ogburn's former affiliation with arcapita, inc. did not prevent it from reaching a determination that mr. ogburn is now an independent director based on his july 2010 retirement and the fact that arcapita is no longer our controlling shareholder. mr. tattersfield, our president and  ceo , is not an independent director. since november 2007, we have separated the role of president and ceo from the role of  cotb , and mr. graves has served as our non-executive  cotb . we believe this current board leadership structure is best for our company and our shareholders. ",0
1659,1332896,2010,"we recognize that it is important to establish an appropriate leadership structure for our board, so as to provide the optimal level of management oversight. in furtherance of this goal, we maintain separate roles for our  cotb  and  ceo . we believe this structure is currently in the best interests of the company and its stockholders. both mr. cogdell and mr. spencer, our  cotb  and  ceo , respectively, possess detailed and in-depth knowledge of the issues, opportunities and challenges facing the company and its businesses. we separate the roles of  cotb  and ceo in recognition of the differences between the two roles. our ceo is responsible for setting the strategic direction for the company and the day to day leadership and performance of the company, while our  cotb  provides counsel to the  ceo , sets the agenda for board meetings and presides over meetings of the full board. because mr. cogdell, our  cotb , is an employee of the company and is therefore not independent under the listing standards of the nyse and the applicable rules promulgated by the sec, our board has appointed the  cotb  of our nominating and corporate governance committee, richard c. neugent, as lead independent director to preside at all executive sessions of non-management directors, as defined under the rules of the nyse. our board believes that its majority independent composition as described below and the roles that our independent directors perform provide effective corporate governance at the board level and independent oversight of both our board and our executive officers. the current leadership structure, when combined with the functioning of the independent director component of our board and our overall corporate governance structure, strikes an appropriate balance between strong and consistent leadership and independent oversight of our business and affairs.",0
1660,1333763,2013,"we have historically separated the position of  cotb , currently independent director dr. weiser, and that of president and  ceo , currently mr. oliveto, on an interim basis. while the board believes the separation of these positions has served our company well, and intends to maintain this separation where appropriate and practicable, the board does not believe that it is appropriate to prohibit one person from serving as both  cotb  and  ceo . we believe our leadership structure is appropriate given the size of our company in terms of number of employees, dr. weiser's experience in medical research and as a member of the board of multiple pharmaceutical and biotechnology companies and mr. oliveto's experience in drug development and understanding of our company and industry. we believe that an increase in the number of authorized shares of our common stock is prudent in order to assure that a sufficient number of shares of common stock is available for issuance in the future if our board of directors deems it to be in our and our stockholders best interests. a total of an additional 100,000,000 shares of common stock has been determined by our board to be a reasonable estimate of what might be required in this regard for the foreseeable future to allow us to achieve our corporate goals. immediately following this increase, if approved, we will have 123,431,261 shares of common stock authorized but unissued and available for issuance, excluding those shares reserved for future issuance under warrants and our 2004 stock plan. the proposed increase in our authorized common stock, under certain circumstances, could have an anti-takeover effect, although this is not the intent of our board of directors. for example, it could be possible for our board to delay or impede a takeover or change in control of us by causing additional shares to be issued to holders who might side with the board in opposing a takeover bid that the board determines is not in our or our stockholders best interests. the increased authorized capital therefore could have the effect of discouraging unsolicited takeover attempts. by potentially discouraging initiation of any such unsolicited takeover attempts, the increased common stock could limit the opportunity for our stockholders to dispose of their shares at the higher price generally available in takeover attempts or that may be available under a merger proposal. further, the increased authorized capital could have the effect of permitting our management, including our board, to retain its position, and place it in a better position to resist changes that stockholders may wish to make if they are dissatisfied with the conduct of our business.",0
1661,1334036,2010, the board does not have a policy regarding separation of the roles of ceo and  cotb . the board believes it is in our best interests to make that determination based on our current circumstances. the board has determined that an independent director serving as  cotb  is in the best interests of our stockholders at this time. this structure ensures a greater role of independent directors in the active oversight of our management and in setting agendas and ,0
1662,1334978,2013,"mark p. mays served as our  cotb  from 2009 until november 2, 2011 and as our ceo from august 2005 until march 31, 2011. on march 31, 2011, our board (1) established a new office of the ceo to serve the functions of the ceo and president until a permanent replacement for mr. mays was hired and (2) appointed thomas w. casey (our executive vice president and chief financial officer) and robert h. walls, jr. (our executive vice president, general counsel and secretary) to serve in the newly-created office in addition to their existing offices, which they retained. messrs. casey and walls are not members of our board. on october 2, 2011, robert w. pittman was appointed as our executive  cotb  and a member of our board and, on january 24, 2012, c. william eccleshare was appointed as our  ceo , at which time our office of the ceo ceased to exist. mr. mays term as a director ended at our 2012 annual meeting and he did not standing for re-election. the board does not have a policy regarding the separation of the roles of ceo and  cotb  as the board believes it is in the best interests of clear channel outdoor to make that determination based on the position and direction of clear channel outdoor, the membership of the board and the individuals who occupy those roles. as our previous  cotb  and ceo and as a member of our board, mr. mays worked collaboratively with messrs. casey and walls in our office of the ceo during 2011 and continued to work collaboratively with mr. pittman, our executive  cotb , and mr. eccleshare, our  ceo , to effect a smooth transition until mr. mays term as a member of our board ended at our 2012 annual meeting. mr. pittman and mr. eccleshare together continue to provide our board with insight into our operations and help facilitate the flow of information between management and the board. in addition, the position of presiding director of our board rotates quarterly among our independent directors, providing an additional layer of independent director oversight, as described above under independence of directors. for the reasons described above, our board believes that this leadership structure is appropriate for us at this time. our risk management philosophy strives to: timely identify the material risks that clear channel outdoor faces; communicate necessary information with respect to material risks to senior management and, as appropriate, to the board or relevant board committee; implement appropriate and responsive risk management strategies consistent with clear channel outdoor's risk profile; and integrate risk management into clear channel outdoor's decision-making. the board has designated the audit committee to oversee risk management. the audit committee reports to the board regarding briefings provided by management and advisors, as well as the audit committee's own analysis and conclusions regarding the adequacy of clear channel outdoor's risk management processes. in addition, mr. pittman (as our executive  cotb  and a member of our board) and mr. eccleshare (as our  ceo ) are able to provide our board with valuable insight into our risk profile and the options to mitigate and address our risks based on their respective experiences with the daily management of our business. the board encourages management to promote a corporate culture that incorporates risk management into clear channel outdoor's corporate strategy and day-to-day operations.",0
1663,1335190,2012," board of directors' leadership structure gary c. evans currently serves as  cotb  in addition to his role as our  ceo . the board believes that our ceo is currently best situated to serve as  cotb  because he is the director most familiar with our business and most capable of effectively identifying strategic priorities and leading the discussion and execution of strategy. our independent directors bring experience, oversight and expertise from outside the company, while the ceo brings company-specific experience and expertise. the board believes that the combined role of  cotb  and ceo facilitates information flow between management and the board. we do not presently have a lead independent director and believe this leadership structure is in the best interest of our stockholders at this time. ",1
1664,1335258,2013,"the board of directors is committed to good corporate governance. in making its recommendation, the board considered carefully comments from our stockholders regarding the advantages of both classified and declassified board structures. the board determined that the advantages of a classified board were outweighed by the advantages of the stockholders ability to evaluate all directors annually and the adoption of a structure that is currently considered by many to be a best practice in corporate governance. consequently, the board concluded that an amendment to our amended and restated certificate of incorporation to provide for the annual election of all directors is in the best interests of live nation entertainment and its stockholders. the board of directors believes that separate individuals should hold the positions of  cotb  and  ceo , and our board of directors is currently led by a  cotb  who does not act as ceo and is not an employee. under our bylaws and board of directors governance guidelines, the  cotb  is responsible for coordinating the board of directors activities, including the scheduling of meetings and the determination of relevant agenda items. ",0
1665,1336920,2010,"our current chairman of the board of directors, kenneth c. dahlberg, has served as chairman since july 2004. mr. dahlberg also served as our chief executive officer from november 2003 until his retirement as chief executive officer in september 2009. mr. dahlberg will continue to serve as chairman until his current term on the board expires immediately following our annual meeting of stockholders in june 2010, at which time he will retire from our board of directors in accordance with our mandatory retirement policy. our board will appoint a new chairman. the board chairman's responsibilities include implementing saic's strategic priorities, presiding over board meetings and communicating the board's guidance to management. our board believes that it is in the best interests of stockholders for the board to have the flexibility to determine the most qualified and appropriate individual to serve as chairman of the board, whether that person is an independent director or the chief executive officer. the board selects the chairman annually and may decide to separate or combine the roles of chairman and chief executive officer, if appropriate, any time in the future. our board is committed to strong corporate governance and believes that board independence and oversight of management are effectively maintained through the board's current composition, committee structure and the position of lead director. currently, 11 of our 13 directors are independent as defined by the nyse rules and our corporate governance guidelines. our independent directors meet in executive session at least five times a year. the board's audit, finance, human resources and compensation and nominating and corporate governance committees are each comprised entirely of independent directors. in addition, in the event that the chairman of the board is not an independent director, the nominating and corporate governance committee nominates an independent director to serve as lead director, who then must be approved by a majority of the independent directors. the lead director has specifically delineated duties, which include: chairing any meeting of the independent directors in executive session; facilitating communications between other members of the board and the chairman of the board and/or the chief executive officer; provided, however, that each director is free to communicate directly with such individuals; acting as a liaison to stockholders who request direct communication with the board; consulting with the chairman of the board in the preparation of the agenda for each board meeting and in determining the need for special meetings of the board; otherwise consulting with the chairman of the board and/or the chief executive officer on matters relating to corporate governance and board performance; and acting as chairman of the board if the chief executive officer serving in such role is unable to perform those duties. currently, a. thomas young serves as our independent lead director. ",0
1666,1336920,2011,"the board is currently led by a non-executive chair, mr. young, who is an independent director. while the position of board chair and ceo may be held by the same person, as discussed below, the board's current preferred governance structure is to have an independent director serve as chair. our board believes that it is in the best interests of stockholders for the board to have the flexibility to determine the most qualified and appropriate individual to serve as chair of the board, whether that person is an independent director or the ceo. the board selects the chair annually and may decide to separate or combine the roles of chair of the board and ceo, if appropriate, any time in the future. in cases where the board determines it is in the best interests of our stockholders to combine the positions of chair and ceo, the independent directors will designate a lead independent director with the responsibilities described in our corporate governance guidelines. the functions of the non-executive chair of the board include: planning the board's annual schedule of meetings and agendas, in consultation with the ceo and corporate secretary and other directors as appropriate; coordinating with the ceo and the corporate secretary to ensure that the board receives the appropriate quantity and quality of information in a timely manner to enable it to make informed decisions; chairing all meetings of the board and of the independent directors in executive session and ensure that meetings are conducted efficiently and effectively; facilitating full and candid board discussions, ensure all directors express their views on key board matters and assist the board in achieving a consensus; working with committee chairs to ensure that each committee functions effectively and keeps the board apprised of actions taken; building consensus, developing teamwork and a cohesive board culture and facilitating formal and informal communication with and among directors; and serving as the liaison between the board and company management. ",0
1667,1336920,2011,"the board believes that mr. young's extensive experience organizing and directing complex, technically challenging space and defense programs and serving in senior management at major companies in our industry is a significant benefit to our board, as demonstrated by his leadership as our board's chair. our board believes that it is in the best interests of stockholders for the board to have the flexibility to determine the most qualified and appropriate individual to serve as chair of the board, whether that person is an independent director or the ceo . the board selects the chair annually and may decide to separate or combine the roles of chair of the board and ceo , if appropriate, any time in the future. in cases where the board determines it is in the best interests of our stockholders to combine the positions of chair and ceo , the independent directors will designate a lead independent director with the responsibilities described in our corporate governance guidelines. ",0
1668,1338749,2014,"mr. covey is our  ceo , and also serves as  cotb  of our board. john s. moody is the lead director and vice chair of our board and acts as lead independent director of the independent board members. the board has structured the role of our lead independent director to strike an appropriate balance to the combined  cotb  and ceo role and to fulfill the important requirements of independent leadership on the board. the lead independent director's principal responsibility is to contribute to the independence of the board in the discharge of its responsibilities including risk oversight. as lead independent director, mr. moody: presides at all meetings of the board at which the  cotb  is not present; presides at executive sessions of the independent directors; may call special meetings of the board; consults with the  cotb  in the development of meeting agendas; acts as a facilitator in effectively communicating director concerns, agenda items and issues to management; coordinates communications between the independent directors and stockholders and other interested parties; works with the  cotb  and the committee chairs in developing and monitoring the board's overall approach to governance issues; and coordinates the annual performance evaluation of the board. our board has determined that the leadership structure of the board, in particular having mr. covey serve as the  cotb  and mr. moody serve as the lead independent director, is appropriate and in the best interests of the company because it allows the board's meeting agendas to be established, in consultation with a lead independent director, by an individual with a deep understanding of our business and operations. given the size of the board and the scope of our business, mr. covey's insight into our business relative to his role as  cotb  enables him to facilitate the board's oversight role, while mr. moody's participation in the agenda setting process, together with his presiding over executive sessions, contributes to the independence of the board in the discharge of its responsibilities. at each of its in-person meetings and, as necessary, telephonic meetings, the board meets in executive session without members of management present. the lead independent director presides over these executive sessions. each committee of the board, except for the finance committee, also schedules an executive session without members of management present for every in-person meeting and, as necessary, at telephonic meetings.",1
1669,1339947,2013,"mr. dauman has been a member of viacom's board since 1987, and mr. dooley rejoined viacom's board in 2006 after serving on the board for four years prior to the merger with cbs in 2000. in september 2006, mr. dauman was elected president and ceo and mr. dooley was elected senior executive vice president and chief administrative officer, and in may 2010, mr. dooley was promoted to chief operating officer. the board has determined that their continued participation on the board would be beneficial because of their experience, talent and knowledge of the business, as well as their day-to-day management of viacom. in keeping with good corporate governance practices, we maintain a majority of independent directors and our board committees are comprised solely of independent directors. independent directors have the ability to propose agenda items, including for executive sessions, to the chair of the governance and nominating committee. we believe our board leadership structure provides the appropriate balance of independent directors, directors affiliated with our controlling stockholder and management directors to work together to represent the interests of our entire stockholder base. ms. redstone has been the non-executive vice chair of our board since january 1, 2006. she also serves as non-executive vice chair of the board of cbs corporation. ms. redstone served on the board of former viacom since 1994, becoming vice  cotb  in june 2005. ms. redstone is being re-nominated to our board because of her extensive experience in and understanding of the entertainment industry, her experience and talent managing a large business, and her position with nai, including as one of its significant stockholders. ms. redstone has been president of nai since january 2000, and prior to that, served as executive vice president of nai since 1994. ms. redstone is also  cotb  of rising star media and founder and managing partner of legacy ventures. an attorney, ms. redstone is a member of the board of directors and executive committee for the national association of theatre owners and co- cotb  of movietickets.com, inc. she is also a member of the board of several charitable organizations, including the dana farber cancer institute, combined jewish philanthropies and the john f. kennedy library foundation. ms. redstone is also a director of nai. she also served as a director of midway games inc. from 2004 until 2008. she is the daughter of sumner redstone. ",0
1670,1340786,2012,"our board of directors is responsible for providing oversight of the affairs of the company. our board of directors has adopted corporate governance principles, which outline our corporate governance policies and procedures, including, among other topics, director responsibilities, board committees, management succession and performance evaluations of the board. our board leadership structure currently consists of shared responsibility between a lead director and a CEO . our corporate governance principles provide that in the event there is a cotb , the positions of cotb and CEO are to be held by separate individuals. if there is no cotb , the corporate governance principles require that there be a lead director. the company currently has no cotb . since january 1, 2005, mariano costamagna has served as the CEO of the company. norman l. bryan is the lead director of the board who, in accordance with the corporate governance principles, meets the independence requirements of nasdaq. the lead director, among other responsibilities, works with the CEO and the board to prepare board meeting agendas and schedules, acts as liaison to other independent members of the board, and in conjunction with our CEO presides at board meetings. we believe that the current board leadership structure is an appropriate structure for the company and its shareholders at this time. the sharing of responsibilities between the CEO and the lead director allows, on the one hand, the CEO to focus his energy on strategy and management of the company and its operating subsidiaries, and on the other hand, the board to focus on oversight of strategic planning and risk management of the company. as explained above, our board of directors has three standing committees the audit committee, the compensation committee, and the nominating and corporate governance committee. our audit committee is responsible for overseeing certain accounting related aspects of the company's risk management processes while our full board of directors focuses on overall risk management. the audit committee and the full board of directors focus on what they believe to be the most significant risks facing the company and the company's general risk management strategy, and also attempt to ensure, together with the CEO , that risks undertaken by the company are consistent with the board's appetite for risk. while the board of directors oversees the company's risk management, company management is responsible for day-to-day risk management processes. we believe this division of responsibilities at the present time is an appropriate approach for addressing the risks facing our company and that our board leadership structure supports this approach. we can offer no assurance that this structure, or any other structure, will be effective in all circumstances.",0
1671,1341439,2011,"the roles of chairman of the board and chief executive officer have been split by our board. mr. henley is our chairman, and mr. ellison is our chief executive officer. the board believes that the separation of the offices of the chairman and ceo is appropriate at this time because it allows our ceo to focus primarily on oracle's business strategy, operations and corporate vision. in accordance with our bylaws, our board elects our chairman and our ceo, and each of these positions may be held by the same person or may be held by different people. as further described in our guidelines, the board does not have a policy mandating that the roles of chairman and ceo continue to be separated. mr. henley is not considered independent because he is an executive officer of oracle (mr. henley also served as our executive vice president and chief financial officer from march 1991 to july 2004). we currently have no policy mandating an independent lead director. the board believes that a number of non-employee directors fulfill the lead director role at various times, including during executive sessions, depending upon the particular issues involved. as set forth in our guidelines, on an annual rotating basis, the chairpersons of the governance committee (presently, h. raymond bingham) and the compensation committee (presently, bruce r. chizen) serve as the presiding director at executive sessions of the board. the board believes it is appropriate at this time for an employee director to serve as the chairman of the board because of mr. henley's extensive knowledge of, and history with, oracle and the strong oversight function of the board's independent directors. the board consists of a substantial majority of independent directors who exercise this oversight function, and the board's compensation, f&a, governance and independence committees are comprised solely of independent directors. ",0
1672,1341439,2013,"board leadership structure separate ceo and  cotb  the roles of  cotb  and ceo are currently filled by separate individuals. mr. henley is our  cotb , and mr. ellison is our  ceo . the board believes that the separation of the offices of the  cotb  and ceo is appropriate at this time because it allows our ceo to focus primarily on oracle's business strategy, operations and corporate vision. however, as described in further detail in our guidelines, the board does not have a policy mandating that the roles of  cotb  and ceo continue to be separated. our board elects our  cotb  and our ceo , and each of these positions may be held by the same person or may be held by different people. we believe it is important that the board retain flexibility to determine whether the two roles should be separate or combined based upon the board's assessment of the company's needs and oracle's leadership at a given point in time. contrary to the proponent's contentions, the roles of  cotb  and ceo have been filled by separate individuals for the last nine years. jeffrey o. henley, who is an executive officer of oracle and served as our executive vice president and chief financial officer from 1991 to 2004, is our  cotb , and lawrence j. ellison is our  ceo . the board has carefully considered and approved the current board and management structure of the company, and firmly believes that this structure is in the best interests of oracle and its stockholders who benefit from the combined leadership, judgment, knowledge and experience of our  cotb , mr. henley, and our ceo , mr. ellison, from the strong oversight function of the board's independent directors, and from our effective corporate governance practices. the board believes that separation of the offices of  cotb  and ceo is appropriate at this time because it allows our ceo to focus primarily on oracle's business strategy, operations and corporate vision. however, as described in further detail in our corporate governance guidelines (the guidelines ), we do not have a formal policy mandating that the offices of  cotb  and ceo continue to be separated. our board elects our  cotb  and our ceo , and each of these positions may be held by the same person or may be held by different people. we believe it is important that the board retain flexibility to determine whether the two roles should be separate or combined based upon the board's assessment of the company's needs and oracle's leadership at a given point in time. in addition, the board believes it would be unwise and adverse to the interests of oracle's stockholders to adopt the proponent's proposal, which would permanently disqualify current or former executive officers from ever serving as  cotb . at this time, the board believes it is in the best interests of oracle and its stockholders for mr. henley, who is an executive officer of oracle, to serve as our  cotb , because we benefit from mr. henley's 20 years with oracle and his significant expertise and extensive knowledge regarding our strategic vision, management and operations. mr. henley meets regularly with significant oracle customers and is instrumental in closing major commercial transactions worldwide, which allows him to remain close to our customers and the technology industry, generally. the board believes that adopting a policy that requires an independent  cotb  would unduly limit the board in determining the leadership structure that is in the best interests of oracle and its stockholders at any particular point in time. the board has deep knowledge of the strategic goals of the company, the unique opportunities and challenges it faces, and the various capabilities of our directors and senior management. thus, rather than taking a one-size fits all approach to board leadership, the board is best positioned to determine the most effective leadership structure for oracle. ",0
1673,1342287,2011,"the business of the company is managed under the direction of the company's board of directors. the board of directors general oversight responsibility is conferred by the delaware general corporation law, the company's amended and restated certificate of incorporation and the company's bylaws. the leadership structure of the board of directors and its committees assist the board of directors in exercising its fiduciary duties as it oversees the company's business affairs, CEO performance and succession, internal controls over financial reporting and the company's long-term strategy.the company does not have a formal policy concerning whether the same individual may serve as the CEO and the cotb . the company currently has one individual serving as the CEO and another individual serving as the cotb . the company does not have a formal policy concerning whether the same individual may serve as the CEO and the cotb . the nominating and governance committee periodically assesses the size and composition of the board of directors. the nominating and governance committee seeks to achieve a balance of knowledge, experience and capability on the board of directors. the committee is responsible for identifying and assessing potential director candidates and recommending qualified candidates to the board of directors. when considering candidates for director, the nominating and governance committee takes into account a number of factors, including the following:",1
1674,1342960,2010,"we do not currently have a cotb . per our bylaws, in the absence of a cotb , the CEO presides over the meetings of the board of directors. the board of directors believes that its leadership structure has encouraged participation by all members of the board of directors and had allowed different directors to bring leadership to various initiatives. in addition, our corporate governance guidelines provide for the appointment of a rotating lead independent director who may serve for up to two years before the role of lead independent director is assigned to another independent director. although a lead independent director has not yet been appointed, the board of directors intends to appoint a lead independent director because it believes that such a position will help to reinforce the independence of the board of directors as a whole. duties and responsibilities of the lead independent director include approving agendas and meeting schedules for regular board meetings and presiding over board meetings, presiding over and establishing the agendas for executive sessions and other meetings of the independent directors, acting as liaison between the CEO and the independent directors, presiding over any portions of board meetings at which the evaluation or compensation of the CEO is presented or discussed and, as appropriate upon request, acting as a liaison to stockholders. in addition, it is the responsibility of the lead independent director to coordinate between the board of directors and management with regard to the determination and implementation of responses to any problematic risk management issues. as a result, we believe that the lead independent director can help ensure the effective independent functioning of the board of directors in its oversight responsibilities. also, we believe that the individual who serves as lead independent director will be better positioned to build a consensus among directors and to serve as a conduit between the other independent directors and management, for example, by facilitating the inclusion of matters of concern to independent directors on meeting agendas. one of the board of directors key functions is informed oversight of the company's risk management process. the board of directors does not have a standing risk management committee, but rather administers this oversight function directly through the board of directors as a whole, as well as through various committees of the board of directors that address risks inherent in their respective areas of oversight. in particular, our board of directors is responsible for monitoring and assessing strategic risk exposure, including a determination of the nature and level of risk appropriate for the company. our audit committee has the responsibility to consider and discuss our major financial risk exposures and the steps our management has taken or will take to monitor and control these exposures, including guidelines and policies to govern the process by which risk assessment and management is undertaken. the audit committee also monitors compliance with legal and regulatory requirements. our compensation committee assesses and monitors whether any of our compensation policies and programs has the potential to encourage excessive risk-taking. it is the responsibility of the committee chairs to report findings regarding material risk exposures to the board of directors as quickly as possible. the board of directors intends to delegate to the lead independent director the responsibility of coordinating between the board of directors and management with regard to the determination and implementation of responses to any problematic risk management issues.",0
1675,1343719,2014,"our board of directors has chosen to combine the positions of ceo and  cotb  of our board of directors. our board of directors believes that combining these positions is currently the most effective leadership structure for our company given mr. schiller's in-depth knowledge of our company's business and industry, his ability to formulate and implement strategic initiatives and his extensive contact with and knowledge of the industry. as  ceo , mr. schiller is intimately involved in the day-to-day operations of our company and is thus in a position to elevate the most critical business issues for consideration by the independent directors of our board of directors. our board of directors believes that this structure facilitates communications between the board, its committees and management, creates the most efficient and productive relationship between the board's strategic role and management's control of daily operations, uses mr. schiller's knowledge of the company's business and the oil and gas industry to the company's benefit and advantage and provides an effective balance for the management of our company in the best interests of our company's shareholders. to ensure a strong and independent board of directors, the company also has a lead independent director. hill feinberg, the chair of the nomination committee, is currently designated to serve as lead independent director. the lead independent director presides at executive sessions of the board, serves as an ex officio member of each committee of the board where he is not currently an appointed member, serves as the liaison between the  cotb  and the other directors, presides at meetings of the board at which the  cotb  is not present, coordinates the retention of advisors who report directly to the board and, at the request of the  cotb , meets with management to preview significant matters expected to be presented to the board.",1
1676,1345840,2010,"our board of directors currently consists of seven (7) members. we currently do not have a  cotb . our board of directors is elected annually, and each director holds office for a one-year term. pursuant to nasdaq marketplace rule 4350, a company of which more than 50% of the voting power is held by an individual, a group or another company is exempt from the requirements that its board of directors consist of a majority of independent directors and that the compensation committee and nominating and corporate governance committee of such company be comprised solely of independent directors. as of march 25, 2010, apollo global management, llc and its affiliates (collectively, apollo ) owned approximately 57.4% of our common stock. as a result, we are allowed to rely on the controlled company exception under nasdaq marketplace rule 4350. our board of directors has determined that this structure is appropriate for us due to our size relative to other companies and our controlled company status.",0
1677,1346830,2018,"the board of directors of the company has a lead independent director, mr. vogelbaum, instead of a cotb . the lead independent director has authority, among other things, to establish the agenda for meetings of the independent directors of the board of directors and to preside over meetings of the independent directors and any portions of the meetings of the board of directors evaluating the performance of the board of directors. the company believes that having a lead independent director creates an environment that is conducive to objective evaluation and independent oversight, thereby improving the effectiveness of the board of directors as a whole. ",0
1678,1347858,2012,"board leadership structure as of the date hereof, the board has not appointed a cotb or a lead independent director. at this time, the board believes that this structure is appropriate for our company because we have very few employees and are currently in the development phase for our products. in the future, we expect that the board will appoint a cotb and, if appropriate, a lead independent director. ",0
1679,1348324,2015,"board leadership structure our board of directors currently consists of our president and  CEO , christophe lavigne, and four non-employee directors. mr. lavigne also serves as the  COTB  of our board of directors and is generally responsible for presiding at and directing the meetings of the board of directors. our board of directors has determined that the most effective leadership model for the company is that mr. lavigne serve as both  COTB  and  CEO , although the board of directors has established no policy on whether or not to have a non-executive cotb . in addition, our board of directors does not have a lead independent director. ",0
1680,1348334,2015,"our corporate governance guidelines provides that the board of directors shall fill the director or lead independent director of the board and ceo positions based upon the board's view of what is in the best interests of our company. the ceo and  cotb  may, but need not be, the same person. the board of directors has determined that having two different individuals serve in the roles of lead independent director of the board and ceo is in the best interest of us and our stockholders at this time, and that separating these roles provides the right foundation to pursue strategic and operational objectives while maintaining effective oversight and objective evaluation of corporate performance. mr. jenkins currently serves as our ceo and mr. allen currently serves as our lead independent director of the board. the ceo is responsible for setting the strategic direction and the day-to-day leadership and performance of our company, while the lead independent director of the board provides overall leadership to the board of directors. the lead independent director of the board also works with the ceo to prepare board meeting agendas and chairs meetings of the board of directors. this leadership structure allows the ceo to focus on his operational responsibilities, while keeping a measure of independence between the oversight function of our board of directors and those operating decisions. the board of directors believes that this leadership structure provides an appropriate allocation of roles and responsibilities at this time. ",0
1681,1350653,2014,"the board does not have a policy regarding the separation of the roles of ceo and  cotb , as the board believes it is in the best interest of the company to make that determination based on the position and direction of the company and the membership of the board. for 2013, the board determined that having an employee director serve as  cotb  is in the best interest of the company's stockholders at this time because of the efficiencies achieved in having the role of ceo and  cotb  combined, and because the detailed knowledge of our day-to-day operations and business that the ceo possesses greatly enhances the decision-making processes of the board as a whole. we have a strong governance structure in place, including independent directors, to ensure the powers and duties of the dual role are handled responsibly. furthermore, consistent with nasdaq listing requirements, the independent directors regularly have the opportunity to meet without mr. cross in attendance. we do not have a lead independent director. mr. cross has served as  cotb  since july 2011. the  cotb  provides leadership to the board and works with the board to define its activities and the calendar for fulfillment of its responsibilities. the  cotb  approves the meeting agendas after input from management, facilitates communication among members of the board and presides at meetings of our board and stockholders. the  cotb , the  cotb  of the executive committee, the  cotb  of the audit committee, the  cotb  of the nominating, governance and compensation committee and the other members of the board work in concert to provide oversight of our management and affairs. the leadership of mr. cross fosters a culture of open discussion and deliberation, with a thoughtful evaluation of risk, to support our decision-making. our board encourages communication among its members and between management and the board to facilitate productive working relationships. working with the other members of the board, mr. cross also strives to ensure that there is an appropriate balance and focus among key board responsibilities such as strategic development, review of operations and risk oversight.",1
1682,1352010,2014,"our certificate of incorporation and bylaws provides that the board will consist of no fewer than three and no more than nine persons and that the exact number of members of our board will be determined from time to time by resolution of an affirmative vote of a majority of our entire board. the board currently consists of seven members. the board is divided into three classes, with each director serving a three-year term and one class being elected at each year's annual meeting of stockholders. as of the date hereof, the class i directors are karl robb and richard michael mayoras; the class ii directors are andrew j. guff, donald p. spencer and ronald p. vargo; and the class iii directors are arkadiy dobkin and robert e. segert. the terms for the class i, ii and iii directors end on the date of our 2016, 2014 and 2015 annual meetings of stockholders, respectively. on january 30, 2014, andrew j. guff and donald p. spencer each informed the company that he would not seek re-election to the board at the 2014 annual meeting. their decision not to stand for re-election as a director did not involve any disagreement with the company, the company's management or the board. each will continue to serve as a director until his current term expires on the date of the 2014 annual meeting. mr. ross goodhart served on our board for the fiscal year 2012 until he resigned as of january 8, 2013. mr. goodhart's decision to resign as a director did not involve any disagreement with the company, the company's management or the board. on april 4, 2014, mr. robb announced his intention to retire from his position as executive vice president & president of eu operations. mr. robb's effective retirement date is currently expected during the first quarter of 2015, although no specific effective retirement date has been given. until such time as he begins transferring his day-to-day responsibilities, mr. robb will continue in his current role. during the course of 2014, mr. robb's responsibilities will be transitioned to others, and after such transition mr. robb will serve in an advisory role with respect to such matters until his actual retirement. it is the intention of mr. robb, and the expectation of the company, that mr. robb will continue to serve on the board. the board examined the circumstances of mr. robb's decision to announce retirement from his executive officer position and deemed it in the best interest of the company for mr. robb to continue serving on the board at this time in light of his wealth of experience, relationships with clients and deep knowledge of the company. the board recognizes that one of its key responsibilities is to evaluate and determine its optimal leadership structure so as to provide independent oversight of management. the board understands that the optimal board leadership structure may vary as circumstances warrant. consistent with this understanding, non-management directors consider the board's leadership structure on an annual basis. the board believes it is important to retain its flexibility to allocate the responsibilities of the offices of  cotb  (the  cotb  ) and ceo in a way that is in the best interests of the company at a given point in time. the board has determined that it is in the best interests of the company and our stockholders for both the positions of  cotb  and ceo to be held by our co-founder, arkadiy dobkin, at this time. if circumstances change in the future, the board may determine that these positions should be separated. this policy allows the board to evaluate regularly whether the company is best served at any particular time by having the ceo or another director hold the position of  cotb . our board considers this issue carefully in light of the structure the board believes will be in the best interests of the company and our stockholders. the board believes that mr. dobkin is best suited to serve as  cotb  because, as our co-founder, he is the director most familiar with our business and industry, and can lead the board in identifying and prioritizing our strategies and initiatives. the combined role facilitates communication between the board and management, and facilitates development and implementation of our board-approved corporate strategy. we believe this current leadership structure is effective. our non-management directors and management have different perspectives and roles in business and strategy development. our independent directors bring experience, oversight and expertise from outside the company and industry, while mr. dobkin and mr. robb offer specific company and industry experience and expertise. the board does not believe it is appropriate or necessary in serving the best interests of the company to designate a lead independent director. consistent with the company's corporate governance guidelines, the role of presiding director during executive session shall rotate between the chairs of the audit committee, compensation committee and nominating and corporate governance committee.",1
1683,1354217,2013,"in november 2008 and february 2009, the other independent members of the board appointed mr. matricaria as the lead independent director and  cotb , each effective as of january 1, 2009. as the lead director, mr. matricaria presides over executive sessions of the board and works with our ceo and the other members of the board to establish the agenda for executive sessions of the independent directors. accordingly, the board  cotb  has substantial ability to shape the work of the board. we believe that separation of the positions of board  cotb  and ceo reinforces the independence of the board in its oversight of the business and affairs of the company. in addition, we believe that having an independent board  cotb  creates an environment that is more conducive to objective evaluation and oversight of management's performance, increasing management accountability and improving the ability of the board to monitor whether management's actions are in the best interests of the company and our stockholders. as a result, we believe that having an independent board  cotb  can enhance the effectiveness of the board as a whole. ",0
1684,1356576,2013,"our board of directors has elected to separate the roles of ceo and  cotb  in recognition of the differences between the two roles. the ceo is responsible for setting the company's strategic direction and the day-to-day leadership and performance of the company, while the  cotb  provides guidance to the ceo and presides over meetings of the full board. the company believes that this separation of duties allows the ceo and  cotb  to most efficiently use their time and to most effectively fulfill their respective responsibilities, which are critical to the future success of the company. mr. khattar serves as president and ceo and dr. barrett serves as  cotb . the ceo and  cotb  work closely together to execute the strategic plan of the company. while our bylaws and corporate governance guidelines do not require that the ceo and  cotb  positions be separate, the board of directors believes that having separate positions and having an independent outside director serve as  cotb  is the appropriate leadership structure for us at this time. we believe the combination of mr. khattar as president and ceo and dr. barrett as  cotb  is an effective leadership structure for supernus. the division of duties allows our ceo to focus on our day-to-day business, while allowing our  cotb  to lead the board of directors in its fundamental role of providing advice to, and independent oversight of, management. our board of directors recognizes the time, effort and energy that the ceo is required to devote to his position in the current business environment, as well as the commitment required to serve as our  cotb , particularly as the board of directors' oversight responsibilities continue to grow. our board of directors also believes that this structure ensures a greater role for the independent directors in the oversight of our company and active participation of the independent directors in setting agendas and establishing priorities and procedures for the work of our board of directors.",0
1685,1356949,2012,"since our ipo, the offices of  cotb  and ceo of the company have been held by different individuals. our board is led by an independent  cotb . mr. thompson served as  cotb  until january 1, 2012, at which time mr. sheffield assumed the  cotb  role. our  ceo , mr. pokluda, is the only member of the board who is not an independent director. we believe that this leadership structure enhances the accountability of the ceo to the board and strengthens the board's independence from management. in addition, separating these roles allows mr. pokluda to focus his efforts on running our business and managing the company in the best interests of our stockholders, while we are able to benefit from mr. sheffield's experience as a member of other public company boards. the board takes an active role in monitoring and assessing the company's risks, which include risks associated with operations, credit, financing and capital investments. management is responsible for the company's day-to-day risk management activities, and our board's role is to engage in informed risk oversight. the nominating and corporate governance committee with the assistance of management compiled and prioritized a list of risks to which the company could be subjected. it also identified the significant risks which were then reviewed by the board and assigned to one of the standing committees of the board for oversight. in fulfilling this oversight role, our board of directors focuses on understanding the nature of our enterprise risks, including our operations and strategic direction, as well as the adequacy of our risk management process and overall risk management system. there are a number of ways our board performs this function, including the following: at its regularly scheduled meetings, the board receives management updates on our business operations, financial results and strategy and discusses risks related to the business; the audit committee assists the board in its oversight of risk management by discussing with management, particularly the ceo and chief financial officer, our guidelines and policies regarding financial and enterprise risk management and risk appetite, including major risk exposures, and the steps management has taken to monitor and control such exposures; and through management updates and committee reports, the board monitors our risk management activities, including the enterprise risk management process, risks relating to our compensation programs, and financial and operational risks being managed by the company.",0
1686,1357204,2014,"our board of directors has established an audit committee, a compensation committee and a nominating and corporate governance committee with the composition and responsibilities described below. each committee operates under a written charter approved by our board of directors. the members of each committee are appointed by the board of directors and serve until their successor is elected and qualified, unless they are earlier removed or resign. in addition, from time to time, special committees may be established under the direction of the board of directors when necessary to address specific issues. while each committee has designated responsibilities, the committees act on behalf of the entire board. the committees regularly report on their activities to the entire board. our board of directors held 5 meetings in fiscal 2013. during fiscal 2013, each director attended at least 75% of the board meetings and the total meetings held by all of the committees on which he or she served during the periods that he or she served. during fiscal 2013, the board of directors had three standing committees: audit, compensation and nominating & corporate governance. the table below provides information about the membership of these committees during fiscal 2013: . under our corporate governance guidelines, our board may select a  cotb  at any time, who may also be an executive officer of the company. jon luther, our former non-executive  cotb , retired from the board of directors in may 2013. at that time, the board appointed nigel travis, our  ceo , to the additional role of  cotb  and named raul alvarez as lead independent director. mr. travis has been our ceo since 2009 and has significant prior experience with franchised businesses in the quick service restaurant and retail industries. the board believes that combining the  cotb  and ceo positions is currently the most effective leadership structure for dunkin brands given mr. travis extensive experience and deep knowledge of our company and our industry. as  ceo , mr. travis is intimately involved in the day-to-day operations of our company and is best positioned to lead the board in setting the strategic focus and direction for our company. the board believes that the combination of the  cotb  and ceo roles as part of a governance structure that includes a lead independent director, as well as the exercise of key board oversight responsibilities by independent directors, provides an effective balance for the management of the company in the best interest of our shareholders.",1
1687,1357615,2012,"the board of directors concluded that mr. blount should continue to serve as both a director and the lead director for kbr based on his many years of experience dealing with risk oversight and governance issues for public companies in the united states, australia and the united kingdom. mr. blount has decades of experience in executive positions, including as one of four group presidents for at&t, inc. through executive or board leadership positions, mr. blount also has extensive experience in several world regions that are a focus of kbr's business, including europe, australia and china. in addition, mr. blount qualifies as an audit committee financial expert under the rules of the nyse and provides expertise that assists the board and the audit committee with their risk oversight function. the board concluded that mr. utt should continue to serve as a director and as  cotb  because of his role as the ceo of kbr. the board has determined that having mr. utt serve as  cotb  is the most effective form of governance for kbr, because of the complexity of kbr's business and mr. utt's accomplished leadership since the inception of kbr as an independent public company, among other factors. for additional information regarding mr. utt's role as  cotb , and the counter-balancing measures present in the board leadership structure, see corporate governance board of directors leadership structure. kbr's amended and restated certificate of incorporation (the certificate of incorporation ) currently provides that the board of directors be divided into three classes with each class as nearly equal in number of directors as possible. directors in each class are elected to a three-year term on a staggered basis so that a single class of directors is nominated for election at each annual meeting of kbr's stockholders. after careful consideration, the board of directors has unanimously determined that it would be in the best interests of kbr and its stockholders to amend the certificate of incorporation to declassify the board of directors and provide for the annual election of all directors, as described below. if this proposal no. 2 is approved by kbr's stockholders, the certificate of incorporation will be amended by making the additions and deletions related to the classification and election of the board of directors shown in the text of article fifth of the certificate of incorporation attached hereto as appendix a. in determining whether to support declassification of the board of directors, the board of directors considered the arguments in favor of and against continuation of the classified board structure and determined that it would be in the best interests of kbr and its stockholders to declassify the board of directors. kbr's certificate of incorporation currently includes unnecessary and outdated provisions relating to kbr's prior relationship with halliburton company when kbr was a wholly or majority-owned subsidiary of halliburton and which are no longer needed or relevant (the halliburton-related language ). after careful consideration, the board of directors has unanimously determined that it would be in the best interests of kbr and its stockholders to amend the certificate of incorporation to eliminate the halliburton-related language. if this proposal no. 3 is approved by kbr's stockholders, the certificate of incorporation will be amended by making the deletions of references to halliburton shown in the text of articles fifth, sixth and eighth of the amended and restated certificate of incorporation attached hereto as appendix a. if this proposal no. 3 and proposal no. 2 (amending the certificate of incorporation to eliminate the classified structure of the board of directors and provide for the annual election of directors) are each approved, these proposals will become effective upon the filing of an amended and restated certificate of incorporation, which would reflect all of the additions and deletions set forth in the certificate of incorporation attached hereto as appendix a, with the secretary of state of the state of delaware. if this proposal no. 3 is approved by kbr's stockholders, but proposal no. 2 is not, then the amended and restated certificate of incorporation submitted for filing with the secretary of state of the state of delaware will only contain those amendments contemplated by this proposal no. 3. kbr would cause the filing of the amended and restated certificate of incorporation to occur promptly after it is determined that the proposed amendments have been approved by the requisite vote of stockholders at the 2012 annual meeting of stockholders. if this proposal no. 3 is not approved by kbr's stockholders, then the certificate of incorporation will retain the halliburton-related language. the board of directors has determined that the amendment and restatement of kbr's certificate of incorporation to remove these unnecessary and outdated provisions is in the best interests of kbr and its stockholders. board of directors leadership structure kbr's board of directors has determined that its current leadership structure is appropriate as of the date of this proxy statement, given the complexity and global nature of kbr's business and the risks inherent in our business. the board believes that mr. utt, acting in his combined role as  cotb  and ceo , is well positioned to facilitate communications with the board of directors and shareholders about our complex business. mr. utt was appointed ceo in preparation for kbr's initial public offering by its former parent company, and has served in that capacity since 2006. under mr. utt's leadership, kbr's business has undergone significant transformation, including a reorganization into more strategically-aligned business units, and evolution from a wholly-owned subsidiary with significant support from its parent company into an independent operating company. in addition, mr. utt has the full confidence of the board. for all these reasons, the board has determined that the most appropriate form of leadership for the board of directors is for the ceo , who is responsible for the day-to-day operations of the company, to serve as  cotb , with strong and independent oversight by the lead director and the other non-management directors. our board of directors has adopted a policy requiring its approval of any transactions involving our directors, executive officers or any nominees for director and any greater than 5% stockholders and their immediate family members. the types of transactions covered by this policy are transactions, arrangements or relationships or any series of similar transactions, arrangements or relationships (including any indebtedness or guarantee of indebtedness) in which (1) we (including any of our subsidiaries) were, or will be a participant, (2) the aggregate amount involved exceeds $120,000 in any calendar year, and (3) any related person had, has or will have a direct or indirect interest (other than solely as a result of being a director or holding less than a 10 percent beneficial ownership interest in another entity), and which is required by the rules and regulations of the sec to be disclosed in our public filings. the board of directors will only approve transactions with related persons when the board of directors determines such transactions are in our best interests or the best interests of our stockholders. in determining whether to approve or ratify a related person transaction, the board of directors will apply the following standards and such other standards it deems appropriate: ",1
1688,1359555,2014,"currently, the positions of ceo and  cotb  are held by two different individuals. mr. wolff serves as our president and  ceo , and mr. mccaw serves as  cotb . the board has determined that the separation of these positions allows mr. wolff to devote his time to the company's key strategic objectives while mr. mccaw provides non-executive oversight of board activities. the board believes that this leadership structure adheres to the company's commitment to monitor and oversee the company's compliance with sound principles of corporate governance, consistent with applicable laws and best practices. ",0
1689,1359841,2010,"our corporate governance guidelines provide that the governance and nominating committee will from time to time consider whether the positions of  cotb  and ceo should be held by the same person or by different persons. during 2008, the board of directors, upon recommendation of the governance and nominating committee, determined that mr. noll, our  ceo , should be elected to also serve as  cotb  effective january 1, 2009. we believe that by serving in these dual capacities, mr. noll is well-situated to execute our business strategy and business plans to maximize stockholder value. mr. noll has primary management responsibility with respect to the business operations of our company and is in the most effective position to chair regular meetings of the board of directors and to help ensure that key business issues and interests of all our company's stakeholders (stockholders, employees, communities and customers) are communicated to the board. mr. mulcahy has been serving as the lead director since january 1, 2009. in connection with the decision in 2008 to combine the positions of  cotb  and  ceo , the board of directors determined to replace the position of presiding director with the newly created position of lead director effective january 1, 2009. we believe that the designation of a lead director, together with the combination of the positions of  cotb  and  ceo , contributes to a more efficient and effective corporate governance structure. on an annual basis, the lead director is chosen by the independent directors of the board of directors, after considering the recommendation of the governance and nominating committee. the lead director chairs all meetings of the non-management independent directors in executive session, and also has other authority and responsibilities, including: presiding at all meetings of the board of directors in the absence of, or upon the request of, the  cotb ; advising the  cotb  the corporate secretary regarding the agendas for meetings of the board of directors; calling meetings of the non-management independent directors, with appropriate notice; advising the governance and nominating committee and the  cotb  on the membership of the various board committees and the selection of committee chairs; advising the  cotb  on the retention of advisors and consultants who report directly to the board of directors; advising the  cotb  and  ceo , as appropriate, on issues discussed at executive sessions of non-management independent directors; with the  cotb  of the compensation committee, reviewing with the ceo the non-management directors annual evaluation of his performance; serving as principal liaison between the non-management independent directors, as a group, and the  cotb , as necessary; serving as principal liaison between the board of directors and the company's stockholders, as appropriate, after consultation with the  ceo ; and selecting an interim lead independent director to preside over meetings at which he cannot be present. our corporate governance structure ensures that independent directors will continue to effectively oversee our management and key issues related to strategy, risk and integrity. in addition, because of enhancements to corporate governance rules and regulations effected by the sarbanes-oxley act of 2002 and the new york stock exchange listing requirements, we believe that independent directors play an important role. only independent directors serve on our audit committee, compensation committee and governance and nominating committee. non-management and independent directors regularly hold executive sessions outside the presence of the ceo or any other employee of the company.",1
1690,1360886,2014,", describe our policies concerning, among other things, the role of the board and management, proper board functions, independence, and committee matters. the positions of  cotb  and ceo are currently held by different persons, although we do not have a policy requiring that to be the case. instead, our board has the authority to choose its  cotb  in any way it deems best for us at any given point in time. accordingly, our board reserves the right to vest the responsibilities of the ceo and  cotb  in the same person or in two different individuals depending on what it believes is in our best interest. at this time, our board has determined that separation of these roles most appropriately suits us. mr. friedli is uniquely qualified to serve as our  cotb  given his historical leadership of our board, his long history with us, and his skills and experience in the biotechnology industry and in matters of corporate finance. further, our board believes that this division of roles allows dr. mills to focus more of his efforts toward the management of our business. our board believes that there is no single leadership structure that would be most effective in all circumstances and, therefore, retains the authority to modify our board's structure to best address our circumstances as and when appropriate. ",0
1691,1361983,2012," the board does not have a policy regarding the separation of the roles of ceo and  cotb  or whether the  cotb  should be a member of management or a non-management director, as the board believes it is in the best interests of the company to make that determination based on the position and direction of the company and the membership of the board. in 2008, in connection with the transition of the ceo position from jerome eisenberg to marc eisenberg, the board determined that having jerome eisenberg continue in his role as  cotb  in a non-executive capacity would provide continuity in the board's leadership and allow the ceo to focus on the management of the company's day-to-day operations. in addition, as the former  ceo , jerome eisenberg has extensive knowledge of the company and its business and industry that are an invaluable resource for the board. although jerome eisenberg is not an independent director due to his prior service as an executive officer and continued employment in a non-executive capacity, the board believes that this leadership structure is in the best interests of the company's shareholders at this time. ",0
1692,1362468,2011,"we believe our  ceo , maurice gallagher, jr., is best suited to serve as  cotb  as he is our largest stockholder, and he has led the development and implementation of our business strategy since he acquired a majority interest in the company in 2001. as  cotb  and  ceo , mr. gallagher provides clear direction for both the operations of our company and board deliberations, and as a result of his stock ownership position and his service without any base compensation, his interests are fully aligned with those of our stockholders. although we do not have a lead independent director, the independence and extensive relevant industry experience of all of our non-executive directors provide balance and an appropriate check on the governance of our company. the independent directors meet outside the presence of mr. gallagher and mr. levy on a quarterly basis with the  cotb ship of the meeting rotating among the independent directors. further, it is important to note that all of our directors are elected annually, the board receives updates on our operating strategies from the ceo and other members of senior management at each quarterly board meeting and financial information is provided to directors on a monthly basis.",1
1693,1362491,2012," our leadership structure is appropriate because mr. goncalves has 30 years of experience in the metals industry, and under his leadership our management team has executed a strategy that has significantly improved our earnings growth, cash flow stability, and competitiveness. in addition, we believe that it is important that mr. goncalves continue to serve as our  cotb  and our president and ceo in order to give management a strong voice and influence in the company notwithstanding that apollo controls a majority of our voting common stock. ",1
1694,1362988,2012,". the board understands that there is no single, generally accepted approach to providing board leadership and that given the dynamic and competitive environment in which we operate, the right board leadership structure may vary as circumstances warrant. to this end, the board has no policy mandating the combination or separation of the roles of  cotb  and ceo and believes the matter should be discussed and considered from time to time as circumstances change. currently, the company maintains a separate  cotb  and ceo . this leadership structure is appropriate for the company at this time as it permits our ceo ron wainshal to focus primarily on management of the company's strategic direction and day-to-day operations, while allowing our  cotb  wes edens, to lead the board in its fundamental role of providing advice to and independent oversight of management. the board is comprised of seven non-management directors and one management director. in accordance with the company's corporate governance guidelines and rules of the nyse, the non-management directors are required to meet regularly in executive session and the independent directors must meet in executive session at least once each year. as such, the board's meetings include, whenever appropriate, executive sessions in which only independent directors are present. any independent director can request that an executive session be scheduled. ronald w. allen has been appointed by the non-management directors as the lead non-management director to preside at those sessions, the presiding director. interested parties who wish to communicate directly with the non-management directors may forward correspondence to the presiding director, c/o aircastle advisor llc, 300 first stamford place, 5th floor, stamford, ct 06902. wesley r. edens ron wainshal michael inglese david walton joseph schreiner aaron dahlke joseph p. adams, jr. ronald w. allen douglas a. hacker charles w. pollard ronald l. merriman peter v. ueberroth giovanni bisignani",0
1695,1363829,2013,"the board has separated the positions of  cotb  and ceo . robert j. campbell, an independent director, has served as  cotb  since november 2011 (when our then  cotb  and ceo , dominic f. silvester, recommended the separation of the positions). the board believes that separating the roles of  cotb  and ceo and having mr. campbell serve as  cotb  is the most effective leadership structure for us at this time. mr. campbell has served on our board for over five years and the board believes he is well suited to assist with the execution of strategy and business plans, to play a prominent role in setting the board's agenda, to act as the liaison between the board and our senior management, and to preside at board and shareholder meetings. the board believes that our corporate governance structure appropriately satisfies the need for objectivity, and includes several effective oversight means, including: the roles of  cotb  and ceo are separated; the  cotb  is an independent director; the board is comprised of a majority of independent directors; before or after regularly scheduled board meetings, the independent directors meet in executive session without messrs. silvester and o shea present to review, among other things, the performance of our executive officers; and various committees of the board comprised only of independent directors perform key oversight functions, such as overseeing the integrity and quality of our financial statements, overseeing risk assessment and management, establishing senior executive compensation, reviewing director candidates and making recommendations for director nominations, and overseeing our corporate governance structure and practices. the audit committee, compensation committee and nominating and governance committee are each comprised solely of independent directors. three of the five members of the investment committee are independent directors and an independent director serves as its  cotb . the board recognizes, however, that no single leadership model is right for all companies at all times and that, depending on the circumstances in the future, other leadership models might be appropriate for us. election of subsidiary directors as set forth in proposal no. 4. please refer to the back of the card for special voting instructions regarding proposal no. 4. in their discretion, the proxies are authorized to vote upon such other matters as may properly come before the meeting and any adjournment or postponement thereof. please sign exactly as your name(s) appear(s) hereon. when signing as attorney, executor, administrator, or other fiduciary, please give full title as such. joint owners should each sign personally. all holders must sign. if a corporation or partnership, please sign in full corporate or partnership name by authorized officer. signature [please sign within box] signature (joint owners) ",1
1696,1363851,2011,"the board of directors previously has adopted an amendment to the amended and restated bylaws of the company (the bylaw amendment ), which increases the quorum for shareholder meetings from not less than 25 percent of the outstanding common shares of the company entitled to vote at the meeting to 33 1/3 percent of the outstanding common shares of the company, present in person or by proxy. the company's shareholders are being asked to approve the adoption of the bylaw amendment. the company is undertaking the bylaw amendment to comply with rule 5620(c) of the nasdaq stock market, which requires that a listed company's by-laws must provide for a quorum at meetings of shareholders of at least 33 1/3 percent of the outstanding shares of common voting stock of such listed company. in addition, the board of directors believes that it is good corporate governance and in the best interest of the company to amend its quorum requirement to increase the number of issued and outstanding common shares which must be present in person or by proxy at a meeting or adjourned meeting. while the company will continue to monitor developments in this area, the board of directors currently plans to seek an advisory vote on executive compensation every three years. the board believes this approach would align more closely with the multi-year performance measurement cycle that the company uses to reward long-term performance. it also would provide the company with sufficient time to engage with shareholders to understand and respond to the vote results. from december 31, 2008, through march 8, 2011, mr. burke served as the non-executive  cotb , and effective march 9, 2011, mr. thierer was appointed  cotb . the  cotb  is responsible for overseeing the performance by the board of its duties, for communicating periodically with committee chairs regarding the activities of their respective committees, for assessing the effectiveness of the board as a whole as well as individual board members and for overseeing the management of the company's business. effective march 9, 2011, mr. cosler was appointed as lead independent director due to mr. thierer's appointment as  cotb , which resulted in mr. thierer holding the joint role of  cotb  and  ceo . in appointing mr. thierer as  cotb , the independent directors have concluded that the most effective leadership structure for the company at the present time is for mr. thierer to serve as both ceo and as  cotb . the board made this determination in light of mr. thierer's service to the company and varied experiences within the company's industry, which allow him to bring to the board a broad and uniquely well-informed perspective on the company's business, as well as substantial insight into the trends and opportunities that can affect the company's future. the lead independent director is responsible for providing leadership to the board when circumstances arise in which the joint role of the  cotb  and ceo may have been, or may have been perceived to be, in conflict and chairing those board sessions that were attended only by independent directors. the company believes mr. thierer holding the joint role of  cotb  and ceo is an appropriate structure as it promotes unified leadership and direction for the company, allowing for a single, clear focus for management to execute the company's strategy and business plans, and given the appointment of mr. cosler as the lead independent director, as well as the high majority of the board being comprised of independent directors. additionally, the board believes that having a lead independent director as part of its leadership structure promotes greater management accountability and ensures that directors have an independent contact on matters of concern to them.the lead independent director's responsibilities are to facilitate the functioning of the board independently of management, to ensure that directors have an independent contact on matters of concern to them and to ensure that the board's agenda will enable it to successfully carry out its duties. in particular, the lead independent director will provide leadership to the board due to the same person holding the joint role of the  cotb  and ceo and circumstances arise in which such joint role may be, or may be perceived to be, in conflict and chairs those board sessions that are attended only by independent directors. ",1
1697,1364099,2010,"board leadership structure the board is dedicated to the principle that independent directors must play a determinative role in the overall governance of the company, including an active role in the leadership structure of the board and its committees. since its formation in 2004, mr. gress has served as president and CEO of the company and also acted in the capacity of board chair before being formally elected as  COTB  in november 2006. however, all other directors now serving on the on the board are independent directors. to follow sound governance practices consistent with its principles and provide leadership and coordination among the independent majority of directors, in 2007, the board created a new office of lead independent director, or lid, and formalized that determination in the corporate structure by amending the company's by-laws. under the amended by-laws, whenever the board elects a cotb who is not also an independent director under the regulatory standards then applicable to the company, it must also elect from among the independent directors a lid. apart from being a distinct corporate office recognized under the by-laws, the lid position is separately compensated from other directors in recognition of its importance and additional responsibilities. the lid is to preside at all meetings of the stockholders and the board in the absence of the cotb , to act as chair for meetings of the independent directors, and to have the duties prescribed by the by-laws and the board. the board has specified the following major roles for the lid: coordinating and developing the agenda for, and scheduling and moderating, executive sessions of the independent directors and performing any of the functions required or appropriate for such office under rules established for issuers with securities listed on a national securities exchange;   coordinating with the cotb of the board on appropriate scheduling of meetings of the board and acting as principal liaison between the independent directors and the cotb of the board and/or CEO on sensitive matters; advising the cotb of the board as to agenda items suggested by any independent director and placing items on the agenda determined by the lid to be appropriate from the perspective of the independent directors; directing that specific materials be included in transmissions to the board and working with committees of the board to assess the quality, quantity, and timeliness of the flow of information from management to the board; coordinating with the appropriate committee(s) of the board to oversee compliance with the company's ethical and similar codes by recommending appropriate revisions thereto; and assisting the cotb of the board in the retention of consultants to report directly to the board and retaining such counsel or consultants as the lid deems necessary to perform his or her responsibilities. in connection with the creation of the office, the board elected gary cappeline, an independent director, to serve as the first lid. mr. cappeline has served on each of the board's three standing committees, has chaired the audit committee and currently chairs the compensation committee. he was re-elected as the lid at the 2009 annual organizational meeting of the board to serve until the 2010 annual organizational meeting of the board. the company was organized and began independent operation of an existing business in august 2004. in november 2006, it became a publicly traded entity. in the ensuing year, the board reviewed the governance issues and principles relating to the existing combination of the offices of chief executive and cotb and concluded that the interests of the company and its stockholders were best served by creating the new office of the lid and electing a qualified candidate to that office. among factors that supported that conclusion were the following: (i) the board believed the existing combined structure and incumbent personnel involved would continue to work well for the benefit of the company; (ii) there was no convincing evidence that the company's financial performance or other aspects of its business would be improved by splitting the roles; (iii) there was a concern that dividing the roles in the company's early years could weaken its ability to develop and implement critical strategies; (iv) as a matter of good governance, the company already was implementing alternative measures to strengthen board independence and oversight (for example, the board was being expanded solely with independent directors, board committees were all being chaired by independent directors, and at board and committee meetings, time was being allocated for independent directors to meet in executive session without management personnel present); and (v) although trends favored increased oversight by independent boards of directors, potential benefits of splitting the roles could be achieved in other meaningful ways such as by using the lid function concentrated in one independent director who could work in tandem with a non-independent cotb . the board retains the right at anytime to review the issues of separation or combination of the board leadership and management leadership and the discretion and power to make changes in that regard should it conclude circumstances warrant them. ",0
1698,1364100,2012,"the board has affirmatively determined that messrs. dittmann, preng, mills and transier have no material relationships with the company and are independent directors, as that term is defined under nyse rule 303a and applicable rules under the securities exchange act of 1934 (the exchange act ). in making the independence determination for its members, the board considered mr. transier's service as a director of helix and determined that he is independent. there were no other transactions, relationships or arrangements between any of the other independent directors and the company that would result in such directors being considered not independent. our only non-independent director is mr. h bert due to his employment by the company. as required by nyse rule 303a, a majority of our directors are independent. in february 2010, our board named mr. h bert, our president and  ceo , as the  cotb . in making its decision, the board determined that the combination of the roles of  cotb  and ceo was the best approach for our company at this time given the significant challenges faced by our industry. in addition, the board determined that having a  cotb  with significant marine construction operating experience, such as mr. h bert, at this stage of our company's development was important. with mr. h bert holding the combined roles, the board believes it will create necessary efficiencies in the management of our business during the current challenging market conditions facing our industry. in addition, the board continues to have a strong lead independent director. the board's independent directors regularly meet in executive session at the end of each board and committee meeting. mr. transier has been designated by the board as its lead independent director. in his role as lead independent director, mr. transier collaborates with our  cotb  on the agendas for board and committee meetings, prepares the agendas for executive sessions for our board, facilitates communications between our  cotb  and other members of the board, and serves as an independent point of contact for stockholders wishing to communicate with the board other than through our  cotb . mr. transier sits on all three of the board's standing committees and also presides at any meetings of the board's independent directors, other than meetings held in connection with or related to the business of a committee of the board, and performs such other functions as the board may direct. in the case of an executive session of the independent directors held in connection with a meeting of a committee of the board, the  cotb  of the particular committee presides.",1
1699,1364479,2014,"as indicated in our corporate governance guidelines, the board believes it is important to retain its flexibility to allocate the responsibilities of the offices of the  cotb  and ceo in a manner that is in the best interests of our corporation. the board believes that the decision as to who should serve as  cotb  and ceo , and whether the offices should be combined or separate, should be assessed periodically by the board, and that the board should not be constrained by a rigid policy mandating the structure of such positions. the board currently believes that the most effective and efficient leadership structure for our corporation is for mr. frissora to serve as both  cotb  and ceo . the board believes that mr. frissora possesses the requisite experience, leadership capabilities and judgment to guide both our corporation and the board and to manage the particular opportunities and challenges that face us. in addition, the board considers the terms of mr. frissora's employment agreement that provide he will serve as a member of the board and as  cotb . ",1
1700,1364954,2014,"our corporate governance guidelines provide that our board of directors shall be free to choose its  cotb  in any way that it considers in the best interests of our company, and that the nominating and corporate governance committee shall periodically consider the leadership structure of our board of directors and make such recommendations related thereto to the board of directors with respect thereto as the nominating and corporate governance committee deems appropriate. our board of directors does not have a policy on whether the role of the  cotb  and ceo should be separate and believes that it should maintain flexibility in determining a board leadership structure appropriate for the company from time to time. prior to the adoption of the written policy described above, our board of directors reviewed and approved any transaction where a director or officer had a financial interest, including all of the transactions described above. prior to approving such a transaction, the material facts as to a director's or officer's relationship or interest as to the agreement or transaction were disclosed to our board of directors. our board of directors would take this information into account when evaluating the transaction and in determining whether such transaction was fair to our company and in the best interest of all of our stockholders. ",1
1701,1365038,2012,"board leadership structure and risk oversight in accordance with our bylaws, our board appoints our officers, including our CEO and chief financial officer. our board does not have a policy on whether the role of the cotb and CEO should be separate and, if it is to be separate, whether the cotb should be selected from the non-employee directors or be an employee. currently, the roles of the cotb and CEO are combined. recently, our board designated mr. quandt, a non-employee independent director, to serve as its lead independent director. the lead independent director will be responsible for coordinating the activities of the other independent directors, chairing executive sessions of the independent directors, reviewing and overseeing the board agenda and leading the board in connection with matters that require a leader other than the cotb . he will also facilitate information flow and communication by acting as a liaison between the non-employee directors and management. our board believes that the current board leadership structure is best for our company and our stockholders at this time. our board has eight independent members and one non-independent member. a number of our independent board members are currently serving or have served as members of senior management of other public companies and have served as directors of other public companies. we have three standing board committees comprised solely of directors who are considered independent under the nyse standards. we believe that the number of independent, experienced directors that make up our board benefits our company and our stockholders. our board is primarily responsible for overseeing our risk management processes. our board, as a whole, determines the appropriate level of risk for our company, assesses the specific risks that we face and reviews management's strategies for adequately mitigating and managing the identified risks. although our board administers this risk management oversight function, our audit committee, nominating and corporate governance committee and compensation committee support our board in discharging its oversight duties and address risks inherent in their respective areas. we believe this division of responsibilities is an effective approach for addressing the risks we face and that our board leadership structure supports this approach. in particular, the audit committee is responsible for considering and discussing our significant accounting and financial risk exposures and the actions management has taken to control and monitor these exposures, and the nominating and corporate governance committee is responsible for considering and discussing our significant corporate governance risk exposures and the actions management has taken to control and monitor these exposures. going forward, we expect that the audit committee and the nominating and corporate governance committee will receive periodic reports from management at least quarterly regarding our   assessment of such risks. while the board oversees our risk management, company management is responsible for day-to-day risk management processes. our board expects company management to consider risk and risk management in each business decision, to pro-actively develop and monitor risk management strategies and processes for day-to-day activities and to effectively implement risk management strategies adopted by the audit committee and the board. our board believes its administration of its risk oversight function has not affected the board's leadership structure. our compensation committee, with input from our management, assists our board in reviewing and assessing whether any of our compensation policies and programs could potentially encourage excessive risk-taking. in considering our employee compensation policies and practices, the compensation committee reviews, in depth, our policies related to payment of salaries and wages, commissions, benefits, bonuses, stock-based compensation and other compensation-related practices and considers the relationship between risk management policies and practices, corporate strategy and compensation. a primary focus of our compensation program is intended to incentivize and reward growth in adjusted oibda, or adjusted operating income before depreciation and amortization expense, among other metrics. we believe these metrics are positive indicators of our long-term growth, operating results and increased stockholder value and therefore believe that our compensation program does not create risks that are reasonably likely to have a material adverse effect on the company. ",0
1702,1365135,2014,"the board has a non-executive chairman. this position is independent from management. the chairman sets the agendas for and presides over the board meetings as well as meetings of the independent directors. the chief executive officer is a member of the board and participates in its meetings. the board believes that this leadership structure is appropriate for the company at this time because it allows for independent oversight of management, increases management accountability and encourages an objective evaluation of management's performance relative to compensation. ",0
1703,1365216,2011,"our board of directors does not have a policy on whether or not the roles of ceo and  cotb  of our board of directors should be separate and, if they are to be separate, whether the  cotb  of our board of directors should be selected from the non-employee directors or be an employee. our board of directors believes that it should be free to make a choice from time to time in any manner that is in the best interests of our company and our stockholders. currently, dr. ueno serves as ceo and the  cotb  of our board of directors. our board of directors believes that dr. ueno is currently best situated to serve as  cotb  of our board of directors due to his deep knowledge of our company's products and technology and his vision for strategic development. our corporate governance guidelines provide that in the event the  cotb  of our board of directors is not an independent director, a majority of our board's independent directors may appoint an independent director, who has been nominated by the nominating and corporate governance committee, to serve as the lead independent director. because dr. ueno, the  cotb  of our board of directors, is not an independent director, our independent directors, based on the recommendation of our nominating and corporate governance committee, have appointed mr. celeste as the lead independent director. as the lead independent director, mr. celeste serves as the presiding director at all executive sessions of independent directors, determines the need for special meetings of our board of directors and consults with dr. ueno on matters relating to corporate governance and board performance. companies face a variety of risks, including credit risk, liquidity risk and operational risk. our board of directors believes an effective enterprise risk management, or erm, system will timely identify the material risks that our company faces and through such erm system management will communicate necessary information with respect to material risks to our board of directors or the relevant board committee, implement appropriate and responsive risk management strategies consistent with our company's risk profile and integrate risk management into our company's decision-making. our entire board of directors oversees general risk management of our company and continually works, with the input of our executive officers, to assess and analyze the most likely areas of future risk for our company. our board of directors also encourages management to promote a corporate culture that incorporates risk management into the corporate strategy and day-to-day business operations. our audit committee focuses on oversight of the financial risks of our company and the steps management has taken to monitor and control such exposures. our audit committee also oversees and approves all related party transactions. our nominating and corporate governance committee annually reviews our company's corporate governance guidelines and their implementation. our compensation committee considers risks that may result from changes in compensation programs. we believe that the leadership structure of our board of directors, including the designation of a lead independent director, supports effective oversight of our company's risk management but that otherwise the administration of its risk oversight function has not affected our board of directors leadership structure.",1
1704,1365790,2010," our board is currently comprised of seven directors, three of whom are independent. mr. gottesman has served as  cotb  and co- ceo  since november 2, 2007. the board believes that the company's  cotb  and co- ceo  is best suited to serve as  cotb  because he is the director most familiar with the company's business and operations, and most capable of effectively identifying strategic priorities and leading the discussion and execution of strategy. the company's independent directors bring experience, oversight and expertise from outside the company and industry, while the  cotb  and co- ceo  brings company-specific experience and expertise. the board believes that the combined role of  cotb  and co- ceo  facilitates information flow between management, which is essential to effective governance. the board believes the combined role of  cotb  and co- ceo  is in the best interest of shareholders because it provides the appropriate balance between strategy development and independent oversight of management. the board believes that designating a lead director is not necessary for serving the company's and shareholders best interests. in circumstances in which the independent directors meet in executive session, a director designated by the independent directors will chair the meeting.",1
1705,1365916,2011,"our board is composed of our CEO , john melo, our senior vice president, corporate development and founder, keith kinkead reiling, and nine non-management directors. arthur levinson, one of our independent directors, serves the principal board leadership role as the board's lead independent director. (we do not currently have a separately designated chair, and the board does not have any policy that a chair be separate from the CEO .) dr. levinson's responsibilities as lead independent director include providing input on board agendas and working with management to develop agendas for meetings, calling special meetings of the board, presiding at executive sessions of independent board members, gathering input from board members on CEO performance and providing feedback to the CEO , and gathering input from board members after meetings and through an annual self-assessment process and communicating feedback to the board and the CEO , as appropriate. the board believes that having an independent presiding director helps reinforce the board's independence from management in its oversight of our business and affairs. the board believes that this structure helps to create an environment that is conducive to objective evaluation and oversight of management's performance and related compensation, increasing management accountability and improving the ability of the board to monitor whether management's actions are in our best interests and those of our stockholders. further, this structure permits our CEO to focus on the management of our day-to-day operations. accordingly, we believe our current board leadership structure contributes to the effectiveness of the board as a whole and, as a result, is the most appropriate structure for us at the present time. the nominating and governance committee also monitors the size, leadership and committee structure of the board and makes any recommendations for changes to the board, reviews our narrative disclosures in sec filings regarding the director nomination process, board leadership structure and risk oversight by the board, considers and approves any requested waivers under our code of business conduct and ethics, reviews and makes recommendations to the board regarding formal procedures for stockholder communications with members of the board, reviews with the CEO and chair of the board the succession plans for senior management positions, and oversees an annual self-evaluation process for the board. the board believes that this structure helps to create an environment that is conducive to objective evaluation and oversight of management's performance and related compensation, increasing management accountability and improving the ability of the board to monitor whether management's actions are in our best interests and those of our stockholders. ralph alexander (chair) samir kaul patrick pichette the material in this report is not soliciting material, is not deemed filed with the sec and is not to be incorporated by reference into any filing of amyris under the securities act or the exchange act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing",0
1706,1366367,2013,"on march 21, 2013, the board of directors adopted resolutions: (1) declaring that an amendment to the company's articles of incorporation to effect a one-for-three reverse stock split (the reverse stock split ), as described below, was advisable and in the best interests of the company and its shareholders and (2) directing that a proposal to approve the reverse stock split be submitted to the company's shareholders for their approval at the annual meeting (the reverse stock split proposal ). the board of directors is submitting the reverse stock split proposal to our shareholders for approval with the primary intent of increasing the market price of our common stock. if approved by the shareholders and implemented by the board of directors, the reverse stock split should also enhance liquidity. accordingly, we believe that providing the board of directors with the ability to effect the reverse stock split is in the company's and our shareholders' best interests. the board of directors reserves the right to abandon the reverse stock split without further action by the shareholders at any time before the effectiveness of the filing with the north carolina secretary of state of articles of amendment to the articles of incorporation if the board, in its sole discretion, determines that it is not in our best interest and the best interests of our shareholders to effect the reverse stock split, even if the reverse stock split has been authorized by the shareholders at the annual meeting. by voting in favor of the reverse stock split, you are expressly also authorizing the board to determine not to proceed with, and abandon, the reverse stock split if it should so decide. our audit committee is primarily responsible for overseeing the company's risk management processes on behalf of the full board of directors. the audit committee focuses on financial reporting risk and oversight of the internal audit process. it receives reports from management at least quarterly regarding the company's assessment of risks and the adequacy and effectiveness of internal control systems, as well as reviewing credit and market risk (including liquidity and interest rate risk), and operational risk (including compliance and legal risk). strategic and reputation risk are also regularly considered by this committee. the audit committee also receives reports from management addressing the most serious risks impacting the day-to-day operations of the company. our director of internal audit and general auditor reports to the audit committee through the chief credit officer and meets with the audit committee on a quarterly basis in executive sessions to discuss any potential risk or control issues involving management. the audit committee reports regularly to the full board of directors, which also considers the company's entire risk profile. the full board of directors focuses on the most significant risks facing the company and the company's general risk management strategy, and also ensures that risks undertaken by the company are consistent with the risk policies and limits established by the board of directors. while the board of directors oversees the company's risk management, management is responsible for the day-to-day risk management processes. we believe this division of responsibility is the most effective approach for addressing the risks facing our company and that our board leadership structure supports this approach.",0
1707,1366868,2010,"leadership structure from our initial public offering in november 2006 until july 2009, mr. monroe served as our  COTB  and  CEO . although the board intended to separate the positions, mr. monroe continued his dual service to concentrate on the strategic and financing issues we faced. upon the completion of our financing, the board, with input from mr. monroe, changed our leadership structure so that the CEO and  COTB  positions would be held by separate individuals. the board determined that this change in the leadership structure would benefit us as we prepared for the launch of our second generation satellite constellation. mr. monroe continues to perform executive duties as  COTB  but in a more limited degree than he did as ceo. ",1
1708,1366868,2011,"from our initial public offering in november 2006 until july 2009, mr. monroe served as our  cotb  and  ceo . although the board intended to separate the positions, mr. monroe continued his dual service to concentrate on the strategic and financing issues we faced. in july 2009, the board, with input from mr. monroe, changed our leadership structure with the appointment of mr. dalton as  ceo , resulting in split positions for the ceo and  cotb . the board determined that this change in the leadership structure would benefit us as we prepared for the launch of our second-generation satellite constellation. mr. monroe continues to perform executive duties as  cotb  but to a more limited degree than he did as ceo .",1
1709,1368265,2010," the board believes that different people should hold the positions of  cotb  and ceo to facilitate the board's oversight of management. mr. mitchell has served as  cotb  since may 2005 and mr. littlefair has been the ceo of the company since june 2001. as  cotb , mr. mitchell organizes board activities to enable the board to effectively provide guidance to and oversight and accountability of management. the  cotb , among other things, creates and maintains an effective working relationship with the ceo and other members of management and with the other members of the board, provides the ceo ongoing direction as to board needs, interests and opinions, and assures that the board agenda is appropriately directed toward significant matters of the company. ",0
1710,1368582,2010," our board's leadership structure is comprised of our CEO , several independent directors, and a lead independent director. in june 2009, the board of directors designated mr. von simson as its lead independent director. the lead independent director presides at executive sessions of non-management or independent directors and any meetings at which our CEO is not present. the lead independent director also calls meetings of the independent or non-management directors as may be necessary from time to time. in addition, he discusses any significant conclusions or requests arising from the independent director sessions with our CEO , including the scheduling of, and requested agenda items for, future meetings of the our board of directors. he may also perform other duties as may be, from time to time, set forth in our bylaws or requested by our board of directors to assist it in the fulfillment of its responsibilities, by individual directors, or by our CEO . the full board, or the appropriate committee, receives reports on risk facing arcsight from our CEO or other members of management to enable it to understand our risk identification, risk management and risk mitigation strategies. we believe that our board's leadership structure supports effective risk management because it allows our lead independent director and the independent directors on our committees to exercise oversight over management. our board's leadership structure is comprised of our CEO , several independent directors, and a lead independent director. our board structure allows us to leverage the experience of our CEO and the independent perspective of our lead independent director. we believe that this structure, amplified by our strong committee system, meets the current corporate governance needs and oversight responsibilities of the board.",0
1711,1369786,2014,"the board took into consideration arguments in favor of and against continuation of the classified board and determined that it is in the company's best interests to propose to declassify the board. our board recognizes that a classified structure may offer several advantages, such as promoting board continuity and stability, enhancing long-term planning, ensuring directors serving on our board of directors have substantial knowledge of the company and increasing the protection against potentially abusive and unfair takeover tactics. our board also recognizes that a classified structure may appear to reduce directors accountability to stockholders, since such a structure does not enable stockholders to express a view on each director's performance by means of an annual vote. after consideration of the foregoing and other factors, the board of directors believes that the benefits of moving to annual elections outweigh the reasons for keeping a classified board. the board believes that having one individual serve as both ceo and  cotb  benefits sagent pharmaceuticals and our stockholders by allowing one person to speak on behalf of the company to our stockholders, employees, business partners and consumers. the ceo is generally in the best position to inform our independent directors about our operations and issues important to sagent pharmaceuticals. combining these roles ensures alignment of our business and strategic plans and allows timely communication between management and the board on critical business matters given the complexity of our business. mr. yordon has served as our ceo and  cotb  since founding the company in 2006. based on current circumstances, the board believes that continuing this leadership structure best meets our needs, as it has provided an effective balance of strong leadership and independent oversight. continuing this structure will provide sagent pharmaceuticals with consistent leadership, allowing the board to focus on achieving our long-term business goals. mr. yordon's first-hand knowledge of operations and strategic plans as ceo and his extensive knowledge of the generic pharmaceuticals industry, facilitates the board's decision-making process because he chairs the board meetings where the board discusses strategic and business matters. because the board believes that independent board leadership is important, it has established the role of lead director for times, such as the present time, when one individual serves as  cotb  and  ceo . the lead director is an independent director who serves as the principal liaison between the  cotb  and the other independent directors and has similar responsibilities to those of the  cotb . the board created the lead director position to increase the board's effectiveness and promote open communication among independent directors. the lead director works with the  cotb  and other members of the board to provide independent leadership of the board's affairs. the board has determined that the lead director shall: our current lead director is robert flanagan, whom the board appointed to that position in 2012. the board believes that mr. flanagan is an effective lead director due to his independence, his leadership and the operating experience gained in his roles at clark enterprises, inc. and first as a director, and then  cotb  of, martek biosciences corporation. the board believes that the current leadership structure contributes to the board's efficiency and effectiveness by having the person primarily responsible for our day-to-day operations also serve as  cotb . our governance practices and director nomination process ensure that skilled and experienced independent directors continue to provide independent leadership to the board while fulfilling their responsibilities. as a result, through this leadership structure, the board effectively carries out its monitoring and oversight roles by acting as a unified whole, exhibiting strong leadership and independent oversight and making informed, independent decisions on behalf of our stockholders. ",1
1712,1370755,2014,"the board of directors of the company, including a majority of the independent directors who have no financial interest in this proposal, has approved this proposal as in the best interests of the company and its stockholders and recommends it to the stockholders for their approval. upon obtaining the requisite stockholder approval, the company will comply with the conditions described below in connection with any financing undertaken pursuant to this proposal. there is no maximum level of discount from nav at which we may sell shares pursuant to this authority. see below for a discussion and examples of the dilutive effect of the sale of shares below nav. the board of directors believes that having the flexibility to issue our common stock below nav per share in certain instances is in the best interests of stockholders. if we were unable to access the capital markets as attractive investment opportunities arise, our ability to grow over time and continue to pay steady or increasing dividends to stockholders could be adversely affected. it could also have the effect of forcing us to sell assets that we would not otherwise sell, and such sales could occur at times that are disadvantageous to sell. we could also expend considerable time and resources on a capital raise advantageous for stockholders, but be forced to abandon it solely due to stock market activity causing our stock price to dip temporarily below our nav per share plus selling costs. even if we are able to access the capital markets, there is no guarantee that we will grow over time and continue to pay steady or increasing dividends. the board of directors believes that sales of common stock at less than nav per share in the future could have either a positive or negative effect on the company's stock price depending on a variety of factors, including the company's use of the proceeds of such sales. a majority of our independent directors and a majority of the company's directors who have no financial interest in the sale have approved the sale as in the best interests of the company and its stockholders; ",0
1713,1370880,2014,"mr. dewalt currently serves as both  cotb  of our board of directors and our  ceo . our board of directors believes that the current board leadership structure provides effective independent oversight of management while allowing our board of directors and management to benefit from mr. dewalt's leadership and years of experience as an executive in the it security industry. mr. dewalt is best positioned to identify strategic priorities, lead critical discussion and execute our strategy and business plans. mr. dewalt possesses detailed in-depth knowledge of the issues, opportunities, and challenges facing us. independent directors and management sometimes have different perspectives and roles in strategy development. we do not have a lead independent director, but our independent directors bring experience, oversight and expertise from outside of our company, while our ceo brings company-specific experience and expertise. our board of directors believes that mr. dewalt's combined role enables strong leadership, creates clear accountability, facilitates information flow between management and our board of directors, and enhances our ability to communicate our message and strategy clearly and consistently to stockholders. ",1
1714,1371489,2014,"the board of directors determined that combining the ceo and  cotb  positions, coupled with a lead independent director position, strengthens the company's governance structure and is the appropriate leadership model for the company at this time. the board of directors believes that 'one-size' does not fit all, and the decision of whether to combine or separate the positions of ceo and  cotb  will vary from company to company, depend upon a company's particular circumstances at a given point in time and may change from time to time. accordingly, the board of directors carefully considers from time to time whether the ceo and  cotb  positions should be combined based on what the board believes is best for the company and its stockholders. board structures vary greatly among u.s. public corporations. the board of directors does not believe that any one leadership structure is more effective at creating long-term stockholder value. the board of directors believes that an effective leadership structure could be achieved either by combining or separating the ceo and  cotb  positions so long as the structure encourages the free and open dialogue of competing views and provides for strong checks and balances. specifically, an effective governance structure must balance the powers of the ceo and the independent directors and ensure that the independent directors are fully informed, able to discuss and debate the issues that they deem important, and able to provide effective oversight of management. since march 2009, mr. robert e. weissman has served as the lead independent director. with mr. weissman retiring from the board of directors, mr. gerald s. hobbs has been elected by the board of directors to serve as the lead independent director. in addition to presiding at executive sessions of the independent directors, the responsibilities of the lead independent director also include: leading the board's processes for selecting and evaluating the ceo and  cotb ; presiding at all meetings of the board at which the  cotb  is not present; calling additional meetings of the independent directors as appropriate; assisting in scheduling board meetings; providing the board of directors with input as to the preparation of board meeting agendas; specifically requesting the inclusion of certain materials for board meetings; recommending, as appropriate, that the board of directors retain consultants who will report directly to the board of directors; and acting as a liaison between the independent directors and the  cotb  on sensitive issues. the board of directors believes that the responsibilities delegated to the lead independent director are substantially similar to many of the functions typically fulfilled by a board  cotb . the board of directors believes that its lead independent director position balances the need for effective and independent oversight of management with the need for strong, unified leadership. the board of directors believes that this structure is in the best interests of the company at this time as it will allow for a balance of power between the ceo and the independent directors and will provide an environment in which its independent directors are fully informed, have significant input into the content of board meeting agendas and are able to provide objective and thoughtful oversight of management.",1
1715,1372299,2016,"our board of directors separates the positions of  cotb  and  ceo . separating these positions allows our ceo to focus on our day-to-day business, while allowing the  cotb  to lead the board of directors in its fundamental role of providing advice to and independent oversight of management. the board of directors recognizes the time, effort, and energy that the ceo is required to devote to his position in the current business environment, as well as the commitment required to serve as our  cotb , particularly as the board of directors oversight responsibilities continue to grow. we believe that having separate positions and having an independent outside director serve as  cotb  is the appropriate leadership structure for the company at this time. ",0
1716,1372375,2013," the company believes that combining the positions of ceo and  cotb  helps to ensure that the board and management act with a common purpose. in the company's view, separating the positions of ceo and  cotb  has the potential to give rise to divided leadership, which could interfere with good decision-making or weaken the company's ability to develop and implement strategy. instead, the company believes that combining the positions of ceo and  cotb  provides a single, clear chain of command to execute the company's strategic initiatives and business plans. in addition, the company believes that a combined  ceo / cotb  is better positioned to act as a bridge between management and the board, facilitating the regular flow of information. the company also believes that it is advantageous to have a  cotb  with an extensive history with and knowledge of the company (as is the case with the company's  ceo ) as compared to a relatively less informed independent  cotb . ",1
1717,1372664,2010,"our board of directors has considered the stockholder's proposal relating to the annual election of directors, and has determined to abstain from making a recommendation regarding this proposal. the board recognizes that board classification remains controversial and believes that there are valid arguments in favor of, and in opposition to, classified boards. our board of directors currently consists of seven members; however, pursuant to sec rules, we are not responsible for correcting the contents of a stockholder proposal or supporting statement submitted by the stockholder and we, therefore, are not endorsing the accuracy of the data or the information put forth in the stockholder's proposal. however, after careful consideration of the stockholder's proposal, the board has determined that it will use this proposal as an opportunity for stockholders to express their views on this subject without being influenced by any recommendation the board might make.with the recent appointment of r. blake young as president and ceo of the company, the positions of ceo and  cotb  have been separated. mr. alec dreyer serves as  cotb  and lead director. the board believes that this structure encourages the free and open dialogue of competing views and provides for strong checks and balances. additionally, mr. dreyer's attention to board and committee matters allows mr. young to focus more specifically on overseeing the company's day-to-day operations and activities, as well as strategic opportunities and planning. the board also believes that one of the key elements of effective, independent oversight is that our independent directors meet in executive sessions on a regular basis without the presence of management. in fiscal 2009, our board held nine meetings and as part of the agenda, the independent directors met in executive session with mr. dreyer, the lead director presiding at such meetings. ",0
1718,1372807,2014,"the board recognizes that one of its key responsibilities is to evaluate and determine its optimal leadership structure so as to provide independent oversight of management. the board understands that there is no single, generally accepted approach to providing board leadership and that given the dynamic and competitive environment in which we operate, the right board leadership structure may vary as circumstances warrant. consistent with this understanding, the independent directors consider the board's leadership structure on an annual basis. this consideration includes the pros and cons of alternative leadership structures in light of our operating and governance environment at the time, with the goal of achieving the optimal model for effective oversight of management by the board. the  cotb  presides at all meetings of the board. the  cotb  is appointed on an annual basis by at least a majority vote of the remaining directors. currently, the offices of  cotb  and ceo are separated. we have no fixed policy with respect to the separation of the offices of the  cotb  and  ceo ; however, the board believes that the separation of the offices of the  cotb  and ceo is an integral part of good corporate governance and the succession planning process and that it is in the best interests of the company to make this determination from time to time. christopher lacovara has served as  cotb  since our initial public offering and is not considered an interested person of the company, as defined in section 2(a)(19) of the 1940 act. in june 2011, the board designated albert pastino as lead independent director. mr. pastino's duties as lead independent director include serving as  cotb  of regular board meetings during absences of the  cotb , establishing an agenda for meetings of the independent directors and leading such meetings, and performing such other duties as the board may establish or delegate. the board is actively involved in risk oversight for the company. although the board as a whole has retained oversight over the company's risk assessment and risk management efforts, much of the board's oversight efforts are conducted through the various committees of the board. each committee then regularly reports back to the full board on the conduct of the committee's functions. the board, as well as the individual board committees, also regularly hear directly from key officers and employees of the company involved in risk assessment and risk management. in particular, the audit committee assists the board in risk oversight for the company by reviewing and discussing with management and the independent auditors the company's significant financial and other exposures, and guidelines and policies relating to enterprise risk assessment and risk management, including the company's procedures for monitoring and controlling such risks. in addition to exercising oversight over",0
1719,1373671,2010,"currently, the positions of ceo and  cotb  are held by two different individuals (mr. patel and mr. ruckelshaus, respectively). although the board does not have a policy on whether or not the roles of ceo and  cotb  should be separate, the current structure allows our ceo to focus on our day-to-day business while our  cotb  leads the board in its fundamental role of providing advice to and independent oversight of management. the board recognizes the time, effort and energy that the ceo is required to devote to his position given our company's stage of development and the current business environment, as well as the commitment required to serve as our  cotb , particularly as the board's oversight responsibilities continue to grow. while our bylaws and corporate governance guidelines do not require that our  cotb  and ceo positions be separate, the board believes that having separate positions and having an independent director serve as  cotb  is the appropriate leadership structure for our company at this time and demonstrates our commitment to good corporate governance. the board will continue to assess the appropriateness of this structure as part of the board's broader succession planning process. ",0
1720,1373715,2016,"our corporate governance guidelines provide that our board of directors shall be free to choose its  cotb  in any way that it considers in the best interests of our company, and that the nominating and corporate governance committee shall periodically consider the leadership structure of our board of directors and make such recommendations related thereto to the board of directors as the nominating and corporate governance committee deems appropriate. our corporate governance guidelines also provide that, when the positions of  cotb  and ceo are held by the same person, the independent directors shall designate a lead independent director. the responsibilities of the  cotb  or the lead independent director include: setting the agenda for each meeting of our board directors, in consultation with our  ceo ; being available, under appropriate circumstances, for consultation and direct communication with stockholders; and facilitating communication between all directors and management. our board of directors has an independent  cotb , mr. barber. we believe that separation of the positions of  cotb  and ceo reinforces the independence of our board of directors in its oversight of our business and affairs. in addition, we believe that having an independent board  cotb  creates an environment that is more conducive to objective evaluation and oversight of management's performance, increasing management accountability and improving the ability of our board of directors to monitor whether management's actions are in the best interests of our company and stockholders. as a result, we believe that having an independent board  cotb  enhances the effectiveness of the board of directors as a whole.",0
1721,1373835,2010,"our board is currently led by our  cotb , mr. esrey, who is an independent director. while our principles of corporate governance allow for the positions of the office of  cotb  and the ceo to be held by the same person we believe that leadership of the board of directors is best conducted by an independent  cotb . in exercising its duties to our shareholders, our board members should not be conflicted in any way. to minimize potential conflicts, we have limited the members of our board who are not independent to our  ceo . we believe that this board leadership structure is appropriate in maximizing the effectiveness of our board oversight and in providing perspective to our business that is independent from management. the board of directors believes that adherence to sound corporate governance policies and practices is important to ensuring that spectra energy is governed and managed with the highest standards of responsibility, ethics and integrity and in the best interests of its shareholders. in evaluating this proposal, the board has determined that the director resignation policy incorporated in our principles for corporate governance allows the board to consider and address shareholder concerns without creating undue uncertainty. in contrast, the shareholder proposal does not address what would occur if a candidate fails to receive the requisite majority vote. under delaware law and spectra energy's bylaws, the possible scenarios include an incumbent director remaining in office until a successor is elected and qualified, the board of directors electing a director to fill a vacancy, or the position remaining vacant. all of these alternatives, in the view of spectra energy's board of directors, are less desirable than the method of addressing issues raised by a majority of withheld votes that is currently mandated under our principles for corporate governance. ",0
1722,1375205,2014,"mr. klenda has been our  cotb  and executive director since 2006. mr. heili has been our president and ceo (principal executive officer) since 2011. from time to time, the corporate governance and nominating committee considers the functions customarily assigned to a director serving in the role of lead director and has determined that the establishment of the role of lead director of ur-energy, with the current makeup of the board of directors, would not enhance the communications within the board, among its committees, and with management. the board oversees the risks involved in our operations as part of its general oversight function, integrating risk management into the company's compliance policies and procedures. while the board has the ultimate oversight responsibility for the risk management process, the audit committee, the compensation committee and the technical committee have certain specific responsibilities relating to risk management. among other things, the audit committee, addresses risk assessment and risk management, and reviews major risk exposures (whether financial, operating or otherwise) and the guidelines and policies that management has put in place to govern the process of assessing, controlling, managing and reporting such exposures. in addition, when recommending to the board appropriate compensation for executive officers, the compensation committee considers the nature, extent and acceptability of risks that the executive officers may be encouraged to take by any incentive compensation. the board also satisfies its risk oversight responsibility through full reports by each committee chair regarding the committee's considerations and actions, as well as through regular reports directly from officers responsible for oversight of particular risks within the company.",0
1723,1375365,2011,"board leadership structure our  COTB , charles liang, is also our ceo. the board and our governance committee believe that it is appropriate for mr. liang to serve as both the CEO and  COTB  due to the relatively small size of the company and our board, and the fact that mr. liang is the founder of the company with extensive experience in our industry. ",0
1724,1375796,2016,"board leadership structure currently, our CEO serves on our board and our board does not have a cotb . our corporate governance guidelines provide that one of our independent directors shall serve as a lead independent director at any time when an independent director is not serving as the cotb of the board. accordingly, our board appointed mr. lee to serve as our lead independent director, effective as of the closing of our initial public offering on july 2, 2013. as lead independent director, mr. lee is responsible for presiding over periodic meetings of our independent directors, coordinating activities of the independent directors and performing such additional duties as our board may otherwise determine and delegate. role of the board in risk oversight one of the board's key functions is informed oversight of our risk management process. the board does not have a standing risk management committee, but rather administers this oversight function directly through the board as a whole, as well as through various board standing committees that address risks inherent in their respective areas of oversight. in particular, our board is responsible for monitoring and assessing strategic risk exposure, including a determination of the nature and level of risk appropriate for us. our audit committee has the responsibility to review and discuss with management and ernst & young llp, as appropriate, our guidelines and policies with respect to risk assessment and risk management, including our major financial risk exposures and the steps taken by management to monitor and control these exposures. our nominating and corporate governance committee is responsible for developing our corporate governance principles, and periodically reviews these principles and their application. our compensation committee reviews our practices and policies of employee compensation as they relate to risk management and risk-taking incentives, to determine whether such compensation policies and practices are reasonably likely to have a material adverse effect on us. meetings of the board the board met ten times during the last fiscal year. each board member attended 75% or more of the aggregate number of meetings of the board and of the committees on which he or she served, held during the portion of the last fiscal year for which he or she was a director or committee member. information regarding committees of the board the board has three committees: an audit committee, a compensation committee and a nominating and corporate governance committee. the following table provides membership and meeting information for fiscal 2013 for each of the board committees: audit compensation nominating and corporate governance ",0
1725,1376139,2010,"board leadership structure and risk oversight the board believes that mr. lipinski's service as both cotb of the board and CEO is in the best interest of the company and its shareholders. mr. lipinski possesses over 37 years of industry experience which, coupled with his current in-depth knowledge of the issues, opportunities and challenges facing the company, provides the focused attention, effective leadership and direction the board needs to ensure the most critical matters are addressed timely. this also avoids any potential confusion or duplication of efforts with clear accountability to the board. our governance processes, including the board's involvement in developing and implementing strategy, active oversight of risk, regular review of business results and thorough evaluation of the CEO 's performance and compensation, provide rigorous board oversight of the CEO as he fulfills his various responsibilities, including his duties as cotb . the board considers oversight of cvr energy's risk management efforts to be a responsibility of the entire board. the board's role in risk oversight includes receiving regular reports from members of senior   management on areas of material risk to the company, or to the success of a particular project or endeavor under consideration, including operational, financial, legal and regulatory, strategic and reputational risks. the full board (or the appropriate committee, in the case of risks that are under the purview of a particular committee) receives these reports from the appropriate members of management to enable the board (or committee) to understand the company's risk identification, risk management, and risk mitigation strategies. when a report is vetted at the committee level, the chairperson of that committee subsequently reports on the matter to the full board. this enables the board and its committees to coordinate the board's risk oversight role. the board also believes that risk management is an integral part of cvr energy's annual strategic planning process, which addresses, among other things, the risks and opportunities facing the company. the audit committee assists the board with oversight of the company's material financial risk exposures, including without limitation, liquidity, credit, operational risks and the company's material financial statement and financial reporting risks. the compensation committee assists the board with oversight of risks associated with the company's compensation policies and practices. in each case, the board or the applicable committee oversees the steps company management has taken to monitor and control such exposures. the CEO , by leading board meetings, facilitates reporting by the audit committee and the compensation committee to the board of their respective activities in risk oversight assistance to the board. the CEO 's collaboration with the board allows him to gauge whether management is providing adequate information for the board to understand the interrelationships of our various business and financial risks. he is available to the board to address any questions from directors regarding executive management's ability to identify and mitigate risks and weigh them against potential rewards. ",0
1726,1376139,2012,"the board believes that it should have the flexibility to make determinations as to whether the same individual should serve as both the ceo and the  cotb , and the board's leadership has varied over time. in determining the appropriate leadership structure, the board considers, among other things, the current composition of the board and the challenges and opportunities specific to the company. during 2011, mr. lipinski served as the company's ceo and  cotb . as of may 2012, mr. lipinski serves as the company's ceo and president and mr. intrieri serves as  cotb . the board believes that this leadership structure, which separates the  cotb  and ceo roles, is appropriate at this time in light of the recent acquisition of over 80% of our common stock by icahn. in particular, the board believes that this structure clarifies the individual roles and responsibilities of mr. lipinski and mr. intrieri and enhances accountability. the board recognizes that there is no single, generally accepted approach to providing board leadership and that the board's leadership structure may vary in the future as circumstances warrant. our governance processes, including the board's involvement in developing and implementing strategy, active oversight of risk, regular review of business results and thorough evaluation of the  ceo 's performance and compensation, provide rigorous board oversight of the ceo as he fulfills his various responsibilities. the board considers oversight of cvr energy's risk management efforts to be a responsibility of the entire board. the board's role in risk oversight includes receiving regular reports from members of senior management on areas of material risk to the company, or to the success of a particular project or endeavor under consideration, including operational, financial, legal and regulatory, strategic and reputational risks. the full board (or the appropriate committee, in the case of risks that are under the purview of a particular committee) receives these reports from the appropriate members of management to enable the board (or committee) to understand the company's risk identification, risk management, and risk mitigation strategies. when a report is vetted at the committee level, the  cotb  of that committee subsequently reports on the matter to the full board. this enables the board and its committees to coordinate the board's risk oversight role. the board also believes that risk management is an integral part of cvr energy's annual strategic planning process, which addresses, among other things, the risks and opportunities facing the company. the audit committee assists the board with oversight of the company's material financial risk exposures and the company's material financial statement and financial reporting risks. the compensation committee assists the board with oversight of risks associated with the company's compensation policies and practices. the nominating and corporate governance committee assists the board with oversight of risks associated with the company's governance. the environmental, health and safety committee assists the board with oversight of risks associated with the company's environmental and employee health and safety practices. in each case, the board or the applicable committee oversees the steps company management has taken to monitor and control such exposures. the  ceo 's collaboration with the board allows him to gauge whether management is providing adequate information for the board to understand the interrelationships of our various business and financial risks. he is available to the board to address any questions from directors regarding executive management's ability to identify and mitigate risks and weigh them against potential rewards. we have performed an internal review of all of our material compensation programs and have concluded that there are no plans that provide meaningful incentives for employees, including the named executive officers and other executive officers, to take risks that would be reasonably likely to have a material adverse effect on us.",0
1727,1377013,2012,"the company's corporate governance policy provides that the nominating and governance committee may from time to time make recommendations to the board regarding the leadership structure of the board, including whether to combine or separate the positions of chairman and chief executive officer ( ceo ), or to establish the position of lead or presiding director. in making the leadership structure determination, the board considers many factors, including the specific needs of the business and what is in the best interests of the company's stockholders. in connection with the company's separation from time warner inc. ( time warner ) in march 2009 (the separation ), the board named glenn a. britt, the company's chief executive officer, to the additional position of chairman and named peter r. haje to serve as the independent lead director. each of them has served in those roles since the separation. in connection with its periodic review of lead director rotation, the board has approved the rotation of the independent lead director and has appointed n.j. nicholas, jr. to serve as independent lead director effective at the annual meeting, subject to his re-election as a director. the lead director chairs the board's executive sessions, serves as a liaison between the chairman of the board and the independent directors, approves board meeting schedules and agenda items, has the authority to call meetings of the independent directors and organizes the board evaluation of the ceo. the board believes that it is in the best interest of the company and its stockholders to have mr. britt, who is responsible for the company's operations and strategy, chair the board's discussions. the combined position enhances mr. britt's ability to provide insight and direction on important strategic initiatives to both management and the board, and to ensure that they act with a common purpose. the company believes that its overall corporate governance policies and practices combined with the presence of a lead director, whose role closely parallels that of an independent chairman, adequately addresses any governance concerns raised by the dual ceo and chairman role. the lead director, along with the other non-employee directors, provides independent oversight of management and the company's strategy. the company believes that separating the roles would potentially result in less effective management and governance processes through undesirable duplication of work and, in worst case, lead to a blurring of the current clear lines of accountability and responsibility. ",1
1728,1377789,2011,"the board does not have a policy regarding the separation of the roles of CEO and cotb as the board believes it is in the best interests of the company to make that determination based on the position and direction of the company and the membership of the board. when the CEO also serves as cotb , our corporate governance guidelines provide for the appointment of a lead independent director. accordingly, when our cotb charles kissner was appointed CEO , the board appointed james stoffel, an independent director, as lead independent director, with the following duties and responsibilities: advise the cotb as to an appropriate schedule of board meetings, seeking to ensure that independent directors can perform their duties while not interfering with the flow of company operations; provide the cotb with input as to the preparation of the agendas for board and committee meetings; advise the cotb as to the quality, quantity and timeliness of the flow of information from management that is necessary for the independent directors to effectively and responsibly perform their duties; although management is responsible for the preparation of materials for the board, the lead independent director may specifically request the inclusion of certain material; interview, along with the nominating committee, all board candidates and make recommendations to the nominating committee and the board; preside at all meetings of the board at which the cotb is not present (including executive sessions of independent directors); coordinate, develop the agenda for, and preside at executive sessions of the independent directors; the lead director shall have the authority to call meetings of independent directors; if requested by major shareholders and if determined by the board as appropriate, be available for consultation and direct communication with such shareholders; evaluate, along with the members of the compensation committee and the full board, the CEO 's performance and meet with the CEO to discuss the board's evaluation; and consult with the corporate governance committee regarding the membership of various board committees, as well as selection of committee chairs. the board believes that appointing a lead independent director to serve along with our combined CEO and cotb has enhanced the board's oversight of, and independence from, company management, the ability of the board to carry out its roles and responsibilities on behalf of our stockholders and our overall corporate governance.",0
1729,1378020,2010,"board leadership structure and board's role in risk oversight the company's board of directors endorses the view that one of its primary functions is to protect stockholders interests by providing independent oversight of management, including the  CEO . however, the board does not believe that mandating a particular structure, such as a separate  COTB  and  CEO , is necessary to achieve effective oversight. the board of the company is currently comprised of fourteen directors, twelve of whom are independent directors under the listing standards of the nasdaq stock market. the  COTB  has no greater nor lesser vote on matters considered by the board than any other director, and the  COTB  does not vote on any related party transaction. all directors of the company, including the  COTB , are bound by fiduciary obligations, imposed by law, to serve the best interests of the stockholders. accordingly, separating the offices of  COTB  and CEO would not serve to enhance or diminish the fiduciary duties of any director of the company. to further strengthen the regular oversight of the full board, all various committees of the board are comprised of independent directors. the compensation committee of the board consists solely of independent directors. as detailed in its report and the compensation discussion and analysis appearing elsewhere in this proxy statement, the compensation committee reviews and evaluates the performance of all executive officers of the company, including the CEO and reports to the board. in addition , the audit committee, which is comprised solely of independent directors, oversees the company 217;s financial practices, regulatory compliance, accounting procedures and financial reporting functions. in the opinion of the board of directors, an independent cotb does not add any value to this already effective process. risk is inherent with every business, and how well a business manages risk can ultimately determine its success. we face a number of risks, including credit risk, interest rate risk, liquidity risk, operational risk, strategic risk and reputation risk. management is responsible for the day-to-day management of risks the company faces, while the board, as a whole and through its committees, has responsibility for the oversight of risk management. in its risk oversight role, the board of directors has the responsibility to satisfy itself that the risk management processes designed and implemented by management are adequate and functioning as designed. 0; to do this, the  COTB  meets regularly with management to discuss strategy and the risks facing the company. senior management also attends board meetings and is available to address any questions or concerns raised by the board on risk management and any other matters. ",0
1730,1378453,2013,"our board is comprised of both independent directors and managing directors, with a majority being independent directors. our independent directors are not employees of ours or of rmr, are not involved in our day to day activities and are persons who qualify as independent under our limited liability company agreement, our bylaws and applicable rules of the nyse amex and sec. our managing directors are not independent directors and have been employees of rmr or involved in our day to day activities for at least one year. our board is composed of three independent directors and two managing directors. our president and CEO is one of our managing directors, and one or more of our executive vice presidents regularly attend board meetings, as does our director of internal audit. other officers of ours may also attend board meetings as, on occasion, may officers of rmr, in each case at the invitation of our board. our audit, compensation and nominating and governance committees are comprised solely of our independent directors, and an independent director serves as chair of each such committee. these three standing committees have responsibilities related to our leadership and governance, including among other things: (i) our audit committee reviews our financial reports, oversees our accounting and financial reporting processes, selects our independent accountants, determines the compensation paid to our independent accountants, and assists our board with its oversight of our internal audit function and our compliance with legal and regulatory requirements; (ii) our compensation committee annually determines the compensation we pay to our CEO and chief financial officer, recommends to our board the compensation we pay to our other executive officers, administers our share award plan, including the making of grants of restricted share awards under the share award plan, evaluates the performance of our director of internal audit and approves the compensation we pay to him, reviews our business management and shared services agreement with rmr, or our business management agreement, evaluates rmr's performance under that agreement and the expenses, costs and compensation we pay under that agreement, approves those expenses, costs and compensation that we pay under that agreement, and determines whether that agreement will be renewed, amended, terminated or allowed to expire; and (iii) our nominating and governance committee considers nominees to serve on our board, recommends to our board nominees for election to our board, assesses our board's performance, and reviews and assesses our board leadership structure and governance guidelines and recommends to the board any changes it determines appropriate. the chairs of the audit, compensation and nominating and governance committees set the agenda for their respective committee meetings, but committee members, our managing directors or members of our management may suggest agenda items to be considered by these committees. we do not have a cotb of our board or a lead independent director. special meetings of the board may be called at any time on the written request to our secretary of a majority of the directors then in office. our managing directors, in consultation with our executive vice president, chief financial officer and treasurer, director of internal audit and executive vice president and general counsel, set the agenda for our board meetings, and any independent director may place an item on an agenda by providing notice to a managing director, our president and CEO , or our executive vice president, chief financial officer and treasurer. discussions at board meetings are led by the managing director or independent director who is most knowledgeable on a subject. our board is small, which facilitates informal discussions and communication from management to the board and among directors. our independent directors meet to consider company business without the attendance of our managing directors or our officers, and they meet separately with our officers, with our director of internal audit and with our outside accountants. in such meetings of our independent directors, the chair of the audit committee presides unless the independent directors determine otherwise. in light of the size of our board and the oversight provided by and involvement of our independent directors and board committees in the leadership of our company, our board considers that our current leadership structure and conduct combines appropriate leadership with the ability to conduct our business efficiently and with appropriate care and attention.",0
1731,1378718,2013,"board leadership structure as noted in our corporate governance guidelines, the CEO may serve as  COTB , and, accordingly, we have no policy with respect to the separation of the offices of  COTB  and  CEO . the board believes that it is important to retain its flexibility to allocate the responsibilities of the offices of the  COTB  and CEO in any way that is in the best interests of the company at a given point in time. mr. snyder currently serves as both our  COTB  and  CEO . ",0
1732,1378718,2017,"the board has concluded that mr. renehan should serve as a director based on the insights that he can provide as our  ceo , as well as through his prior experience as our executive vice president and chief commercial officer. in addition, the board believes that mr. renehan's vast commercial experience in our industry allows for him to bring strong leadership and valuable insights to the board. as noted in our corporate governance guidelines, the ceo may serve as  cotb , and, accordingly, we have no policy with respect to the separation of the offices of  cotb  and  ceo . the board believes that it is important to retain its flexibility to allocate the responsibilities of the offices of the  cotb  and ceo in any way that is in the best interests of the company at a given point in time. mr. snyder currently serves as our  cotb  and todd renehan currently serves as our  ceo .",0
1733,1378946,2010,"in november 2008, the board elected george p. carter, the company's lead director, as its independent, non- executive chairman of the board. prior to this time, the president and chief executive officer also served as chairman of the board of directors. the nonexecutive chairman and lead director must be an ""independent"" director of the company, as that term is defined pursuant to the listing requirements established by the nasdaq stock market, section 10a of the securities exchange act of 1934, and, because mr. carter occupies the same position on the board of directors of the bank, any rules or regulations promulgated by the federal deposit insurance corporation relating to the independence of directors. in his role as non- executive chairman of the board, mr. carter's responsibilities include chairing meetings of the company's board of directors; approving board agendas and meeting schedules and ensuring appropriate information flow; acting as liaison between the non- management members of the board and management; meeting periodically with the chief executive officer for informal discussion concerning major issues involving the company; and providing input to the compensation, nominating and governance committee concerning the performance of the chief executive officer. the board adopted this structure during a time of unexpected leadership transition at the company. it believed that separating the position of chief executive officer and chairman and assigning the chairman's responsibility to an independent director with long tenure as a member of the board of directors would benefit the company by providing leadership continuity to the board and management during this transition period and would provide support to the company's incoming chief executive officer as he assumed his new duties. the board believes that good corporate governance requires having an independent director assume a formal board leadership role, either as non- executive chairman and lead director or as lead director",0
1734,1378946,2012,"in november 2008, the board elected george p. carter, who at that time was serving as the company's lead director, as its independent, non-executive chairman of the board. prior to this time, the president and chief executive officer also served as chairman of the board of directors. the non-executive chairman must be an independent director of the company, as that term is defined pursuant to the listing requirements established by the nasdaq stock market, section 10a of the securities exchange act of 1934, and, because mr. carter occupies the same position on the board of directors of the bank, the rules and regulations of the federal deposit insurance corporation relating to the independence of directors. in his role as non-executive chairman of the board, mr. carter's responsibilities include chairing meetings of the company's board of directors; approving board agendas and meeting schedules and ensuring appropriate information flow; acting as liaison between the non-management members of the board and management; meeting periodically with the chief executive officer for informal discussion concerning major issues involving the company; and providing input to the compensation, nominating and governance committee concerning the performance of the chief executive officer. the board adopted this structure during a time of unexpected leadership transition at the company. it believed that separating the position of chief executive officer and chairman and assigning the chairman's responsibility to an independent director with long tenure as a member of the board of directors would benefit the company by providing leadership continuity to the board and management during this transition period and would provide support to the company's incoming chief executive officer as he assumed his new duties. the board believes that good corporate governance requires having an independent director assume a formal board leadership role, and the company's bylaws were amended in 2010 to require that the chairman of the board be an independent director. in view of this requirement, the bylaws were also amended to eliminate the position of lead director at that time.",0
1735,1378950,2013,"the class whose term of office expires at the annual meeting currently consists of two directors. however, in february 2013, ms. siminoff informed us that she does not intend to stand for re-election when her term as a class i director expires at our annual meeting. ms. siminoff's decision not to stand for re-election does not involve any disagreement with us, our management or our board of directors. we are currently conducting a director search in the exercise of due care for a new candidate as soon as practicable. this new director will not only satisfy the independence requirements under the listing requirements, but will have no material connection to our company (that is, no material financial, personal, business or other relationship that a reasonable person could conclude could potentially influence boardroom objectivity) prior to being appointed to the board. we are committed to having this new director in place as quickly as possible after the annual meeting. while the board may elect a new director to fill the vacant spot on the board, the board believes it is important for our stockholders to ratify any member of the board who the board appoints. as a result, whenever the board appoints a new member, the board will submit such new member's directorship for approval at the next regularly scheduled annual meeting of stockholders. if the stockholders elect the board member, he or she will serve the remaining term of the class of director to which he or she was elected. has been our ceo and a director since october 2007. from august 2004 to september 2007, mr. evangelist served as senior vice president and general manager of blockbuster online, a division of blockbuster inc., which he joined in 2001, where he was responsible for leading the creation, development and launch of blockbuster's online movie rental service. prior to that, from january 2001 to july 2004, mr. evangelist served as vice president of strategic planning for blockbuster inc., with responsibility for strategy development, mergers and acquisitions, marketing and capital deployment. prior to blockbuster, mr. evangelist began his career at ibm where he served from 1997 to 2001 as a business executive responsible for media and entertainment accounts. mr. evangelist currently serves on the board of one privately held company. mr. evangelist holds a b.a. degree in business administration from the university of new mexico and an m.b.a. from southern methodist university. we believe that mr. evangelist's valuable business and leadership experience, particularly in the e-commerce industry, his experience running an industry-transforming business, combined with his intimate knowledge of our financial and operational status gained in his role as our  ceo , qualifies mr. evangelist to serve as a director. ",0
1736,1378992,2013,"at present, the board of directors has chosen to combine the positions of ceo and  cotb  so that the same person serves in both roles. the board believes that at this time, the interests of the company and its stockholders are better served with one person serving in both roles and that the ceo is the person with the necessary experience and support of the other board members to carry out the role of  cotb  in an effective manner. the board is aware that in the future, there may be circumstances under which it will be appropriate to appoint an independent  cotb . therefore, the board believes it is important that the company retain the organizational flexibility to determine whether the roles of ceo and  cotb  should be separated or combined. the board believes the current structure promotes a cohesive leadership structure and a unified direction for the board and executive management, and also allows for better alignment of strategic development and execution, more effective implementation of strategic initiatives, and clearer accountability for success or failure. moreover, the board believes that having our ceo serve as  cotb  gives management a strong voice on the board.",1
1737,1380509,2010,"board leadership. john h. pelusi, the company's  CEO , john p. fowler, mark d. gibson and joe b. thornton, jr., each of whom are also transaction professionals of the operating partnerships, serve as vice chairmen of the board of directors. mr. kukral currently serves, and after the annual meeting ms. mcaneny has been elected to serve, as lead independent director. the role of lead independent director is to serve in a lead capacity to coordinate the activities of the other non-employee directors and to perform such other duties and responsibilities as the board of directors may determine. the board of directors has carefully considered its leadership structure and believes at this time that the company and its stockholders are best served by having mr. pelusi and the other employee directors serve as vice chairmen of the board of directors because of the leadership and direction this structure gives the board of directors and both the company's and the operating partnerships management. because messrs. pelusi, gibson, thornton and fowler are heavily involved in the day-to-day operations of the company and the operating partnerships, the board of directors believes that this structure promotes a more clear focus for the execution of the company's and the operating partnerships strategic initiatives and business plans. moreover, the board of directors believes that its other structural features, including a majority of independent directors, regular meetings of the non-management directors in executive session, key committees consisting wholly of independent directors and a lead independent director, provide substantial independent oversight of the company's and the operating partnerships management. however, the board of directors recognizes that depending on future   circumstances, other leadership models may become more appropriate. accordingly, the board of directors will continue to periodically review its leadership structure. committees of the board of directors. the board of directors has established three standing committees. ",0
1738,1381197,2010," the board's current leadership structure combines the positions of  cotb  and  ceo , and does not include a lead independent director. given the size and ownership structure of the company as a controlled company, as defined by nasdaq marketplace rules, we believe that the current leadership structure is suitable for our organization. ",1
1739,1382230,2011,"the business to be conducted at the annual meeting consists of the election of three directors, the ratification of the appointment of s.r. snodgrass, a.c. as our independent registered public accountants for the fiscal year ending september 30, 2013, and the consideration of an advisory, non-binding resolution with respect to the executive compensation described in the proxy statement. the board of directors has determined that the matters to be considered at the annual meeting are in the best interest of essa bancorp, inc. and its stockholders, and the board of directors unanimously recommends a vote the board of directors has determined that the matters to be considered at the annual meeting are in the best interest of essa bancorp, inc. and its stockholders, and the board of directors unanimously recommends a vote the board has determined that, except as to mr. olson, each member of the board is an independent director within the meaning of the nasdaq corporate governance listing standards and the company's corporate governance policies. mr. olson is not considered independent as he is an executive officer of the company. there were no transactions that the board of directors needed to review that are not required to be reported under - transactions with certain related persons, that would bear in the determination of the independence of the directors. ",0
1740,1383414,2010,"the 1940 act requires that at least a majority of the company's directors not be interested persons (as defined in the 1940 act) of the company. currently, four of the company's five directors are independent directors; however the  cotb  is an interested person of the company. the independent directors believe that the combined position of ceo of the company and  cotb  of the company results in greater efficiencies in managing the company by eliminating the need to transfer substantial information quickly and repeatedly between the ceo and the  cotb , and the ability to capitalize on the specialized knowledge acquired from the duties of the roles. the board of directors has not identified a lead independent director; however, it has determined that its leadership structure, in which 80% of the directors are independent directors and, as such are not affiliated with the adviser or pennantpark investment administration, llc (the administrator ),, is appropriate in light of the services that the adviser and the administrator provides to the company and the potential conflicts of interest that could arise from these relationships.",1
1741,1383414,2014,"any such sales are approved by (1) a majority of the company's independent directors and (2) a majority of the company's directors who have no financial interest in the proposal as being in the best interests of us and our stockholders; and on november 12, 2013, the board of each company unanimously approved, and is recommending that stockholders vote in favor of, this proposal to offer and sell shares of their company's common stock at prices that may be less than nav. each board concluded that the proposal is in the best interests of the relevant company and its stockholders. in doing so, each board, including the independent directors, considered and evaluated various factors, including the following, as discussed more fully below: prior to approving this proposal, the boards met to consider and evaluate material that the companies management provided on the merits of the companies possibly raising additional capital and the merits of publicly offering shares of common stock at a price below nav. the boards considered the objectives of a possible offering, the mechanics of an offering, establishing size parameters for an offering, the possible effects of dilution, common stock trading volume and other matters. the independent directors also consulted with their independent counsel to consider and evaluate and voted separately on the issues presented. ",1
1742,1383571,2013,"the positions of executive  cotb  and ceo currently are separated. the board believes that this structure best serves the company's needs at this time. the current structure reflects the significantly different services provided by mr. kestenbaum and mr. bradley. mr. kestenbaum, as the founder of the company and in view of his business experience, has special insight into the industry and the company's strategic position in the industry. he principally focuses on growth, business development and other strategic issues. further, in his position as executive  cotb , he helps maintain separate oversight of management and provides an interface between the board and management. mr. bradley, as  ceo , principally focuses on managing and directing operational matters, including in conjunction with the chief financial officer, financial and administrative matters, including periodic reporting. the board intends to periodically review and consider whether the positions of executive  cotb  and ceo should be combined or separated as part of its regular review of the effectiveness of our governance structure.",0
1743,1383729,2011,"the board of directors currently believes that our company is best served by combining the roles of  cotb  and  ceo , coupled with a lead independent director. as a founder of the company, david flynn, our  ceo , is the director most familiar with our business and industry, and most capable of effectively identifying strategic priorities and leading the discussion and execution of strategy. independent directors and management have different perspectives and roles in the development of our strategy. our independent directors bring experience, oversight and expertise from outside the company, while our ceo brings company-specific experience and expertise. our board of directors believes that the combined role of  cotb  and ceo is the best leadership structure for us at the current time as it promotes the efficient and effective development and execution of our strategy and facilitates information flow between management and our board of directors. the board of directors recognizes, however, that no single leadership model is right for all companies at all times. our corporate governance guidelines provide that the board of directors should be free to choose a  cotb  based upon the board's view of what is in the best interests of the company. accordingly, the board of directors periodically reviews its leadership structure. our board of directors is currently composed of seven members. our amended and restated certificate of incorporation and bylaws provide that the number of our directors shall be one or more members, as determined from time to time by resolution of our board of directors. our board of directors is divided into three staggered classes of directors. at each annual meeting of stockholders, a class of directors will be elected for a three-year term to succeed the class of directors whose terms are then expiring. the terms of the directors will expire upon the election and qualification of successor directors at the annual meetings of stockholders to be held during the years 2013 for the class iii directors, 2014 for the class i directors, and 2015 for the class ii directors. * * * * *",1
1744,1384195,2016,"the  cotb  is selected by the members of the board. the positions of  cotb  and ceo are separate. the board has determined that the current structure is appropriate at this time in that it enables mr. hoffman to focus on his role as ceo of the company, while enabling mr. rochford, the  cotb  of our board, to continue to provide leadership on policy at the board level. although the roles of ceo and  cotb  are currently separated, the board has not adopted a formal policy requiring such separation. the board believes that the right board leadership structure should, among other things, be informed by the needs and circumstances of the company and the then current membership of the board, and that the board should remain adaptable to shaping the leadership structure as those needs and circumstances change.",0
1745,1384905,2014,"mr. flint currently serves as both  cotb  of our board of directors and  ceo . our board of directors believes that the current board leadership structure, coupled with a strong emphasis on board independence, provides effective independent oversight of management while allowing the board and management to benefit from mr. flint's leadership and years of experience as an executive in the technology industry. serving on our board of directors and as ceo since june 2005, mr. flint is best positioned to identify strategic priorities, lead critical discussion and execute our strategy and business plans. mr. flint possesses detailed in-depth knowledge of the issues, opportunities, and challenges facing us. independent directors and management sometimes have different perspectives and roles in strategy development. our independent directors bring experience, oversight and expertise from outside of our company, while the ceo brings company specific experience and expertise. the board of directors believes that mr. flint's combined role enables strong leadership, creates clear accountability, and enhances our ability to communicate our message and strategy clearly and consistently to stockholders. ",1
1746,1385544,2012,"the leadership of our board of directors includes a  cotb , which position is currently held by our  ceo , mr. hensler, and a lead independent director, a position currently held by dr. shilling. we believe that combining the roles of  cotb  and ceo have benefited and continue to benefit our company and that the benefits of this leadership structure operate in two reciprocal directions. our board benefits from having at the  cotb  level direct knowledge of the operations of, and opportunities and challenges facing, our business on a regular and company-wide basis; and our company, operations and management benefit from the synergy and clarity of leadership and direction that results from having the ceo integrally involved in the leadership of our board. we believe further that the size of our board is appropriate relative to the size of our company and that given the size of our board and our company, our board is able to act in an efficient manner by combining the roles of  cotb  and  ceo . we believe that this board leadership structure is complemented and further enhanced by our lead independent director, dr. shilling. as lead independent director, dr. shilling is and has been able to spend additional time with management outside the time and logistical limits of formal board meetings to thoroughly probe and ask more detailed and technical questions regarding the operations, finances and other aspects of our business. in this regard, dr. shilling acts as an active liaison and point of contact between management and the other independent members of our board, who are able to funnel questions and follow-up responses through dr. shilling and to rely on him to seek well-deliberated answers between formal board meetings. this permits additional follow-up from and fully-developed exchanges with management that are difficult to replicate fully in the context and constraints of formal board meetings. this in turn helps management prepare and present to our board relevant, accurate and thoroughly vetted data and reports, which further enables our board to efficiently receive the information it needs to oversee our company and to make decisions. our board leadership structure is an important component of the integral role our board plays in overseeing our risk management process. for example, dr. shilling's role as lead independent director, described above, assists the board in seeking answers to questions and concerns that the board has regarding our risk management processes and helps ensure that such answers are thoroughly explored and discussed with management. specific risk management matters that our board considers and reviews include: periodic renewals of insurance policies; zinc put options and other hedging practices, the amounts for which are authorized at the board level; regular reviews of our credit, liquidity and other operational needs and resources; and analysis of our leadership structure. specific matters recently reviewed by our board include our hedge arrangements, analysis of any potential refinancing needs and alternatives, including but not limited to our recent convertible notes offering, our revolving credit facility, and our acquisition of zochem inc., which related in part to our risk management processes as the acquisition permits us to diversify our operations. furthermore, as described below, the audit committee of our board plays an important role in overseeing our risk management process with respect to audits and related matters, related party transactions and policies relating to risk assessment and risk management.",1
1747,1386858,2014,"the board of directors of hyperion therapeutics, inc. has determined that an affirmative vote on each matter that calls for an affirmative vote is in the best interest of hyperion therapeutics, inc. and its stockholders and unanimously recommends a vote for all such matters considered at the annual meeting. although our amended and restated bylaws do not require that our  cotb  and ceo positions be separate, our board believes that having separate positions is the appropriate leadership structure for we revised our corporate governance guidelines in april 2014 to provide that directors who are  ceo s of public companies should not serve on more than three public company boards at a time (including service on our board), and other directors should not serve on more than six public company boards (including service on our board). from the date of adoption of these revised guidelines, board members must notify the chairperson and the general counsel before accepting an invitation to serve on the board of directors of another public company. the board may make exceptions to these general standards if the board believes it to be in the interest of the company and its stockholders and determines that such simultaneous service will not impair the ability of the director to serve effectively on our board. in any case, each board member is expected to ensure that other existing and planned future commitments do not interfere with service as a director on our board and do not pose an actual or potential conflict of interest. a copy of our corporate governance guidelines is available on our website at ",0
1748,1388195,2011,"the company's board is comprised of nine directors, eight of whom are considered independent. our  ceo , gregory s. weishar, is our only employee-director. outside director geoffrey g. meyers serves as  cotb . the board delegates certain duties as described above to its audit, nominating and corporate governance, and compensation committees. the chairmen of these committees, respectively are independent directors robert a. oakley, frank e. collins and daniel n. mendelson. we separate the roles of ceo and  cotb  in recognition of the differences between the two roles. the ceo is responsible for setting the strategic direction for the company and the day to day leadership and performance of the company, while the  cotb  is responsible for leading the board in the execution of its fiduciary duties. the  cotb  presides over meetings of the full board. mr. mendelson has decided not to stand for re-election to the board. effective as of the annual meeting, the board has fixed the number of directors at eight. following the annual meeting, the board will determine the composition of the board committees. the full board is responsible for the company's risk oversight process. the board delegates to appropriate committees the oversight of particular subject areas of risk that are under the purview of those committees. for example, financial risk is overseen by the audit committee, while utilizing compensation strategies addressing section 162(m) of the internal revenue code is within the purview of the compensation committee. strategic risks are overseen by the full board. the board (or appropriate committee) receives regular reports from senior management on areas of material risk to the company, including operational, financial, legal and regulatory compliance, and strategic risk. the  cotb  of each committee reports to the full board during the committee reports portion of the next board meeting each of the material matters considered by the committee. this reporting process enables the board and its committees to coordinate the risk oversight role, particularly with respect to risk interrelationships. as part of the board's risk oversight responsibilities it has established an enterprise risk management program, which at the management level, is overseen by the chief financial officer. enterprise risks are identified and prioritized by management and the board and a mitigation plan is developed. management regularly reports on risk mitigation to the relevant committee or the board. additional review or reporting on enterprise risks is conducted as needed or as requested by the board or committee. the enterprise risk management program as a whole is reviewed at an annual board strategy session. ",0
1749,1388430,2014,"mr. ogawa serves as the  cotb  and mr. garcia serves as both our ceo and as a director. we believe that having a separate  cotb  and ceo is appropriate given the current characteristics of our management. mr. ogawa, as founder and previous  ceo , is intimately familiar with our business and industry, and most capable of effectively identifying strategic priorities, leading board of directors discussions and defining our strategic objectives. mr. garcia, as the  ceo , is the individual selected by the board of directors to manage us on a day-to-day basis, and his direct involvement in our operations allows him to provide valuable insights with respect to strategic planning and the operational requirements to meet our short- and long-term objectives. our independent directors bring experience, oversight and expertise from outside the company and industry. our board of directors has the authority to appoint committees to perform certain management and administrative functions. our board of directors has the following three standing committees: (1) audit, (2) compensation, and (3) nominating and corporate governance. the membership and the function of each of the committees are described below. each of the committees operates under a written charter adopted by the board of directors, each of which are available in the documents & charters portion of the investor relations section of our website at",0
1750,1389002,2014,"our corporate governance guidelines provide that our board of directors shall be free to choose its  cotb  in any way that it considers in the best interests of our company, and that the nominating and corporate governance committee shall periodically consider the leadership structure of our board of directors and make such recommendations related thereto to the board of directors with respect thereto as the nominating and corporate governance committee deems appropriate. our corporate governance guidelines also provide that, when the positions of  cotb  and ceo are held by the same person, the independent directors shall designate a lead independent director. in cases in which the  cotb  and ceo are the same person, the  cotb  schedules and sets the agenda for meetings of the board of directors, and the  cotb , or if the  cotb  is not present, the lead independent director chairs such meetings. the responsibilities of the  cotb  or, if the  cotb  and the ceo are the same person, the lead independent director include: presiding at executive sessions; serving as a liaison between the  cotb  and the independent directors, and being available, under appropriate circumstances, for consultation and direct communication with stockholders. our board of directors believes that our stockholders and we currently are best served by having christopher lien, our  ceo , serve as  cotb , and bruce w. dunlevie as lead independent director. our board of directors believes that the current board leadership structure, coupled with a strong emphasis on board independence, provides effective independent oversight of management while allowing the board and management to benefit from mr. lien's extensive executive leadership and operational experience, including familiarity with our business as a co-founder and  ceo . independent directors and management sometimes have different perspectives and roles in strategy development. our independent directors bring experience, oversight and expertise from outside of our company, while the ceo brings company-specific experience and expertise. our board of directors believes that mr. lien's combined role enables strong leadership, creates clear accountability, and enhances our ability to communicate our message and strategy clearly and consistently to stockholders. our board of directors believes that its independence and oversight of management is maintained effectively through this leadership structure, the composition of the board of directors and sound corporate governance policies and practices. ",1
1751,1389050,2013,"we separate the roles of  cotb  and  ceo . we believe this structure is currently in the best interests of our stockholders because by separating these positions: our ceo can focus on the day-to-day operations and management of our business, and the  cotb  can lead the board in its fundamental role of providing advice to and oversight of management. the board recognizes the time, effort and energy that our ceo is required to devote to his position, as well as the commitment required to serve as our  cotb . the board believes this structure is appropriate for the company because of the size and composition of the board, the scope and complexity of our operations and the responsibilities of the board and management. the board has adopted procedures for the timely and efficient transfer of our  ceo 's responsibilities in the event of an emergency or his sudden incapacitation or departure. mr. hall served as  cotb  during 2012 and presided over the regular sessions of the board and the executive sessions of the board, held at every regularly scheduled board meeting. the board met in an executive session of independent directors five times during 2012. our board has appointed mr. sotir as executive  cotb , effective april 30, 2013. because mr. sotir is not independent, the board has appointed mr. hall as vice  cotb  and lead independent director, also effective april 30, 2013. in his capacity as lead independent director, mr. hall will preside over the executive sessions of independent directors and over board meetings when the  cotb  is not in attendance.",0
1752,1389072,2012,"as reflected in our corporate governance guidelines, the board does not have nor does it believe it should have a fixed policy regarding the separation of the  cotb  role and the ceo role. the board believes that having a fixed policy would limit its flexibility in evaluating the leadership structure that it considers appropriate for our company and considering individuals who would be available to serve in these roles at a particular point in time. nevertheless, we currently have mr. godshall serving as ceo and mr. larkin serving as  cotb . we believe this leadership structure is presently the most appropriate structure for us, especially in this critical time as we continue to transition from a development stage company to a revenue generating enterprise. as  ceo , mr. godshall is responsible for setting the strategic direction of the company after consultation with the board and the day-to-day leadership and performance of the company, while our  cotb , mr. larkin, an independent director, provides guidance to the  ceo , and acts as a liaison between the ceo and the independent directors. ",0
1753,1389170,2016,"mr. whalen has served as executive  cotb  of the company's board of directors since january 1, 2015 and as a director of the company since its formation on october 27, 2005. mr. perkins has served as ceo and as a director of the company since january 1, 2012. mr. whalen previously served as the executive  cotb  of the company's board of directors between october 25, 2010 and december 31, 2011. our bylaws allow the same individual to hold the position of ceo and  cotb . to ensure a strong and independent board, all directors of the company, other than messrs. joyce, perkins, whalen and heim, are independent. the board of directors regularly meets in executive session without the presence of the ceo or other members of management. mr. crisp is chair of meetings of the non-management directors. in his capacity as chair of the meetings of non-management directors, mr. crisp provides, in conjunction with the executive  cotb  and the ceo , leadership and guidance to the board of directors. he also (i) establishes the agenda for each meeting of the non-management directors and (ii) provides the board's guidance and feedback to the executive  cotb , the ceo and the company's management team. all directors are encouraged to suggest the inclusion of agenda items or revisions to meeting materials, and any director is free to raise at any board meeting items that are not on the agenda for that meeting. given the strong leadership of the company's executive  cotb  and the ceo , the effective counterbalancing role of the chair of the non-management directors and a board comprised of strong and independent directors, the board believes that, at the present time, the current structure of the board best serves the interests of the company and its stockholders.",0
1754,1390777,2010,"the board has reviewed our company's current board leadership structure - which consists of a combined chairman and chief executive officer with an independent lead director - in light of the composition of the board, the company's size, the nature of the company's business, the regulatory framework under which the company operates, the company's stockholder base, the company's peer group and other relevant factors, and has determined that a combined chairman and chief executive officer position, with an independent lead director, is currently the most appropriate board leadership structure for our company. the board noted the following factors in reaching its determination: the board acts efficiently and effectively under its current structure, where the chief executive officer also acts as chairman with a strong independent lead director. a combined chairman/chief executive officer is in the best position to be aware of major issues facing the company on a day- to- day and long- term basis, and is in the best position to identify key risks and developments facing the company to be brought to the board's attention (in consultation with the lead director as part of the agenda- setting process). a combined chairman/chief executive officer position eliminates the potential for confusion and duplication of efforts, including among employees. a combined chairman/chief executive officer position eliminates the potential for confusion as to who leads the company, providing the company with a single public ""face"" in dealing with stockholders, employees, regulators, analysts and other constituencies. the lead director serves as an effective counterbalance to factors commonly cited as reasons to separate the chairman and chief executive officer positions, such as concerns that the chairman/chief executive officer will control the board agenda or dominate board meetings. in this regard, the board noted the following: the lead director consults with and provides input to the chairman/chief executive officer on the agenda for board meetings. the lead director consults regularly with the chairman/chief executive officer with respect to whether the directors receive appropriate information and there is sufficient time for discussion at board meetings. the lead director regularly discusses with the chairman/chief executive officer the topics and quality of presentations to the board. the lead director presides at executive sessions of independent directors, which are held at each regular board meeting, and serves as liaison between the other independent directors and the chairman/chief executive officer. the lead director can call meetings of the independent directors in his discretion. the lead director is available to meet with major stockholders and regulators under appropriate circumstances. in conjunction with the  cotb  of the human resources and compensation committee, the lead director discusses with the chairman/chief executive officer the board's annual evaluation of his performance as chief executive officer. the lead director serves as a point of contact for other independent directors of our company in addition to the chairman/chief executive officer, providing independent directors with an effective means to raise matters they may not be comfortable raising with the chairman/chief executive officer. the powers of the chairman under our by- laws are limited - other than chairing meetings of the board and stockholders, the powers conferred on the chairman (e.g., ability to call special meetings of stockholders or the board) can be exercised by the board or a specified number of directors or, in some cases, the lead director, or are administrative in nature (e.g., authority to execute documents on behalf of the company). the lead director chairs any meeting of the board or stockholders at which the chairman is absent. a substantial majority of the company's peer group utilizes a board structure with a combined chairman and chief executive officer, with the majority of these companies also having a lead or presiding director.",1
1755,1390777,2012,"the board has reviewed the company's current board leadership structure which consists of a combined chairman and chief executive officer with an independent lead director in light of the composition of the board, the company's size, the nature of the company's business, the regulatory framework under which the company operates, the company's stockholder base, the company's peer group and other relevant factors, and has determined that a combined chairman and chief executive officer position, with an independent lead director, is currently the most appropriate board leadership structure for the company. the board noted the following factors in reaching its determination: the board acts efficiently and effectively under its current structure, where the chief executive officer also acts as chairman with a strong independent lead director. a combined chairman/chief executive officer is in the best position to be aware of major issues facing the company on a day-to-day and long-term basis, and is in the best position to identify key risks and developments facing the company to be brought to the board's attention (in consultation with the lead director as part of the agenda-setting process). a combined chairman/chief executive officer position eliminates the potential for confusion and duplication of efforts, including among employees. a combined chairman/chief executive officer position eliminates the potential for uncertainty as to who leads the company, providing the company with a single public face in dealing with stockholders, employees, regulators, analysts and other constituencies. the lead director serves as an effective counterbalance to factors commonly cited as reasons to separate the chairman and chief executive officer positions, such as concerns that the chairman/chief executive officer will control the board agenda or dominate board meetings. in this regard, the board noted the following in its review: the lead director consults with and provides input to the chairman/chief executive officer on the agenda for board meetings. the lead director consults regularly with the chairman/chief executive officer with respect to whether the directors receive appropriate information and there is sufficient time for discussion at board meetings. the lead director regularly discusses with the chairman/chief executive officer the topics and quality of presentations to the board. the lead director presides at executive sessions of independent directors, which are held at each regular board meeting, and serves as liaison between the other independent directors and the chairman/chief executive officer. the lead director can call meetings of the independent directors in his discretion. the lead director is available to meet with major stockholders and regulators under appropriate circumstances. in conjunction with the  cotb  of the hrc committee, the lead director discusses with the chairman/chief executive officer the board's annual evaluation of his performance as chief executive officer. the lead director serves as a point of contact for other independent directors of the company in addition to the chairman/chief executive officer, providing independent directors with an effective means to raise matters they may not be comfortable raising with the chairman/chief executive officer. the powers of the chairman under our by-laws are limited other than chairing meetings of the board and stockholders, the powers conferred on the chairman (e.g., ability to call special meetings of stockholders or the board) can be exercised by the board or a specified number of directors or, in some cases, the lead director, or are administrative in nature (e.g., authority to execute documents on behalf of the company). the lead director chairs any meeting of the board or stockholders at which the chairman is absent. a substantial majority of the company's peer group utilizes a board structure with a combined chairman and chief executive officer, with the majority of these companies also having a lead or presiding director. ",1
1756,1390844,2011,"from august 2007 through may 2009, the positions of  cotb  and ceo were held by separate people, due in part to the fact that the company was a newly independent stand-alone public company, no longer part of trane, and also due to the fact that the board was newly constituted and, in large part, unfamiliar with the  ceo . based in part on the strong governance structure laid down by our then non-executive  cotb , the board's increasing familiarity and comfort with the ceo and in recognition of the potential efficiencies of having the ceo also serve in the role of  cotb , the board decided to revise its structure. on march 18, 2009, our board of directors unanimously approved a proposal to combine the  cotb  and ceo roles and appointed jacques esculier as  cotb , effective immediately after our 2009 annual meeting of shareholders. in connection with this appointment, our board of directors created the position of lead director and unanimously approved a proposal to appoint james hardymon, who was formerly our non-executive  cotb , to such position effective as of the same date. as the  cotb , mr. esculier provides leadership to the board and works with the board to define its structure and activities in fulfillment of its responsibilities. as the lead director, mr. hardymon's duties include presiding at all meetings of the company's non-management directors and, in consultation with the  cotb , developing the agendas for the board meetings and determining the appropriate scheduling for board meetings. mr. hardymon also acts as a liaison between the company's  cotb  and the company's non-management directors and assists the company's independent directors in discharging their duties to the company and its shareholders. a more detailed description of the role of our lead director is included in our corporate governance guidelines.",1
1757,1391127,2014,"the board recognizes that effective board leadership structure can be dependent on the experience, skills and personal interaction between persons in leadership roles as well as the needs of limelight at any point in time. our corporate governance guidelines support flexibility in the structure of the board by not requiring the separation of the roles of  cotb  and  ceo . prior to january 2013, the positions of  cotb  and ceo were held by the same person. in february 2013, the board appointed walter d. amaral as its non-executive  cotb . the board believes that its current leadership structure, with mr. lento serving as president and  ceo , and mr. amaral serving as non-executive  cotb , is appropriate for the company at this time. furthermore, currently, five of the seven board positions are held by very strong and sophisticated independent directors and investors with substantial business experience and expertise who collectively own a significant portion of the company's outstanding shares. two of the board positions are occupied by representatives of institutional shareholders holding collectively approximately 38% of the company's capital stock.",1
1758,1391390,2013,"these severance agreements help to ensure we will have the benefit of our named executive officers' services without distraction in the face of future potential changes. our board of directors believes the agreements are in our best interest and the best interest of our shareholders.since our inception, the guidelines have provided that our ceo may not serve concurrently as the chair of our board of directors. accordingly, we separate our board chair and ceo positions. mr. albert, a nonemployee director, serves as our independent board chair, and mr. toeldte serves as our  ceo . we believe separating the roles of board chair and ceo improves the board's oversight of our management and risk. ",0
1759,1391636,2015,"the names of the proposed director nominees and each continuing member of the board of directors, their respective ages, their positions with cyan and other biographical information as of march 31, 2014, are set forth below. there are no family relationships among any of our directors or executive officers. our board of directors currently believes that our company is best served by combining the roles of a  cotb  and  ceo . mr. floyd, our  ceo , in addition to mr. hatfield, our president and founder, are the directors most familiar with our business and industry, and are most capable of effectively identifying strategic priorities and leading the discussion and execution of strategy. independent directors and management have different perspectives and roles in strategy development. our independent directors bring experience, oversight and expertise from outside the industry, while our ceo brings company-specific experience and expertise. our board of directors believes that the combined role of  cotb  and ceo is the best leadership structure for us at the current time because it promotes the efficient and effective development and execution of our strategy and facilitates information flow between management and our board of directors, which are essential to effective governance.",1
1760,1392380,2015,"the board believes that its current independent board structure is best for our company and provides good corporate governance and accountability. the board does not have a fixed policy regarding the separation of the roles of the  cotb  and the ceo because it believes the board should be able to freely select the  cotb  based on criteria that it deems to be in the best interests of the company and its stockholders. the functions of the board are carried out by the full board, and when delegated, by the board committees. each director is a full and equal participant in the major strategic and policy decisions of our company. mr. shai weiss is the  cotb  of our board and dr. patrick gruber is our  ceo . mr. weiss was originally elected to the board in 2007 as the designee of virgin green fund pursuant to the terms of our certificate of incorporation, as in effect at that time, and was subsequently elected to the board by our stockholders at the 2013 annual meeting of stockholders. the board believes that the current structure of a separate  cotb  and ceo is the optimum structure for the company at this time.",0
1761,1392522,2012,"board leadership and role in risk oversight mr. beyer serves as both our CEO and  COTB . the board has a non-management director designated as the lead director, mr. watts, who is responsible for coordinating the activities of the other non-management directors and who performs various other duties. historically, as a private company, our shareholders agreed to a combined CEO and  COTB  position which has benefited the company and its shareholders by providing efficient and effective board governance. in connection with our initial public offering in may 2011, the board added the lead director position through the adoption of our corporate governance guidelines to provide a board leadership role for a non-management director. the general roles and responsibilities of the lead director include, among other things, assisting the  COTB  in developing agendas and appropriate schedules for board meetings, developing the agenda for, and acting as chair of, executive sessions of the board's non-management directors, and serving as an independent point of contact for shareholders who wish to communicate with the board other than through the  COTB . the board has determined that, at this time, this leadership structure results in the most efficient and effective operation of the board and is in the best interest of the company's shareholders. our management is directly responsible for executing the company's risk management processes. our board is responsible for overseeing these risk management processes. in exercising its oversight, the board and, as appropriate, the relevant board committee, assesses the material risks facing the company and evaluates management's plans for managing material risk exposures. our board performs this oversight function through periodic reports from management and board committees. while our board generally has ultimate oversight responsibility of the company's risk management processes, it has delegated to its committees the responsibility to oversee risk management processes associated with their respective areas of responsibility and expertise. for example, the audit and legal committee has oversight responsibility for the company's internal audit function, compliance with the company's code of business conduct and ethics, internal controls and financial reporting practices, litigation, and compliance processes. the compensation and leadership committee has oversight responsibility for the company's executive talent management and succession planning and risks related to the company's compensation policies and practices. the nominating and corporate governance committee has oversight responsibility for the company's compliance with its corporate governance principles and leadership succession planning. the finance committee has oversight responsibility for the company's treasury and financial risk management policies, capital structuring and other financial transactions. the board receives regular reports from each committee chair regarding the committee's considerations and actions. the board also receives regular updates from management on the company's business operations, financial results and strategy and, as appropriate, discusses and provides feedback with respect to risks related to these topics. annually, the board holds strategic planning sessions with senior management to discuss strategies, key challenges, and risks and opportunities for our business. the board's leadership structure is consistent with the board and its committees roles in risk oversight. having management report its risk management processes to the committee with relevant responsibility and expertise ensures that the directors with the most relevant expertise analyze and oversee the applicable risk management process. ",0
1762,1392972,2010," the board of directors has determined that combining the ceo and  cotb  positions is the appropriate leadership structure for pros holdings, inc. at this time. the board of directors believes that combining the ceo and  cotb  roles fosters clear accountability, effective decision-making and alignment on corporate strategy. the board of directors believes this leadership structure is particularly appropriate for the company at this time given the  ceo 's continuity of service with the company since 1999. nevertheless, the board of directors believes the decision of whether to combine or separate the positions of ceo and  cotb  will vary company to company and depend upon a company's particular circumstances at a given point in time. accordingly, the board of directors intends to carefully consider from time to time whether the ceo and  cotb  positions should be combined based on what the board of directors believes is best for the company and its stockholders. the board of directors believes that an effective leadership structure could be achieved either by combining or separating the ceo and  cotb  positions, if the structure encourages the free and open dialogue of competing views and provides for strong checks and balances. specifically, an effective governance structure must balance the powers of the ceo and the independent directors and ensure that the independent directors are fully informed, able to discuss and debate the issues that they deem important, and able to provide effective oversight of management. the board of directors believes that the lead independent director position will balance the need for effective and independent oversight of management with the need for strong, unified leadership. the board of directors believes that this structure is in the best interest of pros holdings, inc. as it will allow for a balance between the ceo and  cotb  and the independent directors and will provide an environment in which its independent directors are fully informed, have significant input into the content of board of directors meeting agendas and are able to provide objective and thoughtful oversight of management. ",1
1763,1393311,2010,"as of the date of this proxy statement, our board has thirteen trustees. as discussed below, nine of our trustees are independent in accordance with the rules of the new york stock exchange and the company's corporate governance guidelines. we have separate individuals serving as chairman of the board and as chief executive officer. b. wayne hughes, founder of our company, has served as chairman of the board since 1991. the hughes family collectively, including mr. hughes, is our largest shareholder. mr. hughes' role as chairman facilitates his ongoing involvement with the business he helped found, and his in- depth knowledge of the self- storage business and the company benefits the board. mr. havner serves as chief executive officer and is responsible for the management and growth of the business. although we do not have a policy against one individual holding the position of chairman and chief executive officer, we believe the current arrangement works well in our present circumstances as it enables us to facilitate the involvement of our founder and largest shareholder group in board decisions while our ceo provides the perspective of current management to the board. the board also has established a position of independent presiding trustee to provide for a leadership role on the board. the independent trustee presides at meetings of all non- management trustees in executive session without the presence of management. these meetings are held on a regular basis, generally following each regularly scheduled board meeting and at the request of any non- management trustee. in addition, the independent trustees meet separately at least once annually. the sessions are designed to encourage open board discussion of any matter of interest without the ceo or any other members of management present. the sessions are chaired by the independent presiding trustee. during 2009 and until the 2010 annual meeting, john t. evans has been selected to serve as the presiding trustee for the executive sessions of the non- management trustees and the independent trustees. following the 2010 annual meeting, a successor presiding trustee will be selected at the may 2010 board meeting to serve for a two- year term until the 2012 annual meeting",0
1764,1393311,2011,"the board does not have a policy as to whether the roles of  cotb  and ceo should be combined or separated. rather, the board believes that public storage shareholders are best served by the board having flexibility to consider the relevant facts and circumstances when the  cotb  is elected so that the board leadership structure best reflects the needs of the company at that time and best facilitates board performance. we currently have separate individuals serving as chairman of the board and as chief executive officer. b. wayne hughes, founder of our company, has served as chairman of the board since 1991. the hughes family collectively, including mr. hughes, is our largest shareholder. mr. hughes role as chairman facilitates his ongoing involvement with the business he helped found, and his in-depth knowledge of the self-storage business and the company benefits the board. mr. havner serves as vice chairman, chief executive officer and president and is primarily responsible for the management and growth of the business. the board believes the current arrangement is appropriate for the company as it enables us to facilitate the involvement of our founder and largest shareholder group in board decisions while our ceo provides, among other things, the perspective of current management to the board. in addition, the board has established a position of independent presiding trustee to provide for an independent leadership role on the board. the independent trustee presides at meetings of all non-management trustees in executive session without the presence of management. these meetings are held on a regular basis, generally following each regularly scheduled board meeting and at the request of any non-management trustee, with at least one meeting of only independent trustees held annually. the sessions are designed to encourage open board discussion of any matter of interest without the ceo or any other members of management present. the independent presiding trustee is selected by the independent trustees for a two-year term. gary e. pruitt is the current independent presiding trustee. he was selected in 2010 to serve until the 2012 annual meeting. ",0
1765,1393612,2011,"the board currently combines the positions of ceo and chairman, coupled with a lead independent director. the board has designated lawrence a. weinbach, who is chairman of the nominating and governance committee, as the lead director. the lead director: presides at all meetings of the board at which the chairman is not present, and has the authority to call, and will lead, non-employee director sessions and independent director sessions; helps facilitate communication between the chairman/ceo and the independent directors; advises the chairman of the board's informational needs; approves board meeting agenda items and the schedule of board meetings; and may request inclusion of additional agenda items for board meetings. the board believes that the combined position of ceo and chairman enhances the effectiveness of the board and, therefore, that the current board leadership structure is optimal for the company. because of his position as ceo, mr. nelms is the director most familiar with discover's business and industry and best positioned to set and execute the company's strategic priorities. mr. nelms leadership, driven by his deep business and financial services expertise, enhances the board's ability to exercise its responsibilities. in addition, this model provides enhanced efficiency, effective decision-making and clear accountability. the lead independent director further strengthens the board's independence and autonomous oversight of our business as well as board communication and effectiveness. the board evaluates this structure periodically, including the appointment of the lead independent director. ",1
1766,1393612,2015,"the board believes that the combined position of ceo and  cotb  enhances the effectiveness of the board and, therefore, that the current board leadership structure is most appropriate for the company. because of his position as  ceo , mr. nelms is the director most familiar with discover's business and industry and best positioned to set and execute the company's strategic priorities. mr. nelms leadership, driven by his deep business and financial services expertise, enhances the board's ability to exercise its responsibilities. in addition, this model provides enhanced efficiency, effective decision-making and clear accountability. the lead director further strengthens the board's independence and autonomous oversight of our business as well as board communication and effectiveness. the board evaluates its leadership structure periodically, including the appointment of the lead director. as noted above, the board believes that its leadership structure is appropriate for the company. the board believes that its leadership structure consisting of the combination of the combined ceo and  cotb , the lead director and the roles of the board and its committees, provide the appropriate leadership to help ensure effective risk oversight. ",1
1767,1393726,2014,"our board of directors is led by michael g. barnes, the  cotb  of our board of directors, and our executive  cotb , and geoffrey n. kauffman, the vice  cotb  of our board of directors and our executive vice  cotb . because the  cotb  and vice  cotb  are not independent, the board of directors appointed mr. houlihan to serve as the company's lead director and provide the following services to the company: preside at executive sessions of the independent directors and preside at meetings of the board of directors when neither the  cotb  nor the vice  cotb  is present. to help ensure that the board of directors carries out its oversight responsibilities, our corporate governance guidelines require the board of directors as a whole to maintain independence from management. pursuant to the corporate governance guidelines, a majority of the board of directors must be independent. as of the date hereof, four of our current six directors have been determined to be independent.",0
1768,1393883,2011,"mr. melland serves as both our ceo and the  cotb  of our board of directors. we believe that combining the role of  cotb  and ceo is appropriate for our company because mr. melland is most familiar with our business strategy and our industry. we also believe that the combined role of  cotb  and ceo facilitates the flow of information between the board and management and helps promote effective corporate governance. we also have independent board members that bring experience, oversight and expertise from outside the company and our industry, as well as board members affiliated with our principal stockholders who bring extensive knowledge and experience from managing portfolio companies both within and outside our industry. the board meets as necessary in executive sessions of the non-management directors. at any such executive session, the non-management directors take turns serving as the presiding director as provided in the company's corporate governance guidelines. ",1
1769,1394156,2012,"our board is led by t. michael ansley, our  cotb , president and  ceo . the decision as to who should serve as  cotb , and who should serve as  ceo , and whether those offices should be combined or separate, is properly the responsibility of our board. the members of our board possess considerable experience and unique knowledge of the challenges and opportunities we face and are in the best position to evaluate our needs and how best to organize the capabilities of directors and senior officers to meet those needs. the board believes that the most effective leadership structure for us, at this time, is for mr. ansley to serve as both  cotb  and  ceo . mr. ansley was our founding president and ceo and has been our  cotb  and ceo since our inception. as such, the board believes that he is uniquely qualified through his experience and expertise to be the person who generally sets the agenda for, and leads discussions of, strategic issues for our board. mr. ansley was one of the key individuals behind our formation and his leadership was instrumental in the drafting and implementation of our strategic plan, as well as our mission and vision statements. mr. ansley's leadership, in both his  cotb  and ceo roles, continues to ensure that we remain dedicated to and focused on our mission. our board believes that his dedication and focus is particularly important to ensure that we continue to differentiate ourselves from our competition, keeping us well poised for future market expansion. our board believes that we and our stockholders can be best served by leaving these roles combined. our bylaws authorize our board to establish an executive committee that may act on behalf of the board in all matters except the declaration of dividends or undertaking major change transactions such as a merger or sale of substantially all of the assets of the company. however, at this time, our board has not designated an executive committee. instead, our board accomplishes most of its corporate governance role, including new director and succession planning, either acting as an entire board or, as appropriate, through its audit committee and compensation committee, which are chartered to undertake significant activities as described above. the board does not have a lead independent director and does not believe that designating a lead independent director would be necessary or helpful at this time.",1
1770,1394954,2011,"matthew e. massengill has served as  cotb  of our board of directors since november 2010, when he replaced mr. j. bradford forth who resigned as a director and  cotb  of our board at that time. including mr. massengill, our board has seven independent directors. thomas gutierrez, who has served as our president and  ceo , is also a member of our board of directors. mr. gutierrez has served in these positions since october 2009. we believe that our current leadership structure has been effective for our company. we believe that having different individuals serve as ceo and  cotb  and having independent chairs for each of our board committees provides an effective form of leadership for gtat. our president and ceo is responsible for managing the company and, based on feedback we have received, we believe he is seen by our customers, business partners, investors and other stakeholders as providing strong leadership for the company. the  cotb , in comparison, provides leadership on corporate governance and matters relating to board deliberations. each of the committee chairs performs a similar leadership role with regard to each committee. our board has three standing independent committees with separate chairs the audit committee, compensation committee, and nominating and corporate governance committee. our corporate governance guidelines provide that our non-management directors will meet in executive session regularly, and after each executive session a designated director will update the ceo on the key items discussed. these guidelines further provide that directors participating in the executive sessions may make recommendations for consideration by the full board.",0
1771,1396009,2011,"our board believes that there are a number of advantages to consolidating the positions of chairman and ceo, including the following: mr. james, with over 19 years experience with our company, including 15 years of experience as ceo, has led the company through various economic cycles, has the knowledge, expertise and experience to understand the opportunities and challenges facing our company and is most capable of identifying strategic priorities and opportunities. he also has the leadership and management skills to promote and execute our values and strategy, particularly given the economic environment; consolidating the positions allows mr. james to lead board discussions regarding our business and strategy, and provides decisive and effective leadership for our company eliminating the potential for confusion; combining the positions creates a firm link between management and the board that promotes the development and implementation of our corporate strategy; and consolidating the positions allows timely communication with our board on critical business matters. based on these advantages and the factors listed below, our board has determined that this leadership structure is optimal for our company at this time. ",1
1772,1396279,2015,"our corporate governance guidelines and by-laws allow the board to separate the roles of  cotb  and  ceo . currently, the board believes that the separation of the  cotb  and ceo positions is the most appropriate structure for the company. by having a separate  cotb  and  ceo , the board believes that the ceo may devote more of his attention to managing the operations of the company while the  cotb  assumes the responsibility of providing leadership within the board. our  cotb  provides guidance to our ceo and other executive officers and focuses on board oversight responsibilities and strategic planning. having the ceo serve on the board of directors ensures that the board contains the individual most familiar with the company's business and industry and most effective at identifying strategic priorities and implementation of the company's strategy, while also retaining an independent leader. the board believes that the structure of its leadership may vary from time to time, depending on the circumstances of the company and its succession planning. therefore, in the future the board will consider whether to maintain the separation of the roles of  cotb  and  ceo .",0
1773,1396814,2012,"the positions of our  cotb  and ceo are separated. separating these positions allows our ceo to focus on our day-to-day business, while allowing the  cotb  to lead the board of directors in its fundamental role of providing advice to and independent oversight of management. our board of directors recognizes the time, effort and energy that the ceo must devote to his position, as well as the commitment required to serve as our  cotb , particularly as the board of directors oversight responsibilities continue to grow. our board of directors also believes that this structure ensures a greater role for the independent directors in the oversight of our company and active participation of the independent directors in setting agendas and establishing priorities and procedures for the work of our board of directors. this leadership structure also is preferred by a significant number of our stockholders. our board of directors believes its administration of its risk oversight function has not affected its leadership structure. although our amended and restated bylaws do not require our  cotb  and ceo positions to be separate, our board of directors believes that having separate positions is the appropriate leadership structure for us at this time and demonstrates our commitment to good corporate governance. risk is inherent with every business and how well a business manages risk can ultimately determine its success. we face a number of risks, including those described under risk factors in our annual report on form 10-k for the year ended december 31, 2012. our board of directors is actively involved in oversight of risks that could affect us. this oversight is conducted primarily by our full board of directors, which has responsibility for general oversight of risks. our board of directors satisfies this responsibility through full reports by each committee chair regarding the committee's considerations and actions, as well as through regular reports directly from officers responsible for oversight of particular risks within our company. our audit committee oversees risk management activities related to financial controls and legal and compliance risks. our organization and compensation committee oversees risk management activities relating to our compensation policies and practices. our nominating and corporate governance committee oversees risk management activities relating to board composition and management succession planning. in addition, members of our senior management team attend our quarterly board meetings and are available to address any questions or concerns raised by the board on risk-management and any other matters. our board of directors believes that full and open communication between management and the board of directors is essential for effective risk management and oversight.",0
1774,1396838,2010," our corporate governance guidelines require our board to select its  cotb  and our ceo in any way that it considers to be in our best interests. our board believes that an effective leadership structure can be achieved either by combining or separating the  cotb  and ceo positions as long as the structure encourages the free and open dialogue of competing views and provides for strong oversight of management. our board further believes that the decision of whether to combine or separate these positions depends upon our particular circumstances at a given point in time. accordingly, our board has no policy with respect to separating the offices of  cotb  and  ceo , believing that this issue is part of our succession planning and that it is in our best interests for the board to make this determination each time it elects a new  ceo . since 1992 (which includes time served for our predecessor company), mr. dolan has served as both the  cotb  of our board of directors and our  ceo . our board believes that mr. dolan is best situated to serve as its  cotb  because he is very familiar with our business and the industries we serve and is most capable of effectively identifying the opportunities (including potential acquisitions) and challenges we face. because of his long service to us as both ceo and  cotb , our board believes that mr. dolan is in the best position to lead discussions on and execute our operating strategy and develop agendas to ensure our board is focusing on the issues that are most important to our long-term growth. therefore, we believe that mr. dolan generally speaking for and leading both the company and our board is appropriate and in our best interests. ",1
1775,1397187,2012,"our board believes that one of its most important functions is to protect stockholders interests through independent oversight of management, including the CEO . however, the board does not believe that effective management oversight necessarily mandates a particular management structure, such as a separation of the role and identities of the cotb and CEO . the board considers it important to retain flexibility to exercise its judgment as to the most appropriate management structure for lululemon, based on the particular circumstances facing lululemon from time to time. currently, the positions of cotb and CEO are held by separate persons because the board has determined that this structure aids in the oversight of management and is in the best interests of the company and its stockholders at this point in time. dennis j. wilson currently serves as cotb of our board and also serves as our chief innovation and branding officer. the board believes that mr. wilson, as the original founder of lululemon, is in a unique position to support continuity in both the product vision and the cultural values of the company that have been an integral part of our success, and that his role as cotb enables him to be more effective in this role. the board has also appointed r. brad martin as lead director. since our cotb , dennis j. wilson, is employed by the company, the board believes it is desirable also to appoint one of its independent members as lead director, to provide an additional level of independent oversight over management. the lead director, together with the cotb , performs numerous functions, including working with the CEO and board committee chairs to develop agendas for board and committee meetings. in addition, the lead director presides at board meetings when the cotb is not present, develops agendas for executive sessions of the non-management directors, serves as a liaison between the cotb and the CEO and the other non-management directors, approves information sent to the board, approves meeting agendas and schedules for the board, has the authority to call meetings of the non-management directors and performs such other functions and responsibilities as requested by the cotb or the board from time to time.",1
1776,1397533,2010,"our board of directors is led by a  cotb  selected by the board from time to time. presently, mr. white, our president and ceo also serves as  cotb . other than mr. white and mr. sandoski, our chief financial officer, all of our other directors are independent. the board has determined that selecting our ceo as  cotb  is in our best interests because it promotes unity of vision for the leadership of abington bancorp and avoids potential conflicts among directors. in addition, the ceo is the director most familiar with our business and operations and is best situated to lead discussions on important matters affecting the business of abington bancorp. by combining the ceo and  cotb  positions there is a firm link between management and the board which promotes the development and implementation of our corporate strategy. abington bancorp maintains a comprehensive code of conduct and ethics which covers all directors, officers and employees of abington bancorp and its subsidiaries. the code of conduct and ethics requires that our directors, officers and employees avoid conflicts of interest; maintain the confidentiality of information relating to abington bancorp and its customers; engage in transactions in the common stock only in compliance with applicable laws and regulations and the requirements set forth in the code of conduct and ethics; and comply with other requirements which are intended to ensure that they conduct business in an honest and ethical manner and otherwise act with integrity and in the best interest of abington bancorp. our code of conduct and ethics specifically imposes standards of conduct on our  ceo , chief financial officer, principal accounting officer and other persons with financial reporting responsibilities who are identified in regulations issued by the sec dealing with corporate codes of conduct. ",1
1777,1399249,2012,"the nominating and corporate governance committee is responsible for reviewing the leadership structure of our board of directors, and additionally reviewing the performance of the  cotb  and  ceo . since the inception of the company in october 2007, as permitted by the company's corporate governance guidelines, the  cotb  position has been held by richard s. pzena, the ceo of our operating company. the nominating and corporate governance committee has considered the issue of mr. pzena's combined role, and approved the continuation of this structure for the following reasons: the ceo is most familiar with the day to day operations of the company. the ceo is in the best position to bring matters before our board of directors and serve as its  cotb . a combined ceo and  cotb  role provides consistent leadership, stability and continuity for the company. the board of directors has additionally affirmed the combination of the ceo and  cotb  roles for the reasons set forth above. in accordance with our corporate governance guidelines, the company has the option of alternating directors to lead executive sessions of the board of directors, or to select a lead independent director. to date, the company's independent directors have not named a lead independent director to preside at all executive sessions of the non-management directors, but rather, has chosen to alternate directors to lead each of the executive sessions. accordingly, the role of presiding director at each executive session of non-management directors is regularly rotated among messrs. galbraith, greenblatt, meyerowich and tysoe.",1
1778,1399855,2010,"our board elects its  cotb  and appoints the company's ceo according to what it determines is best for the company and its stockholders at any given time. the offices of  cotb  and ceo are currently held separately, which the board has determined is in the best interests of the company and its stockholders at this particular time. however, the board does not believe there should be a fixed rule as to whether the offices of  cotb  and ceo should be vested in the same person or two different people, or whether the  cotb  should be an employee of the company or should be elected from among the non-employee directors. the needs of the company and the individuals available to fulfill these roles may dictate different outcomes at different times, and the board believes that retaining flexibility in these decisions is in the best interest of the company and its stockholders. ",0
1779,1400810,2011,"board of directors leadership structure our business and affairs are managed under the direction of the board of directors. under our current leadership structure paresh patel serves as executive cotb and francis x. mccahill serves as CEO . mr. mccahill also serves as a director. mr. patel's role as executive cotb includes leading the board in its annual evaluation of our CEO (in conjunction with the recommendations of the compensation committee), providing continuous feedback on the direction and performance of the company, serving as cotb of regular meetings of the board of directors, setting the agenda of meetings of the board of directors (along with CEO , francis x. mccahill) and leading the board of directors in anticipating and responding to changes in our business. mr. patel plays a significant role also in formulating and executing the company's strategic plans, technology efforts and investment decisions. we believe board oversight and planning is a collaborative effort among the directors, each of whom has unique skills, experience and education, and this structure facilitates collaboration and communication among the directors and management and makes best use of their respective skills. the board of directors may determine to alter this leadership structure anytime based on then existing circumstances. our business and affairs are managed under the direction of the board of directors.",1
1780,1400810,2013,"board of directors leadership structure our business and affairs are managed under the direction of the board of directors. under our current leadership structure, paresh patel serves as  cotb  and  ceo . mr. patel's role includes providing continuous feedback on the direction and performance of the company, serving as  cotb  of regular meetings of the board of directors, setting the agenda of meetings of the board of directors and leading the board of directors in anticipating and responding to changes in our business. mr. patel plays a significant role also in formulating and executing the company's strategic plans, technology efforts and investment decisions. we believe board oversight and planning is a collaborative effort among the directors, each of whom has unique skills, experience and education, and this structure facilitates collaboration and communication among the directors and management and makes best use of their respective skills. the board of directors may determine to alter this leadership structure anytime based on then existing circumstances. on april 4, 2013, the company's board of directors determined that the company's best interests would be served by a change of name from homeowners choice, inc. to hci group, inc. this name change requires an amendment to the company's articles of incorporation, and such an amendment requires approval by the shareholders. ",1
1781,1400891,2010,"mark p. mays serves as both the principal executive officer and cotb . the board does not have a policy regarding the separation of the roles of CEO and cotb as the board believes it is in the best interests of cc media to make that determination based on the position and direction of cc media and the membership of the board. our risk management philosophy strives to (i) timely identify the material risks that cc media faces, (ii) communicate necessary information with respect to material risks to senior management and, as appropriate, to the board or relevant board committee, (iii) implement appropriate and responsive risk management strategies consistent with cc media's risk profile, and (iv) integrate risk management into cc media's decision-making. the board has designated the audit committee to oversee risk management. the audit committee makes an annual report to the board regarding briefings provided by management and advisors as well as the audit committee's own analysis and conclusions regarding the adequacy of cc media's risk management processes. additionally, the board encourages management to promote a corporate culture that incorporates risk management into cc media's corporate strategy and day-to-day operations. for example, management is working to centralize and disseminate certain policies and procedures which will provide for greater control over and uniformity in its risk management.",0
1782,1400891,2012,"from july 30, 2008 until march 31, 2011, mark p. mays served as both our president and ceo and our  cotb . mr. mays retired as our president and ceo on march 31, 2011, but continues to serve as our  cotb . on march 31, 2011, our board (1) established a new office of the ceo to serve the functions of the ceo and president until a permanent replacement for mr. mays was hired and (2) appointed thomas w. casey (our executive vice president and chief financial officer) and robert h. walls, jr. (our executive vice president, general counsel and secretary) to serve in the newly-created office in addition to their existing offices, which they retained. messrs. casey and walls are not members of our board. robert w. pittman was appointed as our ceo and a member of our board on october 2, 2011, at which time the office of the ceo ceased to exist at cc media. the board does not have a policy regarding the separation of the roles of ceo and  cotb  as the board believes it is in the best interests of cc media to make that determination based on the position and direction of cc media, the membership of the board and the individuals who occupy those roles. as our  cotb  and our previous  ceo , mr. mays worked collaboratively with the office of the ceo during its tenure during 2011 and continues to work collaboratively with mr. pittman to effect a smooth transition. mr. mays remains available to provide advice and input to mr. pittman regarding long term strategy and vision. mr. mays and mr. pittman together provide our board with insight into our operations and help facilitate the flow of information between management and the board. in addition, board members john p. connaughton and scott m. sperling serve as co-presiding directors of our board, providing an additional layer of non-employee director oversight. for the reasons described above, our board believes that this leadership structure is appropriate for us at this time. our risk management philosophy strives to: timely identify the material risks that cc media faces; communicate necessary information with respect to material risks to senior management and, as appropriate, to the board or relevant board committee; implement appropriate and responsive risk management strategies consistent with cc media's risk profile; and integrate risk management into cc media's decision-making. the board has designated the audit committee to oversee risk management. the audit committee reports to the board regarding briefings provided by management and advisors, as well as the audit committee's own analysis and conclusions regarding the adequacy of cc media's risk management processes. in addition, mr. mays (as our  cotb  and our previous  ceo ) and mr. pittman (as a member of our board and our current  ceo ) both are able to provide our board with valuable insight into our risk profile and the options to mitigate and address our risks based on their respective experiences with the daily management of our business. the board encourages management to promote a corporate culture that incorporates risk management into cc media's corporate strategy and day-to-day operations.",0
1783,1401564,2013," our common stock is listed on the nasdaq global select market. in accordance with nasdaq requirements, at least a majority of our directors must be independent directors. the board has determined that six of our eight directors are independent, as defined by nasdaq. directors kohlwes, faull, lee, anderson, stevens and padrick are all independent.in the past, our board of directors believed that our ceo was best situated to serve as  cotb  because of his familiarity with our business. however, as a result of recent management changes, the board has decided to separate the roles of  cotb  and  ceo . to supplement information flow, the entire management committee, which represents all business lines, attends each board meeting. the board recognizes that independent directors and management have different perspectives and roles in developing our strategy. our independent directors bring experience, oversight and expertise from outside first financial and the financial services industry, while the ceo brings company-specific expertise as well as general banking experience. the board believes that separating the roles of  cotb  and ceo promotes strategic development and provides independent oversight, which are important to effective governance. ",0
1784,1401667,2014,"under our bylaws, the number of directors may be increased or decreased from time to time by action of the stockholders or of the directors. if the number is not fixed, the number of directors shall be three members. our board has fixed the current size of the board at four members. alan h. auerbach currently serves as our  cotb  and principal executive officer. we have no policy requiring the combination or separation of the principal executive officer and  cotb  roles and our governing documents do not mandate a particular structure. at present, we have determined this leadership structure of having a combined  cotb  and principal executive officer is appropriate due to our small size and limited operations and resources. having a combined role ensures efficient and centralized decision-making, focuses the board's discussions and facilitates the presentation of the company's strategy with a unified voice. our board acknowledges that no single leadership model is right for all companies at all times. as such, our board periodically reviews its leadership structure and may, depending on the circumstances, including our size, resources and operations, choose a different leadership structure in the future. our board is exclusively involved in the general oversight of risks that could affect our business. our board satisfies this responsibility through reports by each committee chair regarding the committee's considerations and actions, as well as through regular reports directly from officers responsible for oversight of particular risks within our company. further, our board oversees risks through the establishment of policies and procedures that are designed to guide daily operations in a manner consistent with applicable laws, regulations and risks acceptable to our company.",1
1785,1401700,2010,"the board of directors does not have a policy regarding the separation of the offices of  cotb  and  ceo . the nominating and corporate governance committee and the board of directors periodically review the functioning of the board, including an assessment of its effectiveness, and the ability of directors to have introduced for board discussion, topics of interest or concern. the board of directors believes that it should maintain the flexibility to select the  cotb , and its board leadership structure, based upon its operating needs and its assessment of what is in the best interest of the company and its stockholders. at this time, the offices of the  cotb  and the ceo are combined, with mr. alexander serving as both. the board of directors believes that combining the  cotb  and ceo positions is an effective corporate governance structure for the company at this time. mr. alexander's combined roles effectively utilize his extensive experience and knowledge regarding the company and the financial services industry, allowing him to lead board discussions regarding the company's business, its strategy, and its risks, as well as providing unified leadership for the company. the board of directors also recognizes the importance of strong independent leadership on the board. accordingly, in addition to the board maintaining a majority of independent directors and independent nominating and corporate governance, compensation, and audit committees, the board also has designated the position of lead independent director. the board of directors believes that the lead independent director structure provides the same independent leadership, oversight, and benefits for the company and the board, which would be provided by an independent  cotb . our corporate governance principles provide that a majority of the independent directors will appoint the lead independent director. currently, mr. john j. depierro serves as the board's lead independent director. the lead independent director also serves as  cotb  of the nominating and corporate governance committee. the independent directors also approved a lead independent director charter delineating the role and responsibilities of the lead director, which include the following:",1
1786,1401708,2018,"mr. young serves as the  cotb , and mr. gray serves as president and ceo of the company. the roles of ceo and  cotb  are currently separated in recognition of the differences between the two roles. we believe that it is in the best interests of our stockholders for the board to make a determination regarding the separation or combination of these roles each time it elects a new  cotb  or appoints a  ceo , based on the relevant facts and circumstances applicable at such time. in june 2010, when mr. gray was first appointed president and  ceo , the board determined it was in the best interests of the company to continue to maintain an independent  cotb  to allow mr. gray to focus on his primary responsibility for the operational leadership and strategic direction of the company. ",0
1787,1401923,2011,"our board of directors currently consists of nine members, including our president and ceo and our chief scientific officer. the chair of our board of directors, scott r. ward, is an independent director and has served as chair since the resignation of the former chair, steven a. elms, from the board in february 2011. after our annual meeting, the board of directors will consist of eight members as carl s. goldfischer, m.d., a current director whose term expires at the annual meeting, is not standing for reelection. the company separates the chair and ceo positions, in order to insure independent leadership of the board of directors and to promote more effective oversight of management by the board of directors. the board of directors has determined that its structure is appropriate to fulfill its duties effectively and efficiently, so that our ceo can focus on leading our company, while the chair can focus on leading the board of directors in overseeing management. the board of directors regularly meets in executive session without management directors or management present. our board of directors generally oversees corporate risk in its review and deliberations relating to company activities. our company is focused primarily on the advancement of our levadex product candidate, and the board of directors regularly reviews plans, results and potential risks related to the levadex program and other pipeline development programs, as well as financial and strategic risk relevant to our company's operations. management regularly works to identify risks relating to our company and communicates such risks to the board when identified. in addition, our board of directors regularly reviews information regarding the company's cash position, liquidity and operations, as well as the risks associated with each. the audit committee oversees management of financial risks. the nominating and corporate governance committee manages risks associated with the independence of the board of directors and potential conflicts of interest. while each committee is responsible for evaluating certain risks and overseeing the management of such risks, the entire board of directors is regularly informed through committee reports about such risks and retains overall responsibility for overseeing the company's ongoing assessment and management of risks impacting our business. our compensation committee oversees risk management as it relates to our compensation plans, policies and practices for all employees. in connection with structuring and reviewing employee and management compensation, the compensation committee periodically meets with management to review whether our compensation programs may create incentives for our employees to take excessive or inappropriate risks which could have a material adverse effect on the company. our compensation program is intended to reward the management team and other employees for strong performance over the near and long term. we consider the potential risks for our business when designing and administering our pay program, and we believe our balanced approach to pay-for-performance works to avoid misaligned incentives for individuals to undertake excessive or inappropriate risk. further, program administration is subject to considerable internal controls, and when making determinations with respect to establishing pay programs and measuring performance, we rely on principles of sound governance and good business judgment. our compensation committee has reviewed the current compensation policies and practices for our employees and believes that these policies and practices are not reasonably likely to have a material adverse effect on the company.",0
1788,1402281,2011,"the board has identified particular qualifications, attributes, skills and experience that are important to be represented on the board as a whole, in light of the company's current needs and business priorities. the company's services are performed in various countries around the world and significant areas of future growth are located outside of the united states. the company's business is truly global and multicultural. therefore, the board believes that international experience or specific knowledge of key geographic growth areas and diversity of professional experiences should be represented on the board. the company's business is multifaceted and involves complex financial transactions in various countries. therefore, the board believes that the board should include some directors with a high level of financial literacy and some directors who possess relevant business experience as a ceo or president. our business involves complex technologies in a highly-specialized industry. therefore, the board believes that extensive knowledge of the company's business and the energy industry should be represented on the board. the company's business also requires compliance with a variety of regulatory requirements across a number of countries and relationships with various governmental entities. therefore, the board believes that governmental, political or diplomatic expertise should be represented on the board. the board has determined that the majority of the current directors and the majority of the director nominees proposed at this annual meeting are comprised of independent directors as that term is defined in section 803a of the nyse amex llc company guide and rule 10a-3 under the securities exchange act of 1934, as amended (the exchange act ). the board has determined that the majority of the current directors and majority of the director nominees proposed at this annual meeting are comprised of 'independent directors' within the meaning of applicable nyse amex listing standards relating to board composition and section 301 of the sarbanes-oxley act of 2002, as amended. except for dr. kase lukman lawal, all current directors and director nominees proposed in this proxy are independent.the company's board of directors appointed dr. kase lawal to act as  cotb  in may 2010. prior to such appointment, frank c. ingriselli, our former ceo and member of the company's board of directors, acted in this capacity. the company separated the roles of the  cotb  and the ceo in may 2010 to allow our ceo the ability to focus the majority of his time and efforts on the day-to-day operations, growth and development of the company. we believe that this governance structure will serve the company's stockholders well in the coming years. as a result of the resignation of mr. byron dunn as president and ceo on april 11, 2011, dr. lawal has temporarily also assumed the additional position of ceo while a search is underway for a replacement new president and ceo for the company. ",1
1789,1402436,2015,"our certificate of incorporation provides for the classification of our board into three classes, each having as nearly an equal number of directors as possible. the terms of service of the three classes are staggered such that the term of one class expires each year. our board currently consists of eight directors. class i consists of normand a. boulanger, david a. varsano and michael j. zamkow, each with a term ending at the 2017 annual meeting. class ii consists of william a. etherington and jonathan e. michael, each with a term ending at the 2015 annual meeting. class iii consists of michael e. daniels, allan m. holt, and william c. stone, each with a term ending at the 2016 annual meeting. one class is elected each year and members of each class hold office for three-year terms. on june 20, 2014, the board appointed michael j. zamkow as a class i director. mr. zamkow was recommended to our nominating committee as a candidate by our  cotb . our nominating committee has recommended, and the board has nominated, messrs. etherington and michael for election at the 2015 annual meeting as class ii directors, each to serve until the 2018 annual meeting and until his successor has been duly elected and qualified. each of the nominees is currently a member of our board of directors. the following table and biographical descriptions provide information relating to each director and director nominee, including his age and period of service as a director of our company, his committee memberships, his business experience for at least the past five years, including directorships at other public companies, and certain other information. mr. stone has served as  cotb  and ceo since our inception in 1986, and the provisions of the stockholders agreement require that so long as mr. stone is a member of our board and the ceo of the company, he shall serve as  cotb . this board leadership structure is commonly utilized by public companies in the united states, and we believe that this leadership structure has been effective for us. having one person serve as both ceo and  cotb  shows our employees, customers and other constituencies that we are under strong leadership, with a single person setting the tone and having primary responsibility for managing our operations. we also believe that this leadership structure eliminates the potential for duplication of efforts and inconsistent actions and facilitates open communication between management and our board. we do not have a lead independent director. we recognize that different board leadership structures may be appropriate for companies with different histories or varying equity ownership structures and percentages. however, we believe our current leadership structure is the optimal board leadership structure for us.",1
1790,1402829,2014,"the board is asking stockholders to approve the appointment of grant thornton, although ratification is not required by law or by the company's by-laws. the board is submitting the appointment of grant thornton for approval as a matter of good corporate practice. whether stockholders approve the appointment or not, the board of directors, in its discretion, may select an independent registered public accounting firm at any time during the year if it determines that to do so would be in the best interest of the company and its stockholders. there is additional information about grant thornton under the heading the committee does not rely on a targeted ratio for individual neos in relation to each other or in relation to the ceo but rather considers internal pay equity in combination with a variety of other factors. we will continue to monitor internal pay equity among the neo group, and will in future consider how compensation for that group compares to employees in the rest of the company. the charts below provide a summary of how each of the neos annualized tdc compares to that for mr. pearson. ",0
1791,1403161,2013," we have an independent chair of the board. on november 1, 2012, charles w. scharf, formerly ceo of retail financial services for jpmorgan chase & co., succeeded joseph w. saunders as our ceo and was appointed as a member of our board of directors. in planning for the succession of mr. saunders, the nominating and corporate governance committee and the board carefully reviewed the board's leadership structure and determined that it would be appropriate to separate the roles of the chair and ceo effective november 1, 2012, and to appoint an independent chair following mr. saunders retirement as executive chair on march 31, 2013. accordingly, on april 1, 2013 robert w. matschullat, then chair of the board's audit and risk committee, became our independent chair. effective upon this appointment, the term of our independent lead director, john a. c. swainson, concluded. mr. matschullat has served on the visa inc. board since october 2007, and is the former vice  cotb  and chief financial officer of the seagram company limited. mr. matschullat also previously served as the interim  cotb  and interim ceo of the clorox company and as the head of worldwide investment banking for morgan stanley & co. incorporated. for additional information regarding mr. matschullat's professional background and experience, please see the section entitled the following table sets forth information known to the company as of december 3, 2013 with respect to beneficial ownership of our class a common stock by: our named executive officers for fiscal year 2013; our directors and director nominees; and all directors, director nominees and executive officers as a group. none of the named executive officers, directors and director nominees, individually, or the directors, director nominees and executive officers as a group, beneficially owned 1% or more of the total number of shares of our class a common stock outstanding as of december 3, 2013. gary p. coughlan mary b. cranston francisco javier fern ndez-carbajal alfred f. kelly, jr. robert w. matschullat cathy e. minehan suzanne nora johnson david j. pang william s. shanahan john a. c. swainson maynard g. webb, jr. (21 persons) the address of each director, director nominee, and executive officer is c/o visa inc., p.o. box 8999, san francisco, ca 94128-8999. includes 68,610 shares of class a common stock held by the pollitt family trust of which mr. pollitt and his wife are the sole trustees and of which mr. pollitt exercises shared voting and investment power. includes 4,500 shares of class a common stock held by the buse family trust of which ms. buse and her husband are the sole trustees and beneficiaries and of which ms. buse exercises shared voting and investment power. 46 -",0
1792,1403385,2011,"the board's current leadership structure separates the position of ceo ( ceo ) and  cotb . thomas m. marra serves as our ceo and lowndes a. smith serves as our  cotb . we believe that separating these two positions is in the best interest of the company because it enables mr. marra to guide our company and manage the day-to-day complexities of our business, while enabling mr. smith to provide leadership at the board level. although the positions of ceo and  cotb  are currently separate, the board believes there is no single best organizational model for all circumstances, and the board retains the authority to combine the positions of ceo and  cotb  if it deems such action appropriate in the future. the board's administration of risk oversight has not affected the leadership structure of the board.",0
1793,1403431,2017,"we separate the roles of ceo and  cotb  in recognition of the differences between the two roles. the ceo is responsible for setting the strategic direction for the company and the day to day leadership and performance of the company, while the  cotb  provides guidance to the ceo and sets the agenda for board meetings and presides over meetings of the full board. we also believe that separation of the positions reinforces the independence of the board of directors in its oversight of the business and affairs of the company and creates an environment that is more conducive to objective evaluation and oversight of management's performance, increasing management accountability, and improving the ability of the board of directors to monitor whether management's actions are in the best interests of the company and its shareholders. we do not have a lead independent director. we have established a risk management committee composed of four to five members of senior management. the goal of the risk management committee is to continually evaluate the risks of the business, including operational, financial, legal and regulatory, and strategic and reputational risks, in order to ensure potential exposure is addressed in a timely manner. the committee meets three to four times per year and provides regular updates to the audit committee on areas of material risk to the company. the audit committee receives reports from the risk management committee to enable it to understand our risk identification, risk management, and risk mitigation strategies. the audit committee may periodically ask our executives to discuss the most likely sources of material future risks and how we are addressing any significant potential vulnerability. at times, another committee may receive updated reports concerning risks to the company. our compensation committee is responsible for overseeing the management of risks relating to our executive compensation plans and arrangements. we have reviewed our compensation policies and practices for our employees, and we do not believe such policies and practices encourage individuals to take unreasonable risks, and we have determined that any risks arising from the compensation programs are not reasonably likely to have a material adverse effect on the company. our nominating committee manages risks associated with the independence of the board of directors. while each committee is responsible for evaluating certain risks and overseeing the management of such risks, at their discretion they may inform the entire board of directors of significant risks through committee reports. this enables the board and its committees to coordinate the risk oversight role, particularly with respect to risk interrelationships. in addition to our formal compliance program, the board of directors encourages management to promote a corporate culture that understands risk management and incorporates it into the overall corporate strategy and day-to-day business operations. our risk management structure also includes an ongoing effort to assess and analyze the most likely areas of future risk for the company.",0
1794,1405197,2010,"our governance structure combines the roles of principal executive officer and board  cotb . this structure was originally established while we were a private company and we believe that this structure aided us in transitioning our company into an independent company and in our completion of multiple tasks up through and including our initial public offering. we continue to believe that this structure helps our management and board work together for the benefit of all of our stockholders. since our principal executive officer is the board  cotb , he has additional authority to focus the board on key issues that management perceives regarding our operations. our board monitors our exposure to a variety of risks through our audit committee and our compliance, quality and public policy committee. our audit committee charter gives the audit committee responsibilities and duties that include discussing with management, the internal audit department and the independent auditors our major financial risk exposures and the steps management has taken to monitor and control such exposures, including our risk assessment and risk management policies. pursuant to the charter, such discussions should also include our exposure to counterparties or other institutions which we believe are at risk of significant financial distress. in addition, our compliance, quality and public policy committee works with management to monitor the quality of our products and our manufacturing processes. failure to maintain our current good manufacturing practices would expose us to significant business risks.",1
1795,1407038,2012,"our current board leadership structure separates the positions of ceo and executive  cotb , although we do not have a corporate policy requiring that structure. the board believes that this separation is appropriate for the organization at this time because it allows for a division of responsibilities and a sharing of ideas between individuals having different perspectives. our ceo is primarily responsible for our operations and strategic direction, while our executive  cotb  is primarily focused on matters pertaining to corporate governance, including management oversight. while the board believes that this is the most appropriate structure at this time, the board retains the authority to change the board structure, including the possibility of combining the ceo and executive  cotb  position, if it deems such a change to be appropriate in the future. ",0
1796,1407450,2011,"board leadership structure mr. austin serves as both our CEO and cotb and provides us with a single voice in the marketplace and to our stockholders. as our CEO , mr. austin is responsible for our day-to-day operations and implementing our strategy across a variety of nonprofit organizations (""npos"") located throughout the united states, our technological developments, numerous partners, and our employee base in our dispersed offices. since our performance is an important part of our board discussions, mr. austin brings direct and relevant information and experience as the chair of those discussions. our board has designated mr. bock as lead independent director to act as the leader of the independent directors and as chairperson of the executive sessions of our independent directors. our lead independent director serves as a non-exclusive intermediary between the independent directors and management, including our cotb and CEO . our lead independent director provides input to the cotb in planning agendas for board meetings and facilitates discussions among the independent directors as appropriate between board meetings. ",0
1797,1407623,2012,"pursuant to our charter, bylaws and the maryland general corporation law, our business and affairs are managed under the direction of our board of directors. our board of directors has the responsibility for establishing broad corporate policies and for our overall performance and direction, but is not involved in our day-to-day operations. members of our board of directors keep informed of our business by participating in meetings of our board of directors and its committees, by reviewing analyses, reports and other materials provided to them and through discussions with the  cotb  of our board of directors, president and ceo and other executive officers. we maintain separate roles for our ceo and  cotb  of our board of directors. our board of directors believes that the composition of our board of directors protects stockholder interests and provides sufficient independent oversight of our management. a majority of our current directors are 'independent' under nasdaq corporate governance requirements, as more fully described elsewhere in this proxy statement under 'corporate governance.' the independent directors meet separately from our management on a regular basis at the conclusion of our board of directors' regularly scheduled meetings. the independent directors oversee such critical matters as the integrity of our financial statements, the evaluation and compensation of our directors and executive officers and the selection and evaluation of directors. each independent director has the ability to add items to the agenda of board of directors meetings or raise subjects for discussion that are not on the agenda for that meeting. in addition, our board of directors and each board of directors committee has complete and open access to our executive officers. our board of directors believes that its majority independent composition and the roles that our independent directors perform provide effective corporate governance at the board of directors level and independent oversight of both our board of directors and our executive officers. the current leadership model, when combined with the functioning of the independent director component of our board of directors and our overall corporate governance structure, strikes an appropriate balance between strong and consistent leadership and independent oversight of our business and affairs. in connection with their oversight of risk to our business, our board of directors and the audit committee consider feedback from our executive officers concerning the risks related to our business, our operations and strategies. our executive officers regularly report to our board of directors on risks relating to our property acquisitions, our leverage and hedging policies, our capital availability and our internal control and procedures. members of our board of directors routinely meet with our executive officers, as appropriate, in connection with their consideration of matters submitted for the approval of our board of directors and the risks associated with such matters.",0
1798,1408198,2013,"henry a. fernandez has served as our  cotb  since msci's ipo in november 2007 and ceo since 1998. the board has determined that this leadership structure is appropriate for msci since mr. fernandez has an unparalleled historical knowledge and depth of understanding of the company and its businesses. this provides the company with consistent leadership that has proven to be strong throughout the evolution of the company. in addition, given continuing volatility in the financial markets, the board believes that having one person serving as both the  cotb  and the ceo provides decisive and effective leadership, which permits the company to execute on its growth strategies. our corporate governance policies provide that an independent lead director will be appointed annually whose responsibilities include, among others, presiding at all meetings of the board at which the  cotb  is not present, calling and leading independent director and non-employee director sessions, facilitating communication between the  cotb  and the non-employee and independent directors, advising the  cotb 's informational needs and meeting agendas, and to be available, if requested by major shareholders, for consultation and direct communication. while the lead director is elected annually, it is generally expected that he or she will serve for more than one year to provide consistency and continuity. rodolphe m. vallee has been our lead director since 2010 and was re-elected to this position in february 2013. the board understands that there is no single, generally accepted approach to providing board leadership and that given the dynamic and competitive environment in which we operate, the right board leadership structure may vary according to the circumstances. a number of factors support the leadership structure chosen by the board, including, among others, a board that consists of a substantial majority of independent directors who are highly qualified and experienced and exercise a strong, independent oversight function, the appointment of a strong and independent lead director and regular executive sessions of non-management directors and periodic executive sessions of the independent directors. also, the company's bylaws and corporate governance policies contemplate a structure where the ceo would not also serve as the  cotb  should that be deemed appropriate and in the best interest of msci and its shareholders. the board believes that these factors provide the appropriate balance between the authority of those who oversee the company and those who manage it on a day-to-day basis. ",1
1799,1408278,2012,"we currently have separate individuals serving as  cotb  of our board of directors and as our principal executive officer. mr. levy has served as  cotb  of our board of directors since october 2007 and mr. frankel has served as our president and ceo since april 2001. under our corporate governance guidelines the positions of  cotb  and ceo should be separate, and the  cotb  should be selected from the non-employee directors. because we have separate individuals serving as  cotb  of our board of directors and as our principal executive officer, we do not have a lead independent director because the responsibilities of a lead independent director are discharged by the  cotb  of our board of directors. ",0
1800,1410428,2014,"mr. perlman currently serves as our ceo and mr. sinclair, a non-management director, serves as our lead independent director. the board of directors has chosen to not have the same person as the ceo and  cotb  because it believes that (i) independent oversight of management is an important component of an effective board of directors and (ii) this structure benefits the interests of all stockholders. if the board of directors convenes for a special meeting, the non-management directors will meet in executive session if circumstances warrant. mr. sinclair, as lead independent director, will preside over executive sessions of the board of directors. ",0
1801,1410703,2010,"board leadership structure mr. bottomley has served as a member of our board of directors since becoming CEO and president of danversbank in 1996. mr. bottomley became  COTB  of the company in 2008. mr. o'brien has served as our lead director since 2008. the lead director's role is to work with the  COTB  to determine board agenda items and foster contributions of other directors during the board's deliberations. our board of directors encourages strong communication among all of our independent directors and the lead director. our board of directors also believes that it is able to effectively provide independent oversight of the company's business and affairs, including risks facing the company, through the composition of our board of directors, the lead director, the strong leadership of the independent directors and the independent committees of our board of directors, and the other corporate governance structures and processes already in place. sixteen of the nineteen members of our board of directors are non-management directors, and all of these non-management directors are independent under the independence rules of the nasdaq stock market llc. all of our directors are free to suggest the inclusion of items on the agenda for meetings of our board of directors or raise subjects that are not on the agenda for that meeting. in addition, our board of directors and each committee has complete and open access to any member of management and the authority to retain independent legal, financial and other advisors as they deem appropriate without consulting or obtaining the approval of any member of management. our board of directors also holds regularly scheduled executive sessions of non-management directors in order to promote discussion among the non-management directors and assure independent oversight of management. moreover, our audit committee and our governance committee, each of which are comprised entirely of independent directors, also perform oversight functions independent of management. ",0
1802,1411158,2012," our board has an independent  cotb , mr. leschly, who has authority, among other things, to preside over board meetings, including meetings of the independent directors. accordingly, the board  cotb  has substantial ability to shape the work of our board. we currently believe that separation of the roles of board  cotb  and ceo reinforces the independence of our board in its oversight of the business and affairs of our company. in addition, we currently believe that having an independent board  cotb  creates an environment that is more conducive to objective evaluation and oversight of management's performance, increasing management accountability and improving the ability of our board to monitor whether management's actions are in the best interests of the company and its stockholders. however, no single leadership model is right for all companies and at all times. the board recognizes that depending on the circumstances, other leadership models, such as combining the role of  cotb  with the role of  ceo , might be appropriate. accordingly, the board may periodically review its leadership structure. ",0
1803,1411303,2011,"our board of directors has determined that the matters to be considered at the annual meeting are in the best interests of cape bancorp, inc. and its stockholders. for the reasons set forth in the proxy statement, the board of directors unanimously recommends a vote for each of the nominees for director listed in the proxy statement, for approval on an advisory basis of the executive compensation paid to our named executive officers, for approval of an annual advisory vote on executive compensation, and for ratification of the appointment of kpmg llp as the independent registered public accounting firm for the year ending december 31, 2011. the board of directors has determined that having an independent director serve as  cotb  is in the best interest of shareholders at this time. the structure ensures a greater role for the independent directors in the oversight of the company and active participation of the independent directors in setting agendas and establishing board priorities and procedures. although this advisory vote is not binding on the board of directors, the board believes that an annual say-on-pay vote is appropriate in order for stockholders to annually express their views on executive compensation. ",0
1804,1411342,2018,"while the roles are currently separated, our board of trustees has not established a fixed policy regarding the separation of the roles of ceo and  cotb . instead, the board believes this determination is part of the succession planning process and should be considered upon the appointment or re-appointment of a  ceo . the board of trustees believes that the current separation of the role of ceo and  cotb  is appropriate because it allows our ceo to focus on running our business, while allowing the  cotb  to lead the board in its fundamental role of providing advice to and independent oversight of management.",0
1805,1411688,2014,"in addition, we have entered into an assumption agreement with mr. tindell (the 'assumption agreement'), under which we have agreed to specifically assume, directly and unconditionally, any and all liabilities, damages, costs, expenses, judgments, settlement, penalties or other losses of any kind which may be charged or attempted to be charged against mr. tindell in connection with the publication of the book as a result of the execution by mr. tindell of a personal guaranty contained in a publishing agreement between mr. tindell and the publisher of the book. the board of directors believes that, upon publication of the book, we will benefit substantially from the public attention, exposure and publicity about the container store, its successes and its unique business model and therefore determined that it was in our best interest to enter into the assumption agreement. our corporate governance guidelines provide that the roles of cotb and CEO may be separated or combined, and our board of directors exercises its discretion in combining or separating these positions as it deems appropriate in light of prevailing circumstances. currently, the roles are combined, with mr. tindell serving as cotb and CEO . we believe that we, like many u.s. companies, are well-served by a flexible leadership structure. our board of directors will continue to consider whether the positions of cotb and CEO should be separated or combined at any given time as part of our succession planning process. ",0
1806,1411688,2016,"we have also agreed to indemnify mr. tindell to the fullest extent permitted by our amended and restated certificate of incorporation and our amended and restated bylaws in connection with a book authored by mr. tindell and titled 'uncontainable' (the 'book'). in addition, we have entered into an assumption agreement with mr. tindell, under which we have agreed to specifically assume, directly and unconditionally, any and all liabilities, damages, costs, expenses, judgments, settlement, penalties or other losses of any kind which may be charged or attempted to be charged against mr. tindell in connection with the publication of the book as a result of the execution by mr. tindell of a personal guaranty contained in a publishing agreement between mr. tindell and the publisher of the book. the board of directors determined that it was in our best interest to enter into the assumption agreement, as the board believes that we will benefit from any public attention, exposure and publicity about the container store, its successes and its unique business model generated by the book. our corporate governance guidelines provide that the roles of  cotb  and ceo may be separated or combined, and our board of directors exercises its discretion in combining or separating these positions as it deems appropriate in light of prevailing circumstances. currently, the roles are combined, with mr. tindell serving as  cotb  and  ceo . effective july 1, 2016, melissa reiff will serve as our ceo and mr. tindell will remain  cotb . we believe that we, like many u.s. companies, are well-served by a flexible leadership structure. our board of directors will continue to consider whether the positions of  cotb  and ceo should be separated or combined at any given time as part of our succession planning process. ",0
1807,1411861,2010,"board leadership structure our board of directors does not have a policy regarding the separation of the roles of CEO and  COTB  as our board of directors believes it is in the best interest of the company to make that determination based on the current position and direction of the company and the membership of the board of directors. dr. ferr , our company's  CEO , currently serves as  COTB . our board of directors has determined that this combined role is in the best interests of the company's stockholders at this time because dr. ferr is the person best qualified to serve as  COTB  given his history with our company and his skills and experience within the industry that we operate. further, our board of directors believes that this leadership structure is appropriate at this time as it establishes a single leader with one vision setting the tone and direction for our company. our board of directors believes that there is no single best organizational model that would be most effective in all circumstances and therefore retains the authority to modify this structure to best address our company's unique circumstances as and when appropriate. in march 2009, our board of directors established the position of lead director to supplement the combined CEO and  COTB  position. charles w. federico currently serves as our lead director. the lead director works closely with the  COTB  and our CEO to assure that our board is able to more effectively and pro-actively execute its fundamental duties on an ongoing basis and to enhance our board's ability to oversee and monitor the operations of our company. the primary responsibilities of the lead director include the following, among other things: presiding at all meetings of the board at which the  COTB  is not present, including all executive sessions of the independent directors and establishing agendas for the executive sessions in consultation with the other directors and the  COTB ; working with the  COTB  to establish meeting agendas for the board of directors and its committees; reviewing all board materials; advising the  COTB  regarding any director and stockholder concerns; interviewing, along with the cotb of the corporate governance and nominating committee, all candidates for our board of directors; soliciting suggestions from the chairs of the board's committees; participating with the  COTB  and the company's executive officers in certain strategic planning and implementation tasks.   the board's role in risk oversight our board of directors is responsible for overseeing the operational and strategic risk management processes that have been designed and implemented by our company's senior management. our board of directors has delegated to its audit committee primary responsibility for reviewing the company's policies with respect to risk assessment and risk management. each committee of our board of directors also oversees the management of company risks that fall within the committee's areas of responsibility. for examples, the audit committee addresses significant financial risk exposures facing the company and the steps management has taken to monitor, control and report such exposures; the compensation committee addresses significant risk exposures facing the company with respect to compensation; and the corporate governance and nominating committee oversees corporate governance risks. each committee reports to the full board of directors on a regular basis, including, as appropriate, an update on the committee's risk oversight activities. our board of director's role in our company's risk oversight has not affected our leadership structure. our company has created a risk management committee comprised of senior management from each operating division of the company that is responsible for identifying, assessing, and developing a mitigation strategy for significant enterprise risks that could impact our company's ability to meet our objectives and execute our strategic plan. our risk management committee periodically meets to identify, assess, and prioritize internal and external significant risks and to develop processes for responding to, mitigating, and monitoring such risks. the risk management committee provides a summary of its activities and findings directly to the audit committee and, as appropriate, to the other committees and the full board of directors. meetings and attendance during 2009, our board of directors held twelve meetings. each of our incumbent directors attended at least 75% of the aggregate number of meetings of the board and the committees on which the director served, which were held during such director's term of office. none of the members of the standing committees of our board of directors, described in detail below, was an officer or employee of our company. we have no policy requiring our directors to attend our annual stockholders meetings; however, our corporate governance guidelines provide that directors should make every effort to attend all annual and special meetings of stockholders, as well as meetings of our board of directors and meetings of the board committees of which they are members. eight of our directors attended our 2009 annual stockholders meeting. board committees and meetings our board of directors has a standing audit committee, compensation committee, and corporate governance and nominating committee. the board has adopted, and may amend from time to time, a written charter for each of the committees. we maintain a website at makosurgical and make available on that website, free of charge, copies of each of the committee charters. we are not including the information contained on or available through our website as a part of, or incorporating such information by reference into, this proxy statement. we provide below information on the standing committees of our board of directors, including the membership, functions and number of meetings of each committee held in 2009. as part of its standard practices and in light of mr. chao's resignation from our board, our board of directors will reconstitute the membership of each committee at our board's annual meeting immediately following the 2010 annual stockholders meeting. ",0
1808,1411861,2013,"our board of directors does not presently have a policy regarding the separation of the roles of ceo and  cotb  as our board of directors believes it is in the best interest of the company to make that determination based on the current position and direction of the company and the membership of the board of directors. dr. ferr , our company's  ceo , currently serves as  cotb . our board of directors has determined that this combined role is in the best interests of our stockholders at this time because dr. ferr is the person best qualified to serve as  cotb  given his history with our company and his skills and experience within the industry that we operate. further, our board of directors believes that this leadership structure is appropriate at this time as it establishes a single leader with one vision setting the tone and direction for our company. our board of directors believes that there is no single best organizational model that would be most effective in all circumstances and therefore retains the authority to modify this structure to best address our company's unique circumstances as and when appropriate. in march 2009, our board of directors established the position of independent lead director to supplement the combined ceo and  cotb  position. charles w. federico currently serves as our lead director. the lead director works closely with the  cotb  to assure that our board is able to more effectively and pro-actively execute its fundamental duties on an ongoing basis and to enhance our board's ability to oversee and monitor the operations of our company. the primary responsibilities of the lead director include the following, among other things: presiding at all meetings of the board at which the  cotb  is not present, including all executive sessions of the independent directors and establishing agendas for the executive sessions in consultation with the other directors and the  cotb ; working with the  cotb  to establish meeting agendas for the board of directors and its committees; reviewing all board materials; advising the  cotb  regarding any director and stockholder concerns; interviewing, along with the corporate governance and nominating committee, all candidates for our board of directors; soliciting suggestions from the chairs of the board's committees; and participating with the  cotb  and our executive officers in certain strategic planning and implementation tasks. election of directors",0
1809,1411906,2013,"our board of directors believes that the approval of the amendment to the 2010 plan is in the best interests of our company and stockholders because the availability of an adequate number of shares reserved for issuance under the 2010 plan is an important factor in attracting, motivating and retaining qualified individuals essential to our success. our common stock is listed on the nasdaq capital market. the listing rules of the nasdaq capital market require that a majority of the members of the board of directors be independent. the rules of the nasdaq capital market require that, subject to specified exceptions, each member of our audit, compensation and nominating and governance committees be independent. audit committee members must also satisfy the independence criteria set forth in rule 10a-3 under the exchange act. under the rules of the nasdaq capital market, a director will only qualify as an independent director if, in the opinion of that company's board of directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. ",1
1810,1412067,2015,"the board of directors unanimously believes that election of its nominees for directors and ratification of its appointment of the independent registered public accountant are in our best interests and that of our stockholders, and, accordingly, recommends a vote for election of the two nominees for directors and for the ratification of the appointment of ernst & young llp as our independent registered public accountant. the positions of ceo and non-executive  cotb  are held by two different individuals (dr. kirkman and dr. henney, respectively). pursuant to our corporate governance principles, the board of directors has established the position of non-executive  cotb  in order to, in part, facilitate communication between management and our non-employee directors. our board of directors has determined that the non-executive  cotb  will have many of the duties and responsibilities that a lead independent director might have and, therefore, has determined not to designate a separate lead independent director. this current structure allows our ceo to focus on our day-to-day business while our non-executive  cotb  leads the board in its fundamental role of providing advice to and independent oversight of management. the board of directors recognizes the time, effort and energy that the ceo is required to devote to his position given our company's stage of development, as well as the commitment required to serve as our non-executive  cotb . the board of directors will continue to assess the appropriateness of this structure as part of the board of directors broader succession planning process. ",0
1811,1412270,2016,"the board is currently chaired by sheila lirio marcelo, our president and  ceo . in december 2013, the board established the position of lead independent director and elected brian swette as lead independent director. our amended and restated by-laws and corporate governance guidelines provide the board with flexibility to combine or separate the positions of  cotb  and ceo and/or utilize a lead director in accordance with its determination that one or the other structure would be in the best interests of our company. the board has concluded that our current leadership structure is appropriate at this time. however, the board will continue to periodically review our leadership structure and may make such changes in the future as it deems appropriate.",1
1812,1413329,2011,"chairman of the board and chief executive officer. louis c. camilleri serves as chairman of the board and chief executive officer. his duties as board chairman are to preside at meetings of the stockholders and of the board of directors. he is responsible for bringing to the board's attention in an accurate and timely manner all matters within his knowledge that the interests of the company may require the board to consider. in that capacity he proposes the agendas and schedules for board meetings, working together with the presiding director who approves the agendas and schedules before their dissemination to the board. input is sought from all directors as to topics they wish to review. as chief executive officer, he is responsible for the general management and control of the business and affairs of the company and sees to it that all orders and resolutions of the board of directors are implemented. mr. camilleri performs such other duties as from time to time may be prescribed by the board. presiding director. the non-management directors annually elect at the organizational meeting one independent director to be the presiding director. the presiding director's responsibilities are to: preside over executive sessions of the non-management directors and at all meetings at which the chairman is not present; call meetings of the non-management directors as he or she deems necessary; serve as liaison between the chairman and the non-management directors; approve agendas and schedules for board meetings; advise the chairman of the board's informational needs and approve information sent to the board; together with the chairman of the compensation and leadership development committee, communicate goals and objectives to the chairman and chief executive officer and the results of the evaluation of his performance; and be available for consultation and communication if requested by major stockholders. the presiding director is invited to attend all meetings of committees of the board. lucio a. noto currently serves as the presiding director. relationship of chairman of the board and presiding director. the board believes the current leadership structure is appropriate because it strikes the correct balance between the need to provide the board with the best available information on which to make decisions while at the same time allowing the board to set the tone of the discussion and provide direction and oversight to management. mr. camilleri has an extensive and detailed knowledge of the company and the tobacco industry and an incisive strategic view which, combined with his transparency and open-mindedness when dealing with the board, enable him to assist the board in focusing on the most important opportunities and risks facing the company. mr. noto plays an active role as presiding director in providing independent board leadership and helps ensure that the board's views are continually conveyed in unvarnished fashion to management. ",1
1813,1413507,2012,"the company's board of directors does not have a leadership structure , as such, since each director is entitled to introduce resolutions to be considered by the board and each director is entitled to one vote on any resolution considered by the board. the company's board of directors does not have a cotb . the company's board of directors has the ultimate responsibility to evaluate and respond to risks facing the company. the company's board of directors fulfills its obligations in this regard by meeting on a regular basis and communicating, when necessary, with the company's officers. the company has adopted a code of ethics which is applicable to all of the company's officers and employees. the code of ethics is available on the company's website, located at www.synergyresourcescorporation.com. if a violation of this code of ethics act is discovered or suspected, the officer or employee, as the case may be should (anonymously, if desired) send a detailed note, with relevant documents to the company's audit committee, c/o r.w. noffsinger, at the company's offices, located at 20203 highway 60, platteville, colorado 80651. the company's board of directors met 4 times during the fiscal year ended august 31, 2011. all of the directors attended these meetings, either in person or by telephone conference call. in addition, the board of directors had a number of informal telephonic meetings during the course of the year. for purposes of electing directors at its annual meeting the company does not have a nominating committee or a committee performing similar functions. the company's board of directors does not believe a nominating committee is necessary since the nominees to the board of directors are selected by a majority vote of the company's independent directors. the company does not have any policy regarding the consideration of director candidates recommended by shareholders since a shareholder has never recommended a nominee to the board of directors and under colorado law, any shareholder can nominate a person for election of a director at the annual shareholders meeting. however, the company's board of directors will consider candidates recommended by shareholders. to submit a candidate for the board of directors the shareholder should send the name, address and telephone number of the candidate, together with any relevant background or biographical information, to the company's CEO , at the address shown on the cover page of this proxy statement. the board has not established any specific qualifications or skills a nominee must meet to serve as a director. although the board does not have any process for identifying and evaluating director nominees, the board does not believe there would be any differences in the manner in which the board evaluates nominees submitted by shareholders as opposed to nominees submitted by any other person. the meeting scheduled to be held on july 17, 2012 will be the company's first annual meeting. the company does not have a policy with regard to board member's attendance at annual meetings. holders of the company's common stock can send written communications to the company's entire board of directors, or to one or more board members, by addressing the communication to the board of directors or to one or more directors, specifying the director or directors by name, and sending the communication to the company's offices in platteville, colorado. communications addressed to the board of directors as whole will be delivered to each board member. communications addressed to a specific director (or directors) will be delivered to the director (or directors) specified. security holder communications not sent to the board of directors as a whole or to specified board members are not relayed to board members. ",0
1814,1413898,2018,"currently, robert decherd serves as  cotb  and ceo ( ceo ). the board believes that the company and its shareholders are best served by a leadership structure in which robert serves as  cotb  and ceo and the board has an independent lead director. combining the roles of  cotb  and ceo makes clear that the person serving in these roles has primary responsibility for managing the company's business, under the oversight and review of the board. under this structure, the  cotb  and ceo chairs board meetings, where the board discusses strategic and business issues. the board believes that this approach makes sense because the ceo is the individual with primary responsibility for implementing the company's strategy and managing its day-to-day operations. this structure also enables the ceo to act as a bridge between management and the board, helping both to act with a common purpose. at the same time, the board believes that strong, independent board leadership is a critical aspect of effective corporate governance. accordingly, to provide independent leadership, the board has established the position of lead director. the lead director is an independent director elected annually by the independent directors. john puerner currently serves as the lead director. the lead director's responsibilities and authority include: presiding at meetings of the board at which the  cotb  and ceo is not present, including executive sessions of the independent directors; having the authority to call executive sessions of the independent directors; serving as a liaison between the  cotb  and ceo and the independent directors; advising on the flow of information sent to the board, and reviewing the agenda, materials and schedule for board meetings; and being available for consultation and communication with major shareholders, as appropriate. the board believes that a combined  cotb / ceo  , together with a lead director, is the most appropriate leadership structure for the board at this time. the board also believes that it is in the best interests of the company for the board to make a determination about whether to separate or combine the roles of  cotb  and ceo based upon the company's circumstances at a particular time. the company's bylaws permit the roles of  cotb  and ceo to be filled by the same or different individuals, thereby providing the board flexibility to determine whether the roles should be combined or separated based upon the company's needs from time to time. if a nominee for director who is an incumbent director does not receive the vote of at least a majority of the votes cast in an uncontested election at any meeting for the election of directors at which a quorum is present, the director will promptly tender his or her resignation to the board. for purposes of this corporate governance guideline, a majority of votes cast means that the number of votes cast for a director's election exceeds 50% of the number of votes cast with respect to that director's election. votes cast include votes to withhold authority in each case and exclude abstentions with respect to that director's election. the nominating and corporate governance committee will make a recommendation to the board as to whether to accept or reject the tendered resignation, or whether other action should be taken. the board will act on the tendered resignation, taking into account the nominating and corporate governance committee's recommendation, and publicly disclose (by a press release, a filing with the securities and exchange commission or other broadly disseminated means of communication) its decision regarding the tendered resignation and the rationale behind the decision within 90 days from the date of the certification of the election results. the nominating and corporate governance committee in making its recommendation, and the board in making its decision, may each consider any factors or other information that it considers appropriate and relevant. the director who tenders his or her resignation will not participate in the recommendation of the nominating and corporate governance committee or the decision of the board with respect to his or her resignation. ",1
1815,1415277,2010,"our independent directors have established a policy to meet separately from the other directors in executive sessions at such times as may be deemed appropriate by our independent directors. any independent director may call an executive session of independent directors at any time. in 2013, the independent directors met in an executive session seven times.",0
1816,1415336,2012,"board leadership structure our bylaws provide our board of directors with flexibility to combine or separate the positions of cotb and CEO in accordance with its determination that utilizing one or the other structure would be in the best interests of our company. at the current time, we do not have a cotb . our board believes that oversight of our company is the responsibility of our board as a whole, and this responsibility can be properly discharged without a cotb . our CEO facilitates communications between members of our board and works with management in the preparation of the agenda for each board meeting. all of our directors are encouraged to make suggestions for board agenda items or pre-meeting materials. our board of directors has concluded that our current leadership structure is appropriate at this time. however, our board of directors will continue to periodically review our leadership structure and may make such changes in the future as it deems appropriate. ",0
1817,1415624,2014,"the board is divided into three classes. each class consists of, as closely as possible, one-third of the total number of directors, and each class has a three-year term. vacancies on the board may be filled only by persons elected by a majority of the remaining directors. a director elected by the board to fill a vacancy in a class, including vacancies created by an increase in the number of directors, shall serve for the remainder of the full term of that class and until the director's successor is duly elected and qualified. the term of the class i directors expires at the 2014 annual meeting. the term of the class ii directors expires at the 2015 annual meeting of stockholders and the term of the class iii directors expires at the 2016 annual meeting of stockholders. one of our class iii directors, shawn carolan, has informed us that he will resign from the board effective immediately prior to the 2014 annual meeting. our bylaws provide that the number of directors shall be fixed from time-to-time by the board and is currently fixed at nine members and will be fixed at eight members upon mr. carolan's resignation. there are three directors in the class whose term of office expires in 2014. the board is currently chaired by the president and ceo of the company, mr. kadambi. the company does not have a lead independent director. the company believes that, at this time, combining the positions of ceo and  cotb  helps to ensure that the board and management act with a common purpose. the company believes that combining the positions of ceo and  cotb  facilitates the development and implementation of strategy and provides a single, clear chain of command to execute the company's strategic initiatives and business plans. in addition, the company believes that a combined  ceo / cotb  is better positioned to act as a bridge between management and the board, facilitating the regular flow of information and providing valuable insight into the day-to-day operations of the company. the company also believes that it is advantageous to have a  cotb  with an extensive history with, and knowledge of, the company (as is the case with our  ceo ).",1
1818,1416792,2014,"leadership structure of the board our amended and restated bylaws and corporate governance guidelines provide our board of directors with flexibility to combine or separate the positions of  COTB  and CEO and/or the implementation of a lead director in accordance with its determination that utilizing one or the other structure would be in the best interests of our company. dr. scott rocklage currently serves as the  COTB  of our board of directors. in that role, dr. rocklage presides over the executive sessions of the board of directors in which mr. orwin does not participate and serves as a liaison to mr. orwin and management on behalf of the board of directors. in april 2014, in connection with the expiration of dr. rocklage's term as a director, our board of directors appointed mr. spiegelman to serve as  COTB , subject to election by our stockholders at the 2014 annual meeting and effective immediately following the 2014 annual meeting. our board of directors has concluded that our current leadership structure is appropriate at this time. however, our board of directors will continue to periodically review our leadership structure and may make such changes in the future as it deems appropriate. ",1
1819,1418135,2010,"the chairman of the board and ceo titles are held by different persons. mr. sanders, as chairman of the board, is also the lead independent director. mr. young is our ceo. in 2008 the company was spun- off by cadbury and became a stand- alone operation. at that time it was decided to separate the chairman and ceo position. most important among the considerations was that separation of the chairman and ceo positions allowed our ceo to direct his energy towards operational issues and the chairman could focus on governance and other related issues of our new publicly held company. at this time, the company believes that separating the chairman and ceo positions enhances the independence of the board, provides independent business counsel for our ceo, and facilitates the discussion among board members. the board has overall responsibility for oversight of risk and has delegated the responsibility for the process to the audit committee. the company is responsible for management of risk and has formed an enterprise risk management committee, which reports to the audit committee at each regularly scheduled meeting. the audit committee reports on risk to the board",0
1820,1418862,2012,"our board of directors currently consists of our president and  ceo , fred cannon, and six non-management directors. our board of directors does not currently have a separately designated  cotb . mr. whitlock currently serves as our lead director and is generally responsible for directing the meetings of our board of directors. the board has no policy requiring that the positions of the  cotb  and the ceo be separate or that they be occupied by the same individual. the board of directors believes that this issue is properly addressed as part of the succession planning process and that it is in the best interests of the company for the board to make a determination when it elects a new ceo or at other times when consideration may be warranted by the circumstances. we believe our current board leadership structure contributes to the effectiveness of the board as a whole by, among other things, enhancing the independent and objective assessment of risk by the board, freeing our president and ceo to focus on company operations instead of board administration and increasing the independent oversight of the company. as a result, we believe this is the most appropriate structure for us at the present time. ",0
1821,1418862,2012,"our board of directors currently consists of our president and CEO , fred cannon, and seven non-management directors. our board of directors does not currently have a separately designated cotb . mr. whitlock currently serves as our lead director and is generally responsible for directing the meetings of our board of directors. the board has no policy requiring that the positions of the cotb and the CEO be separate or that they be occupied by the same individual. the board of directors believes that this issue is properly addressed as part of the succession planning process and that it is in the best interests of the company for the board to make a determination when it elects a new CEO or at other times when consideration may be warranted by the circumstances. we believe our current board leadership structure contributes to the effectiveness of the board as a whole by, among other things, enhancing the independent and objective assessment of risk by the board, freeing our president and CEO to focus on company operations instead of board administration and increasing the independent oversight of the company. as a result, we believe this is the most appropriate structure for us at the present time. - 11 - ",0
1822,1419521,2016,"the board recognizes that one of its key responsibilities is to evaluate and determine its optimal leadership structure so as to provide independent oversight of management. the board understands that there is no single, generally accepted approach to providing board leadership and the right board leadership structure may vary as circumstances warrant. consistent with this understanding, our independent directors consider the board's leadership structure on an annual basis. the board of directors will annually elect a  cotb , who may or may not be the ceo of our company. if the individual elected as  cotb  is our  ceo , the board of directors shall also elect a lead independent director. michael r. hough has served as our  cotb  and ceo since our formation in 2007 and is involved in both our day-to-day operations and the strategic decision making at the board level. based on its most recent review of our leadership structure, the board continues to believe that this leadership structure is optimal for us because it provides our company with strong and consistent leadership. the board believes that having one leader serving as both  cotb  and ceo provides us with decisive and effective leadership. in considering its leadership structure, the board has taken a number of factors into account. the board, which consists of a majority of independent directors, exercises a strong, independent oversight function. this oversight function is enhanced by the fact that all of the board's committees audit and compensation and governance committees are comprised entirely of independent directors. further, as specified in our corporate governance guidelines (and as discussed in greater detail below), the board has designated one of its independent directors as the lead independent director, with significant responsibilities. a number of board and committee processes and procedures, including regular executive sessions of non-management directors and a regular review of our manager's performance, provide substantial independent oversight of our management's performance. finally, under our bylaws and corporate governance guidelines, the board has the ability to change its structure, should that be deemed appropriate and in the best interest of our company and our shareholders. the board believes that these factors provide the appropriate balance between the authority of those who oversee our company and those who manage it on a day-to-day basis. the  cotb  presides at all meetings of the shareholders and of the board as a whole. the  cotb  performs such other duties, and exercises such powers, as from time to time shall be prescribed in our bylaws or by the board of directors. as discussed below, the lead independent director performs such duties as may be specified by the board and outlined in the charter of the lead independent director.",1
1823,1420850,2013,"our board of directors believes that it should maintain flexibility to select a  cotb  and determine board leadership structure from time to time. our board of directors does not have a policy on whether the role of the  cotb  and ceo should be separate and believes that it is currently in the best interest of our company and our stockholders for mr. dorsey to serve in both roles, in light of his knowledge of our company and our industry. this also enables mr. dorsey to act as the key link between the board of directors and other members of management. his ability to speak as  cotb  and ceo also provides strong unified leadership for our company. to help assure effective independent oversight, our board of directors appointed mr. maudlin to serve as our lead independent director. in this role, mr. maudlin, among other responsibilities, presides over regularly scheduled meetings at which only our independent directors are present, serves as a liaison between the  cotb  and the independent directors, assists the board in helping to assure effective corporate governance and performs such additional duties as our board of directors may otherwise determine and delegate. our board of directors oversees the management of risks inherent in the operation of our business and the implementation of our business strategies. our board of directors performs this oversight role by using several different levels of review. in connection with its reviews of the operations and corporate functions of our company, our board of directors addresses the primary risks associated with those operations and corporate functions. in addition, our board of directors reviews the risks associated with our company's business strategies periodically throughout the year as part of its consideration of undertaking any such business strategies. each of our board committees also oversees the management of our company's risk that falls within the committees' respective areas of responsibility. in performing this function, each committee has full access to management, as well as the ability to engage advisors. our chief financial officer reports to the audit committee and is responsible for identifying, evaluating and implementing risk management controls and methodologies to address any identified risks. in connection with its risk management role, our audit committee meets privately with representatives from our independent registered public accounting firm and our chief financial officer. the audit committee oversees the operation of our risk management program, including the identification of the primary risks associated with our business and periodic updates to such risks, and reports to our board of directors regarding these activities.",1
1824,1422862,2011,"since june 2006, the board has maintained a leadership structure that separates the role of the  cotb  and the  ceo . the board adopted this structure to promote decision-making and governance independent of that of our management and to better perform the board monitoring and evaluation functions. the separation of roles also allows our ceo to focus on the operations and strategic planning of the company and our independent  cotb  to devote his time to ensuring the board remains focused on the company's long-term strategic plans, developing board agendas, working with company management to ensure the board has timely and adequate information and coordinating board committee activities. the board recognizes the time, effort and energy that the ceo is required to devote to his position in the current business environment, as well as the commitment required to serve as our  cotb , particularly as the board's oversight responsibilities continue to expand. the board believes, due to the continued leadership and experience provided by these two individuals, that having separate positions is the appropriate leadership structure for the company at this time and demonstrates our commitment to good corporate governance. ",0
1825,1423689,2013,"our board is currently comprised of five independent directors and four affiliated directors, messrs. wilkus, erickson and flax and dr. puryear. mr. wilkus has served as our chair and ceo since our incorporation in january 2008. we believe that combining the positions of chair and ceo is the best corporate governance leadership structure for us at this time because it permits clear accountability, effective decision-making and alignment on corporate strategy. the approval of the amendment to the certificate of incorporation requires the affirmative vote by the holders of a majority of all shares of our common stock entitled to vote generally in the election of directors at the annual meeting. this proposal is considered a non-routine proposal and as such, brokers will not have discretionary authority to vote on this proposal if you hold your shares of common stock in street name and do not provide voting instructions to your broker. abstentions and broker non-votes have the same effect as voting against the proposal. the board of directors believes that the proposal is in our best interests and in the best interests of the stockholders and has unanimously approved the amendment to the certificate of incorporation. the board of directors recommends a vote ",1
1826,1424454,2010,"we separate the roles of ceo and  cotb  in recognition of the differences between the two roles. the ceo is responsible for setting the strategic direction for the company and the day-to-day leadership and performance of the company, while the  cotb  provides guidance to the ceo and sets the agenda for board meetings and presides over meetings of the full board. we also believe that separation of the positions reinforces the independence of the board of directors in its oversight of the business and affairs of the company, and creates an environment that is more conducive to objective evaluation and oversight of management's performance, increasing management accountability and improving the ability of the board of directors to monitor whether management's actions are in the best interests of the company and its stockholders. mr. ludwick, our  cotb , is independent and presides at all executive sessions of non-management directors.",0
1827,1424847,2011," the board believes that independent oversight of management is an important component of an effective board of directors. the board has determined that the most effective board leadership structure for the company at the present time is for the ceo to serve as  cotb . mr. kessler has served as the  cotb  and ceo of ust inc. prior to joining the company as president and ceo in september 2010, and was appointed the company's  cotb  on january 1, 2011. he is the director most familiar with both the tobacco industry and the company's strategic priorities. the board believes that mr. kessler is best situated to serve as  cotb  given his background and experience and the combined role promotes clear accountability, effective decision making and efficient communication and execution of corporate strategy. the board retains the authority to modify this structure to best address the company's unique circumstances and the best interests of our shareholders, as necessary and appropriate. the board believes that its existing corporate governance policies and practices provide independent oversight and accountability of management. the company's corporate governance guidelines and committee charters provide for a number of processes and practices, including the appointment of a lead independent director, executive sessions of the independent directors without management at each regular board meeting; a supermajority of independent directors exceeding the nyse listing standards; and an audit committee, compensation committee and nominating and corporate governance committee comprised exclusively of independent directors.",1
1828,1424929,2016,"our board is currently comprised of seven members, four of whom are independent and one of whom is an officer of our company. the board believes its current leadership structure best serves the interest of the stockholders. the board does not have a policy as to whether the  cotb  should be an independent director, but when the  cotb  is not an independent director the independent directors appoint a lead independent director. mr. sabo is our  cotb  and leads our board. he presides at all meetings of stockholders and the board. mr. enterline, as  ceo , has general charge and management of the affairs, property and business of the corporation, under the oversight, and subject to the review and direction, of the board. the separation of the roles of ceo and the  cotb  allows the ceo to focus primarily on leading the day to day operations of the company while the  cotb  can focus on leading the board in its consideration of strategic issues and monitoring corporate governance, community relations and stockholder issues. we also have a lead independent director, mr. mendenhall. mr. mendenhall, in his role as a lead independent director, chairs executive sessions of the independent directors, and if appropriate is available for consultation with stockholders.",0
1829,1426800,2013,"the board has appointed myron holubiak to serve as the lead independent director of the board. the lead independent director has the duty and responsibility of serving as a liaison between the non-management board members and dr. ellison. the board believes the combined role of  cotb  and  ceo , together with an independent lead director acting as a liaison, is in the best interest of stockholders at this time because it provides the appropriate balance between strategic development and independent oversight of management.",0
1830,1427925,2017,"our board of directors has a  cotb , mr. adams since february 2013, and mr. schreck, who served in that role since 2005 until his resignation in february 2013, who has authority, among other things, to preside over board meetings, including meetings of the independent directors. accordingly, the  cotb  has substantial ability to shape the work of our board. the company believes that separation of the roles of  cotb  and ceo reinforces the independence of our board in its oversight of the business and affairs of the company. however, no single leadership model is right for all companies and at all times. our board recognizes that depending on the circumstances, other leadership models, such as combining the role of  cotb  with the role of  ceo , might be appropriate. accordingly, the board may periodically review its leadership structure.",0
1831,1428156,2010,"the board is composed of seven independent directors and ms. ordo ez, our  ceo . one of our independent directors, mr. green, serves as our non-executive  cotb . each of the board's standing committees is composed of independent directors. the board believes that its largely independent membership provides useful oversight and allows the board to fulfill its duties effectively. with respect to the  cotb  and ceo positions, the board believes that it is presently beneficial to the company to have those roles separated our bylaws require that each director be elected by the affirmative vote of a majority of the votes cast with respect to such director in uncontested elections such as this one (the number of shares voted for a director nominee must exceed the number of votes cast against that nominee). in a contested election, the standard for election of directors would be the affirmative vote of a plurality of the votes cast by the shares represented in person or by proxy at any such meeting and entitled to vote on the election of directors. a contested election is one in which the board of directors has determined that the number of nominees exceeds the number of directors to be elected at the meeting and has not rescinded this determination by the record date for the meeting as initially announced. if a nominee who is serving as a director is not elected at the annual meeting, under delaware law the director would continue to serve on the board of directors as a holdover director until his or her successor is elected and qualified, or until his or her earlier resignation or removal pursuant to our bylaws. in accordance with our board policy regarding majority voting, our board of directors expects each incumbent director who is nominated for re-election to resign from the board of directors if he or she fails to receive the required number of votes for re-election in accordance with our bylaws and the board of directors or a duly authorized committee of the board of directors determines to accept such resignation. this policy provides that, in considering whether to nominate any incumbent director for re-election, the board of directors will take into account whether the director has tendered an irrevocable resignation that will be effective upon the board of directors acceptance of such resignation in the event the director fails to receive the required vote to be re-elected. in the case of a proposed nominee who is not an incumbent director, the board of directors will take into account whether the individual has agreed to tender such a resignation prior to being nominated for re-election. if a nominee who is an incumbent director does not receive the required vote for re-election, the nominating and corporate governance committee or another committee of the board will decide whether to accept or reject such director's resignation (if the director has tendered such a resignation), or whether to take other action, within 90 days after the date of the certification of the election results. the committee's decision will be publicly disclosed in a filing with the sec. if a nominee who was not already serving as a director fails to receive the required votes to be elected at the annual meeting, he or she will not become a member of the board. all director nominees are currently serving on the board, and each nominee has submitted an irrevocable resignation of the type described above. the principal occupation and other information about each of the nominees as of april 1, 2010, is provided below. ",0
1832,1428336,2015,"board leadership structure our board of directors is responsible for providing oversight of the affairs of the company. currently, we do not have a cotb of our board of directors. in the absence of a cotb , a majority of the directors present at a meeting of the board of directors may elect one director to preside. currently, mr. kessler, our president and CEO and a member of our board of directors, presides over meetings of our board of directors. six out of the eight directors are independent, which provides effective independent oversight of management. ",0
1833,1429260,2012,"our board of directors has a  cotb , dr. cooper, who has authority, among other things, to call and preside over board meetings to set meeting agendas and to determine materials to be distributed to the board of directors. accordingly, the  cotb  has substantial ability to shape the work of the board of directors. we believe that separation of the positions of  cotb  and ceo reinforces the independence of the board of directors in its oversight of our business and affairs. in addition, we believe that having a separate board  cotb  creates an environment that is more conducive to objective evaluation and oversight of management's performance, increasing management accountability and improving the ability of the board of directors to monitor whether management's actions are in the best interests of us and our stockholders. as a result, we believe that having a separate board  cotb  can enhance the effectiveness of the board of directors as a whole.",0
1834,1430602,2010,"kenneth w. lowe serves as both the  cotb  of the company's board of directors and as its president and  ceo . the board of directors has also appointed a lead director, nicholas b. paumgarten, who presides at all meetings of the board of directors at which the  cotb  is not present, including executive sessions of the independent directors. the lead director also serves as a liaison between the  cotb , president and ceo and the independent directors, which includes sharing with the  cotb , president and ceo such observations, comments or concerns as he and the other independent directors deem appropriate, reviews with the  cotb , president and ceo matters to be presented to the board of directors, including meeting agendas, and has the authority to call meetings of the independent directors. the company's enterprise risk issues are reviewed by the audit committee, which reports on such issues to the board of directors based on periodic reports from management. the  cotb , president and  ceo 's performance is reviewed annually by the compensation committee, which reports such determinations to the board of directors. the company deems this leadership structure appropriate as it promotes efficiency in communications between the  cotb , president and ceo and the board of directors while monitoring effective independent board oversight over the  ceo . ",1
1835,1430602,2012,"kenneth w. lowe serves as both the  cotb  of the company's board of directors and as its president and  ceo . the board of directors has also appointed a lead director, nicholas b. paumgarten, who presides at all meetings of the board of directors at which the  cotb  is not present, including executive sessions of the independent directors. the lead director also serves as a liaison between the  cotb  and the independent directors, which includes sharing with the ceo such observations, comments or concerns as he and the other independent directors deem appropriate, reviews with the  cotb  matters to be presented to the board of directors, including meeting agendas and has the authority to call meetings of the independent directors. the company's enterprise risk issues are reviewed by the audit committee, which reports on such issues to the board of directors based on periodic reports from management. the  ceo 's performance is reviewed annually by the compensation committee, which reports such determinations to the board of directors. the company deems this leadership structure appropriate as it promotes efficiency in communications between the ceo and the board of directors while monitoring effective independent board oversight over the  ceo .",1
1836,1431897,2013,"the positions of  cotb  and ceo are separated. our board of directors believes that separating these positions allows our ceo to focus on our day-to-day business, while allowing the  cotb  to lead the board of directors in its fundamental roles of providing advice to and independent oversight of management. our board of directors recognizes the time, effort and energy that the ceo is required to devote to his position in the current business environment, as well as the commitment required to serve as our  cotb . while our bylaws and corporate governance guidelines do not require that our  cotb  and ceo positions be separate, our board of directors believes that having separate positions is the appropriate leadership structure for us at this time. management is responsible for the day-to-day management of risks we face, while our board of directors, as a whole and through its committees, has responsibility for the oversight of risk management. in its risk oversight role, our board of directors has the responsibility to satisfy itself that the risk management processes designed and implemented by management are adequate and functioning as designed. the board of directors role in overseeing the management of our risks is conducted primarily through its committees, as discussed in the descriptions of each of the committees below and as specified in each committee's respective charter. the board of directors (or the appropriate board committee in the case of risks that are under the purview of a particular committee) discusses with management potential risk exposures, their potential impact on our company and the steps we take to manage them. when a board committee is responsible for evaluating and overseeing the management of a particular risk or risks, the  cotb  of the relevant committee will report on the discussion to the full board of directors. this enables the board of directors and its committees to coordinate the risk oversight role, particularly with respect to risk interrelationships.",0
1837,1434620,2014," risk assessment and management is an integral part of our board of director and committee deliberations throughout the year. our board of directors' role primarily is oversight of the risk management processes implemented by our management team. this role is performed through the board committees as well as the board of directors as a whole. the audit committee annually reviews an assessment prepared by management of the critical risks facing ilg, their relative magnitude and management's actions to mitigate these risks. the audit committee also monitors risks related to investments and liquidity, financial covenants and related party transactions. the compensation committee reviews risks relating to our compensation practices as described below under 'compensation risk analysis.' the results of these reviews are discussed with the entire board of directors which also reviews overall strategic and operational risks. we believe these risk oversight functions allow our directors to make well-informed decisions and increase the effectiveness of our leadership structure. the roles of the board of directors and its committees in the risk oversight process have not affected the board leadership structure. ",1
1838,1434621,2013,"for the vote on the election of director nominees, you may vote in favor of all nominees, withhold votes as to all nominees or vote in favor of and withhold votes as to specific nominees. the election of each of neal dermer, peter horan, w. mac lackey, douglas lebda, joseph levin and steven ozonian as directors requires the affirmative vote of a plurality of the total number of votes cast by the holders of shares of our common stock. our board of directors recommends that stockholders vote for the election of each of its nominees for director named above. mr. lebda serves as our ceo and  cotb  of our board of directors. mr. lebda is the founder of the company and has served as our ceo and  cotb  of our board of directors since our august 2008 spin-off from iac/interactivecorp. our board of directors believes that it is important to have a unified leadership vision which mr. lebda is uniquely positioned to provide. our board of directors also believes that the company is best served by a  cotb  who is actively involved with the company and is therefore able to bring a great depth of knowledge about the company to the role. our board of directors does not currently have a designated lead independent director. our board of directors believes that the appointment of a designated lead independent director is not necessary at this time because of the company's small size and because the independent directors play an active role in matters of our board of directors.",1
1839,1434842,2012,"since the founding of the company in april 2008, mr. crisp has served as both the CEO and the cotb and mr. forbes has served as both the chief operating officer and a director. mr. crisp and mr. forbes both played a key role in the founding of the company and are critically involved in the day-to-day operations of the company. we believe that the optimal leadership structure for the company is to have these founders and executive officers assume roles on the board, including cotb , in the case of mr. crisp. we believe that this structure will avoid duplication of efforts and provide clear leadership for the company. as a result of the company's common stock being listed on the nasdaq global market on august 16, 2011, the board of directors applies nasdaq rules when determining director independence. the board has determined that dale w. bossert, travis h. burris and william w. sherrill are independent directors as defined by nasdaq. the company's securities are listed on the tsx, which employs a different definition of independence than nasdaq. the board has determined that messrs. bossert, burris and sherrill are also independent under the rules of the tsx. john e. crisp and charles c. forbes, jr. are not independent directors as each of such directors are executive officers of the company and have interests in certain related party transactions that are described in the section certain relationship and related transactions below. ms. forbes also has interest in certain related party transactions described below and for that reason is not considered an independent director with regard to nasdaq and the tsx. although john e. crisp, the cotb , is not an independent director, william w. sherrill, the lead independent director, is independent. the primary responsibility of the lead independent director is to provide independent leadership. at present, as noted above, fifty percent (50%) of our directors are independent as defined by nasdaq. we have a one year grace period to comply with the nasdaq requirement that a majority of directors on our board be independent under nasdaq rules. we plan to comply with this requirement by adding a new independent director to the board prior to august 16, 2012. ",0
1840,1436126,2013,"under our corporate governance guidelines, the board does not have a policy on whether or not the roles of the  cotb  and  ceo , or ceo , should be separate or combined. the board believes it should be free to determine what is best for the company at a given point in time. we have not separated the roles of  cotb  and ceo , with the company's founder and 44% shareholder, dr. vahaviolos, serving in that dual role. the independent directors believe that the company's current model of the combined  cotb / ceo  role in conjunction with the lead director position is the appropriate leadership structure for mistras at this time. the board believes the combined role of  cotb  and ceo is an effective structure for the board to understand the risks associated with the company's strategic plans and objectives, particularly in light of dr. vahaviolos 44% ownership, his history as our founder and his stature in and knowledge of the asset integrity management and non-destructive testing, or ndt, industry. additionally, maintaining an independent board with a lead director permits open discussion and assessment of our ability to manage these risks. the following contains the background, experience and other information about the nominees. following each nominee's biographical information, we have provided information concerning the particular experience, qualifications, attributes and/or skills that contributed to the determination by the corporate governance committee and the board that the nominee should serve as a director. in addition, a majority of our independent directors serve or have served on boards and board committees (including, in many cases, as committee chairs) of other public companies, which we believe provides them with additional board leadership and governance experience, exposure to best practices, and substantial knowledge and skills that further enhance the functioning of our board. in addition, messrs. dickinson, forese, lange and stamatakis and dr. vahaviolos have been on our board for over eight years and have a wealth of knowledge about our business, industry and corporate culture that provides great value to the functioning and decision making of the board. the board believes that the vast skills, leadership, business experience and success mr. stamatakis has demonstrated as a founder and leader of a successful services business provides the board with important skills, knowledge, and experience, particularly the experience and knowledge gained from starting and leading a business. mr. stamatakis also provides the board with knowledge of employee benefits and related matters and with strategic and leadership skills as a founder, president and ceo and of a business enterprise and as a board member of numerous not-for-profit and for-profit organizations, some of which are very significant in size and scope. ",1
1841,1436304,2015,"leadership structure of the board our bylaws and corporate governance guidelines provide our board with flexibility to combine or separate the positions of  COTB  and CEO and/or the implementation of a lead director in accordance with its determination that utilizing one or the other structure would be in the best interests of our company. at the current time, we do not have a  COTB . our board believes that oversight of our company is the responsibility of our board as a whole, and this responsibility can be properly discharged without a  COTB . our president and  CEO , mr. leonard, facilitates communications between members of our board and works with management in the preparation of the agenda for each board meeting. all of our directors are encouraged to make suggestions for board agenda items or pre-meeting materials. dennis fenton, ph.d. currently serves as the lead independent director of the board. in his role as lead independent director, dr. fenton presides over the executive sessions of the board in which mr. leonard does not participate and serves as a liaison to mr. leonard and management on behalf of the independent members of the board. our board has concluded that our current leadership structure is appropriate at this time. however, our board will continue to periodically review our leadership structure and may make such changes in the future as it deems appropriate. ",1
1842,1437578,2016,". under our corporate governance guidelines, our board may select a  cotb  at any time, who may also be an executive officer of the company. the board has currently chosen to separate the roles of  cotb  and  ceo . linda mason, our current non-executive  cotb , co-founded bright horizons in 1986 and served as director and president from 1986 to 1998 and as director and  cotb  since 1998. the board believes that the separate roles of ms. mason and mr. lissy, our  ceo , are in the best interest of bright horizons and its stockholders. ms. mason has wide-ranging, in-depth knowledge of our business arising from her many years of service to bright horizons and, as a result, provides effective leadership for the board and support for mr. lissy and other management. the structure permits mr. lissy to devote his attention to leading bright horizons and focusing on our business strategy. ",0
1843,1438133,2014,"we currently have nine members of our board of directors. under our charter and bylaws, our board is divided into three classes, as follows: class i, which consists of kim d. blickenstaff, howard e. greene, jr. and christopher j. twomey, whose terms will expire at the annual meeting; class ii, which consists of dick p. allen, edward l. cahill and lonnie m. smith, whose terms will expire at our 2015 annual meeting of stockholders; and class iii, which consists of fred e. cohen, douglas a. roeder and jesse i. treu, whose terms expire at our 2016 annual meeting of stockholders. upon the expiration of the initial term of office for each class of directors, each director in such class shall be elected for a term of three years and serve until a successor is duly elected and qualified or until his or her earlier death, resignation or removal. directors may only be removed with cause by the affirmative vote of a majority of the shares then entitled to vote upon an election of directors. because only one-third of our directors will be elected at each annual meeting of stockholders, two consecutive annual meetings of stockholders could be required for the stockholders to change a majority of our board of directors. any additional directorships resulting from an increase in the number of directors or a vacancy may be filled by the directors then in office. tandem diabetes care, inc. tandem diabetes care, inc. tandem diabetes care, inc. tandem diabetes care, inc. the positions of  cotb  and ceo are presently separated. we believe that separating these positions allows our ceo to focus on our day-to-day business, while allowing the  cotb  to lead our board of directors in its fundamental role of providing advice to and independent oversight of management. our board of directors recognizes the time, effort and energy that the ceo is required to devote to his position in the current business environment, as well as the commitment required to serve as our  cotb , particularly as our board of directors oversight responsibilities continue to grow. while our amended and restated bylaws and corporate governance principles do not require that our  cotb  and ceo positions be separate, our board of directors believes that having separate positions is the appropriate leadership structure for us at this time and demonstrates our commitment to good corporate governance.",0
1844,1438533,2014,"our bylaws provide our board of directors with flexibility to combine or separate the positions of cotb and CEO in accordance with its determination that utilizing one or the other structure would be in our best interests. at the current time, we do not have a cotb . our board of directors believes that oversight of our company is the responsibility of our board of directors as a whole, and this responsibility can be properly discharged without a cotb . our CEO , mr. shkreli, facilitates communications between members of our board of directors and works with our senior management in the preparation of the agenda for each board meeting. all of our directors are encouraged to make suggestions for board of director's agenda items or pre-meeting materials. our board of directors has concluded that our current leadership structure is appropriate at this time. however, our board of directors will continue to periodically review our leadership structure and may make such changes in the future as it deems appropriate. the board of directors believes it is in the best interest of the company and the stockholders to maintain the availability of long term equity based incentive compensation awards and to reduce the overall dilutive effect of such awards. the plan accomplishes these goals, while providing the flexibility needed to meet the company's future compensation needs. the following summary of certain features of the plan is qualified in its entirety by reference to the full text of the plan, which is attached to this proxy statement as exhibit a.",0
1845,1439222,2014,"under rule 5605(a)(2) of the nasdaq listing rules, a director will only qualify as an independent director if, in the opinion of our board of directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. in order to be considered independent for purposes of rule 10a-3 of the exchange act, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee, the board of directors, or any other board committee, accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the listed company or any of its subsidiaries or otherwise be an affiliated person of the listed company or any of its subsidiaries. ",0
1846,1441236,2014,"the board has elected to appoint one of its independent members to serve as chair. our chair, boh a. dickey, acts as the lead independent director and, among other responsibilities, provides an independent contact to allow the other directors to communicate their views and concerns to management as well as presides over non-management executive sessions of board meetings. we adopted this structure because we appointed a new ceo in connection with the retirement of our previous ceo on december 31, 2012, and our board believes that an independent chair with prior corporate governance experience combined with a president and ceo who manages the day-to-day operations of our company while also serving as a director, provides our board with an optimal balance in terms of leadership structure at this point in time. clearwater paper corporation 2014 in the future, the board may elect to have the role of board chair and ceo performed by the same person, as many companies in our industry do. if we were to adopt that structure, the board would appoint one of its independent members to serve as vice chair, who would act as the lead independent director and, among other responsibilities, provide an independent contact to allow the other directors to communicate their views, and concerns to management as well as preside over executive sessions of board meetings. clearwater paper corporation 2014 ",0
1847,1441693,2014,"our board of directors currently consists of ten members. in accordance with our amended and restated certificate of incorporation and amended and restated bylaws, our board of directors has been divided into three classes with staggered three-year terms. at each annual general meeting of stockholders, the successors to directors whose terms then expire will be elected to serve from the time of election and qualification until the third annual meeting following election. our current directors have been divided among the three classes as follows: the class i directors are ranjeet bhatia, lawrence hough and joseph hudson and their terms will expire at the next annual general meeting of stockholders to be held on may 29, 2014; the class ii directors are timothy fogarty, les lyman, richard rominger and shaugn stanley and their terms will expire at the annual general meeting of stockholders to be held in 2015; and the class iii directors are dr. pamela contag, elin miller and dr. pamela g. marrone and their terms will expire at the annual general meeting of stockholders to be held in 2016. in connection with the annual meeting of our stockholders to be held on may 29, 2014, we intend to re-designate mr. lyman and dr. marrone as class i directors and reduce the size of our board to seven. thereafter, we will have two authorized class i directors, three class ii directors and two class iii directors. the board currently separates the role of  cotb  and  ceo , with ms. marrone serving as ceo and ms. miller serving as  cotb . the board believes that separating these two roles promotes balance between the board's independent authority to oversee our business and the ceo and our management team, which manages the business on a day-to-day basis. the current separation of the  cotb  and ceo roles allows the ceo to focus her time and energies on operating and managing the company and leverages the experience and perspectives of the  cotb . while the board has not appointed a lead independent director, the board maintains effective independent oversight through a number of governance practices, including our strong committee system, open and direct communication with management, input on meeting agendas, and regular executive sessions. in addition, the board has established the following procedures for selecting the presiding director during the executive sessions of the board. the presiding director will be (i) the  cotb  or (ii) another director appointed by the independent directors. in fiscal year 2013, ms. miller, our  cotb , presided at each of the executive sessions of our board.",0
1848,1442145,2012," frank j. coyne serves as both our ceo and the  cotb  of our board of directors. we believe combining the role of  cotb  and ceo is appropriate for our board because mr. coyne can lend his familiarity with our business strategy and our industry to the leadership of the board. we also believe the combined role of  cotb  and ceo facilitates the flow of information between the board and management and helps promote effective corporate governance. we have also taken steps to ensure that our board effectively carries out its responsibility for independent oversight by establishing the role of presiding director. john f. lehman, jr. is currently the presiding director. the presiding director's duties and authority, set forth in our corporate governance guidelines, include calling and leading independent, non-employee director sessions. the presiding director role rotates annually among the chairs of the audit committee, compensation committee, nominating and corporate governance committee, and finance and investment committee. ",1
1849,1442505,2011," our board of directors is led by the  cotb . this role is currently occupied by john stanton who is serving as our interim  ceo , which the board of directors has determined is in the best interest of the company's stockholders at this time. the board has not appointed a lead independent director. the board anticipates hiring a permanent ceo who will not serve as  cotb  in order to maintain a measure of independence between the oversight function of our board and the day to day operating decisions, however, the board of directors does not have a formal policy regarding the separation of the roles of ceo and  cotb  as the board of directors believes it is in the best interests of the company to make the determination regarding how to fulfill these functions based on the position and direction of the company and the membership of the board of directors at the pertinent time. the board does not believe that its role in risk oversight has an impact on the board's leadership structure. ",0
1850,1443646,2011,"leadership structure as noted in our corporate governance guidelines, the board has no policy with respect to the separation of the offices of  COTB  and  CEO . the board believes that it is important to retain its flexibility to allocate the responsibilities of the offices of the  COTB  and CEO in any way that is in the best interests of the company at a given point in time. dr. shrader currently serves as both our  COTB  and  CEO . ",0
1851,1443646,2012,"the company currently has ten directors divided into three classes: four in class i, three in class ii and three in class iii. the terms of office of the three class ii directors expire at the 2012 annual meeting of stockholders. as noted in our corporate governance guidelines, the board has no policy with respect to the separation of the offices of  cotb  and  ceo . the board believes that it is important to retain its flexibility to allocate the responsibilities of the offices of the  cotb  and ceo in any way that is in the best interests of the company at a given point in time. the board has concluded that it currently is in the best interests of the company for dr. shrader to serve as both our  cotb  and  ceo . the board believes that the combination of these roles enables the effective and efficient execution of the company's strategy by permitting the most senior executive of the company, who has an in-depth understanding of, and is responsible for, the company's operations, with over 38 years of service to the company and more than 40 years of industry experience, to work closely with the board in establishing the overall strategy and direction of the company, and to effectively communicate our strategy to our employees, stockholders, and clients.",1
1852,1443669,2013,"board leadership structure larry lukis is our founder and the chief technology officer, or cto. mr. lukis leads our board of directors in his role as  COTB . our board also has designated sven wehrwein as the lead independent director to complement the  COTB 's role and to serve as the principal liaison between the independent directors and the  COTB . our board of directors believes that its current structure is the appropriate one for proto labs at this time. specifically, our board believes that its current leadership structure provides independent board leadership and engagement while deriving the benefit of having our founder and cto also serve as  COTB . as the individual with primary responsibility for managing proto labs technology and with in-depth knowledge and understanding of proto labs, he is best positioned to chair regular board meetings as the directors discuss key business and strategic issues. coupled with a lead independent director, this combined structure provides independent oversight while avoiding unnecessary confusion regarding the board's oversight responsibilities and the day-to-day management of business operations. our board continues to separately evaluate mr. lukis annually in each of his roles. our board also believes that its lead independent director position effectively balances any risk of concentration of authority that may exist with a combined  COTB /cto position. as lead independent director, mr. wehrwein: presides at all meetings of the board of directors at which the  COTB  is not present, including executive sessions of the independent directors; acts as a key liaison between the  COTB  and the independent directors; conducts the annual performance review of the  CEO , with input from the other independent directors; assists the  COTB  in setting the board agenda and frequency of meetings, in consultation with the committee chairs as applicable; and has the authority to convene meetings of the independent directors at every meeting. ",1
1853,1444598,2011,"we have separated the office of  ceo , held by mr. lazenby, and the position of  cotb , held by mr. bahl. the board of directors has determined that our bifurcated leadership structure is appropriate because it (i) enables mr. lazenby, in his role as  ceo , to focus more directly upon identifying and developing corporate priorities, executing our business plan, providing daily leadership to foster senior management accountability and guiding emdeon's senior management team through the implementation of our strategic initiatives and (ii) allows mr. bahl, in his role as executive  cotb , to fulfill his duties of corporate governance, facilitate the flow of information between the board of directors and management and assist mr. lazenby in overseeing the implementation of our strategic initiatives, including emerging business opportunities.",0
1854,1447051,2017,"the board of directors currently combines the position of  cotb  with the position of  ceo , coupled with a lead independent director to further strengthen the governance structure. the board of directors believes this provides an efficient and effective leadership model for the company. combining the  cotb  and ceo positions fosters clear accountability, effective decision-making, a clear and direct channel of communication from senior management to the full board of directors and alignment on corporate strategy. to further strengthen the leadership of the board of directors, the board selects a lead independent director on an annual basis, currently director richard murakami. the responsibilities of the lead independent director include leading all board meetings of non-management directors. the board of directors believes its administration of its risk oversight function is not affected by the board of directors leadership structure. to assure effective independent oversight, the board has adopted a number of governance practices, including holding executive sessions of the independent directors at least twice a year or more often as needed. in addition, the compensation committee, which consists only of independent directors, evaluates the performance of our  cotb  and ceo and presents its findings to our independent directors.",1
1855,1448893,2014,"our board of directors does not have a policy regarding the separation of the roles of ceo and  cotb  of our board of directors, as our board of directors believes it is in our best interests to make that determination based on the position and direction of the company and the membership of our board of directors. both the  cotb  and ceo positions are currently held by mr. casale. pursuant to our corporate governance guidelines, in the event that the role of  cotb  is held by a member of our management, the independent members of our board of directors may designate one independent director to serve as the lead independent director. mr. spiegel currently serves as our lead independent director. under the terms of our corporate governance guidelines, the lead independent director has broad responsibility and authority, including: organizing and presiding over all meetings of our board of directors at which the  cotb  is not present, including all executive sessions of our non-management and independent directors; serving as the liaison between the  cotb  and the non-management directors; overseeing the information sent to our board of directors by management; approving meeting agendas and schedules for our board of directors; facilitating communication between our board of directors and management; and performing such other duties as requested by our board of directors. our board of directors has determined that having mr. casale serve as both our ceo and the  cotb  of our board of directors, along with a lead independent director, is in the best interests of the company and our shareholders at this time. a number of factors support the leadership structure chosen by our board, including, among others: mr. casale has extensive knowledge of all aspects of us and our business and risks, our industry and our customers, is intimately involved in our day-to-day operations and is best positioned to elevate the most critical business issues for consideration by our board of directors; our board of directors believes having mr. casale serve in both capacities allows him to more effectively execute our strategic initiatives and business plans and confront our challenges; the combined role is both counterbalanced and enhanced by the effective oversight and independence of our board of directors and the independent leadership provided by our lead independent director and independent committee chairs; and our board of directors believes that the appointment of a strong lead independent director and the use of regular executive sessions of the non-management directors, along with the board's strong committee system and all directors being independent except for mr. casale, allow it to maintain effective oversight of management. mark a. casale(9) adolfo f. marzol(10) vijay bhasin(11) william spiegel(12) robert glanville(12) allan levine(13) vipul tandon(14) aditya dutt(15) andrew turnbull(16) roy j. kasmar(17) douglas j. pauls all directors and executive officers as a group (14 persons) represents beneficial ownership of less than 1%. information regarding beneficial ownership of our common shares by pbra (cayman) company and certain related entities is included herein based on a schedule 13d filed with the sec on november 12, 2013, relating to such shares beneficially owned as of such date. consists of (i) 12,063,295 shares held by essent intermediate, l.p. and (ii) 3,534,431 shares held by pine brook essent co-invest, l.p. pbra (cayman) company is the general partner of such entities and therefore may be deemed to have voting or dispositive power over the shares owned by such entities. pbra (cayman) company disclaims beneficial ownership of such shares except to the extent of any indirect pecuniary interest therein. the address for these entities is c/o pine brook road partners llc, 60 east 42nd street, 50th floor, new york, ny 10165. information regarding beneficial ownership of our common shares by commonwealth annuity and life reinsurance company limited ('cwa re') and certain related entities is included herein based on a schedule 13g filed with the sec on february 14, 2014, relating to such shares beneficially owned as of december 31, 2013. cwa re is a wholly owned subsidiary of commonwealth re midco ('midco'), which is a wholly owned subsidiary of global atlantic financial life limited ('gafl'), which is a wholly owned subsidiary of global atlantic financial group limited ('gafg'). by virtue of these relationships, gafg, midco, gafl and certain other wholly owned intermediate holding companies may be deemed to beneficially own the shares held by cwa re. the address for these entities is victoria place, 5th floor, 31 victoria street, hamilton hm10, bermuda. information regarding beneficial ownership of our common shares by soros fund management llc ('sfc llc'), george soros and robert soros is included herein based on a schedule 13g filed with the sec on february 13, 2014, relating to such shares beneficially owned as of december 31, 2013. shares held for the account of valorina llc, a delaware limited liability company ('valorina'), which is wholly owned by and solely managed and controlled by quantum strategic partners ltd., a cayman islands exempted company ('qsp'). sfc llc serves as principal investment manager to qsp. as such, sfm llc has been granted investment discretion over portfolio investments, including these shares, held for the account of valorina. george soros, a u.s. citizen, serves as  cotb  of sfm llc and robert soros, a u.s. citizen (collectively with george soros and sfm llc, the 'sfm persons') serves as president and deputy  cotb  of sfm llc. the principal business address of each of the sfm persons is 888 seventh avenue, 33rd floor, new york, new york 10106. information regarding beneficial ownership of our common shares by the goldman sachs group inc. ('goldman sachs') and certain related entities is included herein based on a schedule 13g filed with the sec on february 14, 2014, relating to such shares beneficially owned as of december 31, 2013. reflects shares beneficially owned by certain operating units (collectively, the 'goldman sachs reporting units') of goldman sachs and its subsidiaries and affiliates (collectively, 'gsg'), and does not reflect securities, if any, beneficially owned by any operating units of gsg whose ownership of securities is disaggregated from that of the goldman sachs reporting units. the goldman sachs reporting units disclaim beneficial ownership of the securities beneficially owned by (i) any client accounts with respect to which the goldman sachs reporting units or their employees have voting or investment discretion or both, or with respect to which there are limits on their voting or investment authority or both and (ii) certain investment entities of which the goldman sachs reporting units act as the general partner, managing general partner or other manager, to the extent interests in such entities are held by persons other than the goldman sachs reporting units. goldman sachs maintains an ownership interests in gafg. goldman sachs does not have the power to vote, to direct the voting of, or to dispose, or to direct the disposition of, gafg's indirectly held interests in the company, and accordingly goldman sachs disclaims beneficial ownership of the company's shares held indirectly by gafg. see footnote 2 for an explanation of gafg's holdings. the address for the goldman sachs reporting units is 200 west street, new york, ny 10282 information regarding beneficial ownership of our common shares by wellington management company, llc ('wellington management') is included herein based on a schedule 13g filed with the sec on february 14, 2014, relating to such shares beneficially owned as of december 31, 2013. reflects shares owned of record by clients of wellington management, in its capacity as investment adviser for such clients. those clients have the right to receive, or the power to direct the receipt of, dividends from, or the proceeds from the sale of, such securities. no such client is known to have such right or power with respect to more than five percent of this class of securities, except ithan creek master investors (cayman) l.p., which beneficially holds 4,687,258 shares. the address for these entities is c/o wellington management company, llp, 280 congress street, boston, ma 02210. information regarding beneficial ownership of our common shares by partnerre ltd ('pre') and certain related entities is included herein based on a schedule 13g filed with the sec on february 12, 2014, relating to such shares beneficially owned as of december 31, 2013. shares held by ppf holdings ii ltd. ('ppf ii'), which is a wholly owned subsidiary of pre. partnerre principal finance inc. ('ppf'), a wholly owned subsidiary of the reporting person, acts as investment advisor for ppf ii. by virtue of these relationships, pre and ppf may be deemed to have voting and dispositive power over the shares held by ppf ii. the address for these entities is wellesley house south, 90 pitts bay road, pembroke hm 08, bermuda. information regarding beneficial ownership of our common shares by renaissancere ventures ltd. ('renaissancere ventures') and certain related entities is included herein based on a schedule 13g filed with the sec on february 11, 2014, relating to such shares beneficially owned as of december 31, 2013. renaissancere ventures is a wholly owned subsidiary of renaissance other investments holdings ii ltd. ('roihl ii'), which in turn is a wholly owned subsidiary of renaissancere holdings ltd. ('renaissancere'). by virtue of these relationships, renaissancere and roihl ii may be deemed to have voting and dispositive power over the shares held by renaissancere ventures. the address for these entities is 12 crow lane, pembroke hm19, bermuda. information regarding beneficial ownership of our common shares by jp morgan chase & co. ('jpm') and certain related entities is included herein based on a schedule 13g filed with the sec on february 11, 2014, relating to such shares beneficially owned as of december 31, 2013. represents shares held by aldermanbury investments limited, j.p. morgan clearing corp. and j.p. morgan whitefriars inc., each of which is a wholly owned subsidiary of jpm. the address for these entities is c/o jpmorgan chase & co., 270 park avenue, new york, ny 10017. the total shares held by mr. casale include (i) 937,500 restricted shares subject to time-based and performance-based vesting, with any shares becoming earned based upon our compounded annual book value per share growth percentage during a three-year performance period commencing january 1, 2014, vesting on the one year anniversary of the completion of the performance period, and (ii) 312,500 restricted shares subject to time-based vesting, vesting in equal annual installments during the four-year period commencing january 1, 2014. the total shares held by mr. marzol include (i) 120,390 restricted shares that will vest on june 1, 2014, (ii) 41,776 restricted shares subject to time-based and performance-based vesting, with any shares becoming earned based upon our compounded annual book value per share growth percentage during a three-year performance period commencing january 1, 2014, 37,500 shares of which will vest on january 1, 2018, and 4,276 shares of which will vest on march 1, 2017, and (iii) 41,776 restricted shares subject to time-based vesting, 37,500 shares of which will vest equal annual installments during the three-year period commencing january 1, 2014, and 4,276 shares of which will vest in equal annual installments during the three-year period commencing march 1, 2014. the total shares held by mr. bhasin include (i) 48,157 restricted shares that will vest on june 1, 2014, (ii) 69,404 restricted shares subject to time-based vesting, of which 26,355 shares will vest on january 1, 2015, 19,184 restricted shares will vest on january 1, 2016, 20,343 shares will vest on january 1, 2017, and 3,522 shares will vest in equal annual installments during the three-year period commencing march 1, 2014, and (iii) 41,021 restricted shares subject to time-based and performance-based vesting, with any shares becoming earned based upon our compounded annual book value per share growth percentage during a three-year performance period commencing january 1, 2014, 37,500 shares of which will vest on january 1, 2018 and 3,521 shares will vest on march 1, 2017. represents shares owned by essent intermediate and essent co-invest. neither mr. spiegel nor mr. glanville own any shares of the company. mr. spiegel and mr. glanville, directors of pbra (cayman) company, the general partner of essent intermediate and essent co-invest, disclaim beneficial ownership of any shares held by essent intermediate and essent co-invest. the address for mr. spiegel and mr. glanville is c/o pine brook road partners llc, 60 east 42nd street, 50th floor, new york, ny 10165. represents shares owned by cwa re. mr. levine does not own any shares of the company. mr. levine, the ceo and  cotb  of gafg, the indirect parent of cwa re, disclaims beneficial ownership of any shares held by cwa re. the address for mr. levine is victoria place, 5th floor, 31 victoria street, hamilton hm10, bermuda. represents shares beneficially owned by sfm llc. mr. tandon does not own any shares of the company. mr. tandon, a managing director of sfm llc, beneficially owned by sfm llc. the address for mr. tandon is 888 seventh avenue, 33rd floor, new york, new york 10106. represents shares beneficially owned by renaissancere ventures. mr. dutt does not own any shares of the company. mr. dutt, the president of renaissancere ventures and a senior vice president of renaissancere, the indirect parent of renaissancere ventures, disclaims beneficial ownership of any shares held by renaissancere ventures. the address for mr. dutt is 12 crow lane, pembroke hm19, bermuda. represents shares beneficially owned by ppf ii. mr. turnbull does not own any shares of the company. mr. turnbull, the group strategy and business development officer of pre, the indirect parent of ppf, disclaims beneficial ownership of any shares held by ppf ii. the address for mr. turnbull is wellesley house south, 90 pitts bay road, pembroke hm08, bermuda. consists of shares held by kazmar co. llc. mr. kasmar is the sole member and the president of kazmar co. llc and therefore may be deemed to have voting and dispositive power over the shares held by kazmar co. llc. ",1
1856,1451505,2010," age 45, has served as ceo since march 1, 2010 and president of the company since may 2008. mr. newman also served as chief operating officer from may 2008 until november 2009 and resumed those duties from december 2009 until february 2010. mr. newman served as executive vice president, performance, from november 2007 until may 2008, leading the company's three business units and focusing on client service delivery and performance improvement across the company's worldwide fleet. he previously served in senior management roles, including: executive vice president and chief operating officer from october 2006 until november 2007; senior vice president of human resources and information process solutions from may 2006 until october 2006; senior vice president of human resources, information process solutions and treasury from march 2005 until may 2006; and vice president of performance and technology from august 2003 until march 2005. he also has served as regional manager for the asia and australia region and in international field and operations management positions, including project engineer, rig manager, division manager, region marketing manager and region operations manager. mr. newman joined the company in 1994 in the corporate planning department. the board has concluded that mr. newman should serve on the board and has recommended his election. the board believes that it is important for the company's ceo to serve on the board. the ceo provides a link to senior management, and the board believes that this perspective is important in making decisions for the company. in addition, mr. newman brings an industry and competitive context perspective to the board which assists the board in making strategic decisions. the board has chosen not to combine the positions of ceo and  cotb . the board believes that separating these positions allows our ceo to focus on our day-to-day business, while our  cotb  presides over the board as it provides advice to and independent oversight of management. the board recognizes the time, effort, and energy that the ceo is required to devote to his position, as well as the commitment required to serve as our  cotb . the board believes that having separate positions and having an independent outside director serve as  cotb  is the appropriate leadership structure for us at this time and demonstrates our commitment to good corporate governance. ",0
1857,1452384,2010,". we do not have a policy requiring either that the positions of the  cotb  and of the ceo be separate or that they be occupied by the same individual. we believe that it is in the best interest of seahawk for the board of directors to make a determination when it elects a new ceo or at other times consideration is warranted by circumstances. at this time, the roles of  cotb  and ceo are held by two individuals. mr. snider serves as our  cotb  and mr. stilley serves as our president and  ceo . separating these positions allows our president and ceo to focus on the day-to-day business and affairs of seahawk, while allowing our  cotb  to lead the board of directors in its role of providing advice to and independent oversight of management. the board of directors believes that having separate positions and having an independent outside director serve as  cotb  is the appropriate leadership structure for seahawk at this time. management is responsible for the day-to-day management of risks seahawk faces, while the board of directors, as a whole and through its committees, has responsibility for the oversight of risk management. in its risk oversight role, the board of directors has the responsibility to satisfy itself that the risk management processes designed and implemented by management are adequate and functioning as designed. our  cotb  meets regularly with our president and ceo and other senior officers to discuss strategy and risks facing seahawk. senior management attends board meetings and is available to address any questions or concerns raised by the board of directors on risk management and any other matters. while the board of directors is ultimately responsible for risk oversight at our company, our three board committees assist the board of directors in fulfilling its oversight responsibilities in certain areas of risk. the audit committee assists the board of directors in fulfilling its oversight responsibilities with respect to risk management in the areas of financial reporting, internal controls and compliance with legal and regulatory requirements. the compensation committee assists the board of directors in fulfilling its oversight responsibilities with respect to the management of risks arising from our compensation policies and programs. the nominating and corporate governance committee assists the board of directors in fulfilling its oversight responsibilities with respect to the management of risks associated with board organization, membership and structure, succession planning for our directors and executive officers, and corporate governance. mark here for address change or comments see reverse note: please sign as name appears hereon. joint owners should each sign. when signing as attorney, executor, administrator, trustee or guardian, please give full title as such.",0
1858,1453814,2015,"in the vote on the election of seven director nominees identified in this proxy statement to hold office until the next annual meeting of stockholders or until their respective successors have been elected and qualified, stockholders may: vote in favor of all nominees; withhold votes with respect to all nominees; or withhold votes with respect to specific nominees. directors will be elected by a plurality of the votes cast by the holders of the shares of common stock voting in person or by proxy at the meeting, meaning that the seven nominees receiving the most for votes (among votes properly cast in person or by proxy) will be elected. only votes for will affect the outcome. withheld votes or broker non-votes will not affect the outcome of the vote. the board of directors recommends a vote for all nominees. under our corporate governance guidelines, the board of directors does not have a policy on whether or not the role of the  cotb  and ceo should be separate or combined and, if it is to be separate, whether the  cotb  should be selected from the non-employee directors or be an employee. the board of directors believes that mr. sherif's dual role as both  cotb  and ceo serves the best interests of both the company and its stockholders. his combined role enables decisive leadership, ensures clear accountability, and enhances the company's ability to communicate its message and strategy clearly and consistently to the company's stockholders, employees, customers and suppliers. mr. sherif possesses detailed and in-depth knowledge of the issues, opportunities and challenges facing the company and its businesses and is thus best positioned to develop agendas that ensure that the time and attention of the board of directors are focused on the most critical matters. this structure also enables our ceo to act as a bridge between management and the board of directors, helping both to act with a common purpose. the board of directors appreciates that the advantages gained by having a single  cotb  and ceo must be viewed in light of potential independence concerns. the board considers, however, that we have adequate safeguards in place to address those concerns. in accordance with our governance guidelines, our board of directors consists of a supermajority of independent directors. in addition, our audit, compensation and nominating and governance committees, which oversee critical matters such as the integrity of our financial statements, the compensation of executive management, the selection and evaluation of directors, and the development and implementation of corporate governance policies, each consist entirely of independent directors. - 12 - ",1
1859,1454389,2014,"currently, we do not have a  cotb , and richard a. mirro serves as our lead independent director. the lead independent director presides over meetings of the board and is primarily responsible for the direction and implementation of the board's oversight functions over the management and strategic direction of the company. the board has chosen to have a lead independent director rather than a  cotb  to emphasize the oversight roles the lead independent director and the board as a whole fill for the company, whereas chairmen often function in a combined management and oversight capacity. our board is free to determine whether it will have a  cotb . in addition, the board is free to select its  cotb  and/or lead independent director and the company's ceo in the manner it considers in the best interests of the company at any given point in time. if the company has a  cotb , that position may be filled by an independent director or by the company's  ceo . board's role in risk oversight is consistent with the company's leadership structure with the ceo and other members of senior management having responsibility for assessing and managing the company's risk exposure, and the board and its committees providing oversight in connection with these efforts.",0
1860,1454389,2014,"currently, we do not have a cotb , and richard a. mirro serves as our lead independent director. the lead independent director presides over meetings of the board and is primarily responsible for the direction and implementation of the board's oversight functions over the management and strategic direction of the company. the board has chosen to have a lead independent director rather than a cotb to emphasize the oversight roles the lead independent director and the board as a whole fill for the company, whereas chairmen often function in a combined management and oversight capacity. our board is free to determine whether it will have a cotb . in addition, the board is free to select its cotb and/or lead independent director and the company's CEO in the manner it considers in the best interests of the company at any given point in time. if the company has a cotb , that position may be filled by an independent director or by the company's CEO . board's role in risk oversight is consistent with the company's leadership structure with the CEO and other members of senior management having responsibility for assessing and managing the company's risk exposure, and the board and its committees providing oversight in connection with these efforts.",0
1861,1457543,2011,"mr. gallahue serves as our chief executive officer and chairman of the board. the board has determined that combining the chief executive officer and chairman positions is the appropriate leadership structure for carefusion at this time. the board believes that combining the chief executive officer and chairman roles fosters clear accountability, effective decision-making and alignment of corporate strategy. the board also believes that the combined role of chief executive officer and chairman of the board promotes effective execution of strategic goals and facilitates information flow between management and the board. nevertheless, the board intends to carefully evaluate from time to time whether our chief executive officer and chairman positions should be combined based on what the board believes is best for the company and its stockholders. our board has determined that maintaining the independence of the company's non-employee directors, managing the composition and function of its committees, and appointing an independent presiding director having the duties described below help maintain the board's strong, independent oversight of management. eight of our nine board members are independent non-employee directors. these independent, non-employee directors meet regularly in executive session without the presence of management (i.e., without the chief executive officer). in addition, each of our board committees consists entirely of independent non-employee directors. our board has also appointed a presiding director as a matter of good corporate governance and believes that the appointment of the presiding director provides a balance for the need for effective and independent oversight of management. pursuant to our amended and restated by-laws and corporate governance guidelines, the presiding director was selected by the independent non-employee directors. the presiding director is selected annually by the independent non-employee directors and presides at meetings of the non-management and independent directors, presides at all meetings of the board at which the chairman is not present and performs such other functions as the board may direct, including advising on the selection of committee chairs and advising management on the agenda for board meetings. the presiding director serves as liaison between the chairman and the independent non-employee directors and has the authority to call meetings of the independent non-employee directors. it is not anticipated that any director will be selected for more than three consecutive years as the presiding director. the board believes that this structure is in the best interest of carefusion and will provide an environment in which its independent directors are fully informed, have significant input into the content of board meetings and are able to provide objective and thoughtful oversight of management. ",1
1862,1458891,2014,"our articles of association provide that our board will select from among its members one  cotb , and since january 2008, david w. williams has held both the positions of  cotb  and ceo of the company. for much of our corporate history, our ceo has also served as  cotb . our board believes this leadership structure has served the company and our shareholders well and is commonly used by other companies whose securities are publicly traded in the united states. our articles of association and corporate governance guidelines provide our board the flexibility either to combine or to separate the positions of  cotb  and  ceo . our board believes it is in the best interests of the company and our shareholders for our board to have the flexibility to determine the best director to serve as  cotb , whether such director is an independent director or our  ceo . at the current time, our board believes that the company and our shareholders are best served by having the ceo also serve as  cotb . the ceo bears the primary responsibility for managing our day-to-day business, and our board believes that he is the person who is best suited to chair board meetings and ensure that key business issues and shareholder interests are brought to the attention of our board. our board believes that the company and our shareholders are best served when directors are free to exercise their respective independent judgment to determine what leadership structure works best for us based upon the then current facts and circumstances. although our board may determine to separate the positions of  cotb  and ceo in the future should circumstances change, for the foreseeable future we believe that combining these positions in an individual with extensive experience in the drilling industry, together with a lead director and board committees chaired by independent directors as described below, is the right leadership structure for our board. ",1
1863,1461993,2012,"the board proposes the two class i nominees listed below for election to the board for a three-year term. the board has determined that david gill, but not prabhavathi fernandes, is independent as defined in rule 5605(a)(2) of the nasdaq marketplace rules. dr. fernandes is not independent because she serves as our president and  ceo . in addition to the specific bars to independence set forth in that rule, we also consider whether a director or his or her affiliates have provided any services to, worked for or received any compensation from us or any of our subsidiaries in the past three years in particular. in addition, none of the nominees is related by blood, marriage or adoption to any other nominee or any of our executive officers. we have historically separated the position of  cotb , currently independent director garheng kong, m.d., ph.d., and that of  ceo , currently prabhavathi fernandes, ph.d. while the board believes that separation of these positions has served our company well, and intends to maintain this separation where appropriate and practicable, the board does not believe that it is appropriate to prohibit one person from serving as both  cotb  and  ceo . ",0
1864,1462633,2014,"the positions of  cotb  and ceo are filled by the same person, mr. anthony zingale. our board of directors believes that the current board leadership structure, coupled with a strong emphasis on board independence, provides effective independent oversight of management while allowing the board of directors and management to benefit from mr. zingale's crucial leadership and years of experience in our business. serving on our board since october 2007 and as ceo since february 2010, mr. zingale has been the director most capable of effectively identifying strategic priorities, leading critical discussion and executing our strategy and business plans. mr. zingale possesses detailed in-depth knowledge of the issues, opportunities, and challenges facing us. independent directors and management sometimes have different perspectives and roles in strategy development. our independent directors bring experience, oversight and expertise from outside of our company, while mr. zingale brings company specific experience and expertise. the board of directors believes that mr. zingale's combined role enables strong leadership, creates clear accountability, and enhances our ability to communicate our message and strategy clearly and consistently to our stockholders. ",1
1865,1463101,2013,"our board has a lead independent director, mr. gomo, who has authority, among other things, to call and preside over board meetings, including meetings of the independent directors. accordingly, the lead independent director has substantial ability to shape the work of the board. the company believes that having a lead independent director reinforces the independence of the board in its oversight of the business and affairs of the company. in addition, the company believes that having a lead independent director creates an environment that is more conducive to objective evaluation and oversight of management's performance, increasing management accountability and improving the ability of the board to monitor whether management's actions are in the best interests of the company and its stockholders. as a result, the company believes that having a lead independent director can enhance the effectiveness of the board as a whole. ",0
1866,1463258,2018,"our board of directors selects the  cotb  in the manner and upon the criteria that it deems best for the company at the time of selection. the board of directors does not have a prescribed policy on whether the roles of the  cotb  and ceo should be separate or combined, but recognizes the value to the company of the separation of these positions. the board will continue to evaluate whether this leadership structure is in the best interests of the stockholders on a regular basis. ",0
1867,1464343,2011,. david g. hanna has served in the combined roles of  cotb  and ceo since our initial public offering in 1999. mr. hanna's combined service as  cotb  and ceo creates unified leadership for compucredit. this leadership structure demonstrates to our business partners and shareholders that compucredit is under strong leadership and minimizes the potential duplication of efforts among management and the directors. the board of directors does not have a lead independent director and does not believe that one is necessary in light of compucredit's size and the lengthy experience the majority of the directors have working with mr. hanna. the board of directors believes its leadership structure allows compucredit to operate efficiently and is in the best interests of the company and its shareholders.,1
1868,1464423,2015,"the positions of  cotb  and ceo are currently held by mr. kurland, and we have determined not to separate the positions at this time. this determination is based, in part, on our belief that independent directors and management have different perspectives and roles in strategy development. our independent directors bring experience, oversight and expertise from outside the company and industry, while the ceo brings company-specific experience and expertise. we believe our ceo is thus better situated to serve as  cotb  because he is able to utilize the in-depth focus and perspective gained in running the company to effectively and efficiently lead our board. as the director most familiar with our business and industry, he is most capable of identifying new initiatives and businesses, strategic priorities and other critical and/or topical agenda items for discussion by our board and then leading the discussion to ensure its proper oversight of these issues. our board believes that the combined role of  cotb  and ceo promotes strategy development and execution, and facilitates information flow between management and our board, all of which are essential to effective governance. this determination is also based on what we consider to be a strong governance structure already in place, including the appointment of an influential independent lead director with a strong voice. the independent lead director works with our  cotb  and other directors to provide informed, independent oversight of our management and affairs. among other things, the independent lead director reviews and provides input on board meeting agendas and materials, coordinates with committee chairs to ensure the committees are fulfilling the responsibilities set forth in their respective charters, serves as the principal liaison between our  cotb  and the independent directors, and chairs an executive session of the independent directors at each regularly scheduled board meeting. our board has appointed mr. hunt as independent lead director for a three (3) year term that expires in april 2017. together, our  cotb  and the independent lead director provide leadership to our board and work with our board to define its structure and activities in the fulfillment of its responsibilities.",1
1869,1464963,2014,"the board currently combines the role of  cotb  with the role of  ceo , coupled with a lead independent director position to further strengthen the governance structure. the board believes this provides an efficient and effective leadership model for the company. combining the  cotb  and ceo roles fosters clear accountability, effective decision-making, and alignment on corporate strategy. moreover, the board believes that its governance practices provide adequate safeguards against any potential risks that might be associated with having a combined  cotb  and ceo . specifically: having a combined  cotb  and ceo , coupled with a substantial majority of independent, experienced directors who evaluate the board and themselves at least annually, including a lead independent director with specified responsibilities on behalf of the independent directors, provides the right leadership structure for the company and is best for the company and its stockholders at this time. the company is a closed-end investment company that has elected to be regulated as a bdc under the 1940 act. the 1940 act prohibits the company from selling shares of its common stock at a price below the current nav of such stock, with certain exceptions. one such exception would permit the company to sell or otherwise issue shares of its common stock during the next year at a price below the company's then current nav if its stockholders approve such a sale and the company's directors make certain determinations. a majority of our independent directors who have no financial interest in the sale would be required to make a determination as to whether such sale would be in the best interests of the company and its stockholders prior to selling shares of our common stock at a price below nav per share if our stockholders were to approve such a proposal. (1) a majority of the company's independent directors who have no financial interest in the sale have determined that such sale would be in the best interests of the company and stockholders; ",1
1870,1465740,2010,"the board of directors is led by a  cotb  who is appointed by the directors. both independent and non-independent directors are eligible for appointment as the  cotb . the  cotb  presides at all meetings of the stockholders and of the board of directors as a whole. the  cotb  performs such other duties, and exercises such powers, as from time to time shall be prescribed in our bylaws or by the board of directors. our corporate governance guidelines provide that the independent directors shall appoint one of their number to serve as the lead independent director. the lead independent director is responsible for coordinating the activities of the other independent directors, including scheduling and conducting separate meetings of the independent directors and for such other duties as are assigned from time to time by the board of directors. mr. kasnet has been appointed as the lead independent director. the board of directors consists of a majority of independent directors, and exercises a strong, independent oversight function. all of the committees of the board of directors audit, compensation and nominating and corporation governance committees are comprised entirely of independent directors. a number of board of directors and committee processes and procedures, including regular executive sessions of non-management directors and a regular review of prcm advisers llc's performance, provide substantial independent oversight of our management's performance. under our bylaws and corporate governance guidelines, the board of directors has the ability to change its structure if it determines that such a change is appropriate and in the best interest of two harbors. the board of directors believes that these factors provide the appropriate balance between the authority of those who oversee two harbors and those who manage it on a day-to-day basis. we currently separate the roles of  cotb  and  ceo . however, our  cotb  and our ceo are both affiliated with prcm advisers llc and pine river. the board of directors believes that this affiliation benefits two harbors because these individuals are knowledgeable about two harbors business and because they are able to ensure that adequate resources are devoted to two harbors by prcm advisers llc and pine river. election of directors. mark here to vote all nominees. mark here to from all nominees. for all except to withhold authority to vote for one or more nominee(s), write the name(s) of such nominee(s) below. mark d. ein william w. johnson stephen g. kasnet peter niculescu w. reid sanders thomas siering brian c. taylor for all nominees except as noted",0
1871,1465885,2013,"the majority of our board was elected in conjunction with the completion of our initial public offering and commencement of operations in may 2012 and has not completed a full calendar year on the board. our board leadership structure is currently comprised of: (i)  cotb , (ii) the ceo and president of the company, and (iii) three non-management directors, each of whom is independent under the rules of the new york stock exchange (the 'nyse'). these three independent directors serve as the sole members of our audit, compensation and nominating and corporate governance committees. we have retained our manager to manage the day to day affairs of our business, subject to the supervision and oversight of our board of directors. our ceo and president, mr. james, and our  cotb , mr. hirschmann, are executive officers of our manager. the board of directors has determined that given that the company is at the outset of its operations following its initial launch, this combination of experienced senior executives at our manager and a majority of independent directors with governing committees composed solely of these independent directors is the most appropriate governance structure for the company. mr. hirschmann has served as the  cotb  since the company's formation in 2009. having been employed by our manager for over 23 years, mr. hirschmann has a breadth of unique and specialized knowledge about our business operations. mr. hirschman solicits input from the company's board of directors regarding the board agenda and processes. to facilitate coordination with the independent directors and the exercise of independent judgment by the board of directors, our non-management directors, each of whom is an independent director under the nyse's rules, expect to meet regularly in executive session without any members of management present.",0
1872,1466538,2010,"each nominee to our board of directors brings unique capabilities to the board. the board believes that the nominees as a group have the experience and skills in areas such as business management, strategic development, corporate governance, leadership development, asset management, investment banking, finance and risk management and other relevant experience required to build a board that is effective and responsive to the needs of the company. in addition, the board believes that each of our directors possesses sound judgment, integrity, high standards of ethics and a commitment to representing the long-term interests of our shareholders. set forth below is biographical information for each of the nominees for election as director and for the directors who will not stand for reelection. all ages are as of april 20, 2012. mr. cohen serves in the combined roles of  cotb  and  ceo . we believe that mr. cohen's combined service as  cotb  and ceo provides the company with (i) a unified strategic and operating focus, (ii) the benefit of clarity in the management structure of the organization, and (iii) consistency of communications to shareholders, customers, regulators and other constituencies. this structure also best assures that the leader of the organization is closely connected with both the company's senior level managers and the board and is therefore better able to appreciate and balance the perspectives of both groups. to establish a liaison between the non-management directors and the  cotb  and ceo and thus facilitate effective communication between them, as well as to facilitate the deliberations of the non-management directors in executive session, the board also appoints a lead director who is independent. this position is currently held by mr. markowitz. ",1
1873,1467858,2013,"our governance documents provide the board with flexibility to select the appropriate leadership structure for the company. while the board has no fixed policy with respect to combining or separating the roles of  cotb  and ceo , our corporate governance guidelines provide that if the  cotb  is not an independent director, the independent directors will elect a lead director from among the independent directors serving on the board. in making leadership structure determinations, the board considers many factors to determine what is in the best interests of the company's stockholders, including the qualifications of individual directors and the specific needs of the business. our current leadership structure consists of a combined  cotb  and ceo and an independent director serving as lead director. our board believes that the company and its stockholders are well-served by this leadership structure. as the individual with primary responsibility for managing the company's day-to-day operations and with in-depth knowledge and understanding of the company, mr. akerson is best positioned to chair regular board meetings at which the directors discuss key business and strategic issues. having one person serve as both  cotb  and ceo permits a clear, unified, strategic vision for gm that ensures alignment between the board and management, provides focused leadership for the company, and helps ensure accountability for the company's performance. at the same time, the role of an independent lead director with specified responsibilities on behalf of the non-management directors and the activities of key board committees comprised entirely of independent directors provide a formal structure for active independent oversight of management, including the  cotb  and ceo . given the dynamic and competitive environment in which gm operates, our board may reconsider its determination to have a single individual act both as  cotb  and ceo from time to time based on changes in our circumstances. the lead director is elected annually by a majority of the independent directors upon a recommendation from the governance committee. patricia f. russo currently serves as our lead director. under the board's corporate governance guidelines, the lead director has duties assigned by the board which include: presiding at all meetings of the board at which the  cotb  is not present, including executive sessions of non-management directors, and advising the  cotb  of any actions taken; calling executive sessions of the non-management and independent directors; developing agendas for executive sessions of the board in consultation with the  cotb  and other board members; leading the non-management directors in the annual evaluation of the performance of the ceo and communicating that evaluation to him; approving board meeting agendas and related materials recommended by the  cotb ; approving board meeting schedules to assure that there is sufficient time for discussion of all agenda items; serving as liaison between non-management directors and the  cotb , as necessary; and being available, if requested by major stockholders, for consultation and communication.",1
1874,1468328,2010,"board leadership structure the company's bylaws permit the board to choose a cotb from among its members. there is no restriction against appointing the president or CEO of the company as the cotb . this approach gives the board the necessary flexibility to determine whether these positions should be held by the same person or by separate persons based on the leadership needs of the company at any particular time. the positions of president and CEO and cotb of the company are currently held by mark s. heaney. in addition, the bylaws permit the board to choose a lead director, which cannot be an executive officer. the lead director presides at all meetings of the board and shareholders at which the cotb is not present, including executive sessions of non-executive directors. the lead director also serves as a liaison between the cotb and the independent directors as necessary. the independent directors may delegate additional duties to the lead director as appropriate. the position of lead director is currently held by mark l. first. ",0
1875,1469433,2011,"our bylaws provide that our board may be comprised of between five and nine directors. our board currently consists of seven members, although this may be changed by resolution of the board. as provided in our amended and restated certificate of incorporation, our board is divided into three staggered classes of directors as nearly equal in number as possible. the term of the class i directors expires at the annual meeting. the term of the class ii directors expires at the 2011 annual meeting and the term of the class iii directors expires at the 2012 annual meeting. after the initial terms expire, directors are expected to be elected to hold office for a three-year term or until the election and qualification of their successors in office.",0
1876,1469510,2010," our board of directors currently consists of nine directors, all of whom, other than messrs. sutton and piccone, have been determined to be independent directors under the rules of the nyse. mr. sutton has served as CEO since the company became a public company in september 2009, was CEO of resolute holdings from its inception in 2004, and was instrumental in the completion of the resolute transaction. he is most familiar with the company's properties and, based on his years as cotb and CEO of hs resources from 1978 to 2001, has demonstrated skills in building and leading a public oil and gas company. accordingly, the board of directors believes that he is uniquely qualified to be the person who sets the agenda for, and leads discussion of, strategic issues for the company. our lead independent director, mr. covington, presides over executive sessions of the independent directors, which occur at the time of each in-person board meeting. the board appointed mr. covington as the lead independent director in march 2010. in such capacity, mr. covington reviews agendas for board meetings, reviews with mr. sutton annual goals and objectives for the company, and consults with the board regarding its evaluation of the performance of the CEO . the board believes that its supermajority of independent directors and other aspects of its governance provides appropriate independent oversight to board decisions. the company has a separately designated audit committee, the members of which are messrs. duffy, cunningham and swartz, with mr. swartz serving as cotb . the primary function of the audit committee is to assist the board of directors in its oversight of the company's financial reporting process. among other things, the committee is responsible for reviewing and selecting our independent registered public accounting firm and reviewing our accounting practices and policies, and to serve as an independent and objective party to monitor the financial reporting process. the board of directors has determined that each of mr. swartz, mr. duffy and dr. cunningham qualifies as an audit committee financial expert as defined in item 407(d)(5) of sec our board of directors currently consists of nine directors, all of whom, other than messrs. sutton and piccone, have been determined to be independent directors under the rules of the nyse. the board of directors oversees the risks involved in the company's operations as part of its general oversight function, integrating risk management into the company's compliance policies and procedures. while the board has the ultimate oversight responsibility for the risk management process, the audit committee has certain specific responsibilities relating to risk management. among other things, the audit committee, pursuant to its charter, addresses company policies with respect to risk assessment and risk management, and reviews major risk exposures (whether financial, operating or otherwise) and the guidelines and policies that management has put in place to govern the process of assessing, controlling, managing and reporting such exposures. while the charters of the compensation and corporate governance/nominating committees do not assign specific risk-related responsibilities to those committees, the committees nevertheless consider risk and risk management issues in the course of performing their duties with respect to compensation and governance issues, respectively.",0
1877,1470795,2010,"our board of directors has determined that the matters to be considered at the annual meeting are in the best interests of omniamerican bancorp, inc. and its stockholders. for the reasons set forth in the proxy statement, the board of directors unanimously recommends a vote for each matter to be considered. the board of directors is actively involved in oversight of risks that could affect omniamerican bancorp, inc. this oversight is conducted primarily through committees of the board of directors, but the full board of directors has retained responsibility for general oversight of risks. the board of directors satisfies this responsibility through full reports by each committee chair regarding the committee's considerations and actions, as well as through regular reports directly from officers responsible for oversight of particular risks within omniamerican bancorp, inc. risks relating to the direct operations of omniamerican bank are further overseen by the board of directors of omniamerican bank, who are the same individuals who serve on the board of directors of omniamerican bancorp, inc. the board of directors of omniamerican bank also has additional committees that conduct risk oversight separate from omniamerican bancorp, inc. further, the board of directors oversees risks through the establishment of policies and procedures that are designed to guide daily operations in a manner consistent with applicable laws, regulations and risks acceptable to the organization. ",0
1878,1471038,2010,"our board of directors operates under a governance structure where the  cotb  and ceo are separate positions held by different individuals. having the board operate under the leadership and direction of someone independent from management provides the board with the most appropriate mechanism to fulfill its oversight responsibilities and hold management accountable for the performance of the company. the board believes that one of the most important attributes for the board is independence from management and that belief has been reflected in the separation of the  cotb  and ceo roles. a good faith finding by the president and ceo that the executive: (i) has been convicted of a felony; (ii) has been convicted of a misdemeanor (excluding traffic violations) to the extent such conviction could reasonably be considered to compromise our best interests or any of our subsidiaries or render the executive unfit or unable to perform his/her services and duties; (iii) has committed any other act or omission involving dishonesty, disloyalty or fraud with respect to us or any of our subsidiaries or any of our customers or suppliers, (iv) has engaged in illegal use of drugs or unauthorized use of alcohol in the workplace; or (v) has committed an act involving unlawful or disreputable conduct in the context of executive's employment which is likely to be harmful to us or our reputation; ",0
1879,1471265,2018,"the board of directors currently combines the role of  cotb  with the role of  ceo , coupled with a lead director position to further strengthen the governance structure. the board believes this provides an efficient and effective leadership model. combining the  cotb  and ceo roles fosters clear accountability, effective decision-making, and alignment on corporate strategy. to assure effective independent oversight, the board has adopted a number of governance practices, including: a strong, independent, clearly-defined lead director role; periodic meetings of the independent directors; annual performance evaluations of the  cotb  and ceo by the independent directors; and direct reporting lines between the board of directors and both the chief risk officer and chief auditor, with quarterly meetings with these individuals without the presence of management. the board recognizes that, depending on the circumstances, other leadership models, such as a separate independent  cotb , might be appropriate. accordingly, the board periodically reviews its leadership structure. a key responsibility of the ceo and the board is ensuring that an effective process is in place to provide continuity of leadership over the long term at all levels in our company. each year, succession planning reviews are held at every significant organizational level of our company, culminating in a full review of senior leadership talent by the independent directors. during this review, the ceo and the independent directors discuss future candidates for senior leadership positions, succession timing for those positions, and development plans for the highest-quality candidates. this process ensures continuity of leadership over the long term, and it forms the basis on which we make ongoing leadership assignments. it is a key success factor in managing the long-term planning and investment lead times of our business. in addition, the ceo maintains in place at all times, and reviews with the independent directors, a confidential plan for the timely and efficient transfer of his responsibilities in the event of an emergency or his sudden incapacitation or departure. the board of directors is actively involved in oversight of risks that could affect northwest bancshares, inc. this oversight is conducted primarily through committees of the board of directors, but the full board of directors has retained responsibility for general oversight of risks. the board has designated a risk management committee, consisting of all independent directors, to meet quarterly for the specific purpose of evaluating our exposure to all risks specifically identified in banking regulations: credit, interest rate, strategic/capital, market price, liquidity, operational, business resumption, compliance/legal/regulatory, foreign exchange and reputation. the risk management committee also evaluates risk related to cybersecurity. the risk management committee reports are prepared and presented by our chief risk officer. the board of directors also satisfies this responsibility through reports to the board of directors by the committee chair of all board committees regarding the committees considerations and actions, through review of minutes of committee meetings and through regular reports directly from officers responsible for oversight of particular risks within northwest bancshares, inc. risks relating to the direct operations of northwest bank are further overseen by the board of directors of northwest bank, which generally consists of the same individuals who serve on the board of directors of northwest bancshares, inc. the board of directors of northwest bank also has additional committees that conduct risk oversight, and such committees typically meet jointly with the committees of northwest bancshares, inc. all committees are responsible for the establishment of policies that guide management and staff in the operation of northwest bancshares, inc. and northwest bank such as lending, risk management, asset/ liability management, investment management and others.",1
1880,1472787,2013,"our board believes it is important to select the company's  cotb  and the company's ceo in the manner it considers in the best interests of the company at any given point in time. accordingly, the  cotb  and ceo positions may be filled by one individual or by two different individuals. our board has determined at this time that it is appropriate to separate the roles of  cotb  and ceo and these positions are currently held by different individuals, mr. kennedy and mr. gilmore, respectively. to promote the independence of our board and appropriate oversight of management, a lead independent director, currently mr. doti, is elected to ensure free and open discussion and communication among the non-management members of our board, which are those directors who are not employees of the company. in 2012 the non-management directors met four times in executive session without management present and the independent directors met twice in executive session. the lead director is responsible for chairing and coordinating the agenda for the executive sessions of the non-management directors, or independent directors, as applicable, and serving as the principal liaison between the independent directors as a group and the  cotb . in addition, the lead director is to provide advice to the  cotb  with respect to the following: (i) establishing an appropriate schedule for board meetings; (ii) preparing agendas for the meetings of the board and its committees; (iii) the retention of consultants who report directly to the board; (iv) the nominating and corporate governance committee's oversight and implementation of the company's corporate governance policies; and (v) the compensation committee's oversight of the implementation of and compliance with the company's policies and procedures for evaluating and undertaking executive and incentive-based compensation. our board believes this to be the most effective leadership structure for the company at this time because it effectively allocates authority, responsibility, and oversight between management, the  cotb  and the independent members of our board and capitalizes on the experience and strengths of our current management team. it does this by giving primary responsibility for the operational leadership and strategic direction of the company to our  ceo , enabling the lead director to facilitate our board's independent oversight of management and consideration of key governance matters, and allowing our  cotb  to promote communication between management and our board. the board believes that its programs for overseeing risk, as described under the risk oversight section below, would be effective under a variety of leadership frameworks. accordingly, the board's risk oversight function did not significantly impact its selection of the current leadership structure.",0
1881,1472910,2012,"our by-laws provide the board flexibility in determining its leadership structure. the guidelines currently provide that the chief executive officer serves as chairman of the board and an independent director serves as lead director. having one individual serve as both chief executive officer and chairman benefits kraft foods and our shareholders by contributing to the board's efficiency and effectiveness. the board believes that the chief executive officer is generally in the best position to inform our independent directors about our global operations and issues important to kraft foods. combining these roles also allows timely communication between management and the board on critical business matters given the complexity and global reach of our business and ensures alignment of our business and strategic plans. at the same time, as described below under independent director leadership and oversight, we believe that our governance practices ensure that skilled and experienced independent directors provide independent leadership. our by-laws permit one person to hold one or more offices such as ceo and  cotb , and provide that the board may appoint, and designate the duties of, a lead director. the board periodically evaluates our leadership structure and determines whether combining the roles of chief executive officer and chairman is in our best interests based on circumstances existing at the time. when determining the leadership structure that will allow the board to effectively carry out its responsibilities and best represent our shareholders interests, the board considers various factors, including our specific business needs, our operating and financial performance, industry conditions, the economic and regulatory environment, board and committee annual self-evaluations, advantages and disadvantages of alternative leadership structures and our corporate governance practices. ms. rosenfeld has served as our chief executive officer and a director since june 2006. in 2007, the board concluded that ms. rosenfeld should also serve as chairman because of her extensive knowledge of kraft foods, the food industry and the competitive environment, her leadership experience and her dedication to working closely with other members of the board. the board believes that this leadership structure best meets our needs at this time, as it has provided an effective balance of strong leadership and independent oversight during the last several years. ",1
1882,1474098,2012,"all of the members of our board of trustees must be elected annually. our trustees are subject to our trustee resignation policy as part of our policy on voting procedures with respect to the election of trustees. a majority of the members of our board of trustees are independent of the company and its officers and employees. all members of the three standing committees of our board of trustees are independent of the company and our officers and employees. the independent members of our board of trustees, as well as each of its three standing committees, meet regularly without the presence of any of our officers or employees. mr. bortz serves as both our  cotb  and our  ceo . we have not appointed a lead independent trustee. the board of trustees has appointed the chairperson of the nominating and corporate governance committee, michael j. schall, to preside over executive sessions of the independent trustees and meetings of the full board of trustees when our  cotb  is absent. we believe that it is in the best interests of our shareholders for mr. bortz to serve as our  cotb  because of his unique insight into the company as well as the lodging industry and his excellent reputation among institutional investors. we believe that regular meetings of independent trustees, without management present, and permitting all trustees to add items to the agenda of meetings of the board and its committees mitigates the risk that having our ceo serve as our  cotb  may cause management to have undue influence on our board of trustees.",1
1883,1474735,2011,"board of directors leadership structure mr. timothy walsh serves as the lead director of the board of directors. the lead director is responsible for presiding at all meetings of the board of directors; serving as a liaison between the board of directors and management; approving information sent to the board of directors in preparation for meetings of the board of directors; approving agendas for meetings of the board of directors and meeting schedules to ensure that there is sufficient time for discussion of all agenda items; being available to discuss with the other directors any concerns they may have about our company and its performance and relaying such concerns, when appropriate, to the full board of directors; consulting with the CEO regarding concerns of the directors; being available to be consulted by any of the senior executives as to any concerns they might have; and being available for communications with our stockholders. the board of directors believes that its leadership structure is appropriate because it strikes an effective balance between management and director participation in the board of directors process. the lead director role helps to ensure greater communication between management and the directors. it also increases the directors' understanding of management decisions and company operations and provides an additional layer of independent oversight of the company. stockholders and other parties interested in communicating directly with mr. walsh as lead director may do so by writing to mr. walsh, c/o generac holdings inc., s45 w29290 hwy. 59, waukesha, wi 53187. ",1
1884,1474735,2014,"the board elected timothy walsh as non-executive  cotb  on july 19, 2013. this position is independent from management. mr. walsh has served as a director of the company since 2006, and previously served as lead director of the board between the time of the company's initial public offering and april 2013. the non-executive  cotb  sets the agendas for and presides over the board meetings as well as meetings of the independent directors. prior to mr. walsh's appointment as non-executive  cotb , the position of non-executive  cotb  was held by timothy w. sullivan, who resigned from the board of directors in july 2013. the company's president and  ceo , aaron jagdfeld, also serves as a member of the board. the board believes that this leadership structure is appropriate because it helps to promote greater communication between management and the directors. it also increases the directors' understanding of management decisions and company operations and provides an additional layer of independent oversight of the company. stockholders and other parties interested in communicating directly with mr. walsh as non-executive  cotb  may do so by writing to mr. walsh, c/o generac holdings inc., s45 w29290 hwy. 59, waukesha, wisconsin 53189. additionally, stockholders and other parties interested in communicating directly with any other independent members of the board, whether individually or as a group, may do so by writing to that director(s) or the board of directors, respectively, c/o generac holdings inc., s45 w29290 hwy. 59, waukesha, wisconsin 53189. ",0
1885,1475922,2013,"article fifth, section c of our restated certificate of incorporation currently requires that our board of directors be divided into three classes of approximately equal size (class i, class ii and class iii), each with a three-year term. generally, absent the earlier resignation or removal of a director, the terms of the classes are staggered, meaning that only one of the three classes stands for re-election at each annual meeting of stockholders. our board currently consists of nine directors. our restated certificate of incorporation gives our board the right to set the number of directors at no less than three members and no more than 15 members. the company's governance documents provide our board with flexibility to select the appropriate leadership structure for the company. our board does not have a policy as to whether the roles of  cotb  and co- ceo  should be separate or whether the  cotb  should be a management or a non-management director. the corporate governance committee may, from time to time, make recommendations to our board regarding the leadership structure of our board, including the position of  cotb . currently, the company has a combined  cotb  and co- ceo . under our amended and restated by-laws, the  cotb  presides over meetings of our board and meetings of our stockholders, while the co- ceo s have general and active management of the business affairs and property of the company, subject to the supervision and oversight of our board. mr. williams has served as  cotb  and co- ceo  since october 2009. mr. martin, one of our independent directors, serves as the lead director of our board (the lead director ). as the primary interface between management and our board, the lead director provides a valuable counterweight to the combined  cotb  and co- ceo  role and serves as a key contact for the non-management directors, thereby enhancing our board's independence from management. the lead director's responsibilities include: consulting with the  cotb  regarding the agenda for meetings of our board; scheduling and preparing agendas for meetings of non-management directors; presiding over meetings of non-management directors and executive sessions of meetings of our board from which employee directors are excluded; acting as principal liaison between non-management directors and the  cotb  on sensitive issues; and raising issues with management on behalf of the non-management directors when appropriate. our board has adopted a number of corporate governance-related measures to provide what it views as an appropriate balance between the respective needs for dependable strategic leadership by mr. williams as the  cotb  and co- ceo , on one hand, and the oversight and objectivity of independent directors, on the other. for example, only two of our directors are members of management and all of our board's committees the audit committee, the compensation committee and the corporate governance committee consist entirely of independent directors. all directors play an active role in overseeing the company's business both at our board and committee levels. in addition, directors have full and free access to members of management and the authority to retain independent financial, legal or other primerica 2013 proxy statement corporate governance advisors as they deem necessary without consulting, or obtaining the approval of, any member of management. also, our board holds separate executive sessions of its non-management directors and its independent directors at least annually. the lead director presides over these sessions. our board believes that having a single leader serving as  cotb  and co- ceo , together with an experienced and engaged lead director, is the most appropriate leadership structure for the company at this time and is in the best interests of our stockholders because it provides decisive and effective leadership. further, the company's independent directors were all elected to our board in connection with our ipo or later and, therefore, have a much more limited history with the company than our co- ceo s. our board also believes that this leadership structure, when combined with the company's other governance policies and procedures, provides appropriate opportunities for oversight, discussion and evaluation of decisions and direction by our board.",1
1886,1476150,2014,"our corporate governance guidelines provide that our board of directors will periodically appoint a  cotb , who may either be independent or a management director, including our  ceo . the positions of  cotb  and ceo are currently occupied by one individual, mr. baird. our board of directors believes that this leadership structure serves us well, as mr. baird's deep industrial real estate expertise across markets and cycles, as well as extensive public reit operating experience, uniquely qualify him to serve as both  cotb  and  ceo . combining the  cotb  and ceo roles fosters clear accountability, effective decision-making and aligns corporate strategy with the company's day-to-day operations. combining the roles also promotes unified leadership and direction for our board of directors and management. in his combined role, mr. baird sets the agenda for board meetings in consultation with our lead director and presides over all meetings of the full board. since the  cotb  and ceo positions are currently occupied by mr. baird, our board of directors appointed mr. pasquale, an independent director, as our lead director to ensure strong independent oversight. as lead director, mr. pasquale chairs the executive sessions of the non-employee directors, facilitates communications and resolves conflicts, if any, between our non-employee directors, other directors and our management and consults with and provides counsel to our ceo as needed or requested. in performing these duties, our lead director consults with the chairpersons of the appropriate committees of our board of directors and solicits their participation in order to avoid diluting the authority or responsibility of the board committees and their chairpersons. ",1
1887,1476765,2013,"the 1940 act requires that at least a majority of the company's directors not be interested persons (as defined in the 1940 act) of the company. currently, four of the company's six directors are independent directors (and are not interested persons ). however, lawrence e. golub, ceo of golub capital, and therefore an interested person of golub capital bdc, serves as  cotb . the board believes that it is in the best interests of investors for mr. golub to lead the board because of his broad experience with the day-to-day management and operation of other investment funds and his significant background in the financial services industry, as described below. the board does not have a lead independent director. however, william m. webster iv, the  cotb  of the audit committee and the nominating and corporate governance committee, is an independent director and acts as a liaison between the independent directors and management between meetings of the board. he is also involved in the preparation of agendas for board and committee meetings. the board believes that its leadership structure is appropriate in light of the characteristics and circumstances of the company because the structure allocates areas of responsibility among the individual directors and the committees in a manner that enhances effective oversight. the board ",0
1888,1476765,2015,"the 1940 act requires that at least a majority of the company's directors not be interested persons (as defined in the 1940 act) of the company. currently, three of the company's five directors are independent directors; however, lawrence e. golub, CEO of golub capital, and therefore an interested person of golub capital bdc, serves as cotb . the board believes that it is in the best interests of investors for mr. golub to lead the board because of his broad experience with the day-to-day management and operation of other investment funds and his significant background in the financial services industry, as described below. the board does not have a lead independent director. however, william m. webster iv, the cotb of the audit committee and the nominating and corporate governance committee, is an independent director and acts as a liaison between the independent directors and management between meetings of the board and is involved in the preparation of agendas for board and committee meetings. the board believes that its leadership structure is appropriate in light of the characteristics and circumstances of the company because the structure allocates areas of responsibility among the individual directors and the committees in a manner that enhances effective oversight. the board also believes that its small size creates a highly efficient governance structure that provides ample opportunity for direct communication and interaction between gc advisors and the board. ",0
1889,1478242,2014,"our corporate governance guidelines provide that our executive  cotb , who is currently dr. gillings, will serve as  cotb  of our board. our board believes that it is appropriate for dr. gillings to serve as our  cotb  because, as discussed above, dr. gillings has a unique perspective of over 30 years of industry experience and the continuous leadership of our company since its founding. our board also believes that having a separate  cotb  and ceo allows our ceo to focus on leading our company's business and operations and formulating our strategy while our  cotb  focuses on leading our board's oversight of our strategy and performance. in addition, as discussed above under executive sessions, our non-management and independent directors hold regular executive sessions without the presence of management and, in the case of our independent directors, the other members of our board, thus providing additional oversight of our company and its management. our board believes that these layers of board leadership provide robust oversight over our company and its management, including with respect to strategy, operations and risk mitigation. if we do not have an executive  cotb , our corporate governance guidelines provide that our board will elect a  cotb  as set forth in our second amended and restated bylaws. in the discretion of our board such person could also be our  ceo . although our board believes that it is currently appropriate to separate the roles of  cotb  and  ceo , our board has also affirmatively determined not to adopt a policy on whether the roles of  cotb  and ceo should be separated or combined in the event that we do not have an executive  cotb  because our board believes that there is no single best blueprint for structuring board leadership and that, as circumstances change, the optimal leadership structure may change. ",0
1890,1478726,2014,"the board of directors combines the position of  cotb  with the position of  ceo . the board of directors believes this structure provides an efficient and effective leadership model for the company. combining the  cotb  and ceo positions fosters clear accountability, effective decision-making, and alignment on corporate strategy. the board of directors believes its administration of its risk oversight function is not adversely affected by the board's leadership structure. to assure effective independent oversight, the board has adopted a number of governance practices to enhance its independence, including holding executive sessions of the independent directors after board meetings, as needed. in addition, the personnel & compensation committee, comprised solely of independent directors, conducts performance evaluations of the  cotb  and  ceo . the board, in conjunction with the nominating & corporate governance committee, which is comprised solely of independent directors, regularly reviews the board's leadership structure. as part of this review, the board has considered appointing a lead independent director to lead executive sessions of the board, and may create such a position in the future if the board determines that it would further strengthen the company's corporate governance structure. ",1
1891,1478950,2011,"mr. sabin has served as our  cotb  and ceo since our formation in december 2009. our board of directors is comprised of mr. sabin, mr. plumb, our president and chief operating officer, mr. burton, our chief investment officer and senior vice president of acquisitions, and four independent directors. we do not have a lead independent director. our board has three standing independent committees with separate chairs the audit, compensation, and nominating and corporate governance committees. our board of directors possesses considerable business experience and understanding of our company, including the opportunities and risks that we face. our board of directors believes that our ceo is best situated to serve as  cotb  because he is the director most familiar with the company's business and industry, and most capable of effectively identifying strategic priorities and leading the discussion and execution of strategy. independent directors and management have different perspectives and roles in strategy development and execution. our independent directors bring experience, oversight and expertise from outside the company and across various disciplines, including real estate, finance and reit public company management, while our ceo brings extensive company-specific and real estate experience and expertise. our board of directors believes that the combined role of  cotb  and ceo promotes strategy development and execution, and facilitates information flow between management and our board, which are essential to effective governance and success in achieving business goals. one of the key responsibilities of our board of directors is to oversee development of strategic direction and hold management accountable for the execution of strategy once it is developed. our board of directors believes the combined role of  cotb  and  ceo , in combination with our four independent directors comprising a majority of the board, is in the best interest of our company because it provides the appropriate balance between strategy development and independent oversight of management. for each of the nominees for director for all for all except the election of directors until the next annual meeting of stockholders or until their successors are duly elected and qualified. 01 gary b. sabin 02 spencer g. plumb 03 mark t. burton 04 bruce g. blakley 05 burland b. east iii 06 robert e. parsons, jr. 07 warren r. staley",1
1892,1479750,2013,"as is stated in the board of directors corporate governance guidelines, the board has no policy with respect to the separation of the offices of cotb and CEO . as is described in its corporate governance guidelines, the board believes that this issue is part of the succession planning process and recognizes that there may be circumstances that would lead to the separation of these offices. the board believes it is in the best interests of the company for the board to make such a determination when it considers the selection of a new CEO or at such other times as it deems appropriate. mr. taylor has served as cotb and CEO of the company since its formation. while the company does not have a lead independent director, the board consists of nine independent directors, as defined by nasdaq standards. further, to promote open discussion among our non-management directors, those directors meet in regularly scheduled executive sessions without management participation. the board believes that the current leadership structure has served the company well and that it is the best leadership structure for the company under the present circumstances. the board believes it is in the best interests of the company for the board to make such a determination when it considers the selection of a new CEO or at such other times as it deems appropriate.",0
1893,1483195,2015,"the board has determined that, except as to mr. lynch and mr. debernardi, each member of the board is an 'independent director' within the meaning of the nasdaq corporate governance listing standards and the company's corporate governance policies. mr. lynch and mr. debernardi are not considered independent as each is an executive officer of the company. mr. lynch has served as our  cotb  since 1998 and ceo since 1993. based on its most recent review of the board leadership structure, the board has determined that this leadership structure is optimal for the company because it provides the company with strong and consistent leadership. given the current regulatory and market environment, the board believes that having one leader serving as both the  cotb  and ceo provides decisive and effective leadership, and ensures effective communication between management and the board. in addition, this leadership structure allows mr. lynch to more effectively execute the company's strategic initiatives and business plans. the independent directors, led by its lead director, will continue to periodically review the board's leadership structure to ensure that it is most appropriate for the company. the board believes the ceo and all executive vice presidents should have a financial investment in the company's common stock in order to further align their interests with those of stockholders. executive vice presidents are expected to own at least 25,000 shares of company common stock, and the ceo is expected to own at least 50,000 shares of company common stock. each of the relevant executive officers currently exceeds these requirements.",1
1894,1484504,2014,"our corporate governance guidelines provides that the board of directors shall fill the  cotb  and ceo positions based upon the board's view of what is in the best interests of our company. the ceo and  cotb  may, but need not be, the same person. the board of directors has determined that having two different individuals serve in the roles of  cotb  and ceo is in the best interest of us and our stockholders at this time, and that separating these roles provides the right foundation to pursue strategic and operational objectives while maintaining effective oversight and objective evaluation of corporate performance. mr. hooper currently serves as our ceo and mr. mulloy currently serves as our  cotb . the ceo is responsible for setting the strategic direction and the day-to-day leadership and performance of our company, while the  cotb  provides overall leadership to the board of directors. the  cotb  also works with the ceo to prepare board meeting agendas and chairs meetings of the board of directors. this leadership structure allows the ceo to focus on his operational responsibilities, while keeping a measure of independence between the oversight function of our board of directors and those operating decisions. the board of directors believes that this leadership structure provides an appropriate allocation of roles and responsibilities at this time. ",0
1895,1485176,2015,"the board of directors of the company believes that the separation of the offices of  cotb  and president and ceo enhances board independence and oversight. moreover, the separation of the  cotb  and president and ceo allows the president and ceo to focus on his responsibilities of running the company, enhancing stockholder value and expanding and strengthening our franchise while allowing the  cotb  to lead the board in its fundamental role of providing advice to and independent oversight of management. consistent with this determination, roger h. ballou serves as  cotb  of the company. mr. ballou is independent under the listing requirements of the nasdaq stock market. risk is inherent with every business, and how well a business manages risk can ultimately determine its success. we face a number of risks, including credit, interest rate, liquidity, operational, strategic and reputation risks. management is responsible for the day-to-day management of risks the company faces, while the board, as a whole and through its committees, has responsibility for the oversight of risk management. in its risk oversight role, the board of directors has the responsibility to satisfy itself that the risk management processes designed and implemented by management are adequate and functioning as designed. senior management attends the board meetings and is available to address any questions or concerns raised by the board on risk management and any other matters. the  cotb  and independent members of the board work together to provide strong, independent oversight of the company's management and affairs through its standing committees and, when necessary, special meetings of independent directors. in addition, the board of directors of the company maintains a risk management committee. se",0
1896,1486800,2011,"board leadership structure the company is focused on its corporate governance practices and values independent board oversight as an essential component of strong corporate performance to enhance stockholder value. our commitment to independent oversight is demonstrated by the fact that a majority of our directors are independent. mr. volchek, chief financial officer and a co-founder of the company, serves as cotb of the board. the board believes that this leadership structure is appropriate given that the size of the board permits regular communication among all of the independent directors, and between the independent directors and the company's senior management. the company also has a lead independent director, mr. gross, who acts as the principal interface between the company's independent directors and senior management. our board believes that the current board leadership structure is best for the company and its stockholders at this time. ",1
1897,1487052,2014,"james b. mccarley,  cotb  6, 7 anthony j. levecchio, vice  cotb  bruce w. hunt, director 6, 8 james brian mccall, director/director nominee karen h. o'shea, director/director nominee 6, 9 v. keith sockwell, director 6, 7, 10 kevin j. hanigan, president, ceo and director charles d. eikenberg, evp, community banking scott a. almy, evp, chief risk officer & general counsel thomas s. swiley, evp, chief lending officer kari j. anderson, svp, chief accounting officer and interim principal financial officer pathie e. mckee, former evp and cfo 6, 11 directors, director nominees and executive officers of the company as a group (12 persons) as reported by blackrock, inc. in a schedule 13g/a filed with the sec on january 31, 2014, which reported sole voting power with respect to 2,678,983 shares beneficially owned and sole dispositive power with respect to 2,826,691 shares beneficially owned. as reported by neuberger berman group llc, neuberger berman llc, neuberger berman management llc, and neuberger berman equity funds in a schedule 13g filed with the sec on february 12, 2014, which reported shared voting power with respect to 2,736,648 shares beneficially owned and shared dispositive power with respect to 2,748,148 shares beneficially owned. as reported by keeley asset management corp. and john l. keeley, jr. in a schedule 13g/a filed with the sec on february 7, 2014, which reported sole voting power with respect to 2,550,152 shares beneficially owned and sole dispositive power with respect to 2,714,572 shares beneficially owned by keeley asset management corp. john l. keeley, jr. reported no voting or dispositive power over 3,830 shares. as reported by the trust for the employee stock ownership plan portion of viewpoint bank 401(k) employee stock ownership plan in a schedule 13g/a filed with the sec on february 7, 2014, which reported shared voting and dispositive power with respect to all shares beneficially owned. as reported by the vanguard group in a schedule 13g filed with the sec on february 12, 2014, which reported sole voting power with respect to 57,996 shares beneficially owned, sole dispositive power with respect to 2,253,230 shares beneficially owned, and shared dispositive power with respect to 54,896 shares beneficially owned. includes restricted stock, stock options and employee stock ownership ('esop') shares awarded to the individuals referenced under shareholder approved equity incentive plans, as follows. individuals have sole voting but no dispositive power over restricted stock and esop shares and have no voting or dispositive power over stock options. stock options are currently exercisable or will become exercisable within 60 days after march 28, 2014. the board has placed the responsibilities of  cotb  with an independent nonexecutive member of the board, which we believe provides better accountability between the board and our management team. we believe it is beneficial to have an independent  cotb  whose sole responsibility to us is leading our board members as they provide leadership to our executive team. our  cotb  is responsible for providing leadership to the board and facilitating communication among the directors; setting the board meeting agendas in consultation with the president and ceo ; and presiding at board meetings, executive sessions and shareholder meetings. this delineation of duties allows the president and ceo to focus his attention on managing the day-to-day business of the company. we believe this structure provides strong leadership for our board, while positioning our president and ceo as the leader of the company in the eyes of our customers, employees and other stakeholders. executive sessions of the non-management directors without management in attendance are provided for at each regularly scheduled board meeting and are chaired by our non-executive  cotb .",0
1898,1487371,2014,"the position of  cotb  and ceo of the company were combined until april 30, 2011. effective may 1, 2011, we separated the positions of ceo and  cotb  with the appointment of hany massarany as our  ceo . our board believes that the separation of these positions strengthens the independence of our board. ",0
1899,1487730,2011,"our board of directors evaluates the appropriate leadership structure for the company on an ongoing basis, including whether or not one individual should serve as both ceo and  cotb  of our board of directors. while the board of directors has not adopted a formal policy, we currently separate the positions of ceo and  cotb  of our board of directors. david r. lumley currently serves as our ceo and david m. maura currently serves as our  cotb . the board of directors believes that the respective roles of mr. lumley and mr. maura best utilize their skills and qualifications in the service of the company at this time. the board retains the ability to adjust its leadership structure as the needs of the business change. ",0
1900,1487952,2012,"the board believes that it is important to retain the flexibility to combine or separate the responsibilities of the offices of  cotb  and ceo , as may be in the best interests of the company from time to time. the significant experience of mr. marc zandman, our  cotb , with the company's business (as a subsidiary of vishay intertechnology, inc. ( vishay intertechnology ) prior to the spin-off) uniquely qualifies him to serve as the board's non-executive  cotb  as vpg develops as an independent public company. at the same time, the active membership of mr. ziv shoshani, our ceo , on the board assures our board of the benefit of his comprehensive knowledge of the company's business, day-to-day operations, industry and competitive challenges. management continually monitors the material risks facing the company, including financial risk, strategic risk, operational risk, and legal and compliance risk. the board is responsible for exercising oversight of management's identification and management of, and planning for, those risks. although the board is ultimately responsible for risk oversight at the company, the board has delegated to certain committees oversight responsibility for those risks that are directly related to their respective areas of focus. the audit committee reviews our policies and guidelines with respect to risk assessment and risk management, including our major financial risk exposures, and oversees the steps management has taken to monitor and control those exposures. the compensation committee considers risk issues when establishing and administering our compensation programs for executive officers and other key personnel. the nominating and corporate governance committee oversees corporate governance risks, including matters relating to the composition and organization of the board and recommends to the board how its effectiveness can be improved by changes in its composition and organization. each of these committees routinely reports to the board on the management of these specific risk areas. to permit the board and its committees to perform their respective risk oversight roles, individual members of management who supervise the company's risk management report directly to the board or the relevant committee of the board responsible for overseeing the management of specific risks, as applicable. for this purpose, management has a high degree of access and communication with the board and its committees. the board believes that open and constructive communication between management and the board is essential for effective risk management and oversight. members of the company's senior management regularly attend board and committee meetings and are available to address any questions or concerns raised on matters related to risk management. the board and its committees exercise their risk oversight function by carefully evaluating the reports they receive from management and by making inquiries of management with respect to areas of particular interest to the board. the following table summarizes the composition of these committees:",0
1901,1488139,2011,"board leadership structure and risk oversight george p. sakellaris currently serves as both our cotb and CEO . our board of directors does not have a policy regarding the separation of the roles of cotb and CEO , as the board believes it is in our stockholders' best interests that we make this determination based on an assessment of the current condition of our company and composition of the board. our board of directors believes that having mr. sakellaris serve in both roles is in the best interests of our stockholders at this time   because it makes the best use of mr. sakellaris's extensive knowledge of the company and our industry, and fosters greater communication between management and the board of directors. in 2010, our board of directors, upon the recommendation of our nominating and corporate governance committee, appointed mr. nichols as lead director. mr. nichols is an independent director within the meaning of applicable nyse rules. because mr. nichols is retiring from the board of directors effective as of the date of the annual meeting, our board of directors, upon the recommendation of our nominating and corporate governance committee, appointed mr. sutton as lead director effective as of the date of the annual meeting. the duties of the lead director include the following: chairing any meeting of our non-management or independent directors in executive session; meeting with any director who is not adequately performing his or her duties as a member of our board of directors or any committee; facilitating communications between other members of our board of directors and the cotb of our board of directors and/or the CEO ; however, each director is free to communicate directly with the cotb of our board of directors and with the CEO ; monitoring, with the assistance of our general counsel, communications from stockholders and other interested parties and providing copies or summaries to the other directors as he considers appropriate; working with the cotb of our board in the preparation of the agenda for each board of directors meeting and in determining the need for special meetings of the board of directors; and otherwise consulting with the cotb of our board of directors and/or the CEO on matters relating to corporate governance and the performance of our board of directors. while our board is ultimately responsible for risk oversight, our board committees assist the board in fulfilling its oversight responsibilities in certain areas of risk. in particular, our audit committee focuses on financial risk, including internal control over financial reporting. our corporate governance and nominating committee focuses on the management of risks associated with board organization, membership and structure, succession planning for our directors and executive officers and corporate governance. finally, our compensation committee assists the board in fulfilling its oversight responsibilities with respect to the management of risks arising from our compensation policies and programs. ",0
1902,1489096,2012," upon mr. hennessy's resignation from the board and as its  cotb  in connection with the completion of our ipo on may 10, 2011, the board appointed mr. sorrentino as  cotb . the board believes that its current leadership structure best serves the objectives of the board's oversight of management, the ability of the board to carry out its roles and responsibilities on behalf of the stockholders and the company's overall corporate governance. the board also believes that the current separation of the  cotb  and ceo roles allows the ceo to focus his time and energy on operating and managing the company and leverage the experience and perspectives of the  cotb . the board, however, periodically reviews the leadership structure and may make changes in the future. ",0
1903,1489137,2014,"the board leadership structure separates the office of  cotb  and  ceo , and the ceo reports to the board. however, the board has no policy with respect to the separation of the offices of  cotb  and  ceo . the board believes this issue is part of the succession planning process and that it is in the best interests of the company for the board to consider it each time it elects the  ceo . the board has determined that its current leadership structure provides an appropriate framework for the board to provide independent, objective and effective oversight of management. the board may, however, make changes to its leadership structure in the future as it deems appropriate. the board is responsible for the oversight of the company and its business, including risk management. together with the board's standing committees, the board is responsible for ensuring that material risks are identified and managed appropriately. the board and its committees regularly review material strategic, financial, operational, legal and compliance risks with the company's senior management. the audit and ethics committee has primary oversight responsibility for the review of major risk exposures (whether financial, operating or otherwise) and the guidelines and policies that management has put in place to govern the process of monitoring, controlling and reporting such exposures. the audit and ethics committee also oversees compliance with legal and regulatory requirements and compliance with and enforcement of the company's code of business conduct and ethics. the audit and ethics committee is also responsible for establishing procedures for the receipt, retention and treatment of complaints received by the company regarding accounting, internal accounting controls or auditing matters and the confidential, anonymous submission by employees of the company of concerns regarding questionable accounting or auditing matters. the nominating and corporate governance committee oversees compliance with the company's corporate governance principles, including consideration of possible conflicts of interest of directors and management. the health, environment, safety and sustainability committee oversees the monitoring and enforcement of the company's policies for the protection of the safety and health of employees, contractors, customers and the public and related procedures and practices, and reviews with management the quality of the company's procedures for identifying, assessing, monitoring and managing the principal risks in the company's business associated with safety and occupational health and the protection of the environment. each of the committees reports to the board regarding the areas of risk it oversees. election of directors",0
1904,1489979,2014,"the board believes that a majority of its members are independent under both the applicable nasdaq rules and the applicable sec rules. the nasdaq rules provide that a director does not qualify as independent unless the board of directors affirmatively determines that the director has no relationship with the company that would interfere with his or her exercise of independent judgment in carrying out the responsibilities of a director. the board has adopted categorical director independence standards, which incorporate the independence standards of the nasdaq rules, to assist the board in determining whether a director has a relationship with the company that would impair his or her independence. the company's corporate governance guidelines provide the board with flexibility to select the appropriate leadership structure at a particular time based on the specific needs of the company's business and what is in the best interests of the company's stockholders. the company's corporate governance guidelines provide that the board has no established policy on whether the positions of  cotb  and  ceo , or ceo , should be held by the same or different persons. the company currently has separated the roles of  cotb  and ceo . in certain circumstances, however, the board may determine that it is in the best interests of the company for the same person to hold the positions of  cotb  and ceo . the board believes that the company's present leadership structure is appropriate for the company at the current time, as it provides an appropriate balance between the two roles. the ceo is responsible for setting the strategic direction for the company and the day-to-day leadership and performance of the company, while the  cotb  provides guidance to the ceo and sets the agenda for board meetings and presides over meetings of the full board. thus, the board believes that the current structure balances the need for the ceo to run the company on a day-to-day basis with the benefit provided to the company by involvement of an experienced member of the board who has significant historical experience with the company and its business, but no role in the day-to-day affairs of the company. the board leadership structure supports the company's governance approach to risk oversight as the ceo is involved directly in risk management as a member of the company's management",0
1905,1490906,2013,"john b. dicus,  cotb , president, ceo and director morris j. huey, ii, director jeffrey m. johnson, director james g. morris, director michael t. mccoy, m.d., director reginald l. robinson, director jeffrey r. thompson, director marilyn s. ward, director r. joe aleshire, former executive vice president for retail operations rick c. jackson, executive vice president and chief lending carlton a. ricketts, executive vice president for corporate services kent g. townsend, executive vice president, chief financial officer and treasurer directors, director nominees and executive officers of the company as a group (15 persons) included in the shares beneficially owned by the directors, director nominees and executive officers named in the table are options to purchase shares of the company's common stock which are currently exercisable or which will become exercisable within 60 days after december 6, 2013, as follows: mr. dicus 66,850 shares; mr. huey 7,500 shares; mr. johnson 120,685 shares; mr. morris 3,750 shares; dr. mccoy 120,685 shares; mr. robinson 7,500 shares; mr. thompson 120,685 shares; ms. ward 7,500 shares; mr. aleshire 30,000 shares; mr. jackson 116,040 shares; mr. ricketts 53,795 shares; and mr. townsend 72,164 shares. as reported in a schedule 13g amendment filed with the sec on february 11, 2013 by american century companies, inc., american century investment management, inc., american century capital portfolios, inc. and stowers institute for medical research. with respect to the shares listed in the table, american century companies, inc., american century investment management, inc. and stowers institute for medical research each reported having sole voting power as to 14,823,886 shares and sole dispositive power as to 15,185,462 shares and american century capital portfolios, inc. reported having sole voting power and sole dispositive power as to 12,587,553 shares. as reported in a schedule 13g amendment filed with the sec on february 7, 2013 by t. rowe price associates, inc. ( price associates ). with respect to the shares listed in the table, price associates reported having sole voting power as to 1,624,030 shares and sole dispositive power as to 11,437,128 shares. according to price associates, these securities are owned by various individual and institutional investors for which price associates serves as an investment advisor with the power to direct investments and/or sole power to vote the securities. for purposes of the reporting requirements of the securities exchange act of 1934, price associates is deemed to be a beneficial owner of such securities; however, price associates expressly disclaims beneficial ownership of such securities. of the 9,431,637 shares held by the employee stock ownership plan as of december 6, 2013, 4,971,291 were allocated to participant accounts. each participant may instruct the trustee of the plan how to vote the shares of common stock allocated to his or her account. in the event the participant fails to give timely voting instructions to the trustee with respect to the voting of the common stock that is allocated to his or her employee stock ownership plan account, and in the case of shares held in the employee stock ownership plan but not allocated to any participant's account, the trustee will vote such shares in the same proportion as directed by the participants who directed the trustee as to the manner of voting their allocated shares in the employee stock ownership plan with respect to each proposal. as reported in a schedule 13g filed with the sec on february 13, 2013 by the vanguard group, inc. ( vanguard ). with respect to the shares listed in the table, vanguard reported having sole voting power as to 107,486 shares, sole dispositive power as to 8,057,975 shares and shared dispositive power as to 99,396 shares. mr. dicus has pledged 40,000 of his shares for a line of credit with a third party financial institution unaffiliated with the company. of the shares beneficially owned by mr. johnson, 49,900 are held in brokerage accounts pursuant to which they may serve as security for margin loans. of the shares beneficially owned by mr. jackson, 51,698 are held in a brokerage account pursuant to which they may serve as security for a margin loan. mr. townsend has pledged 97,339 of his shares as collateral for a loan from a third party financial institution unaffiliated with the company. in the case of directors, director nominees and executive officers, both individually and as a group, includes shares held directly, as well as shares held by and jointly with certain family members, shares held in retirement accounts, shares held by trusts of which the individual or group member is a trustee or substantial beneficiary or shares held in another fiduciary capacity with respect to which shares the individual or group member may be deemed to have sole or shared voting and/or investment powers. the shares beneficially owned by directors, director nominees and executive officers as a group also include an aggregate of 813,791 shares of common stock issuable upon exercise of stock options which are currently exercisable or which will become exercisable within 60 days after december 6, 2013. the company currently combines the positions of ceo and  cotb  into one position. the company does not have a lead outside director. the company believes that this structure is appropriate because of the primarily singular operating environment of the company, with the company's focus on being a provider of retail financial services. having the ceo and  cotb  involved in the daily operations of this focused line of operations improves the communication between management and the board and ensures that the board's interest is represented in the daily operations of the company, particularly with regard to risk management. risk is inherent with the operation of every financial institution, and how well an institution manages risk can ultimately determine its success. the company faces a number of risks, including but not limited to credit risk, interest rate risk, liquidity risk, operational risk, strategic risk and reputation risk. the company's risk areas primarily involve the retail component of the bank through its retail financial services and focus on single-family lending, including originated and purchased loans. management is responsible for the day-to-day management of the risks the company faces, while the board has ultimate responsibility for the oversight of risk management. the board oversees risk through the annual review of all policies of the bank and company. in addition, monthly, quarterly and annual reports are prepared for, presented to and reviewed with the board addressing all major risk and compliance areas. for the policies of the board that require risk assessments to be completed, the results are generally summarized and presented to the board or a committee of the board. the executive officers responsible for managing the various risks in the bank and company present reports to the board as required by policy or as needed. the board has integrated the oversight of certain risk areas with the responsibilities of the audit committee and the compensation committee. the audit committee works with the independent director of internal audit to structure risk-based audits, the reports of which are presented to the audit committee, and progress toward the approved audit plan is reviewed and the committee is updated at least quarterly. in attempting to determine the appropriate levels and forms of compensation provided to the bank's and the company's officers and employees, the compensation committee considers whether compensation or incentive plans encourage excessive risk taking.",1
1906,1491778,2014,"generally, various committees of the board oversee risks associated with their respective areas of responsibility and expertise. the audit committee of the board discusses with management our policies with respect to risk assessment and management; our significant financial risk exposures and the actions management has taken to limit, monitor or control such exposures. in addition, the compensation committee assists the board in fulfilling its oversight responsibilities with respect to the management of risks arising from our compensation programs. the nominating and corporate governance committee assists the board in fulfilling its oversight responsibilities with respect to the management of risks associated with our overall governance practices and the leadership structure of the board (as further described under board leadership ). the board is kept informed of each committee's risk oversights and other activities via regular reports of the committee chairs to the full board. our corporate governance guidelines provide that one of our independent directors should serve as a lead independent director at any time when the ceo serves as the  cotb , or if the  cotb  is not otherwise independent. the lead independent director would preside over periodic meetings of our independent directors, serve as a liaison between our  cotb  and the independent directors and perform such additional duties as our board may otherwise determine and delegate. because our board has determined that mr. krach, the  cotb , is an independent director, our board has not appointed a lead independent director. our board believes that the current board leadership structure is best for the company and its stockholders at this time. ",0
1907,1492426,2014,"the company requires the election, by the independent directors of the board, of an independent lead director to serve during any period when there is no independent  cotb . because mr. walbert is currently serving as ceo and  cotb , in august 2012, the independent directors of the board named mr. grey as the lead independent director. the lead independent director periodically establishes the agenda for meetings of the independent directors, coordinates with the committee chairs to report committee matters to the full board, presides over executive sessions and other meetings of the independent directors, conveys messages from meetings of the independent directors to the ceo and makes himself available to discuss with other directors any concerns they may have about the company and its performance. the company believes that this leadership structure provides the appropriate level of independent oversight necessary to ensure that the board meets its fiduciary obligations to the company's stockholders, that the interests of management and our stockholders are properly aligned, and that we establish and follow sound business practices and strategies that are in the best interests of our stockholders. the company's board of directors is currently chaired by the president and ceo of the company, mr. walbert. the company believes that combining the positions of ceo and board chair helps to ensure that the board and management act with a common purpose. in the company's view, separating the positions of ceo and board chair has the potential to give rise to divided leadership, which could interfere with good decision-making or weaken the company's ability to develop and implement strategy. instead, the company believes that combining the positions of ceo and board chair provides a single, clear chain of command to execute the company's strategic initiatives and business plans. in addition, the company believes that a combined  ceo /board chair is better positioned to act as a bridge between management and the board, facilitating the regular flow of information. the company also believes that it is advantageous to have a board chair with an extensive history with and knowledge of the company (as is the case with the company's  ceo ) as compared to a relatively less informed independent board chair. ",1
1908,1492633,2013,"our ceo and other executive officers regularly report to the non-executive directors and the audit, compensation and nomination and corporate governance committees to ensure effective and efficient oversight of the company's activities and to assist in proper risk management and the ongoing evaluation of management controls. the senior vice president of corporate audit reports functionally and administratively to the company's chief financial officer and directly to the audit committee. the company believes that the board's leadership structure provides appropriate risk oversight of the company's activities given the controlling interests held by its majority shareholders. in june 2011, our board of directors adopted share ownership guidelines, pursuant to which our independent directors are required to maintain equity ownership in our company equivalent to at least five times their annual fees. shares beneficially owned by the independent directors, including dsus, jointly-owned shares and shares held in 401(k) plans, are included in the calculation. the independent directors are expected to meet the guidelines within five years from the adoption, although mr. pozen already meets the guidelines. ",0
1909,1492832,2013,"equal's  cotb  is an independent director. the board has determined that this leadership structure is an appropriate structure for equal because of the added experience and leadership provided to equal from having separate individuals perform the  cotb  and ceo function. equal believes that having an independent  cotb  also adds an extra level of independence to the board as a whole, and increases the ability and credibility of the board in its management oversight functions.",0
1910,1493491,2014,"the board applies the independence standard in the nasdaq listing rules to its directors. the board has determined that five of our seven directors, directors lehr, burger, mcginley, stanley and land, qualify as 'independent directors' as that term is defined in those nasdaq rules. as further required by those nasdaq rules, the board has made a subjective determination as to each independent director that no relationships exist which, in the opinion of the board, would interfere with the exercise of his or her independent judgment in carrying out the responsibilities of a director. in making these determinations, the directors reviewed and discussed information provided by the directors and the company with regard to each director's business and personal activities as they may relate to the company and its management. the board believes that our leadership structure, with separate persons serving as our  cotb  and  ceo , is in the best interests of our stockholders at this time. our ceo is responsible for setting the strategic direction for the company and the day-to-day leadership of our management and employees. our  cotb  is responsible for providing guidance to our ceo and presides over meetings of the board of directors. we believe that the role of a separate  cotb  also enhances the independent oversight of the management of the company and ensures that our board is fully engaged with the company's strategy and how it is being implemented. moreover, the separation of these positions allows mr. dorminey to better focus on his primary responsibilities of overseeing the implementation of the company's strategic plans and daily operations.",0
1911,1495569,2011,"mr. meister contributes the type of experience and qualifications the board seeks to maintain, primarily through his significant financial expertise in the high-tech market with experience as founder and managing partner of investment management firm and as a senior executive of a diversified holding company and investment companies overseeing the investment and management of a variety of companies, including high-tech companies. his extensive knowledge of financial matters, particularly of large institutional and fund investors, is important to the board and management as the company operates as a new public company and in connection with his service on the audit committee and compensation and leadership committee. he also brings historical knowledge of our business from his recent service as a director of motorola, inc.; mr. meredith contributes the type of experience and qualifications the board seeks to maintain, primarily through his extensive financial experience, including as a co-founder and the general partner of an investment management firm with a diversified portfolio of investments with a focus on high-tech companies and as the former chief financial officer of a global public high-tech computing company. his extensive knowledge of our business and the computing business is especially critical with the convergence of the wireless, media, the internet and computing industries. he also brings deep historical knowledge of our business from his recent service as a director of motorola, inc. and as interim chief financial officer for motorola, inc. and particularly imparts this expertise as chair of the audit committee; mr. ninivaggi contributes the type of experience and qualifications the board seeks to maintain, primarily through experience as a chief executive of a diversified holding company overseeing the investment and management of variety of companies, including high-tech companies, varied business and legal experience, including as a partner in a major law firm specializing in corporate finance and mergers and acquisitions, and his service as a director of other public companies. as a representative of our largest stockholder, he provides a unique viewpoint at our board and audit committee meetings; mr. stengel contributes the type of experience and qualifications the board seeks to maintain, primarily through his deep experience in marketing and branding of consumer facing products and services. as the founder of a brand strategy and marketing think tank and consultancy firm serving many different companies, with a long career at procter & gamble, including as its chief marketing officer, and together with his recent service as a director of motorola, inc., he provides unique perspective to the board and management as the company executes on its strategy to enable the digital lifestyle by enabling multi-screen experiences through multiple types of devices. serving on the board and as the compensation committee chair of aol, inc., another recent spin-off, he also understands the challenges faced by recently independent public companies and particularly imparts this expertise as chair of the compensation and leadership committee; mr. vinciquerra contributes the type of experience and qualifications the board seeks to maintain, primarily through his extensive experience in the media business. as a senior leader at news corporation, most proxy statement recently as the  cotb  and ceo of the fox network group, the primary operating unit of news corporation, mr. vinciquerra has been closely involved in the media revolution occurring over the last ten years. at fox network group, he oversaw television networks, cable networks, networks operations and engineering and interests in sports franchises. his media experience is especially critical with the convergence of the wireless, media, the internet and computing industries. he also brings historical knowledge of our business from his recent service as a director of motorola, inc. for many of these reasons, he is a strong contributor as lead director and on the governance and nominating committee; and dr. viterbi contributes the type of experience and qualifications the board seeks to maintain, primarily through technical expertise in the digital communication industry and his experience as co-founder of qualcomm, inc., a wireless telecommunication company. his technical achievements include the creation of the viterbi algorithm, which was critical to the development of digital communication. as an eminent technologist and professor of electrical engineering, he has deep knowledge concerning relevant technology, the company's market and engineering, which is highly valued by the board. dr. jha serves as  cotb , in addition to his role as ceo of the company. mr. vinciquerra serves as an independent lead director (the lead director ). the board has chosen this leadership structure, because it believes such structure is in the best interests of stockholders to enhance communication and efficiency and to implement strategic priorities of the company, particularly as the company is a recent independent public company separated from our former parent. further, the combined role fosters clear accountability and agile decision making, which is particularly important at this time and in the industries in which we compete. approximately 60% of the s&p 500 have proxy statement combined ceo - cotb  roles and only approximately 19% of the s&p 500 have an independent non-executive chair, according to a recent survey. as with all corporate governance, the board intends to carefully evaluate from time to time the best governance for the company. the lead director acts as the presiding director at meetings of the independent directors; advises on board meeting agendas, materials and schedules; acts as liaison between the independent directors and the  cotb  and ceo ; is available to speak on behalf of the company; assists the  cotb  and ceo as requested; and performs other duties as the board determines.",1
1912,1496099,2014," under the new mountain finance entities' bylaws, the new mountain finance entities' boards of directors may designate a  cotb  to preside over the meetings of the boards of directors and meetings of the stockholders/unit holder and to perform such other duties as may be assigned to him by the boards of directors. the new mountain finance entities do not have a fixed policy as to whether the  cotb s should be an independent director and believe that they should maintain the flexibility to select the  cotb  and reorganize the leadership structure, from time to time, based on the criteria that is in the best interests of the new mountain finance entities and their stockholders/unit holder at such times. as a bdc, nmf holdings has been subject to the 1940 act, including certain provisions applicable only to bdcs. accordingly, and after careful consideration of the 1940 act requirements applicable to bdcs, the cost of 1940 act compliance and a thorough assessment of nmf holdings' current business model, nmf holdings' board of directors has determined that continuation as a bdc is not in the best interests of nmf holdings at the present time. specifically, given that nmf holdings intends to withdraw nmf holdings' election to be treated as a bdc under the 1940 act and amend its operating agreement such that nmf holdings will remain a wholly owned subsidiary of nmfc with the sole purpose of serving as a special purpose vehicle for nmf holdings' existing credit facilities, and nmfc will assume, with the necessary stockholder approval, all other operating activities previously undertaken by nmf holdings under the management of the investment adviser (the at an in-person meeting of nmfc's board of directors held on march 25, 2014, the nmfc board considered the approval of the new advisory agreement. the board of directors believes that the terms and conditions of the new advisory agreement are fair to, and in the best interests of, nmfc and its stockholders. the nmfc's board of directors also believes that there will be no change in the services provided by the investment adviser to nmfc from the services previously provided by the investment adviser to nmf holdings, including the investment process, operations or investment advisory services to nmfc under the new advisory agreement. in reaching a decision to approve the new advisory agreement, the board of directors considered, among other things: based on the information reviewed and the discussions, nmfc's board of directors, including a majority of the disinterested directors, concluded that fees payable to the investment adviser pursuant to the new advisory agreement are reasonable in relation to the services to be provided, approved the new advisory agreement as being in the best interests of nmfc and its stockholders and directed that the approval of the new advisory agreement be submitted to the nmfc stockholders for approval with the nmfc board of directors recommendation that stockholders vote for the approval of the new advisory agreement. the nmfc board of directors did not assign relative weights to the above factors or the other factors considered by it. in addition, the nmfc board of directors did not reach any specific conclusion on each factor considered, but conducted an overall analysis of these factors. individual members of the nmfc board of directors may have given different weights to different factors. ",0
1913,1496623,2012,"netspend does not currently have a cotb , and, therefore, has not implemented a policy regarding the separation of the roles of CEO and cotb . netspend has, however, designated mr. schley as lead independent director. in his capacity as lead independent director, mr. schley (a) presides at all meetings of the board of directors, including executive sessions of the independent directors; (b) serves as a liaison between the CEO and the independent directors; (c) provides advice regarding information sent to the board of directors; (d) approves meeting schedules to assure that there is sufficient time for discussion of all agenda items; and (e) if requested by major stockholders, ensures that he is available for consultation and direct communications. the board of directors thinks this leadership structure effectively serves the best interests of netspend and its stockholders because it provides our company with strong, balanced and consistent leadership. the board of directors is generally responsible for risk oversight. management has implemented internal processes to identify and evaluate the risks inherent in the company's business and to assess the mitigation of those risks. management reports either to the audit committee or the entire board of directors, depending on the type of risk involved, regarding risks and the mitigation strategies planned or in place to address such risks.",0
1914,1497645,2013," the board, upon the recommendation of the nominating and corporate governance committee, has determined that mr. boekelheide should serve as a director because he brings to the board leadership experience and extensive experience and knowledge of our company and the hospitality industry. as the founder and ceo of shp llc, our predecessor, and the  cotb  of the summit group, our predecessor's former hotel management company, mr. boekelheide has long-term and valuable hands-on knowledge of the issues, opportunities and challenges facing our company and its business. in addition, mr. boekelheide brings his broad strategic vision for our company to the board. the board believes it is important to retain the flexibility to allocate the responsibilities of the positions of the  cotb  and the ceo in the way it believes is in our best interest. currently, the board believes that it is in our best interest to split these positions and that the  cotb  should be designated as the executive  cotb  in accordance with our bylaws. the board believes that this leadership structure is appropriate at this time. in particular, the current leadership structure clarifies the individual roles and responsibilities of mr. boekelheide and mr. hansen and helps streamline decision making and enhance accountability. as executive  cotb , mr. boekelheide remains involved in key matters, including transactions, and continues to advise mr. hansen and our other executive officers. given mr. boekelheide's in-depth knowledge of the issues, challenges and opportunities facing us, the board believes that mr. boekelheide is in a position to ensure that the board's time and attention are focused on the most critical matters. ",0
1915,1499686,2014,"mr. bernfield is our ceo and has served in such capacity since he co-founded aviv healthcare properties limited partnership in 2005. prior to co-founding our company, mr. bernfield was ceo and president of karell capital ventures, inc. ( kcv ), which he joined in 1990. kcv managed the entities that were combined in 2005 in connection with the formation of our predecessor partnership. mr. bernfield has been an investor in the nursing home industry for approximately 20 years and was the co-founder of some of the entities that were combined in 2005. mr. bernfield received a j.d. degree from the university of chicago law school and a b.s. degree in finance from the college of business at the university of illinois at urbana-champaign.",1
1916,1500213,2016,"the board of directors has determined that the separation of the offices of  cotb  and president and ceo will enhance board independence and oversight. moreover, the separation of the  cotb  and president and ceo will allow the president and ceo to better focus on his responsibilities of running the company, enhancing stockholder value and expanding and strengthening our franchise while allowing the  cotb  to lead the board in its fundamental role of providing advice to and independent oversight of management. consistent with this determination, henry p. hinckley serves as  cotb . mr. hinckley is independent under the listing requirements of the nasdaq stock market. risk is inherent with every business, and how well a business manages risk can ultimately determine its success. we face a number of risks, including credit risk, interest rate risk, liquidity risk, operational risk, strategic risk and reputation risk. management is responsible for the day-to-day management of risks the company faces, while the board, as a whole and through its committees, has responsibility for the oversight of risk management. in its risk oversight role, the board of directors has the responsibility to satisfy itself that the risk management processes designed and implemented by management are adequate and functioning as designed. to do this, the  cotb  meets regularly with management to discuss strategy and the risks facing the company. senior management attends the board meetings and is available to address any questions or concerns raised by the board on risk management and any other matters. the  cotb  and independent members of the board work together to provide strong, independent oversight of the company's management and affairs through its standing committees and, when necessary, special meetings of independent directors.",0
1917,1500217,2012,"board structure, leadership and risk management we have structured our corporate governance in a manner we believe closely aligns our interests with those of our stockholders. notable features of our corporate governance structure include the following: our board of directors is not staggered, with each of our directors subject to re-election annually;   of the seven persons who serve on our board of directors, our board of directors has determined that five, or 71%, of our directors satisfy the listing standards for independence of the nyse and rule 10a-3 under the securities exchange act of 1934, as amended, or the exchange act; at least one of our directors qualifies as an audit committee financial expert as defined by the sec; we have opted out of the control share acquisition statute in the maryland general corporation law, or mgcl, and the business combination provisions of the mgcl; and we do not have a stockholder rights plan. our directors stay informed about our business by attending meetings of our board of directors and its committees and through supplemental reports and communications. our independent directors meet regularly in executive sessions without the presence of our corporate officers or non-independent directors. our board of directors is currently chaired by mr. rady, our executive  COTB . our board of directors believes that mr. rady's service as our executive  COTB  is in the best interests of our company and our stockholders because mr. rady possesses detailed and in-depth knowledge of the issues, opportunities and challenges we face, and because he is the person best positioned to develop agendas that ensure that our board of directors time and attention is focused on the most critical matters. our board of directors believes that his role as executive  COTB  enables decisive leadership, ensures clear accountability and enhances our ability to communicate our message and strategy clearly and consistently to stockholders, employees and tenants. executive sessions of non-management directors our non-management directors meet without management present each time the full board convenes for a regularly scheduled meeting. if the board convenes for a special meeting, the non-management directors will meet in executive session if circumstances warrant. we currently do not have a lead independent director. the board welcomes communications from stockholders. for information on how to communicate with our independent directors, please refer to the information set forth under the heading communications with the board. board meetings the board held six regularly scheduled and special meetings in 2011 since our initial public offering to review significant developments, engage in strategic planning, and act on matters requiring board approval. each incumbent director attended an aggregate of at least 75 percent of the board meetings, and the meetings of committees on which he served, during the period that he served in 2011. board committees our board of directors has established three standing committees: an audit committee, a compensation committee and a nominating and corporate governance committee. the principal functions of each committee are briefly described below. we comply with the listing requirements and other rules and regulations of the nyse, as amended or modified from time to time, with respect to each of these committees and each of these committees is comprised exclusively of independent directors. additionally, our board of directors may from time to time establish other committees to facilitate the management of our company. ",1
1918,1503802,2014,"board leadership structure our bylaws and corporate governance guidelines provide our board with flexibility to combine or separate the positions of  COTB  and CEO and/or the implementation of a lead director in accordance with its determination that utilizing one or the other structure would be in the best interests of our company. at the current time, we do not have a  COTB  or a lead director. our board believes that oversight of our company is the responsibility of our board as a whole, and this responsibility can be properly discharged without a  COTB  or lead director. our  CEO , dr. kauffman, facilitates communications between members of our board and works with management in the preparation of the agenda for each board meeting. all of our directors are encouraged to make suggestions for board agenda items or pre-meeting materials. our board has concluded that our current leadership structure is appropriate at this time. however, our board will continue to periodically review our leadership structure and may make such changes in the future, as it deems appropriate. ",1
1919,1504008,2013,"the board of directors believes that having a combined  cotb / ceo  , a lead independent director, a majority of independent directors and independent key board committees provides an effective and appropriate leadership structure for the company. the company's corporate governance guidelines provide that the board of directors will select its  cotb  and the company's ceo in the manner it considers in the best interests of the company at any given point in time. at this time, the board of directors combines the role of  cotb  and the company's ceo . the board of directors believes that combining the roles of  cotb  and ceo fosters unified leadership and direction for the board of directors and executive management and allows for alignment and clear accountability in the development and execution of the company's strategic initiatives and business plans. mr. kanas is the director most familiar with the company's business and industry, and by serving in these dual capacities, he is best situated to effectively identify strategic priorities and lead discussions on key business issues that impact all of the company's stakeholders. the board of directors also considered mr. kanas' prior history and performance in serving in these dual capacities and believes that mr. kanas has provided effective leadership and guidance in the pursuit of the company's strategic objectives during his tenure as the company's  cotb  and ceo . the company's lead independent director is appointed by the board of directors. the current lead independent director is mr. demark, and he has served in this position since november 2012. the lead independent director's role and duties include, but are not limited to: presiding over regularly scheduled executive sessions of the non-management directors, serving as a liaison between the non-management directors and executive management and assisting the board of directors and executive management to ensure compliance with the company's corporate governance guidelines. further enhancing the overall independent functioning of the board of directors is the fact that the board of directors is comprised of over a two-thirds majority of independent directors. the independent directors also review mr. kanas' performance in his dual capacities of  cotb  and ceo . in addition, the company's governance structure is strengthened by virtue of each of its nominating and corporate governance, compensation and audit and risk committees consisting entirely of independent directors. these committees provide additional independent oversight of management. through the company's overall governance structure, the board of directors believes it has effectively balanced the need for strategic leadership by the company's  cotb  and ceo with the oversight and objectivity of the independent directors, and has created an effective and appropriate leadership structure that is conducive to the risk oversight process. the board of directors recognizes that, depending on the circumstances, other leadership structures might be appropriate and in the best interests of the company. accordingly, the board of directors has the discretion to modify its leadership structure in the future if it deems it in the best interests of the company to do so.",1
1920,1507277,2012,"the board of directors is committed to strong, independent leadership and believes that objective oversight of management performance is a critical aspect of effective corporate governance. all but two of the members of the board of directors are independent directors. in addition, our key governance committees of the board of directors audit, compensation and development, and nominating and governance are comprised solely of, and chaired by, independent directors. currently, the positions of  cotb  and ceo of the company are held by separate individuals, with james c. cherry serving as ceo and leslie m. baker, jr. serving as independent  cotb . the board of directors believes that at the current time this structure is appropriate for the company, as it allows mr. cherry to focus on the company's strategy, business and operations, while enabling mr. baker to assist with board-level matters and serve as a liaison between the board of directors and the company's management. the board of directors regularly deliberates and discusses its appropriate leadership structure and the role and responsibilities of the  cotb  based upon the needs of the company from time to time to provide effective, independent oversight of management.",0
1921,1508171,2018,"the board of directors has no reason to believe that either of the persons named below will be unable or unwilling to serve. our board of directors monitors and performs an oversight role with respect to the business and affairs of solar senior capital, including with respect to investment practices and performance, compliance with regulatory requirements and the services, expenses and performance of service providers to solar senior capital. among other things, our board of directors approves the appointment of our investment adviser and officers, reviews and monitors the services and activities performed by our investment adviser and executive officers and approves the engagement, and reviews the performance of, our independent public accounting firm. under solar senior capital's bylaws, our board of directors may designate a  cotb  to preside over the meetings of the board of directors and meetings of the stockholders and to perform such other duties as may be assigned to him by the board. we do not have a fixed policy as to whether the  cotb  should be an independent director and believe that we should maintain the flexibility to select the  cotb  and reorganize the leadership structure, from time to time, based on the criteria that is in the best interests of solar senior capital and its stockholders at such times. presently, mr. gross serves as the  cotb  of our board of directors. mr. gross is an interested person of solar senior capital as defined in section 2(a)(19) of the 1940 act because he is the president and ceo of solar senior capital, serves on the investment committee of our investment adviser and is a managing member of our investment adviser. we believe that mr. gross history with solar senior capital, familiarity with its investment platform, and extensive knowledge of the financial services industry and the investment valuation process in particular qualify him to serve as the  cotb  of our board of directors. we believe that solar senior capital is best served through this existing leadership structure, as mr. gross relationship with solar senior capital's investment adviser provides an effective bridge and encourages an open dialogue between management and the board of directors, ensuring that both groups act with a common purpose. our board of directors does not currently have a designated lead independent director. we are aware of the potential conflicts that may arise when a non-independent director is  cotb , but believe these potential conflicts are offset by our strong corporate governance policies. our corporate governance policies include regular meetings of the independent directors in executive session without the presence of interested directors and management, the establishment of audit, nominating and corporate governance committee and compensation committees comprised solely of independent directors and the appointment of a chief compliance officer, with whom the independent directors meet regularly without the presence of interested directors and other members of management, for administering our compliance policies and procedures. we recognize that different board leadership structures are appropriate for companies in different situations. we re-examine our corporate governance policies on an ongoing basis to ensure that they continue to meet solar senior capital's needs.",1
1922,1509432,2015,"mr. ryder serves as the lead independent director. our board of directors does not have a cotb . the CEO chairs all board meetings. the lead independent director acts as liaison between the independent directors and management, approves board meeting schedules and oversees the information distributed in advance of board meetings, is available to our in-house and outside corporate counsel to discuss and, as necessary, respond to stockholder communications to our board of directors, and calls meetings of the independent directors. we believe that having the lead independent director play a significant role in the leadership and administration of the board, yet having the CEO chair board meetings, provides an efficient and effective division of responsibility and organizational structure for our company. this arrangement enables the CEO to focus his efforts on running the company's business while simultaneously directing the board's attention to those matters most important to the business, while allowing the lead independent director to lead the board of directors in its fundamental role of providing advice to and independent oversight of management.",0
1923,1509470,2016,"the board of directors has no reason to believe that the persons named above will be unable or unwilling to serve. our board of directors monitors and performs an oversight role with respect to the business and affairs of gsv capital, including with respect to investment practices and performance, compliance with regulatory requirements and the services, expenses and performance of service providers to gsv capital. among other things, our board of directors approves the appointment of our investment adviser and officers, reviews and monitors the services and activities performed by our investment adviser and executive officers and approves the engagement, and reviews the performance of, our independent public accounting firm. under gsv capital's bylaws, our board of directors may designate a  cotb  to preside over the meetings of the board of directors and meetings of the stockholders and to perform such other duties as may be assigned to him by the board. we do not have a fixed policy as to whether the  cotb  should be an independent director and believe that we should maintain the flexibility to select the  cotb  and reorganize the leadership structure, from time to time, based on the criteria that is in the best interests of gsv capital and its stockholders at such times. presently, mr. moe serves as the  cotb  of our board of directors. mr. moe is an interested person of gsv capital as defined in section 2(a)(19) of the 1940 act because he is the ceo of gsv capital and a principal of and the chief investment officer for gsv asset management. mr. moe's history with the gsv asset management, familiarity with gsv asset management's investment platform, and extensive knowledge of the financial services industry and the investment valuation process in particular qualify him to serve as the  cotb  of our board of directors. our view is that gsv capital is best served through this existing leadership structure, as mr. moe's relationship with gsv capital's investment adviser provides an effective bridge and encourages an open dialogue between management and the board of directors, ensuring that both groups act with a common purpose. our board of directors does not currently have a designated lead independent director. we are aware of the potential conflicts that may arise when a non-independent director is  cotb , but believe these potential conflicts are offset by our strong corporate governance policies. our corporate governance policies include regular meetings of the independent directors in executive session without the presence of interested directors and management, the establishment of audit, valuation, compensation and nominating and corporate governance committees comprised solely of independent directors and the appointment of a chief compliance officer, with whom the independent directors meet regularly without the presence of interested directors and other members of management, for administering our compliance policies and procedures. we recognize that different board leadership structures are appropriate for companies in different situations. we intend to re-examine our corporate governance policies on an ongoing basis to ensure that they continue to meet gsv capital's needs.",1
1924,1509589,2012,"the board of directors has appointed mr. carty as the  cotb  and as such he presides over board meetings and any executive session of the non-management directors. in 2012, we expect that an executive session will be held after every regularly scheduled board meeting. the company's president and ceo is responsible for setting the company's strategic direction and for the day-to-day leadership performance of the company. the company's  cotb  provides input to the ceo and is responsible for presiding over the meetings of the board of directors and executive sessions of the non-management directors. the company believes that separating the roles of  cotb  and ceo is the most appropriate leadership structure for the company at this time, based on the current circumstances and direction of the company and the membership of the board of directors. this leadership structure permits the ceo to focus his attention on managing our business and allows the  cotb  to function as an important liaison between management and the board of directors, enhancing the ability of the board of directors to provide oversight of the company's management and affairs.",0
1925,1509892,2014,"the board's composition and leadership structure the 1940 act requires that at least a majority of the company's directors not be interested persons (as defined in the 1940 act) of the company. currently, four of the company's seven directors are independent directors (and are not interested persons ). joseph tansey, president of garrison investment group, and therefore an interested person of the company, serves as our CEO and  COTB  of our board. our board believes that it is in the best interests of our investors for mr. tansey to lead the board because of his familiarity with our portfolio companies, his broad experience with the day-to-day management and operation of other investment funds and his significant background in the financial services industry, as described below. the board does not have a lead independent director. however, messrs. martin and shewmaker, the  COTB  of the audit committee and the nominating and corporate governance committee, respectively, are independent directors and act as liaisons between the independent directors and management between meetings of the board. the board believes that its leadership structure is appropriate because the structure allocates areas of responsibility among the individual directors and the committees in a manner that enhances effective oversight. the board also believes that its small size creates an efficient corporate governance structure that provides opportunity for direct communication and interaction between garrison capital advisers and the board. ",0
1926,1509991,2013," our board currently separates the roles of  cotb  and  ceo . the board believes that the functions of the  cotb  are distinct from those of the  ceo . the board believes that, although these functions may be fulfilled by a single individual, separation of the positions currently serves to enhance the board's oversight of, and independence from, management. our board does not have a written policy regarding the separation of the positions of  cotb  and  ceo , and may modify this structure in the future to best address circumstances as appropriate. in any event, the board has reviewed the materiality of any relationship that each of our directors has with us, either directly or indirectly. based on this review, the board has determined that messrs. wright, ogunlesi, thunell and tong and sir richard are 'independent directors' as defined by the nyse rules and rule 10a-3 of exchange act. there are no family relationships among any of our executive officers, directors or nominees for director. ",0
1927,1510295,2013,"leadership structure of the board as provided in our corporate governance principles, our board does not have a policy requiring the roles of cotb and CEO to be filled by separate persons or a policy requiring the cotb to be a non-employee director. our board will make determinations about the leadership structure based on what it believes is best for the company given specific circumstances. the board views its active engagement in assessing specific risks through the involvement of our audit and compensation committees, assessing more strategic risks at its annual strategy review meeting and assessing operational and other risks as periodically reported by our CEO and cfo as providing the desired level of oversight and accountability for our current leadership structure. at present, the positions of cotb and CEO of marathon petroleum are split. thomas j. usher serves as our  COTB  and gary r. heminger serves as our president and ceo. the board has determined that mr. usher's knowledge and past experience serve our company well, and that our current board leadership structure is appropriate at this time. ",1
1928,1511198,2012,"mr. patrick serves as both the ceo and the  cotb  of the company. the board of directors believes that the company's ceo is best situated to serve as  cotb  because he is the director most familiar with the company's business and industry, and most capable of effectively identifying strategic priorities and leading the discussion and execution of strategy. independent directors and management have different perspectives and roles in strategy development. the company's independent directors bring experience, oversight and expertise from outside the company and industry, while the ceo brings company-specific experience and expertise. the board of directors believes that the combined role of  cotb  and ceo promotes strategy development and execution, and facilitates information flow between management and the board of directors, which are essential to effective governance. in accordance with governance best practices and our governance committee charter, the company has appointed john j. carson as lead director. the lead director position is voted on by the board of directors annually and must rotate at least every 4 years with the chair of the governance committee serving as lead director unless the board of directors in its discretion appoints another independent director as lead director. the lead director has the following responsibilities and duties: call, develop the agenda for and chair the private executive sessions of the non-management directors of the company. at least two such meetings or sub-sessions each year shall be limited to independent directors, as defined by the rules of the nasdaq, if different from non-management directors; debrief with the  cotb / ceo  on matters arising in private executive and independent director sessions; serve as a focal point of discussion among the non-management directors on key issues and concerns outside of board of director meetings and to serve as an alternative channel to communicate to the  cotb / ceo  any issues, views or concerns on the minds of the non-management directors. similarly, the lead director can serve as a channel of feedback from the  cotb / ceo  to the non-management directors; facilitate communications between the  cotb / ceo  and the other board members; gather input from the non-management directors on board of directors agendas and information (pre-reading materials etc.) and to provide such input to the  cotb / ceo  to ensure that agendas are focused on issues of importance to the non-management directors and that they are getting the information they need to address agenda items; review and approve all agendas for board of directors meetings before they are distributed to the board of directors; and play no role in operations and management, other than an oversight role as all other directors serve.",1
1929,1511337,2014,"current leadership structure, including separate positions of executive  cotb  and  ceo , provides an effective leadership model for the company and the benefit of the distinct abilities and experience of both individuals. the board of trustees also believes having an executive  cotb  is useful as it ensures that board leadership retains a close working relationship with management. our board of trustees believes that its governance structure ensures a strong, independent board even though the board does not have an independent  cotb . to strengthen the role of our independent trustees and encourage independent board leadership, the board of trustees also has established the position of lead trustee, which currently is held by joseph ryan. in accordance with our corporate governance guidelines, the responsibilities of the lead trustee include, among others:",0
1930,1511737,2012,"our company is led by robert pera, who has served as our CEO since the company was founded, sits on our board and is our largest stockholder. currently, we do not have a chairperson of the board nor do we have a lead director. in light of the size of our board and the oversight provided by and involvement of our independent directors and board committees in the leadership of our company, our board considers that our current leadership structure and conduct combines appropriate leadership with the ability to conduct our business efficiently and with appropriate care and attention. our bylaws provide that the board may in its discretion appoint a chairperson. our board has as an objective that its membership be composed of experienced and dedicated individuals with diversity of backgrounds, perspectives and skills. the nominating and governance committee selects candidates for director based on their character, judgment, diversity of experience, business acumen and ability to act on behalf of all stockholders. the nominating and governance committee believes that nominees for director should have experience that may be useful to us and our board, such as experience in operational management, accounting and finance, or industry and technology knowledge, as well as high personal and professional ethics and the willingness and ability to devote sufficient time to effectively carry out his or her duties as a director. the nominating and governance committee believes it appropriate for at least one, and, preferably, multiple, members of our board to meet the criteria for an audit committee financial expert as defined by sec rules, and for a majority of the members of our board to meet the definition of independent director under the rules of the nasdaq stock market. the nominating and governance committee also believes it appropriate for certain key members of our management to participate as members of our board. our board is actively involved in oversight of risks that could affect us as further described in ",0
1931,1513761,2014,"the board believes its current leadership structure best serves the objectives of the board's oversight of management, the board's ability to carry out its roles and responsibilities on behalf of the shareholders, and the company's overall corporate governance. the leadership structure of the company consists of mr. sheehan who serves as  ceo , tan sri lim kok thay who serves as  cotb  and mr. revell who serves as  cotb  of the audit committee. the board periodically reviews the leadership structure and may make changes in the future. ",0
1932,1514281,2018,"we believe that it is in the best interests of our stockholders for mr. roberts to serve as both  cotb  and ceo because of his decisive, consistent and effective leadership. we also believe that having a lead independent director mitigates the risk of our ceo also serving as our  cotb , which, in certain circumstances, may cause management to have undue influence on a board of directors. joseph lamanna serves as our lead independent director. our lead independent director chairs executive sessions of the independent directors of the board and meetings of the full board of directors when the  cotb  is absent, and otherwise serves as a liaison between the independent directors, the full board of directors and management. the board of directors recognizes that one of its key responsibilities is to evaluate and determine its optimal leadership structure so as to provide independent oversight of management. the board of directors understands that there is no single, generally accepted approach to providing board leadership and the right board leadership structure may vary as circumstances warrant. consistent with this understanding, our independent directors consider the board's leadership structure on an annual basis. we did not pay any compensation of any kind to our named executive officers and did not have any employees during the year ended december 31, 2017. therefore, our compensation policies and practices are not reasonably likely to have a material adverse effect on us. we pay our manager a management fee that is a percentage of our stockholders equity, as that term is defined in the management agreement. we believe this management fee structure helps guard against our manager making higher risk investments to achieve higher management fees as might be the case if the management fee was based on total assets or returns on investments. we have designed our compensation policy in an effort to provide the proper incentives to our executive officers and our manager to maximize our performance in order to serve the best interests of our stockholders. these compensation policies and practices do not place undue emphasis on or incentivize the maximization of net income at the expense of other criteria, such as preservation of capital. our board of directors monitors our compensation policies and practices to determine whether our risk management objectives are being met.",1
1933,1515980,2015,"our board of directors believes that its composition protects stockholder interests and provides sufficient independent oversight of our manager. a majority of our current directors are independent under nyse standards, as more fully described elsewhere in this proxy statement under corporate governance. the independent directors meet separately from the personnel of our manager on at least a quarterly basis and are very active in the oversight of our company. the independent directors oversee such critical matters as the integrity of our financial statements, the evaluation and compensation of our manager and the selection and evaluation of directors. ",0
1934,1516479,2015," has served on our board of directors since november 2010. mr. tambi currently serves as a member of the board of directors of akorn, inc. from august 2007 until the november 2010, mr. tambi served as a director of insys pharma. since forming the company in january 2006, mr. tambi has served as the  cotb , president and ceo of briant laboratories llc, a pharmaceutical company currently focused on developing, manufacturing and marketing combinations of leading single agent drugs and delivery systems. from 1995 to january 2007, mr. tambi served as the  cotb , president and ceo of morton grove pharmaceuticals, inc. prior to morton grove, mr. tambi served as president of ivax north american pharmaceuticals and as a member of the board of directors of ivax corporation (acquired by teva), a publicly traded pharmaceutical company. mr. tambi also served as chief operating officer of fujisawa usa, inc., a subsidiary of fujisawa pharmaceutical company, ltd. mr. tambi also held executive positions at lyphomed, inc. and bristol-myers squibb. mr. tambi earned his mba in international finance & economics and his b.s. in corporate finance from syracuse university. we believe that mr. tambi's drug development and commercialization expertise as well as his experience in the finance sector brings important strategic insight to our board of directors.",0
1935,1516973,2013,"our board is currently comprised of four independent directors and three affiliated directors, messrs. wilkus and erickson and dr. puryear. mr. wilkus has served as our chair and ceo since our incorporation in march 2011. we believe that combining the positions of chair and ceo is the best corporate governance leadership structure for us at this time because it permits clear accountability, effective decision-making and alignment on corporate strategy. although we believe that it is more effective for us to combine the positions of chair and  ceo , we recognize the importance of strong independent leadership on the board. we believe that our board's independent oversight continues to be substantial. our board of directors has determined that all of the current directors, except messrs. wilkus and erickson and dr. puryear, are independent as defined in the nasdaq rules. in addition, each of our board's audit committee and compensation and corporate governance committee is composed entirely of independent directors. these independent committees of our board also have the authority under their respective charters to hire independent advisors and consultants, at our expense, to assist them in performing their duties. further, it is our board's policy, as a matter of good corporate governance, to have a majority of our independent directors elect a lead independent director to preside over regular meetings of the independent directors, without management or employee directors present, to facilitate the board's effective independent oversight of management.",1
1936,1517650,2014,"to promote independent board leadership, as dr. brown is our  cotb  and our president and  ceo , our board has appointed, and annually will appoint, a lead director from among the independent directors. mr. hill was the  cotb  of our board, dr. brown, is also our president and  ceo . our guidelines provide that the board should be free to choose its  cotb  as it deems best for the company at that point in time, based on the recommendation of the nominating and corporate governance committee. our board does not have a policy on whether the role of  cotb  and ceo should be separate or combined and, if separate, whether the  cotb  should be selected from the non-employee directors or be an employee. ",1
1937,1517650,2016,"to promote independent board leadership, as dr. brown is both our cotb and our president and CEO , our board has appointed, and annually will appoint, a lead director from among the independent directors. mr. hill was appointed the independent lead director for 2011 and will continue to serve in that role in 2012. the lead director's responsibilities include: dr. brown is responsible for the day-to-day operations of our company, communicating with our constituents and implementing our strategy and other decisions of the board. because these items get significant focus at board meetings, the nominating and corporate governance committee and the full board of directors believe that it is appropriate to have our CEO and president act as the cotb . the board of directors also recognizes the important leadership roles played by our lead director and the cotb of each of the committees of the board. we also believe that the current leadership structure supports the board's role in risk oversight by combining the operational experience of a member of management with the oversight focus of an independent member of the board. the board evaluates its leadership structure from time to time and may change it as circumstances warrant.",0
1938,1518222,2012,"our governance processes, including the board's involvement in developing and implementing strategy, active oversight of risk, regular review of business results and thorough evaluation of the  ceo 's performance and compensation, provide rigorous board oversight of the ceo as he fulfills his various responsibilities. the board believes that it should have the flexibility to make determinations as to whether the same individual should serve as both the ceo and the  cotb . in determining the appropriate leadership structure, the board considers, among other things, the current composition of the board and challenges and opportunities specific to bankrate. currently, the positions of  cotb  and ceo have been separated. the  cotb  of our board of directors is peter c. morse, who has served in that capacity since 2002, and has been with bankrate for 17 years. we believe that mr. morse's leadership skills, coupled with his intimate knowledge of the company, make him well qualified to serve as our  cotb  at this time. management of risk is the direct responsibility of the ceo and other executive officers. our board of directors has responsibility for the oversight of risk management on an enterprise-wide basis, making the assessment that management has appropriately identified the risks faced by the company, determined how those risks will evolve over time, and developed the proper actions for risk mitigation. the board's approach is designed to support the achievement of our organizational and strategic objectives, supporting sound financial management and sustainable growth, while at the same time creating enhanced stockholder value. the board evaluates the risk management practices developed and implemented by management and gauges whether these practices are operating as intended. the board frequently reviews information regarding operations, cash and financial management, productivity, growth initiatives, and the risks associated with each. in addition, the board develops an annual operating plan with management that takes into account key risks and opportunities. several review sessions between management and the board are conducted as part of the process to develop the operating plan, during which a thorough discussion of these risks and adequate risk mitigation efforts are undertaken. the  cotb , by leading board meetings, facilitates reporting by the audit committee to the board of its activities in risk oversight assistance to the board. the  ceo 's collaboration with the board allows him to gauge whether management is providing adequate information for the board to understand the interrelationships of our various business and financial risks. he is available to the board to address any questions from directors regarding executive management's ability to identify and mitigate risks and weigh them against potential rewards. we do not believe that there are any material compensation arrangements that provide meaningful incentives for employees, including the named executive officers and additional executive officers, to take risks that would be reasonably likely to have a material adverse effect on us.",0
1939,1519401,2013,"as described in the corporate governance guidelines, the board may select its  cotb  and the company's ceo in any way that it considers to be in the best interests of the company. therefore, the board does not have a policy on whether the role of  cotb  and ceo should be separate or combined and, if it is to be separate, whether the  cotb  should be selected from the independent directors. mr. perez currently serves as  cotb  of our board. at this time, the board believes the separation of the roles of  cotb  and ceo promotes communication between the board, the  ceo , and other senior management, and enhances the board's oversight of management. we believe our leadership structure provides increased accountability of our ceo to the board and encourages balanced decision-making. we also separate the roles in recognition of the differences in the roles. while the ceo is responsible for day-to-day leadership of the company and the setting of strategic direction, the  cotb  provides guidance to the ceo and coordinates and manages the operation of the board and its committees. at this time, the board believes our current leadership structure, with a non-employee  cotb , is appropriate for the company and provides many advantages to the effective operation of the board. the board will periodically evaluate and reassess the effectiveness of this leadership structure. election of directors",0
1940,1520006,2014,"mr. foran serves as  cotb  and ceo of the company. as stated in the corporate governance guidelines, the board does not believe that the offices of  cotb  and ceo must be separate. the members of the board possess experience and unique knowledge of the challenges and opportunities the company faces. they are, therefore, in the best position to evaluate the current and future needs of the company and to judge how the capabilities of the directors and senior managers can be most effectively organized to meet those needs. given his deep knowledge of the company and experience in leading it, the board currently believes that the most effective leadership structure for the company is to have mr. foran serve as  cotb  and  ceo . while mr. foran serves as  cotb  and  ceo , all other directors are independent. after considering the recommendations of our nominating, compensation and planning committee, the independent directors determine mr. foran's compensation. further, the company has four standing committees and an independent lead director. the board believes that each of these measures counterbalances any risk that may exist in having mr. foran serve as  cotb  and  ceo . for these reasons, the board believes that this leadership structure is effective for the company. as the lead director, mr. laney has the following roles and responsibilities: he chairs the executive sessions of the non-management and independent directors; he leads the independent directors in the evaluation of the  ceo ; he facilitates communication among the non-management and independent directors; and he acts as a liaison between the non-management and independent directors and the  ceo . mr. laney, as lead director, may also perform such other duties as the board or the corporate governance committee from time to time may assign, which may include, but are not limited to, the following: help develop board agendas and ensure critical issues are included; determine quality, quantity and timeliness of information from management; make recommendations about retaining consultants or special advisors for the board; interview board candidates; oversee board and director evaluations; and help improve communications and processes by and between management and the board and the  ceo . joseph wm. foran matthew v. hairford david e. lancaster david f. nicklin ryan c. london stephen a. holditch david m. laney gregory e. mitchell steven w. ohnimus michael c. ryan carlos m. sepulveda, jr. margaret b. shannon reynald a. baribault all directors, nominees for director and executive officers as a group (15 persons)",1
1941,1520262,2013,"our board consists of three classes of directors with each director serving a staggered three-year term as follows: the board appointed mr. pops as  cotb  of our board and as our  ceo . in determining that mr. pops serve in this combined role, the board considered mr. pops' ability to provide consistent and continuous leadership to both our board and our company at a time of changing company priorities, his ability to coordinate the strategic objectives of both management and the board, his extensive knowledge of our operations and the industry and markets in which we compete and his ability to promote communication and synchronize activities between our board and our senior management. to facilitate effective independent oversight, the board adopted a lead independent director role. the board believes that this structure provides an efficient and effective leadership model for the company and we believe that this board leadership structure is the most appropriate structure for the company as of the date of this proxy statement. the duties of the lead independent director include: presiding at all meetings of the board at which the  cotb  is not present, including all executive sessions of the independent directors; reviewing and approving matters, such as agenda items, schedule sufficiency, and, where appropriate, information provided to other board members; serving as the liaison between the  cotb  and the independent directors; authorizing the retention of outside advisors and consultants who report directly to the board on board-wide issues; calling meetings of the independent directors of the board; and ensuring availability, when appropriate and if requested by shareholders, for consultation and direct communication. a current copy of our charter of the lead independent director is available on the corporate governance page of the investors section of the company's website, available at",1
1942,1520697,2012,"the board believes that our ceo is best situated to serve as  cotb  of our board of directors because he is the director most familiar with our business and industry, and most capable of effectively identifying strategic priorities and leading the discussion and execution of strategy. independent directors and management have different perspectives and roles in strategy development. our independent directors bring experience, oversight and expertise from outside our company and industry, while the ceo brings company-specific experience and expertise. our board of directors believes that the combined role of  cotb  and ceo promotes strategy development and execution, and facilitates information flow between management and the board, which are essential to effective governance. ",1
1943,1520744,2013,"mr. biltz serves as our  ceo , and mr. guth serves as our non-executive  cotb . our policy is to have a  cotb  who is an independent director. we believe having separate ceo and  cotb  positions is the most appropriate structure for lumos networks and our stockholders. we believe it is appropriate for mr. biltz to be able to focus his efforts on serving as our ceo while working closely with our  cotb , mr. guth. the board of directors may in the future revisit this policy from time to time. the  cotb  has the following duties: preside at all meetings of the board of directors, including executive sessions of the independent directors; serve as liaison between the ceo and the independent directors; provide advice and counsel to the ceo on meeting schedules and possible meeting agenda topics; have the authority to call meetings of the independent directors; provide input to the compensation committee regarding the  ceo 's performance and meet, together with the chairperson of the compensation committee, with the ceo to discuss the evaluation of the  ceo ; and provide input to the nominating and governance committee regarding the appointment of the chairpersons and members of the audit committee, the compensation committee and the nominating and governance committee. the board of directors also has three standing committees, audit, compensation and nominating and governance. each committee has a separate chairperson and each of the committees is comprised solely of independent directors. our corporate governance guidelines provide that the independent directors will meet in executive session at least tw a year, and the  cotb  will preside at these sessions. our audit committee charter provides that the audit committee is responsible for evaluating and monitoring our financial risks and our compliance with laws and regulations. on a regular basis, our audit committee reviews and discusses with management our major financial and operating risks and exposures and the steps management has taken to monitor and control such risks and exposures, including our risk assessment and risk management policies. although the audit committee has primary responsibility for overseeing these matters, the full board of directors and our other committees are actively involved in overseeing risk management. our corporate governance guidelines provide that the board of directors and each committee are responsible for overseeing our program for identifying, evaluating and controlling significant risks. management updates the entire board of directors on a quarterly basis on key business risks affecting our business. the board of directors also engages in periodic discussions with the chief financial officer and other members of management regarding risks as appropriate. in addition, each of the other committees of the board of directors considers risks within its area of responsibility and regularly reports to the board of directors. the compensation committee considers succession planning, human resources risks and risks that may be a result of our executive compensation programs, as described in the compensation discussion and analysis section later in this proxy statement. the compensation committee has a compensation recoupment policy that authorizes the board of directors to obtain reimbursement of any portion of any performance-based compensation paid or awarded, whether cash or equity based, where the payment or award was predicated upon the achievement of certain financial results or metrics that are subsequently the subject of a restatement or correction, from the officers and from other employees responsible for accounting errors resulting in the restatement or correction. the compensation committee also has approved stock ownership guidelines, which are described later in this proxy statement. , the compensation committee considered our incentive compensation plans for executive officers and other employees and does not believe they pose any material risks to us. with respect to our annual short-term incentive compensation plan, the compensation committee has approved the use of revenue and adjusted ebitda as the performance metrics. the compensation committee believes using these metrics does not pose material risk to the company or its stockholders and, in fact, aligns the interests of our officers and employees with our stockholders because these are the performance metrics most monitored by the investment community. additionally, the annual short-term incentive compensation plan includes individual performance which can be used by the compensation committee to adjust the payout after taking into account the quality of the individual's performance during the year. the compensation committee also believes the completion of major capital projects provided for in the business plan and capital efficiency are important to stockholders and the long-term growth of the company. accordingly, the compensation committee expects to condition any payout under the annual short-term incentive compensation plan on satisfaction of these items. in addition to considering the short-term incentive compensation plan for our eligible employees, the compensation committee also receives an annual presentation on the design of our sales incentive programs for our sales employees. the senior management team presented a revised sales commission plan in 2013 and the compensation committee determined that this plan does not encourage behavior that would not be in our long-term interest. with respect to our long-term incentive plans, the compensation committee has approved vesting requirements to incentivize long-term performance and approved using a blend of restricted stock awards and stock options. the compensation committee stock price-related performance conditions for certain of our equity awards granted to executive officers during 2013 the nominating and governance committee, along with the full board of directors, considers potential governance-related risk matters. the current leadership structure of the board of directors supports the risk oversight functions described above with independent leadership provided by our  cotb  and with six of our eight directors being independent.",0
1944,1521332,2013,"the board believes it is important to retain flexibility to allocate the responsibilities of the offices of the  cotb  and ceo in a manner that is in the best interests of the company. currently, the board believes it is in the best interests of the company to separate the positions of ceo and  cotb  and to have an independent non-executive  cotb . john a. krol has served in this role since 2009. it is expected that mr. krol will continue to serve as the non-executive  cotb , contingent upon his re-election to the board. the board believes this leadership structure affords the company an effective combination of internal and external experience, continuity and independence, which will serve the board and the company well. ",0
1945,1521951,2014,"of the nine directors currently serving on the board, the board has determined that mark d. bugher, jan a. eddy, john j. harris, gerald l. kilcoyne, john m. silseth, barbara h. stephens and dean w. voeks are independent directors for purposes of nasdaq listing rule 5605(a)(2). the roles of chair of the board and ceo are held separately. mr. smith serves as chair, and mr. chambas serves as  ceo . the board believes that at this time, separation of these roles is in the best interests of the company and its shareholders because separation:",0
1946,1522420,2016,"the positions of  cotb  and president and ceo of the company are held by different individuals. by maintaining the separate positions of  cotb  and  ceo , the company believes it enhances the ability of the board of directors to provide strong, independent oversight of the company's management and affairs. ",0
1947,1524223,2014,"our board of directors and management believe that the choice of whether the  cotb  of our board of directors should be an executive of the company, or a non-executive or independent director, depends upon a number of factors, taking into account the candidates for the position and the best interests of the company and its stockholders. currently, mr. manning is our  cotb . mr. manning's operating and leadership experience as an officer and director of manning & napier advisors, llc since it was founded, including in his role as the primary architect of its research and investment process, make him a compelling choice for  cotb . when seeking candidates for election and appointment to the board of directors, our nominating and corporate governance committee will consider candidates that possess the integrity, leadership skills and competency required to direct and oversee our management in the best interests of our stockholders, clients, employees, communities we serve and other affected parties, and consider the competency of the board of directors as a whole. with respect to the seven director nominees, the nominating and corporate governance committee focused on the information described in each of the board of directors members biographical information set forth above. stockholders may submit candidates for nomination to the board of directors based on the criteria set forth by the nominating and corporate governance committee and the board of directors in accordance with the procedures set forth in our amended and restated bylaws. the nominating and corporate governance committee will evaluate candidates recommended by stockholders in the same manner as all other candidates. to date, no stockholder nominations for director have been made nor have any stockholder recommendations for director been received by the company.",0
1948,1524358,2013,"we are asking shareholders to vote on whether future advisory votes on executive compensation like item 4 above should occur every year, every two years or every three years. this vote is not binding on the board of directors. after careful consideration, the board has determined that holding an advisory vote on executive compensation every year is most appropriate for the company at this time, and recommends that shareholders vote to hold such future advisory votes every year. while our executive compensation program is designed to motivate executive officers to perform their duties in ways that would help achieve current year as well as longer-term objectives, the board recognizes that executive compensation disclosures are made annually. given that advisory votes on executive compensation are relatively new, holding an annual advisory vote provides us with more direct and immediate feedback on our compensation. six of our nine directors are independent, and the audit committee, compensation policy committee and nominating and corporate governance committee are comprised solely of independent directors. consequently, the independent directors directly oversee such critical items as the company's financial statements, executive compensation, the selection and evaluation of directors and the development and implementation of our corporate governance programs. we believe that this leadership structure is the optimal structure for the company and our shareholders at this time, because the separation of the roles of  cotb  and ceo allows our ceo to focus on his duties while benefitting from the experiences of the  cotb 's significant experience at marriott international and in the hospitality industry. ",0
1949,1524472,2014,"the board believes that the decision as to whether to combine or separate the ceo and  cotb  positions will depend on the facts and circumstances facing the company at a given time and could change over time. in today's challenging economic and regulatory environment, directors, more than ever, are required to spend a substantial amount of time and energy in successfully navigating a wide variety of issues and guiding the policies and practices of the companies they oversee. to that end, we presently believe that having a separate  cotb , whose sole job is to lead the board, allows our ceo to focus his time and energy on running the day-to-day operations of our company. however, the board will consider the continued appropriateness of this structure as necessary to meet the best interests of the company. the board believes that the company's current leadership structure does not affect the board's role in risk oversight of the company. . the provisions of ic 23-1-33-6(c) shall not apply to the corporation.",0
1950,1526113,2013,"nicholas s. schorsch serves as both our cotb and our CEO . as CEO , mr. schorsch is responsible for the daily operations of the company and implementing the company's business strategy. the board of directors believes that because the CEO is ultimately responsible for ensuring the successful operation of the company and its business, which is also the main focus of the board of directors's deliberations, the CEO is the most qualified director to act as cotb . the board of directors may modify this structure to best address the company's circumstances for the benefit of its stockholders when appropriate. the company's management believes that having a majority of independent, experienced directors, provides the right leadership structure for the company and is best for the company and its stockholders at this time.",0
1951,1526119,2015,"dr. westphal has served as the cotb of our board of directors since march 2011. mr. termeer, an independent member of our board of directors, has served as its lead director since march 2012. the independent members of the board of directors have periodically reviewed the board's leadership structure and have determined that verastem and our stockholders are well served with this structure. the cotb provides leadership to the board of directors and works with the board of directors to define its activities and the calendar for fulfillment of its responsibilities. the cotb approves the meeting agendas after input from the board of directors and management, facilitates communication among directors and presides at meetings of our board of directors and stockholders. the lead director presides over meetings of the independent directors. the board of directors provides oversight of verastem's management and affairs. mr. termeer, as the lead director and chair of the nominating and corporate governance committee, oversees the maintenance and improvement of governance practices that require and support high levels of performance by members of the board of directors. mr. termeer's leadership encourages open discussion and deliberation, with a thoughtful evaluation of risk, to support the board's decision-making. mr. termeer's leadership also encourages communication among the directors, and between management and the board of directors, to facilitate productive working relationships.",0
1952,1526119,2015,"dr. westphal has served as the  cotb  of our board of directors since march 2011. mr. termeer, an independent member of our board of directors, has served as its lead director since march 2012. the independent members of the board of directors have periodically reviewed the board's leadership structure and have determined that verastem and our stockholders are well served with this structure. the  cotb  provides leadership to the board of directors and works with the board of directors to define its activities and the calendar for fulfillment of its responsibilities. the  cotb  approves the meeting agendas after input from the board of directors and management, facilitates communication among directors and presides at meetings of our board of directors and stockholders. the lead director presides over meetings of the independent directors. the board of directors provides oversight of verastem's management and affairs. mr. termeer, as the lead director and chair of the nominating and corporate governance committee, oversees the maintenance and improvement of governance practices that require and support high levels of performance by members of the board of directors. mr. termeer's leadership encourages open discussion and deliberation, with a thoughtful evaluation of risk, to support the board's decision-making. mr. termeer's leadership also encourages communication among the directors, and between management and the board of directors, to facilitate productive working relationships.",0
1953,1526796,2014,"mr. vigano serves as the  cotb  of our board of directors. although we do not have a formal policy on whether the role of the ceo and  cotb  should be separate, we believe that having mr. vigano serve as a non-employee  cotb  is preferable at this time. our  cotb  provides leadership to ensure that the board functions in an independent, cohesive fashion. we believe our ceo should be principally responsible for running the company, while our  cotb  is responsible for running the board. the board of directors has considered the time that is required of mr. blanchette as ceo and believes that by having another director serve as  cotb , mr. blanchette is able to focus his entire energy on running ignite. under our corporate governance guidelines and our bylaws, our  cotb : provides leadership to the board of directors and facilitates communication between, and information flow to, the directors; establishes the agenda for board meetings; presides at board meetings, executive sessions and stockholder meetings; gathers feedback from interviews with prospective director nominees; and sees that all orders, resolutions and policies adopted or established by the board of directors are carried into effect. our  cotb  also has access to management and financial and other information as he deems appropriate from time-to-time to assist him and the board of directors in discharging their responsibilities. the board of directors determines its leadership structure from time to time. as part of the annual board self-evaluation process, the corporate governance and nominating committee and the board evaluate the board's leadership structure to ensure that the structure is appropriate for ignite and its stockholders. we recognize that different board leadership structures may be appropriate for ignite in the future, depending upon applicable circumstances. however, the board of directors believes the current leadership structure, with mr. blanchette as ceo and mr. vigano as  cotb , is the appropriate structure for ignite at this time.",0
1954,1527590,2014,"our current board of directors is comprised of seven members. our board of directors has determined that four of its members are independent directors pursuant to the listing standards for independence of the nyse. our bylaws (or bylaws) provide that a majority of the entire board of directors may at any time increase or decrease the number of directors. however, unless our bylaws are amended, the number of directors may never be less than the minimum number required by the maryland general corporation law (or mgcl) nor more than 15. denise crowley and eric reimer who are current members of our board of directors have decided not to stand for re-election to our board of directors at the annual meeting. pursuant to our bylaws, we expect our board of directors to decrease the size of our board from seven members to five members, effective immediately following the annual meeting. in accordance with our articles of amendment and restatement and our bylaws, each director holds office until our next annual meeting of stockholders and until his or her successor has been duly elected and qualifies, or until the director's earlier resignation, death or removal.our board of directors believes that its composition protects stockholder interests and provides sufficient independent oversight of our advisor. a majority of our current directors are 'independent' under nyse standards, as more fully described elsewhere in this proxy statement. the independent directors intend to meet separately from the personnel of our advisor on at least a quarterly basis and are very active in the oversight of the company. the independent directors oversee such critical matters as the integrity of our financial statements, the evaluation and compensation of our advisor and the selection and evaluation of directors. ",0
1955,1528849,2018,"board leadership structure; lead independent director our corporate governance guidelines provide the flexibility for our board of directors to modify our leadership structure in the future as appropriate. we believe that our company is well served by this flexible leadership structure. was appointed to our board of directors on january 22, 2015. mr. rowghani has served in executive leadership positions at innovative growth companies, including twitter, inc. and pixar animation studios, inc. at twitter, mr. rowghani was hired as the company's first chief financial officer in march 2010, and later served as chief operating officer, with responsibility for business development, platform, media, product, and business analytics, from december 2012 to june 2014. prior to twitter, from june 2002 to february 2010, mr. rowghani served in various leadership roles at pixar, including chief financial officer and senior vice president, strategic planning, reporting to pixar founder and president, ed catmull. mr. rowghani is currently the ceo of the ycombinator continuity fund, which invests in growth-stage startups. mr. rowghani holds a b.a. in international relations and an m.b.a. from stanford university. mr. rowghani's operational and financial leadership, coupled with his expertise in scaling innovative, high-growth companies, provides the board with valuable operational and financial expertise. ",1
1956,1529377,2013,"board leadership structure our business is managed by our manager, subject to the supervision and oversight of the board. a majority of the board is ""independent,"" as determined by the requirements of the nyse corporate governance listing requirements and the regulations of the sec. our board has the responsibility for establishing broad corporate policies and for our overall performance and direction, but is not involved in our day-to-day operations. our directors keep informed about our business by attending meetings of the board and its committees and through supplemental reports and communications with our manager and our executive officers. our non-management directors meet in an executive session without the presence of our officers or management directors at least once a year to review, among other matters, the performance of our CEO and senior management. in addition, our non-management directors will meet in executive session at other times at the request of any non-management director. the board monitors and performs an oversight role with respect to the business and affairs of the company, including with respect to investment practices and performance, compliance with regulatory requirements and the services, expenses and performance of service providers to the company. among other things, the board approves the appointment of the company's external manager and officers, reviews and monitors the services and activities performed by the company's external manager and officers and approves the engagement, and reviews the performance of, the company's independent registered public accounting firm. under our bylaws, the board may designate a cotb to preside over the meetings of the board and meetings of the stockholders and to perform such other duties as may be assigned to him by the board. the company does not have a fixed policy as to whether the cotb of the board should be an independent director and believes that its flexibility to select its cotb and reorganize its leadership structure from time to time is in the best interests of the company and its stockholders. presently, mr. arougheti serves as the cotb of the board. mr. arougheti is an interested director because he is on the investment committee of our manager and is a member of and serves on the executive committee of ares partners management company llc (""apmc""), the indirect parent of ares management, the managing member of our manager. he has also served as president of ares capital corporation, a publicly traded specialty finance company with approximately $6.4 billion of total assets as of december 31, 2012, since may 2004 and as one of its directors since 2009. the company believes that mr. arougheti's history with the company, familiarity with the ares investment platform and depth of experience in managing a public company and in investment management, leveraged finance and financial services qualifies him to serve as the cotb of the board. moreover, the company believes that it is best served through its existing leadership structure with mr. arougheti as cotb of the board, as mr. arougheti's relationship with our manager provides an effective bridge between the board and our manager, thus ensuring an open dialogue between the board and our manager and that both groups act with a common purpose. the board has formed an audit committee and a nominating and governance committee and adopted charters for each of these committees, both of which are available on our website at www.arescre.com . the board determined not to form a separate compensation committee because our executive officers are not expected to receive any direct compensation from us other than certain grants made to the chief financial officer under our 2012 equity incentive plan. the audit committee is responsible for administering our 2012 equity incentive plan and approving the compensation payable to our manager pursuant to the management agreement. each of the audit and nominating and governance committees has three directors and is composed exclusively of independent directors, as defined by the nyse corporate governance listing requirements and the regulations of the sec. the company believes that board leadership structures must be evaluated on a case by case basis and that its existing board leadership structure provides sufficient independent oversight over our manager. in addition, the company believes that that the current governance structure, when combined with the functioning of the independent director component of the board and our overall corporate governance structure, strikes an appropriate balance between strong and consistent leadership and independent oversight of our business and affairs. however, the company continually re-examines its corporate governance policies on an ongoing basis to ensure that they continue to meet the company's needs. ",1
1957,1529979,2012,"board leadership structure and role in risk oversight the board has no policy with respect to the separation of the offices of  COTB  and  CEO ; mr. weisberg, our  CEO , also currently serves as  COTB . however, the corporate governance guidelines adopted by our board provides that if the board elects as  COTB  a person who is not ""independent"" as defined in pertinent legal and/or regulatory standards, it shall also elect a ""lead independent director"" who shall be an independent director and who shall be recommended by the nominating and corporate governance committee. the lead independent director, among other things, (i) presides in the absence of the  COTB  at all meetings of the stockholders and the board at which the  COTB  is not present, (ii) presides over all separate executive sessions of the independent board members, and (iii) coordinates the activities of independent directors and serves as a liaison between the independent directors, the board and the  COTB . on may 1, 2012, the board, in connection with the confirmation of philip z. weisberg to continue to serve as  COTB , elected jerry putnam, jr. to serve as lead independent director of the company, to serve in accordance with the company's corporate governance guidelines and at the discretion of the board. the board of directors has delegated to management the primary responsibility for enterprise level risk, while the board of directors has retained responsibility for oversight of management in that regard. management is expected to offer an enterprise-level risk assessment to the board at least once every year. ",0
1958,1532063,2011,"mr. paz has served as both the  cotb  and our ceo since may 2006. we believe that the current board leadership structure is appropriate because mr. paz has a unique depth of knowledge about express scripts and the opportunities and challenges we face and we believe that the current board leadership structure provides for effective leadership because it recognizes that in most cases one person should speak for and lead both the company and the board of directors. our corporate governance guidelines provide for the selection of a presiding director of the board at such times as the position of  cotb  is held by a non-independent director. currently, mr. mac mahon serves as the presiding director. the duties of the presiding director include: presiding at all meetings of the board of directors at which the  cotb  is not present, including executive sessions of the independent directors; serving as liaison between the  cotb  and the independent directors; having the authority to approve the nature and extent of information and data sent to the board of directors; having the authority to approve meeting agendas for the board of directors; having the authority to approve meeting schedules to assure that there is sufficient time for discussion of all agenda items; having the authority to call meetings of the independent directors; and if requested by major stockholders, ensuring that he or she is available for consultation and direct communication. we believe our governance structure provides effective oversight of the board of directors because: we have a strong, independent presiding director; the board of directors has established and follows robust corporate governance guidelines, as discussed below on page 11; each of the members of the board of directors, other than mr. paz, are independent as defined by the listing standards of the nasdaq global select market; each standing committee of the board of directors is composed solely of independent directors; and our independent directors meet regularly in executive session. ",1
1959,1532543,2014,"based upon the information submitted by each director, the board has determined that each of messrs. baldwin, de perio, kasoff, krueger, mccray, and wainshal is an independent director, as such term is defined in the nasdaq listing rules. the board of directors regularly re-evaluates the independence of each director and may in the future determine that other current directors are independent under the rules of the nasdaq listing rules.served as roi's vice  cotb  and president from its inception in september 2011 until may 2013 and has continued to serve as a director subsequent to the business combination. he currently serves as a senior member of the portfolio management team of clinton group, inc. ",0
1960,1533924,2014," the board of directors believes that the company's stockholders should have the opportunity to vote on the election of all directors each year and that the elimination of the classified board structure is in the best interests of the company and its stockholders. if the company's stockholders approve the charter amendment, it will become effective upon filing with the secretary of state of the state of delaware. the company plans to file the charter amendment promptly after the annual meeting if the requisite stockholder vote is obtained. for purposes of the employment agreement, 'cause', in all material respects, means: (i) nonperformance by the executive of his obligations and duties, (ii) commission by the executive of an act of fraud, embezzlement, misappropriation, willful misconduct or breach of fiduciary duty against us or other conduct harmful or potentially harmful to our best interest, (iii) a material breach by the executive of the non-competition, non-solicitation, or confidentiality obligations under the employment agreement, (iv) the executive's conviction, plea of no contest or nolo contendere, deferred adjudication or unadjudicated probation for any felony or any crime involving fraud, dishonesty, or moral turpitude or causing material harm, financial or otherwise, to us, (v) the refusal or failure of the executive to carry out, or comply with, in any material respect, any lawful directive of our board of directors, (vi) the executive's unlawful use (including being under the influence) or possession of illegal drugs, or (vii) the executive's willful violation of any federal, state, or local law or regulation applicable to us or our business which adversely affects us. the board previously determined that the optimal board leadership structure for us was served by the role of  cotb  being held by our former president and  ceo , mr. crum. the board determined that this leadership structure was optimal for us because it believed that having one leader serving as both the  cotb  and ceo provides decisive, consistent and effective leadership. the board is currently searching for a new president and ceo and, depending on the results of that search and the ultimate candidate, may choose to have such individual also serve as  cotb . in the interim, the board has determined to appoint mr. knudson as interim  cotb . the board of directors believes that it is in the best interest of the company and its stockholders to align the financial interests of the officers of the company and non-employee members of the board that receive an annual cash retainer with those of the company's stockholders. in this regard, the board has adopted minimum stock ownership guidelines. ",0
1961,1534701,2013,"while the board of directors retains the authority to separate the positions of  cotb  and ceo if it deems appropriate in the future, the board currently believes it is in the best interest of the company's stockholders to combine them. doing so places one person in a position to guide the board in setting priorities for the company and in addressing the risks and challenges the company faces. the board of directors believes that, while its non-employee directors bring a diversity of skills and perspectives to the board, the company's ceo , by virtue of his day-to-day involvement in managing the company, is best suited currently to serve as  cotb  and perform this unified role. the board of directors believes there is no single organizational model that is the best and most effective in all circumstances. as a consequence, the board of directors periodically considers whether the offices of  cotb  and ceo should be combined and who should serve in such capacities. in determining the best organizational structure for us upon our spin-off from conocophillips, combining the offices of  cotb  and ceo was decided to be in the best interests of the company and its stockholders. the board of directors will periodically reexamine its corporate governance policies and leadership structures to ensure that they continue to meet the company's needs. the board of directors believes that the phillips 66 executive compensation program aligns the interests of our executives with those of our stockholders. our compensation program is guided by the philosophy that the company's ability to provide energy and to provide sustainable value is driven by superior individual performance. the board believes that a company must offer competitive compensation to attract and retain experienced, talented and motivated employees. in addition, the board believes employees in leadership roles within the organization are motivated to perform at their highest levels when performance-based pay represents a significant portion of their compensation. the board believes that our philosophy and practices have resulted in executive compensation decisions that are aligned with company and individual performance, are appropriate in value and have benefited the company and its stockholders. ",1
1962,1537054,2015,"gogo inc. ( gogo or the company ) currently has seven directors divided into three classes: two in class i, three in class ii and two in class iii. the terms of office of the two class i directors expire at the annual meeting. as noted in our corporate governance guidelines, the board has no policy with respect to the separation of the offices of  cotb  and  ceo . the board believes it is important to retain its flexibility to allocate the responsibilities of the offices of the  cotb  and ceo in any way that is in the best interests of the company at a given point in time. mr. lemay currently serves as the  cotb  of our board. the company's bylaws provide for the election of directors by a plurality of the votes cast. this means that the two individuals nominated for election to the board of directors who receive the most for votes (among votes properly cast in person, electronically or by proxy) will be elected. ",0
1963,1539894,2013,"currently, gordon pratt serves as the  cotb  and scott wollney serves as our president &  ceo . separating the positions of ceo and  cotb  allows the corporation's ceo to focus on day-to-day leadership and the corporation's performance, while allowing the  cotb  to lead the board in its fundamental role of providing advice and oversight to management. the board does not have a policy as to whether the  cotb  should be a non-management director or a member of management. the board recognizes that no single leadership structure is right for all companies and, depending on the circumstances, other leadership structures might be appropriate. the board believes, however, that the current leadership structure is effective and appropriate, allows for a separation of oversight between management and non-management, provides an experienced  cotb  with whom the ceo can discuss issues facing us, and gives a significant voice to non-management directors.",0
1964,1545654,2013," the board recognizes that one of its key responsibilities is to evaluate and determine its optimal leadership structure so as to provide independent oversight of management. the board understands that there is no single, generally accepted approach to providing board leadership and that given the dynamic and competitive environment in which we operate, the right board leadership structure may vary as circumstances warrant. the board currently has a combined  cotb  and ceo (' ceo  ') and a lead independent director. the board has chosen this leadership structure at this time because it believes such structure is in the best interests of the company and its shareholders, as it provides unified leadership in identifying and carrying out strategic priorities of the company. further, the combined role fosters accountability and quick decision making, which is particularly important at this time. with its lead independent director, this governance structure also provides a form of leadership that allows the board to function distinct from management, capable of objective judgment regarding management's performance, and enables the board to fulfill its duties effectively and efficiently. the lead independent director's duties include consulting with the  cotb  on agendas and meeting schedules, facilitating the process for the board's self evaluation, presiding at board meetings in the absence of the  cotb , presiding at executive sessions of non-management directors, and facilitating communication between the independent directors and the  cotb  and  ceo . the board has determined that its leadership structure is appropriate for a&b at this time. risks. risk management is reflected in the company's compliance, auditing and risk management functions, and its risk-based approach to strategic and operating decision-making. management reviews its risk management activities with the audit committee and the full board of directors on a regular basis. in addition, risk management perspectives from each of a&b's business segments were included in the companywide operating plan. the board believes that its current leadership structure is conducive to the risk oversight process. our board of directors has determined that an annual advisory vote on executive compensation will allow our shareholders to provide timely, direct input on the company's executive compensation philosophy, policies and practices as disclosed in the proxy statement each year. the board believes that an annual vote is consistent with the company's efforts to engage in an ongoing dialogue with shareholders on executive compensation and corporate governance matters. ",1
1965,1546640,2013,"adt's board of directors is responsible for directing, and providing oversight of, the management of adt's business in the best interests of the stockholders and consistent with good corporate citizenship. in carrying out its responsibilities, the board of directors selects and monitors top management, provides oversight for financial reporting and legal compliance, determines adt's governance principles and implements its governance policies. the board of directors, together with management, is responsible for establishing the firm's operating values and code of conduct and for setting strategic direction and priorities. birthday. however, the board of directors may ask the director to continue service on the board when it is deemed to be in the best interest of the company. when the  cotb  steps down, he or she simultaneously resigns from the board of directors, unless the remaining members of the board of directors decides that his or her services are in the best interests of the company. it is only in unusual circumstances that the board of directors decides that the retired  cotb  continues to serve. ",0
1966,1547459,2013,"the cotb of our board is also the co-president of our company. because of his knowledge of and insight into our business, we believe mr. kemper isely is in the best position to focus the attention of our independent directors on matters that are the most critical to our company. in our view, splitting the roles would potentially have the consequence of making our management and governance processes less effective through undesirable duplication of work and, in the worst case, lead to a blurring of clear lines of accountability and responsibility, without any clear offsetting benefits. our board administers its risk oversight function primarily through the audit committee, which oversees our risk management practices. the audit committee is responsible for, among other things, discussing with management on a regular basis our guidelines and policies that govern the process for risk assessment and risk management. these discussions include our major risk exposures and actions taken to monitor and control these exposures. our board believes that its administration of risk management is not affected by our board's leadership structure, as described above. we do not currently have a lead independent director. ",0
1967,1547459,2014,"the  cotb  of our board is also the co-president of the company. because of his knowledge of and insight into our business, we believe mr. kemper isely is in the best position to focus the attention of our independent directors on matters that are the most critical to our company. we also believe that mr. kemper isely's effectiveness in promoting the company and forming new business relationships is significantly enhanced by his role as both  cotb  and co-president. we do not currently have a lead independent director. our board administers its risk oversight function primarily through the audit committee, which oversees our risk management practices. the audit committee is responsible for, among other things, discussing with management on a regular basis our guidelines and policies that govern the process for risk assessment and risk management. these discussions include our major risk exposures and actions taken to monitor and control these exposures.",0
1968,1547903,2015,"mr. shuster serves as  cotb  and  ceo . the board believes that we and our stockholders are best served at this time by this leadership structure, in which a single leader serves as  cotb  and  ceo . combining the roles of  cotb  and ceo makes clear that the person serving in these roles has primary responsibility for managing our business, under the oversight and review of the board. under this structure, the  cotb  and ceo chairs board meetings, where the board discusses strategic and business issues. the board believes that this approach makes sense because the ceo is the individual with primary responsibility for developing our strategy, directing the work of other officers and leading implementation of our strategic plans as reviewed by the board. this structure results in a single leader being directly accountable to the board and, through the board, to stockholders, and enables the ceo to act as the key link between the board and other members of management. in addition, the board believes that having a combined  cotb  and ceo is appropriate for us at this time because of mr. shuster's familiarity with our business and history of outstanding leadership at the company as well as with other organizations prior to the company's formation. because the board also believes that strong, independent board leadership is a critical aspect of effective corporate governance, the board has established the position of lead director. the lead director is an independent director selected by the independent directors. mr. scheid has served as the lead director since the position was established in may 2012. the lead director's responsibilities include: acting as the primary contact between the company and the independent directors, undertaking to meet or confer periodically with members of the company's executive team regarding matters related to the business of the company; assisting the  cotb , as necessary with conducting board meetings; preparing agenda items for meetings of the board and any committees thereof; and such other duties as the board may from time to time assign to the lead director. the board believes that a single leader serving as  cotb  and  ceo , together with an experienced and engaged lead director, is the most appropriate leadership structure for the board and the company at this time. above, supports the risk oversight function of the board. we have a combined  cotb  and ceo that keeps the board informed about the risks facing us. in addition, independent directors chair and make up the entire membership of the committees involved in risk oversight, and we have established a system of open communication between senior management and directors. above, for information regarding the lead director's responsibilities and authority. the corporate governance guidelines also provide that a director must submit a letter of resignation the day before the company's annual meeting of stockholders following the attainment by the director of age 72, which letter of resignation the board has discretion to accept or reject. in any event, a director must retire upon the attainment of age 74. the corporate governance guidelines also provide that a director who discontinues his or her employment affiliation held at the time of election to the board must offer to resign from the board, after which the governance and nominating committee will determine the appropriateness of continued service by such director. the corporate governance guidelines further state that directors must accumulate (including through equity grants) over the initial three years of service as a director shares of the company's common stock with a value (based on the value of the shares at the time of acquisition) of at least $100,000. our board has adopted a code of business conduct and ethics (the business conduct policy ) that applies to all of our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer and persons performing similar functions. if we amend or grant any waiver from a provision of our business conduct policy that applies to our executive officers, we will publicly disclose such amendment or waiver on our website as required by applicable law. in addition, written copies of the corporate governance guidelines and the business conduct policy are available on our website at ir.nationalmi.com/governance.cfm or we will send them to any stockholder who submits a written request to our secretary.",1
1969,1548309,2013,"we separate the roles of ceo and  cotb . our ceo is responsible for the day-to-day leadership and performance of the company, while the  cotb  provides guidance to our ceo and senior management and sets the agenda for board meetings and presides over board meetings. in carrying out his responsibilities, the  cotb  preserves the distinction between management and oversight, maintaining the responsibility of management to develop corporate strategy and the responsibility of the board to review and express its views on corporate strategy and management's execution of that strategy. ",0
1970,1548517,2010,"the board believes that the company's chief executive officer is best situated to serve as chairman because he is the director most familiar with the company's business and industry, and most capable of effectively identifying strategic priorities and leading the discussion and execution of strategy. independent directors and management have different perspectives and roles in strategy development. the company's independent directors bring experience, oversight and expertise from outside the company and industry, while the chief executive officer brings company- specific experience and expertise. the board believes that the combined role of chairman and chief executive officer promotes strategy development and execution, and facilitates information flow between management and the board, which are essential to effective governance. one of the key responsibilities of the board is to develop strategic direction and hold management accountable for the execution of strategy once it is developed. the board believes the combined role of chairman and chief executive officer, together with an independent lead director having the duties described below, is in the best interest of stockholders because it provides the appropriate balance between strategy development and independent oversight of management. lead director david m. thomas, an independent director who serves as chairman of the audit committee, was selected by the board to serve as the lead director for all meetings of the non- management directors held in executive session. the lead director has the responsibility of presiding at all executive sessions of the board, consulting with the chairman and chief executive officer on board and committee meeting agendas, acting as a liaison between management and the non- management directors, including maintaining frequent contact with the chairman and chief executive and advising him or her on the efficiency of the board meetings, facilitating teamwork and communication between the non- management directors and management, as well as additional responsibilities that are more fully described in the company's corporate governance principles.",1
1971,1548981,2015,"all of our directors must be elected annually. our directors are subject to our director resignation policy as part of our policy on voting procedures with respect to the election of directors in uncontested elections. a majority of our directors are independent. all members of the three standing committees of our board are independent. our independent directors meet regularly without the presence of any of our officers or employees. we have appointed keith r. guericke, one of our independent directors, as lead director. the lead director's primary responsibilities are to preside at executive sessions of our board and to preside at meetings of our board when the  cotb  is absent.",0
1972,1549346,2014,"the board has adopted corporate governance guidelines designed to promote the functioning of the board and its committees. these guidelines address board composition, board functions and responsibilities, qualifications, leadership structure, committees and meetings. our corporate governance guidelines do not indicate a particular board structure, and the board is given the flexibility to select its  cotb  and our ceo in the manner that it believes is in the best interests of our stockholders. accordingly, the  cotb  and the ceo may be filled by one individual or two. the board has not separated the positions of  cotb  and  ceo . both positions are held by mr. oringer. the board does not have a 'presiding director.' the board believes that this structure has historically served the company well and continues to do so, by creating a critical link between management and the board, enabling the board to perform its oversight function with the benefits of management's perspectives on the business, facilitating communication between the board and our senior management, and providing the board with direct oversight of our business and affairs.",1
1973,1549966,2014,"the board consists of two non-independent directors and three independent directors. since the death of g. moffett cochran, our former  cotb  and  ceo , we have not had a  cotb . the board understands that there is no single, generally accepted approach to providing board leadership and that given the dynamic and competitive environment in which we operate, the right board leadership structure may vary as circumstances warrant. to this end, the board does not have a policy mandating the combination or separation of the roles of  cotb  and ceo and believes the matter should be discussed and considered from time to time as circumstances change. ",0
1974,1549966,2014,"board leadership structure the board consists of two non-independent directors and three independent directors. since the death of g. moffett cochran, our former cotb and CEO , we have not had a cotb . the board understands that there is no single, generally accepted approach to providing board leadership and that given the dynamic and competitive environment in which we operate, the right board leadership structure may vary as circumstances warrant. to this end, the board does not have a policy mandating the combination or separation of the roles of cotb and CEO and believes the matter should be discussed and considered from time to time as circumstances change. ",0
1975,1550695,2013,"the board selects the  cotb  in the manner and upon the criteria that it deems best for the company at the time of selection. the board does not have a prescribed policy on whether the roles of the  cotb  and ceo should be separate or combined, but recognizes the value to the company of the separation of these positions. the board will continue to evaluate whether this leadership structure is in the best interests of the stockholders on a regular basis. the  cotb , dr. richard n. nottenburg, presides over each board meeting. the  cotb  serves as liaison between our ceo and the other directors, approves meeting agendas and schedules and notifies other members of the board regarding any significant concerns of stockholders or interested parties of which he becomes aware. the  cotb  presides at stockholders meetings and provides advice and counsel to the  ceo .",0
1976,1551901,2016,"our business and affairs are managed under the direction of our board. the board consists of seven members, four of whom are not interested persons of the company, or its affiliates as defined in section 2(a)(19) of the 1940 act. we refer to these individuals as our independent directors. the board elects our officers, who serve at the discretion of the board. the responsibilities of the board include quarterly valuation of our assets, corporate governance activities, oversight of our financing arrangements and oversight of our investment activities. oversight of our investment activities extends to oversight of the risk management processes employed by stellus capital management as part of its day-to-day management of our investment activities. the board anticipates reviewing risk management processes at both regular and special board meetings throughout the year, consulting with appropriate representatives of stellus capital management as necessary and periodically requesting the production of risk management reports or presentations. the goal of the board's risk oversight function is to ensure that the risks associated with our investment activities are accurately identified, thoroughly investigated and responsibly addressed. stockholders should note, however, that the board's oversight function cannot eliminate all risks or ensure that particular events do not adversely affect the value of investments. the board has established an audit committee, a compensation committee and a nominating and corporate governance committee, and may establish additional committees from time to time as necessary. the scope of the responsibilities assigned to each of these committees is discussed in greater detail below. mr. ladd serves as  ceo ,  cotb  and a member of stellus capital management's investment committee and messrs. d angelo and davis are each a member of stellus capital management's investment committee and a member of our board. we believe that mr. ladd's history with stellus capital management, his familiarity with its investment platform, and his extensive knowledge of and experience in the financial services industry qualify him to serve as the  cotb  of our board. the board does not have a lead independent director. we are aware of the potential conflicts that may arise when a non-independent director is  cotb , but believe these potential conflicts are offset by our strong corporate governance practices. our corporate governance practices include regular meetings of the independent directors in executive session without the presence of interested directors and management, the establishment of an audit committee and a nominating and corporate governance committee, each of which is comprised solely of independent directors, and the appointment of a chief compliance officer, with whom the independent directors meet without the presence of interested directors and other members of management, for administering our compliance policies and procedures. the  cotb  of the audit committee or his designee will preside over the executive sessions of our independent directors. the board believes that its leadership structure is appropriate in light of our characteristics and circumstances because the structure allocates areas of responsibility among the individual directors and the committees in a manner that affords effective oversight. specifically, the board believes that the relationship",1
1977,1552198,2014,"the 1940 act requires that at least a majority of the company's directors not be interested persons (as defined in the 1940 act) of the company. currently, three of the company's five directors are independent directors (and are not interested persons ). jay carvell, a managing director of an investment adviser affiliated with h.i.g. capital, and therefore an interested person of the company, serves as ceo and as a director of the company. john bolduc, an executive managing director of h.i.g. capital, and therefore an interested person of the company, serves as  cotb . our board believes that it is in the best interests of our investors for mr. bolduc to lead the board because of his familiarity with our portfolio companies, his broad experience with the day-to-day management and operation of other investment funds and his significant background in credit investing and in the financial services industry, as described below. the board does not have a lead independent director. however, rick d. puckett, the  cotb  of the audit committee, is an independent director and acts as a liaison between the independent directors and management between meetings of the board. mr. puckett is involved in the preparation of agendas for board and committee meetings. the board believes that its leadership structure is appropriate because the structure allocates areas of responsibility among the individual directors and the committees in a manner that enhances effective oversight. the board also believes that its small size creates an efficient corporate governance structure that provides opportunity for direct communication and interaction between whitehorse advisers and the board.",0
1978,1552890,2014," has been a director of javelin since june 18, 2012. mr. hollihan has also been a director of armour since november 2009. mr. hollihan has over 28 years of investment banking and investment experience. mr. hollihan has served as the lead independent director of city financial investment company limited (london) and executive  cotb  of litchfield capital holdings (connecticut) since 2005. mr. hollihan has also been a director of american financial realty trust and of recombine llc. from 2000 to 2002, mr. hollihan was the head of european industry investment banking for banc of america securities ( bas ), where he was a member of the bas european capital committee and board, and where he had responsibility for a loan book of $8 billion. prior to that, from 1986 to 2000, mr. hollihan was head of global project and asset based finance and leasing at morgan stanley and was a member of the morgan stanley international investment banking operating committee. in that capacity, he managed $45 billion in asset based and structured financings and leasing arrangements. he is a former trustee of american financial realty trust (nyse: afr). mr. hollihan holds b.s. (wharton) and b.a. degrees from the university of pennsylvania, and a j.d. from the university of virginia school of law.",0
1979,1555039,2013,"our board of directors has no fixed policy with respect to the separation of the offices of  cotb  and  ceo . our board of directors retains the discretion to make this determination on a case-by-case basis from time to time as it deems to be in the best interests of the company and its stockholders at any given time. the board of directors currently believes that separating the positions of ceo and  cotb  is the best structure to fit our needs. through his position as the ceo of our asset manager, aamc, mr. pandey is also our ceo and is responsible for our day-to-day operations and for formulating and executing our long-term strategies in collaboration with the board of directors. as  cotb , mr. erbey leads the board and oversees meetings of the board of directors and the delivery of information necessary for the board's informed decision-making. ",0
1980,1555074,2013,"our board of directors has no fixed policy with respect to the separation of the offices of  cotb  and  ceo . our board of directors retains the discretion to make this determination on a case-by-case basis from time to time as it deems to be in the best interests of the company and its stockholders at any given time. the board of directors currently believes that separating the positions of ceo and  cotb  is the best structure to fit our needs. as our  ceo , mr. pandey is responsible for our day-to-day operations and for formulating and executing our long-term strategies in collaboration with the board of directors. as  cotb , mr. erbey leads the board and oversees meetings of the board of directors and the delivery of information necessary for the board's informed decision-making. ",0
1981,1555280,2014,"our corporate governance principles provide the board flexibility in determining its leadership structure. currently, juan ram n alaix serves as our ceo and michael b. mccallister serves as chair of our board. the board believes that this leadership structure, which separates the board chair and ceo roles, is optimal at this time because it allows mr. alaix to focus on operating and managing our company following our transition to being a public company, while mr. mccallister can focus on the leadership of the board. the board chair presides at all meetings of our shareholders and of the board as a whole, including its executive sessions, and performs such other duties as may be designated in our by-laws or by the board. the board will periodically evaluate our leadership structure and determine whether continuing the separate roles of board chair and ceo is in our best interests based on circumstances existing at the time.",0
1982,1555492,2015," board of directors leadership structure we currently separate the roles of  cotb  and  ceo . charles w. santoro, a co-founder and a managing partner of sterling investment partners, our controlling stockholder, serves as executive  cotb . this structure enables the board of directors to effectively exercise its role in oversight of fairway while allowing our interim  ceo , william e. sanford, to focus on the management of the day-to-day conduct of our business. the board may review and change its leadership structure in the future. ",0
1983,1556593,2014,"set forth below is certain biographical information for our directors, including the director-nominees, as well as the month and year each person was first elected as one of our directors. each of our directors was selected because of the knowledge, experience, skill, expertise and diversity the director contributes to the board of directors as a whole. our directors have extensive familiarity with our business and experience from senior positions in large, complex organizations. in these positions, they gained core management skills, such as strategic and financial planning, public company financial reporting, corporate governance, risk management, and leadership development. the nominating and corporate governance committee believes that each of the directors also has key attributes that are important to an effective board of directors: integrity and demonstrated high ethical standards; sound judgment; analytical skills; the ability to engage management and each other in a constructive and collaborative fashion; diversity of origin, background, experience, and thought; and the commitment to devote significant time and energy to service on the board of directors and its committees. during 2013, the company did not pay any cash compensation to its executive officers. there were two option grants, aggregating 8,050,000 options made to an affiliate of our manager during the fiscal year ended december 31, 2013. each member of the compensation committee is a non-employee director as defined under rule 16b-3 of the exchange act and is also an outside director as defined under section 162(m) of the internal revenue code of 1986, as amended, as well as being an independent director under the new york stock exchange listing standards and other applicable laws, rules and regulations. the nominating and corporate governance committee, as required by the company's bylaws, will consider director candidates recommended by stockholders. in considering candidates submitted by stockholders, the nominating and corporate governance committee will take into consideration the needs of the board of directors and the qualifications of the candidate and may take into consideration the number of shares held by the recommending stockholder and the length of time that such shares have been held. the company's bylaws provide certain procedures that a stockholder must follow to nominate persons for election to the board of directors. nominations for director at an annual stockholder meeting must be submitted in writing to the company's secretary at new residential investment corp., 1345 avenue of the americas, 46th floor, new york, new york 10105. the secretary must receive the notice of a stockholder's intention to introduce a nomination at an annual stockholders meeting (together with certain required information set forth in the company's bylaws) not less than 90 days nor more than 120 days prior to the one-year anniversary of the immediately preceding annual meeting of stockholders; or in the event that the date of the annual meeting of stockholders is advanced or delayed by more than 25 days of such anniversary date, for a nomination by the stockholders to be timely, it must be received not later than the",0
1984,1559865,2014,"the board recognizes that one of its key responsibilities is to evaluate and determine its optimal leadership structure so as to provide independent oversight of management. the board understands that there is no single, generally accepted approach to providing board leadership and the right board leadership structure may vary as circumstances warrant. based on its most recent review of the company's leadership structure, the board continues to believe that its current leadership structure is optimal for the company because it provides the company with strong and consistent leadership. in considering its leadership structure, the board has taken a number of factors into account. a number of board and committee processes and procedures, including regular executive sessions of non-management directors and a regular review of the company's and our executive officers performance, provide substantial independent oversight of our management's performance. the board has the ability to change its structure, subject to any limitations under the stockholder agreement, should that be deemed appropriate and in the best interests of the company and its stockholders. the board has determined that the appropriate leadership structure for the board at this time is for mr. d angelo to serve as  cotb . as  cotb , mr. d angelo presides at all meetings of the stockholders and the board, including executive sessions of the independent directors; approves information sent to the board; approves meeting agendas for the board; approves meeting schedules to assure that there is sufficient time for discussion of all agenda items; has the authority to call meetings of the independent directors; if requested by major stockholders, ensures that he is available for consultation and direct communication; and performs such other duties, and exercises such powers, as from time to time shall be prescribed by the board. the board believes that a board with a majority of independent directors that meets regularly in executive session, with an independent chairperson for the board's committees provides an optimal leadership structure for the company and the board. although, following the annual meeting, our board will not be comprised of a majority of independent directors, we are in the process of searching for independent director candidates to ensure a majority of independent directors are in place by september 18, 2014. vacancies on the board must filled in accordance with the terms of the stockholder agreement. popular continues to have the right to nominate two members of our board. the company's current policy is to maintain the offices of  cotb  and ceo separate. the board believes that this issue is part of the succession planning process. the board will periodically make a determination as to the appropriateness of this policy in connection with the recruitment and succession of the  cotb  and/or the ceo . furthermore, our independent directors believe that mr. harrington's in-depth knowledge of the company's industry and businesses make him the best-qualified director to serve as management director. the board has three standing committees, the compensation committee, the nominating and corporate governance committee and the audit committee. each of the compensation committee, nominating and corporate governance committee and audit committee is composed entirely of independent directors.",0
1985,1561387,2014,"we believe that the board's leadership structure at any time should reflect both the company's needs, as well as the unique talents and availability of the board's members. consequently, the  cotb  and ceo positions are currently held by a single person, mr. kosloske. we believe that mr. kosloske holding these positions currently enables us to best access the insights and industry experience of mr. kosloske and ensures that management's insight is directly available to the directors in their deliberations. because mr. kosloske serves both as our  cotb  and  ceo , we also have a lead independent director, which is currently mr. gabos. ",1
1986,1561743,2014,"leadership structure of the board our directors may be removed only for cause by the affirmative vote of the holders of at least two-thirds of our outstanding voting stock entitled to vote in the election of directors. our amended and restated bylaws and corporate governance guidelines provide our board of directors with flexibility in its discretion to combine or separate the positions of cotb and CEO , if we elect to appoint a cotb . currently we do not have a cotb or a lead director. our board believes that oversight of our company is the responsibility of our board as a whole, and that this responsibility can be properly discharged without a cotb or lead director. ",0
1987,1563699,2014,"our board of directors is led by our  cotb , robert c. paul. the  cotb  chairs all meetings of our board of directors, including executive sessions. the  cotb  also acts as liaison between the independent directors and management. we believe that having different people serving in the roles of  cotb  and ceo is an appropriate and effective organizational structure for our company at this time. separating these positions allows our  cotb  to lead the board of directors in its fundamental role of providing advice to and independent oversight of management, while enabling our ceo to focus his time on our day-to-day business. the board of directors further recognizes the commitment required to serve as our  cotb , particularly as the board of directors oversight responsibilities continue to grow, as well as the time, effort and energy that our ceo is required to devote to his position. however, we also recognize that no single leadership model is right for all companies at all times, and that depending on the circumstances, other leadership models, such as having one person serving as both the  cotb  and  ceo , might become appropriate. accordingly, the board of directors anticipates periodically reviewing its leadership structure. ",0
1988,1564618,2014,"david r. brooks currently serves as the company's  cotb  and  ceo . mr. brooks has served in both of these positions since the inception of the company in 2002. mr. brooks primary duties are to lead the company's board of directors in establishing the company's overall vision and strategic plan and to lead the company's management in carrying out that plan. while the company recognizes the inherent conflict of interest that arises when the positions are held by one person, the company believes that the overall benefit of mr. brooks leadership in both roles outweighs any potential disadvantage of this structure. the company's lead independent director is douglas a. cifu. the company has also structured its management team to mitigate the corporate governance risk related to the dual positions held by david r. brooks. daniel w. brooks, the company's vice  cotb  and chief risk officer, is responsible for overseeing the company's credit function, the most important component of the company's operations. torry berntsen, the company's president and chief operating officer, is responsible for supervising the company's operations and technology in addition to overall expansion and development. in that role, mr. berntsen will assist the company's board of directors in overseeing management and ensuring that the company is operating to implement the strategies set by the board of directors and in compliance with established policies and procedures. by having other executive officers with separate and distinct roles, the company believes that it will obtain benefits similar to the benefits of having a separate  cotb  and  ceo .",0
1989,1564618,2014,"david r. brooks currently serves as the company's cotb and CEO . mr. brooks has served in both of these positions since the inception of the company in 2002. mr. brooks primary duties are to lead the company's board of directors in establishing the company's overall vision and strategic plan and to lead the company's management in carrying out that plan. while the company recognizes the inherent conflict of interest that arises when the positions are held by one person, the company believes that the overall benefit of mr. brooks leadership in both roles outweighs any potential disadvantage of this structure. the company's lead independent director is douglas a. cifu. the company has also structured its management team to mitigate the corporate governance risk related to the dual positions held by david r. brooks. daniel w. brooks, the company's vice cotb and chief risk officer, is responsible for overseeing the company's credit function, the most important component of the company's operations. torry berntsen, the company's president and chief operating officer, is responsible for supervising the company's operations and technology in addition to overall expansion and development. in that role, mr. berntsen will assist the company's board of directors in overseeing management and ensuring that the company is operating to implement the strategies set by the board of directors and in compliance with established policies and procedures. by having other executive officers with separate and distinct roles, the company believes that it will obtain benefits similar to the benefits of having a separate cotb and CEO .",0
1990,1564902,2014,"our board of directors is led by the non-executive  cotb . the ceo position is separate from the  cotb  position. we believe that the separation of the  cotb  and ceo positions is appropriate corporate governance for us at this time. accordingly, mr. d alessandro serves as  cotb , while mr. atchison serves as our ceo and president. our board believes that this structure best encourages the free and open dialogue of competing views and provides for strong checks and balances. additionally, mr. d alessandro's attention to board and committee matters allows mr. atchison to focus more specifically on overseeing the company's day to day operations as well as strategic opportunities and planning. ",0
1991,1566897,2014,"while the board does not have a formal policy requiring the separation of the positions of  cotb  and  ceo , currently the roles of the  cotb  and the ceo are separated. our  cotb  presides at all meetings of stockholders and all meetings of the board, approves the agendas for all board meetings, approves information sent to the board as a whole and, if requested by significant stockholders of the company, is available for consultation and direct communication with such stockholders (subject to compliance with applicable company policies). our ceo manages and directs the day-to-day operations of the company, and is responsible for leading strategic business decisions. he also serves as a member of the board and is the primary liaison between the board and our management. the board believes that separation of the roles of  cotb  and ceo is the best governance model for the company at this time. under this model, our  cotb  can concentrate on strategic opportunities and the direction of the company, as well as continue to engage in customer and employee relations activities. in the role of president and  ceo , mr. palmer focuses on the management and coordination of our long and near-term operational performance and efforts in alignment with the strategic guidance and direction developed in consultation with the board. under our corporate governance guidelines, however, the board has the discretion to, and may in the future, determine that under certain circumstances it may be appropriate for the ceo to also serve as the  cotb .",0
1992,1567514,2018,"our board of directors does not have a policy regarding the separation of the roles of ceo and  cotb , as our board of directors believes it is in the best interest of the company to make that determination based on the position and direction of the company and the membership of the board of directors. our board of directors has determined that having an employee director serve as  cotb  is in the best interest of our stockholders at this time because of the efficiencies achieved in having the role of ceo and  cotb  combined, and because the detailed knowledge of our day-to-day operations and business that the ceo possesses greatly enhances the decision-making processes of our board of directors as a whole. we have a strong governance structure in place, including independent directors, to ensure the powers and duties of the dual role are handled responsibly. we do not have a lead independent director. the  cotb  and the other members of the board of directors work in concert to provide oversight of our management and affairs. our board of directors encourages communication among its members and between management and the board of directors to facilitate productive working relationships. working with the other members of the board of directors, dr. mates also strives to ensure that there is an appropriate balance and focus among key board responsibilities such as strategic development, review of operations and risk oversight.",1
1993,1571123,2017,"the board is currently led by a non-executive chair, mr. sanderson, who is an independent director. our board believes that it is in the best interests of stockholders for the board to have the flexibility to determine the most qualified and appropriate individual to serve as chair of the board, whether that person is an independent director or the  ceo . the board selects the chair annually and may decide to separate or combine the roles of chair of the board and  ceo , if appropriate, at any time in the future. in cases where the board determines it is in the best interests of our stockholders to combine the positions of chair and  ceo , the independent directors will designate a lead independent director with the responsibilities described in our corporate governance guidelines. the functions of the non-executive chair of the board include: planning the board's annual schedule of meetings and agendas, in consultation with the ceo and corporate secretary and other directors as appropriate; coordinating with the ceo and the corporate secretary to ensure that the board receives the appropriate quantity and quality of information in a timely manner to enable it to make informed decisions; chairing all meetings of the board and of the independent directors in executive session and ensure that meetings are conducted efficiently and effectively; facilitating full and candid board discussions, ensure all directors express their views on key board matters and assist the board in achieving a consensus; working with committee chairs to ensure that each committee functions effectively and keeps the board apprised of actions taken; building consensus, developing teamwork and a cohesive board culture and facilitating formal and informal communication with and among directors; and serving as the liaison between the board and company management. ",0
1994,1574540,2019,"mr. thomas currently serves as our president and ceo and mr. thompson currently serves as the non-executive  cotb . pursuant to the company's bylaws, the board may, but is not required to, designate a  ceo . in the absence of such designation, the  cotb  shall be the ceo of the company. the board has no policy with respect to the separation of the offices of  cotb  and the ceo as the board believes that it is in the company's best interests and those of the company's shareholders to make that determination from time to time based on the needs of the company and the board. the board has determined that separating the roles of ceo and  cotb  is currently in the company's best interests and those of the company's shareholders.",0
1995,1574596,2017,"our board currently consists of 11 directors. the directors are divided into three classes; class i, class ii, and class iii. each director serves a term of three years. at each annual meeting, the term of one class expires. the class of directors with a term expiring at this annual meeting, class ii, consists of four directors. on february 5, 2014, in connection with our initial public offering, we entered into an investor rights agreement (the investor rights agreement ) with ihp capital partners vi, llc, watt/tnhc llc and tcn/tnhc lp (the institutional investors ) and each of h. lawrence webb, wayne stelmar, joseph davis and thomas redwitz. pursuant to the investor rights agreement, each institutional investor has the right to designate one individual for nomination and election to our board for as long as such institutional investor owns 4% or more of our then-outstanding common stock (excluding shares of common stock that are subject to issuance upon the exercise or exchange of rights of conversion or any options, warrants or other rights to acquire shares). each institutional investor also agrees to vote all shares of our common stock that it owns in favor of messrs. webb, stelmar or berchtold (or, if at that time nominated as a director, messrs. davis or redwitz) in any election in which messrs. webb, stelmar or berchtold (or, as the case may be, messrs. davis or redwitz) is a nominee, and each of messrs. webb, stelmar, davis and redwitz agree to vote all shares of our common stock that he owns in favor of each nominee designated by an institutional investor in any election of directors in which such a designee is a nominee. for more information on the institutional investors director nomination and other rights pursuant to the investor rights agreement, see corporate governance investor rights agreement. based upon the recommendation of our nominating and governance committee, our board has nominated wayne stelmar, sam bakhshandehpour, michael berchtold and gregory p. lindstrom for election as class ii directors to the board at the annual meeting. if elected, each director nominee would serve a three-year term expiring at the close of our 2019 annual meeting, or until their successors are duly elected. messrs. stelmar, bakhshandehpour, berchtold and lindstrom currently serve on our board. biographical information on each of the nominees is furnished below under director biographical information. set forth below is information as of the record date regarding each nominee and each person whose term of office as a director will continue after the annual meeting. dates of service prior to january 30, 2014 relate to service on the board of managers of tnhc llc. our  cotb  and ceo roles have been combined since january 2014 when we converted from a limited liability company into a corporation in connection with our initial public offering. after carefully considering the benefits and risks of separating the roles of the  cotb  of our board and  ceo , our board determined that it is in the best interests of the company and our stockholders to have our ceo lead our board as  cotb . this combined role facilitates centralized coherent leadership that maximizes the effectiveness of our board given its size and breadth of industry experience. the combined role approach also enhances accountability among senior management and directors and aligns the strategy and goals of the board with management. we do not currently have a lead independent director. generally, the chair of our nominating and corporate governance committee presides over the quarterly executive sessions of non-employee members of the board. the board recognizes the importance of regularly evaluating our particular circumstances to determine if our leadership structure continues to serve the best interests of us and our stockholders. to this end, the board engages in a regular assessment of whether the then current leadership structure remains the most appropriate for us. our corporate governance guidelines permit the board to fill the positions of  cotb  and ceo with one individual or two different individuals and also allow the board to appoint a lead independent director. as a result, the board has the flexibility to alter its leadership structure in the future to adapt to changing circumstances as and when needed.",1
1996,1575515,2014,"our board of directors has no policy with respect to the separation of the offices of ceo and  cotb . it is the board's view that rather than having a rigid policy, the board, with the advice and assistance of the nominating and corporate governance committee, and upon consideration of all relevant factors and circumstances, will determine, as and when appropriate, whether to institute a formal policy. currently, our leadership structure separates these roles, with mr. jhawar serving as our  cotb  and doug sanders serving as our president and  ceo . our board believes that separating these roles provides the appropriate balance between strategy development, flow of information between management and the board of directors, and oversight of management. by segregating the roles of the  cotb  and the  ceo , we reduce any duplication of effort between the ceo and the  cotb . we believe this provides guidance for our board of directors, while also positioning our ceo as the leader of the company in the eyes of our customers, team members, and other stakeholders. as  cotb , mr. jhawar, among other responsibilities, presides over regularly scheduled meetings of the board, serves as a liaison between the directors, and performs such additional duties as our board of directors may otherwise determine and delegate. by having mr. jhawar serve as  cotb , mr. sanders is better able to focus his attention on running our company. ",0
1997,1575879,2015,"our board is currently comprised of seven members. four of the directors on our board are independent and the three remaining directors are affiliated with our sponsors. our ceo does not serve as  cotb  or a director on our board. our sponsors, through hamlet holdings, have sole voting and dispositive control over 66.3% of our class a common stock and have the power to elect all of our directors. as a result of this controlled structure, our board has not appointed a  cotb  at this time. the secretary attends the meetings of the board and sets the agenda for those meetings as advised by the board.",0
1998,1577368,2019,"chad l. williams has served as  cotb  and ceo since may 2013 and was the  cotb  and ceo of our predecessor from 2003 until our initial public offering. the board does not have a policy regarding separation of the roles of ceo and  cotb . however, it evaluates the combined role of  cotb  and ceo as part of the succession planning process. the board has determined that, based on mr. williams tenure with the company and our predecessor since its inception, the perspective and experience he brings as our founder and  ceo , and his in-depth knowledge of the company and the real estate industry, mr. williams is well-positioned to lead board discussions and that the combined role of  cotb  and ceo is therefore in the best interests of the company and stockholders. to strengthen the role of our independent directors and encourage independent board leadership, the board also has established the position of lead independent director, which currently is held by philip p. trahanas. in accordance with our corporate governance guidelines, the responsibilities of the lead independent director include, among others: serving as liaison among (i) management, including the  ceo , (ii) our other independent directors and (iii) interested third parties and the board; presiding at executive sessions of the independent directors; serving as the focal point of communication to the board regarding management plans and initiatives; ensuring that the role between board oversight and management operations is respected; providing the medium for informal dialogue with and among independent directors, allowing for free and open communication within that group; and serving as the communication conduit for third parties who wish to communicate with the board. our lead independent director will be selected on an annual basis by a majority of independent directors then serving on the board.",1
1999,1578318,2014,"board leadership structure as noted in our corporate governance guidelines, the board has no policy with respect to the separation of the offices of  COTB  and  CEO . the board believes it is important to retain its flexibility to allocate the responsibilities of the offices of the  COTB  and CEO in any way that is in the best interests of the company at a given point in time. since 2011, ronald a. williams, a cd&r designee, has served as  COTB  and william a. sanger has served as  CEO . the board believes this governance structure currently promotes a balance between the board's independent authority to oversee our business and the CEO and his management team who manage the business on a day-to-day basis. if the board chooses to combine the offices of  COTB  and CEO in the future, a lead director will be appointed annually by the independent directors. the board expects to periodically review its leadership structure to ensure that it continues to meet our needs. the stockholders agreement provides that a cd&r designee will serve as our  COTB  as long as the cd&r affiliates own at least 30% of the outstanding shares of our common stock. ",1
2000,1578735,2015,"mr. karfunkel, our founder serves in the role of both  cotb  and  ceo . prior to 2012, mr. karfunkel served as  cotb  only. our board believes that having mr. karfunkel in both roles enables the company to ensure that its day to day management remains consistent with the strategic vision of the board of directors which mr. karfunkel oversees in his role as  cotb  and founder. the board's role in risk oversight does not have any effect on the board's leadership structure. the board of directors has not designated a lead director and receives strong leadership from all of its members. the board of directors believes that this open structure, as compared to having a lead director, facilitates a greater sense of responsibility among each director and facilitates active and effective oversight by the board of directors.",1
2001,1579157,2015,"ms. granoff serves as both our CEO and the cotb . under our amended and restated certificate of incorporation, until such time as the sun entities cease to beneficially own 30% or more of the voting power of our then outstanding capital stock entitled to vote generally in the election of directors, sun cardinal, an affiliate of sun capital, has the right to designate the cotb . ms. granoff was designated as the cotb by sun cardinal in april 2014. mr. brody is our lead independent director. his responsibilities include providing the CEO and cotb with input on matters relating to board mechanics, corporate governance issues and agendas for meetings of the board of directors and committees thereof, as well as serving as a principal liaison between the non-management directors and the CEO and cotb and making recommendations to the board of directors on behalf of non-management directors. he also presides over periodic meetings of our non-management directors and oversees the function of the board of directors and committees thereof. as set forth in our corporate governance guidelines, the board of directors recognizes that depending on future circumstances, other leadership structures may become more appropriate for the company. accordingly, the board of directors will continue to periodically review its leadership structure.",0
2002,1579241,2015,"the positions of  cotb  and ceo ( ceo ) of the company are held by the same person. it is the board of directors view that our corporate governance principles, the quality, stature and substantive business knowledge of the members of the board, as well as the board's culture of open communication with the ceo and senior management are conducive to board effectiveness with a combined  cotb  and ceo position. the board reserves the right to separate the roles of  cotb  and ceo in the event that there are changes in circumstances or performance. in addition, the board of directors has a strong, independent lead director and it believes this role adequately addresses the need for independent leadership and an organizational structure for the independent directors. the  cotb  and ceo is responsible for working with the lead director so that together they achieve the board governance objectives outlined by the board. the board of directors appoints a lead director for a three-year minimum term from among the board's independent directors. the lead director coordinates the activities of all of the board's independent directors. the lead director is the principal confidant to the ceo and ensures that the board of directors has an open, trustful relationship with the company's senior management team. in addition to the duties of all directors, as set forth in the company's governance guidelines, the specific responsibilities of the lead director are as follows: chair the meetings of the independent directors when the  cotb  is not present; ensure the full participation and engagement of all board members in deliberations; lead the board of directors in all deliberations involving the ceo 's employment, including hiring, contract negotiations, performance evaluations, and dismissal; counsel the  cotb  on issues of interest/concern to directors and encourage all directors to engage the  cotb  with their interests and concerns; work with the  cotb  to develop an appropriate schedule of board meetings and approve such schedule, to ensure that the directors have sufficient time for discussion of all agenda items, while not interfering with the flow of company operations; work with the  cotb  to develop the board and committee agendas and approve the final agendas; keep abreast of key company activities and advise the  cotb  as to the quality, quantity and timeliness of the flow of information from company management that is necessary for the directors to effectively and responsibly perform their duties; although company management is responsible for the preparation of materials for the board of directors, the lead director will approve information provided to the board and may specifically request the inclusion of certain material; engage consultants who report directly to the board of directors and assist in recommending consultants that work directly for board committees; work in conjunction with the corporate governance and nominating committee in compliance with governance committee processes to interview all board candidates and make recommendations to the board of directors; assist the board of directors and company officers in assuring compliance with and implementation of the company's governance guidelines; work in conjunction with the corporate governance committee to recommend revisions to the governance guidelines; call, coordinate and develop the agenda for and chair executive sessions of the board's independent directors; act as principal liaison between the independent directors and the ceo ; work in conjunction with the corporate governance and nominating committee to identify for appointment the members of the various board committees, as well as selection of the committee chairs; be available for consultation and direct communication with major shareholders in coordination with the ceo ; make a commitment to serve in the role of lead director for a minimum of three years; and help set the tone for the highest standards of ethics and integrity. mr. hachigian has been the board's lead director since december 2013.",1
2003,1579471,2015,"we have separate individuals serving as cotb of trustees and as CEO . mr. sternlicht serves as our cotb . douglas r. brien serves as our CEO . the company does not have a policy against one individual holding the position of cotb and CEO . rather, the board of trustees evaluates the desirability of having a combined or separate roles for the cotb and CEO from time-to-time and adopts a structure based on what it believes is in the best interests of the company and its shareholders. currently, the board of trustees believes that having a separate cotb and CEO serves the interests of the company and its shareholders well. our corporate governance guidelines provide that, if the cotb is not an independent trustee, the independent trustees may designate one of the independent trustees to serve as lead independent trustee. mr. bowers served as the lead independent trustee until his resignation on february 2, 2015. to date, no new lead independent trustee has been appointed. the lead independent trustee, if any, will work with the cotb to ensure that the board of trustees discharges its responsibilities, has structures and procedures in place to enable it to function independently of management and clearly understands the respective roles and responsibilities of the board of trustees and management. the role of the lead independent trustee, in any, will be to review and approve matters such as meeting agendas, meeting schedule sufficiency and, where appropriate, other information provided to the other trustees. all trustees are encouraged to, and in fact do, consult with the cotb on each of the above topics. each of the trustees, communicates regularly with the cotb regarding appropriate agenda topics and other matters related to the board of trustees. the members of the nominating and corporate governance committee, the audit committee and the compensation committee of the board of trustees, including their respective chairpersons, are comprised entirely of independent trustees who serve in oversight roles. through these committees and directly, the board of trustees is actively involved in oversight of risk, compliance, possible conflicts of interest and related party transactions, and business results. members of the board of trustees have access to management and outside advisors; thus, the cotb is not the sole source of information for the board of trustees. the manager is responsible for the day-to-day management of the risks the company faces, while the board of trustees, as a whole and through its committees, has responsibility for the oversight of risk management. in its risk oversight role, the board of trustees has the responsibility to satisfy itself that the risk management processes designed and implemented by management are adequate and functioning as designed. to do this, the cotb of trustees meets regularly with management to discuss strategy and risks facing the company. senior management attends the board of trustees meetings and is available to address any questions or concerns raised by the board of trustees on risk management and any other matters. the cotb and independent members of the board of trustees work together to provide strong, independent oversight of the company's management and affairs directly and through its standing committees and, when necessary, special meetings of independent trustees.",1
2004,1586049,2014,"herm rosenman is currently a member of our board of directors and has been nominated for re-election as a class i director. if elected, he will hold office from the date of his election until the third subsequent annual general meeting of shareholders or until his successor is elected and has been qualified, or until his earlier death, resignation or removal. mr. rosenman has agreed to serve if elected, and we have no reason to believe that he will be unable to serve. mr. rosenman, 66, was first appointed to the board of directors in october 2013. mr. rosenman currently serves as the chief financial officer of natera, inc., a molecular diagnostic company, and previously served as senior vice president, finance and chief financial officer of gen-probe incorporated, a publicly traded molecular diagnostics company, from 2001 through the sale of that company to hologic, inc. in august 2012. from 1997 to 2000, mr. rosenman served as president and ceo of ultra acquisition corp., a manufacturer and parts retailer. from 1994 to 1997, he served as president and ceo of radnet management, inc., a healthcare provider. he has also served as chief financial officer of rexene corp. and was an audit partner at coopers & lybrand (now pricewaterhousecoopers llp). in addition to his service on our board of directors, mr. rosenman currently serves as a member of the board of directors and audit committee  cotb  of vivus, inc., a publicly traded biopharmaceutical company, renaissance medical, inc., a company engaged in personalized medicine, as well as being an advisory board member of scripps clinics/green hospital, a large healthcare provider in san diego, ca. previously, he has served on numerous public and private company boards of directors, frequently as a member of the company's audit committee, including biofire dx, medistem, inc., aryx therapeutics, infinity pharmaceuticals, inc., emphasys medical, inc. and discovery partners international, inc. mr. rosenman is a certified public accountant who received a b.b.a. in finance and accounting from pace university and a masters in business administration in finance from the wharton school of the university of pennsylvania. based on his extensive experience as a senior executive and member of the board of directors of numerous public companies in the diagnostics and healthcare sectors, as well as his substantial background as a public company chief financial officer and as an auditor and certified public accountant, the nominating and corporate governance committee concluded that mr. rosenman is qualified to serve on our board of directors. patricia randall has been nominated to serve as a class i director. if elected, she will hold office from the date of her election until the third subsequent annual general meeting of shareholders or until her successor is elected and has been qualified, or until her earlier death, resignation or removal. ms. randall has agreed to serve, if elected, and we have no reason to believe that she will be unable to serve. most recently, ms. randall, 63, has served as our senior vice president and general counsel. ms. randall joined us in november 2008 as general counsel and will have the responsibility for all legal affairs of the company through her retirement effective on the date of the meeting. before joining the company, from 2003 to 2008, ms. randall served as vice president, general counsel and secretary to matritech, inc., a biotechnology company specializing in proteomic diagnostic products for the early detection of a variety of cancers. she previously served as a member of senior management and general counsel of two other publicly traded companies. she has practiced law for over 35 years for both public and private companies and in private practice. she currently serves as a member of the board of directors of belmont instrument corporation, a private medical device company. ms. randall earned her bachelors degree from american university in philosophy and her juris doctor from northeastern university school of law. based upon her experience with us, ms. randall has in-depth knowledge of our business and, in particular, our intellectual property arrangements. her recent efforts and guidance in connection with our initial public offering are exemplary of her steadfast commitment to our business and success. as an officer of several other publicly traded companies she has obtained business acumen and a strong background in public company matters and can provide valuable counsel on our strategic initiatives. based upon her experience, skills and knowledge of our business, our nominating and corporate governance committee concluded that ms. randall should be nominated for election to our board of directors. , included elsewhere in this proxy statement. ",0
2005,1587732,2016,"board leadership structure during 2014, our board was led by john w. gibson, who was the cotb , and eduardo a. rodriguez, who was our lead independent director and the cotb of the corporate governance committee. pierce h. norton ii was named our president and CEO and was a member of our board. in addition, our audit committee and executive compensation committee are each led by a chair and vice chair, all of whom are independent directors. lead independent director our corporate governance guidelines vest the lead independent director who, under these guidelines, is also chair of our corporate governance committee, with various key responsibilities. the guidelines provide that the lead independent director shall serve for a term of three to five years as determined by the board, and that the duties of the lead independent director include but are not limited to: presiding as the chair at all meetings of the board at which the cotb is not present, including executive sessions of the independent directors; serving as liaison between the cotb and the independent directors; approving information sent to the board; approving meeting agendas for the board; and approving meeting schedules to assure that there is sufficient time for discussion of all agenda items. in addition, the lead independent director has the authority to call meetings of the independent directors and, if requested by major shareholders, will ensure that he or she is available for consultation and direct communication. succession planning a key responsibility of the CEO and the board is ensuring that an effective process is in place to provide continuity of leadership over the long term at all levels in our company. each year, succession-planning reviews are held at every significant organizational level of the company, culminating in a full review of senior leadership talent by our independent directors. during this review, the CEO , the cotb and the independent directors discuss future candidates for senior leadership positions, succession timing for those positions and development plans for the highest-potential candidates. this process ensures continuity of leadership over the long term, and it forms the basis on which our company makes ongoing leadership assignments. it is a key success factor in managing the long-term planning and investment lead times of our business. in addition, the CEO maintains in place at all times, and reviews with the non-management directors, a confidential plan for the timely and efficient transfer of responsibilities in the event of an emergency or sudden incapacitation or departure of the CEO . risk oversight we engage in an annual comprehensive enterprise risk-management ( erm ) process to identify, aggregate, monitor, measure, assess and manage risk. our erm approach is designed to enable our board to establish a mutual understanding with management of the effectiveness of our risk-management practices and capabilities, to review our risk exposure and to elevate certain key risks for discussion at the board level. management and our board believe that risk management is an integral part of our annual strategic planning process, which addresses, among other things, the risks and opportunities facing our company. our erm program is overseen by our chief financial officer. the program is a companywide process designed to identify, aggregate, monitor, measure, assess, and manage risks that could affect our ability to fulfill our business objectives or execute our corporate strategy. our erm process involves the identification and assessment of a broad range of risks and the development of plans to mitigate their effects. these risks generally relate to strategic, operational, financial, regulatory compliance and human resources issues. not all risks can be dealt with in the same way. some risks may be easily perceived and controllable, and other risks are unknown; some risks can be avoided or mitigated by particular behavior, and some risks are unavoidable as a practical matter. for some risks, the potential adverse impact would be minor and, as a matter of business judgment, it may not be appropriate to allocate significant resources to avoid the adverse impact. in other cases, the adverse impact could be significant, and it is prudent to expend resources to seek to avoid or mitigate the potential adverse impact. in some cases, a higher degree of risk may be acceptable because of a greater perceived potential for reward. management is responsible for identifying risk and controls related to our significant business activities; mapping the risks to our corporate strategy; and developing programs and recommendations to determine the sufficiency of risk identification, the balance of potential risk to potential reward and the appropriate manner in which to control and mitigate risk. the board implements its risk oversight responsibilities by having management provide periodic briefing and informational sessions on the significant voluntary and involuntary risks that our company faces and how our company is seeking to control and mitigate those risks. in some one gas, inc. ",1
2006,1589061,2019,"the current leadership structure of our board of directors reflects a separation of the roles of  cotb  and principal executive officer. this leadership structure is intended to provide our board of directors with an appropriate level of independence from management and encourage a high degree of autonomy within our board of directors. the board of directors, as a whole and through its committees, oversees the company's risk management process, including operational, financial, legal, and strategic risks. the audit committee assists the board in the oversight of the risk management process. in addition, the board is guided by management presentations at board meetings and throughout the fiscal year that serve to provide visibility to the board about the identification, evaluation and management of risks the company is facing as well as how to mitigate such risks.",0
2007,1590717,2015,"the board does not have a policy regarding the separation of the roles of CEO and cotb , as the board believes it is in the best interests of the company to make that determination based upon the position and direction of the company and the membership of the board. the board has determined that having the company's current CEO serve as cotb makes the best use of the CEO 's extensive knowledge of the company and its industry, as well as fostering greater communication between the company's management and the board. election of director",0
2008,1593034,2014,"we have a board leadership structure under which mr. kimmel serves as  cotb . following the annual meeting, we will have nine directors, each of whom is independent with the exception of our president and  ceo , mr. de silva. our board currently has five standing committees, each of which is comprised solely of independent directors with a committee chair. in addition, the board appoints other committees as the board considers necessary from time to time. the board believes that the  cotb  and the role of the president and ceo should be separate and that the  cotb  should not be an employee of the company. further, the board believes this separation serves the company's shareholders best for setting our strategic priorities and executing our business strategy. we believe that our board consists of directors with significant leadership, organizational and strategic skills, as discussed above. all of our independent directors have served as the  cotb , vice  cotb ,  ceo , chief financial officer, or senior executive of other companies. accordingly, we believe that our independent directors have demonstrated leadership in large enterprises, many with relevant industry experience, and are well-versed in board processes and corporate governance. we believe that having directors with such significant leadership skills benefits our company and our shareholders. as part of its annual self-evaluation process, the board evaluates the company's governance structure. we believe that having a president and ceo for our company with oversight of company operations, coupled with an experienced independent board  cotb  and experienced independent directors, with five separate independent committee chairs, is the appropriate leadership structure for endo. the board of directors has adopted share ownership guidelines (the ownership guidelines) both for non-employee directors and for executive officers and senior management of the company. the board of directors approved the ownership guidelines on february 21, 2008, and amended these ownership guidelines on april 28, 2010 to increase the ownership levels for the president and  ceo . the board of directors amended the ownership guidelines on december 10, 2010 to further increase the ownership levels for non-employee directors and for executive management. on february 27, 2013, the ownership guidelines were amended by the board of directors to reflect the company's code of conduct. the board believes that non-employee directors and executive management should have a significant equity position in the company and that the ownership guidelines serve to further the board's interest in encouraging a longer-term focus in managing the company. the board also believes that the ownership guidelines align the interests of its directors and executive management with the interests of shareholders and further promote endo's commitment to sound corporate governance. the ownership guidelines are posted on the company's website at our board of directors believes it is in our best interests and the interests of our shareholders to assume the espp. the espp encourages ownership of our ordinary shares by our employees and provides an additional incentive for them to promote the long-term growth and success of our business. we believe that providing our employees with a convenient method to invest in our ordinary shares increases the equity stake of our employees and benefits our shareholders by aligning more closely the interest of participating employees with those of our shareholders. the espp complements our overall compensation strategy as discussed under the section entitled compensation discussion and analysis. ",0
2009,1593936,2015,"set forth below is information concerning each of our incumbent directors standing for election, including their ages as of april 17, 2015, present principal occupations, other business experiences during at least the last five years, membership on committees of the board, public company directorships held during the last five years and certain other directorships. effective september 23, 2014, the board appointed ms. raff to fill a vacancy on the board and effective april 8, 2015, the board appointed ms. kaplan to fill a vacancy on the board. outside director search firms were engaged to initially identify ms. raff as a candidate for our board. ms. kaplan's candidacy was identified by mr. mahoney, who suggested ms. kaplan to the nominating committee based on her advertising and media experience, including in the consumer and retail sectors. under our corporate governance guidelines, our board may select a cotb at any time, who may also be an executive officer of the company. the company's CEO currently also serves as the cotb . mr. mahoney chairs the executive sessions of the board that are attended only by our independent directors. the board currently believes that the combination of the cotb and CEO roles provides both for strong board oversight and a very effective link between the board and management.",0
2010,1596993,2018,"at present, the board of directors has chosen to combine the positions of ceo and  cotb . john hadjipateras currently acts as  cotb  and ceo of the company. the board believes that at this time, the interests of the company and its shareholders are better served with one person serving in both roles and that the ceo is the person with the necessary experience and support of the other board members to carry out the role of  cotb  in an effective manner. the board believes it is important that the company retain the organizational flexibility to determine whether the roles of ceo and  cotb  should be separated or combined. the board believes the current structure promotes a cohesive leadership structure and a unified direction for the board and executive management, and also allows for better alignment of strategic development and execution, more effective implementation of strategic initiatives and clearer accountability for success or failure. moreover, the board believes that having our ceo serve as  cotb  gives management a strong voice on the board",1
2011,1600125,2015,"the board of directors currently combines the position of  cotb  with the position of  ceo , coupled with a lead independent director to further strengthen the governance structure. the board of directors believes this provides an efficient and effective leadership model for the company. combining the  cotb  and ceo positions fosters clear accountability, effective decision-making, a clear and direct channel of communication from senior management to the full board of directors and alignment on corporate strategy. to further strengthen the leadership of the board of directors, the board selects a lead independent director on an annual basis, currently vincent d. basile. the responsibilities of the lead independent director include leading all board meetings of non-management directors. the board of directors believes its leadership structure and corporate governance practices enhance the administration of its risk oversight function. to assure effective independent oversight, the board has adopted a number of governance practices, including holding executive sessions of the independent directors at least twice a year or more often as needed. in addition, the compensation committee, which consists only of independent directors, evaluates the performance of our  cotb  and ceo and presents its findings to our independent directors. ",1
2012,1601545,2017,"at blue hills bancorp, the positions of  cotb  and ceo are held by different individuals. the  cotb  provides guidance to the  ceo , is active in setting the agenda for board meetings and presides over meetings of the board. the ceo is responsible for setting the strategic direction for the company and the day to day leadership and performance of the company. as required by the nasdaq rules, the audit, nominating and corporate governance and compensation committees are comprised solely of directors who are independent as defined by nasdaq rules.",0
2013,1611983,2018," our board has separated the positions of  cotb  and ceo (principal executive officer). john c. malone, one of our largest stockholders, holds the position of  cotb , leads our board and board meetings and provides strategic guidance to our  ceo . gregory b. maffei, our president, holds the position of  ceo , leads our management team and is responsible for driving the performance of our company. we believe this division of responsibility effectively assists our board in fulfilling its duties. ",0
2014,1613665,2015," we believe that our directors should have the highest professional and personal ethics and values. they should have broad experience at the policy-making level in business, government or banking. they should be committed to enhancing stockholder value and should have sufficient time to carry out their duties and to provide insight and practical wisdom based on experience. their service on boards of other companies should be limited to a number that permits them, given their individual circumstances, to perform responsibly all director duties. each director must represent the interests of all stockholders. while our board does not have a policy requiring the separation of the roles of CEO and chairperson of the board, the governance committee and the board have determined to continue the practice of separating the roles of the CEO and the chairperson. our chairperson is a nab nominated director pursuant to the stockholder agreement. as long as our chairperson is not independent under applicable independence requirements, the board is required by the stockholder agreement to designate an independent director who is not nominated by nab as its lead independent director. the lead independent director presides over meetings of the board when the chairperson is absent and in circumstances in which the non-management directors of the company meet without management present. the lead independent director also has the authority to call meetings of the independent directors; consult and approve agendas, schedules and time allotments for meetings of the board; consult with the chairperson of the compensation committee with respect to the evaluation and performance of the CEO ; serve as a liaison between the non-management members of the board and the chairperson of the board, act as a contact person to facilitate communications by the company's employees, stockholders and others with the non-management members of the board; and review the quality, appropriateness and timeliness of information provided to the board. the board has appointed andrew hove as its lead independent director. the board has determined that mr. hove satisfies the independence standards set forth in section 303a of the new york stock exchange ( nyse ) listed company manual, has no material relationship with the company that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director, is independent within the meaning of rule 10a-3 of the securities exchange act of 1934, as amended (the exchange act ); and is a non-employee director under rule 16h-3 of the exchange act and an outside director under section 162(m) of the internal revenue code of 1986.",1
2015,1616318,2015,"the company's corporate governance guidelines allow the roles of cotb and CEO to be filled by the same or different individuals, as the company's board of directors deems appropriate. in light of mr. deyoung's deep experience in the development of vista outdoor's business and strategic vision as a stand-alone company, the company's board of directors strongly believes that it is in the company's best interest to have him serve as the company's cotb and CEO . mr. deyoung served as CEO of atk from 2010-2015 and successfully led atk and the company through the spin-off and concurrent merger of atk's aerospace and defense business with orbital sciences corporation. as CEO of atk, mr. deyoung also successfully completed the strategic acquisitions of caliber company (parent company of savage arms) and bushnell group holdings, inc., which include key brands within the company's portfolio.",0
2016,1616533,2017,"the board has determined that, of all of the nominees and continuing directors, only mr. furr, mr. nayyar and mr. patel are independent directors. we define independent directors pursuant to the rules of the sec and the nasdaq. to be considered independent, a director cannot be an officer or employee of our company or its subsidiaries, and cannot have a relationship with our company or its subsidiaries that, in the opinion of our board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. in making the independence determination, our board considered all relevant facts and circumstances, including the director's commercial, industrial, banking, consulting, legal, accounting, charitable and familial relationships. our board consults with our company's legal counsel to ensure that its determinations are consistent with all relevant laws, rules and regulations regarding the definition of independent director, including applicable securities laws and the rules of the sec and nasdaq. there are no family relationships between any director and any of our executive officers. the board believes that it is important to retain the flexibility to allocate the responsibilities of the offices of cotb or executive cotb and CEO in any manner that it determines to be in the best interests of the company at any point in time. currently mr. shah serves as our executive cotb . the board reviews its leadership structure periodically, but believes its current structure provides effective leadership. and former CEO of smart modular, mr. shah brings to our board extensive strategic and operational experience, as well as considerable historical knowledge about our company and industry. we believe that these factors, combined with mr. shah's substantial experience in investing and finance and his service on the boards and board committees of technology companies make him well qualified for service as a director and executive cotb of smart global holdings. ",1
2017,1623613,2016,"mylan board leadership structure the mylan board elects one of its own members as the cotb of the mylan board. mr. coury has served as the cotb of mylan inc. and now mylan n.v. since being elected in may 2009. based on significant interaction and experience with mr. coury, the independent directors on the mylan board continue to believe that mr. coury's highly collaborative relationship with the independent directors, including the lead independent director, his extensive knowledge of the industry, mylan's management, businesses and global platform, and the opportunities and challenges anticipated in the future, as well as his proven leadership abilities, vision, and insight, and the continued outstanding performance of the company, make him the ideal person to lead the mylan board. mr. coury previously served as CEO of the company from september 2002 to january 2012. in his capacity as executive cotb , mr. coury's primary responsibilities include providing overall leadership and strategic direction of the company; providing guidance to the CEO and senior management; coordinating the activities of the mylan board; overseeing talent management; communicating with shareholders and other stakeholders; strategic business development; and mergers and acquisitions. effective january 1, 2012, the mylan board implemented an enhanced management structure, again electing mr. coury as executive cotb of the mylan board (as described above) and appointing ms. bresch as CEO and mr. malik as president, among other changes described in previous public filings. in connection with this enhanced management structure implemented in 2012, the mylan board also appointed mr. piatt as lead independent director based on, among other factors, mr. piatt's independence, outstanding contributions as a director of the company, excellent business judgment, and recognized leadership abilities. the mylan board believes that this appointment only further enhanced the mylan board's already strong independent oversight of the company. as lead independent director, mr. piatt presides at executive sessions of the independent directors, and he has the authority to call meetings of the independent directors. he also serves on the executive committee of the mylan board. in addition, the cotb , in consultation with the lead independent director, as applicable, determines the information sent to the mylan board, the meeting agendas, and meeting schedules to assure that there is sufficient time for discussion of agenda items. the lead independent director in turn is charged with separately approving information sent to the mylan board, its meeting agendas, and its meeting schedules. he also serves as the contact person for stakeholders wishing to communicate with the mylan board and as a liaison between the cotb and independent directors. as of 2012, in her role as CEO , ms. bresch's primary responsibilities include the day-to-day running and oversight of the company's global operations, business, and functions; executing on and overseeing implementation of strategies developed or approved by the mylan board; continued oversight of process and operational enhancements; and continued implementation of a blueprint for an organizational design to help ensure the sustainability of our success into the future. the mylan board strongly believes, and the company's short- and long-term performance demonstrates, that the current mylan board and management structures continue to prove to be ideal for mylan, and that it has produced outstanding results for shareholders and has benefited the interests of other stakeholders, as illustrated on pages 35 to 44 of this proxy statement. we believe that the company and its stakeholders have benefited, and continue to benefit, from the respective leadership, judgment, vision, experience and performance of the existing mylan board and management structure, and that the executive cotb , mr. coury, the CEO , ms. bresch, and the president, mr. malik, all share a vision for the company that is consistent with the mylan board's philosophy. this determination is based on, among other factors, senior management's demonstrated leadership abilities; the performance of the company; the mylan board's deep and unique knowledge of the complexity, size, and dramatic growth of the company, the company's businesses, operations, vision, and strategies; the respective talents and capabilities of our fellow directors and management; and the opportunities and challenges anticipated in the future. page 24 our governance structure also provides effective independent oversight by the mylan board in the following additional ways: ten of the thirteen members of the mylan board are independent; the mylan board has established robust corporate governance principles; the audit, compensation, compliance, finance and governance and nominating committees are all composed entirely of independent directors (as defined in the applicable nasdaq listing standards); the independent directors on the mylan board and its committees receive extensive information and input from management and external advisors, engage in detailed discussion and analysis regarding matters brought before them (including in executive session), and consistently and actively engage in the development and approval of significant corporate strategies; the mylan board and its committees have unrestricted access to management; the mylan board and its committees (other than the science and technology committee) can retain, at their discretion and at company expense, any advisors they deem necessary with respect to any matter brought before the mylan board or any of its committees (the science and technology committee retains advisors in consultation with the executive cotb and the lead independent director); the mylan board and its committees are intimately familiar with the business and management of the company and collectively met 36 times in 2015, including 24 times after the closing date; and in 2015, the mylan board held five executive sessions of non-management members while its committees collectively held 16 executive sessions. ",1
2018,1652535,2017,"board leadership structure mr. rohrs serves as both our CEO and the cotb . under our amended and restated memorandum and articles of association, the cotb is elected by the affirmative vote of a majority of the directors then in office. the board of directors encourages at least annual executive sessions amongst non-management, which are presided over by an independent director designated by the non-management directors. the board of directors recognizes that depending on future circumstances, other leadership structures may become more appropriate for the company, such as the appointment of a lead independent director. accordingly, the board of directors will continue to periodically review its leadership structure. ",0
2019,1654151,2018,"our board of directors has determined that all members of the board of directors, except dr. pellini, are independent, as determined in accordance with the rules of the nasdaq stock market. in making such independence determination, the board of directors considered the relationships that each such non-employee director has with us and all other facts and circumstances that the board of directors deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each non-employee director. in considering the independence of the directors listed above, our board of directors considered the association of our directors with the holders of more than 5% of our common stock. there are no family relationships among any of our directors or executive officers. the positions of our  cotb  and ceo are presently separated. separating these positions allows our ceo to focus on our day-to-day business, while allowing the  cotb  to lead the board of directors in its fundamental role of providing advice to and independent oversight of management. our board of directors recognizes the time, effort and energy that the ceo must devote to his position in the current business environment, as well as the commitment required to serve as our  cotb , particularly as the board of directors oversight responsibilities continue to grow. our board of directors also believes that this structure ensures a greater role for the non-management directors in the oversight of our company and active participation of the independent directors in setting agendas and establishing priorities and procedures for the work of our board of directors. our board of directors believes its administration of its risk oversight function has not affected its leadership structure. although our amended and restated bylaws do not require our  cotb  and ceo positions to be separate, our board of directors believes that having separate positions is the appropriate leadership structure for us at this time.",0
2020,1673358,2017,"what is the board's leadership structure? our board is currently led by an independent cotb , dr. fred hu. our board believes that board independence and oversight of management are effectively maintained through a strong independent cotb and through the 2017 proxy statement board's composition, committee system and policy of having regular executive sessions of non-management directors, all of which are discussed below this section. further, separating the cotb and CEO roles enables the cotb to focus on corporate governance matters and the CEO to focus on the company's business. we find that this structure works well to foster an open dialogue and constructive feedback among the independent directors and management. it further allows the board to effectively represent the best interests of all stockholders and contribute to the company's long-term success. to promote effective independent oversight, the board has adopted a number of governance practices discussed below. what are the company's governance policies and ethical guidelines? board committee charters. the audit committee, compensation committee and nominating and governance committee of the board of directors operate pursuant to their respective written charters. these charters were approved by the board of directors and reflect certain best practices in corporate governance. these charters comply with the requirements of the nyse. each charter is available on the company's website at ir.yumchina.com governance principles. the board of directors has documented its corporate governance principles in the yum china holdings, inc. board of directors corporate governance principles. these principles are available on the company's website at ir.yumchina.com ethical guidelines. yumc's code of conduct was adopted to emphasize the company's commitment to the highest standards of business conduct. the code of conduct also sets forth information and procedures for employees to report ethical or accounting concerns, misconduct or violations of the code of conduct in a confidential manner. the code of conduct applies to all directors and employees of the company, including the principal executive officer, the principal financial officer and the principal accounting officer. all employees of the company are required, on an annual basis, to complete the yum china code of conduct questionnaire and certify in writing that they have read and understand the code of conduct. the code of conduct is available on the company's website at ir.yumchina.com . the company intends to post amendments to or waivers from the code of conduct (to the extent applicable to directors or executive officers) on this website. what other significant board practices does the company have? executive sessions. our independent and non-management directors meet regularly in executive session. the executive sessions are attended only by the independent and non-management directors and are presided over by the independent cotb . our independent directors also meet in executive session at least once per year. role of lead director. our corporate governance principles require the independent directors to appoint a lead director when the cotb does not qualify as independent in accordance with the applicable rules of the nyse. the company currently does not have a lead director because the cotb is independent. advance materials. information and data important to the directors understanding of the business or matters to be considered at a board or committee meeting are, to the extent practical, distributed to the directors sufficiently in advance of the meeting to allow careful review prior to the meeting. board and committee evaluations. the board will conduct an annual self-evaluation process that is led by the nominating and governance committee. this assessment focuses on the board's contribution to the company and emphasizes those areas in which the board believes a better contribution could be made. in addition, the audit committee, the compensation committee and the nominating and governance committees also each conduct a similar annual self-evaluation. 2017 proxy statement majority voting policy. our amended and restated bylaws require majority voting for the election of directors in uncontested elections. this means that director nominees in an uncontested election for directors must receive a number of votes for their election in excess of 50% of the number of votes cast with respect to that director's election. the corporate governance principles further provide that any incumbent director who does not receive a majority of for votes will promptly tender to the board his or her resignation from the board. the resignation will specify that it is effective upon the board's acceptance of the resignation. the board will, through a process managed by the nominating and governance committee and excluding the nominee in question, accept or reject the resignation and publicly disclose the board's decision regarding the resignation and the rationale behind the decision within 90 days from the date of the certification of the election results. access to management and employees. our directors have complete and open access to senior members of management. our CEO invites key employees of the company to attend board sessions at which the CEO believes they can meaningfully contribute to board discussion. access to outside advisors. the board and board committees have the right to consult and retain independent legal and other advisors at the expense of the company. the audit committee has the sole authority to appoint, determine funding for and replace the independent auditor. the compensation committee has the sole authority to retain any advisor to assist it in the performance of its duties, after taking into consideration all factors relevant to the advisor's independence from management. the nominating and governance committee has the sole authority to retain search firms to be used to identify director candidates. what is the board's role in risk oversight? the board maintains overall responsibility for overseeing the company's risk management framework, including succession planning. in furtherance of its responsibility, the board has delegated specific risk-related responsibilities to the audit committee and the compensation committee. the audit committee engages in substantive discussions with management regarding the company's major risk exposures and the steps management has taken to monitor and control such exposures, including the company's risk assessment and risk management policies. our head of corporate audit reports directly to the audit committee, as well as our chief financial officer. the audit committee also receives reports at each meeting regarding legal and regulatory risks from management and meets periodically in separate executive sessions with our independent auditor and our head of corporate audit. the audit committee periodically provides a summary to the full board of the risk area reviewed together with any other risk-related subjects discussed at the audit committee meeting. alternatively, the board may review and discuss directly with management the major risks arising from the company's business and operations. the compensation committee considers the risks that may be implicated by our compensation programs through a risk assessment conducted by management and reports its conclusions to the full board. this oversight helps ensure the company's compensation programs align with the company's goals and compensation philosophies and, along with other factors, operate to mitigate against the risk that such programs would encourage excessive or inappropriate risk-taking. how does the board determine which directors are considered independent? the company's corporate governance principles, adopted by the board, require that a majority of the directors qualify as independent in accordance with the applicable rules of the nyse. the board determines on an annual basis whether each director qualifies as independent pursuant to the applicable rules of the nyse. pursuant to the corporate governance principles, the board undertook its annual review of director independence. during this review, the board considered transactions and relationships between each director or any member of his 2017 proxy statement or her immediate family and the company and its subsidiaries and affiliates. as provided in the corporate governance principles, the purpose of this review was to determine whether any such relationships or transactions were inconsistent with a determination that the director is independent. as a result of the review, the board affirmatively determined that all of the directors are independent of the company and its management under nyse rules, with the exception of christian campbell and micky pant. messrs. campbell and pant are not considered independent directors because mr. campbell served as an executive officer of yum until his retirement in february 2016, and mr. pant is our CEO . in determining that the other directors did not have a material relationship with the company, the board determined that dr. hu, messrs. bassi, chan, ettedgui, hsieh, linen and shao and ms. lu had no other relationship with the company other than their relationship as a director. the board did note, as discussed in the next paragraph, that mr. shao is a partner at king & wood mallesons china, which has a business relationship with the company; however, as noted below, the board determined that this relationship was not material to mr. shao or king & wood mallesons china, and therefore determined mr. shao was independent. the company paid king & wood mallesons china, the law firm at which mr. shao serves as partner, approximately $270,000 for legal services rendered to the company in 2016. based on publicly available information regarding the revenue such firm generated in 2016, and based on the fact that mr. shao did not directly participate in rendering such services to the company, the board determined this relationship was not material to mr. shao or king & wood mallesons china. how do stockholders communicate with the board? stockholders or other parties who wish to communicate directly with the non-management directors as a group or the entire board may do so by writing to the nominating and governance committee, c/o the corporate secretary, yum china holdings, inc., 7100 corporate drive, plano, texas, 75024. the nominating and governance committee of the board has approved a process for handling letters received by the company and addressed to non-management members of the board or the entire board. under that process, the corporate secretary of the company reviews all such correspondence and regularly forwards to a designated member of the nominating and governance committee copies of all such correspondence (except commercial correspondence and correspondence that is duplicative in nature) and a summary of all such correspondence. directors may at any time review a log of all correspondence received by the company that is addressed to members of the board and request copies of any such correspondence. written correspondence from stockholders relating to accounting, internal controls or auditing matters are brought to the attention of the chairperson of the audit committee and to the internal audit department and are handled in accordance with procedures established by the audit committee with respect to such matters (described below). correspondence from stockholders relating to compensation committee matters are referred to the chairperson of the compensation committee. what are the company's policies on reporting of concerns regarding accounting and auditing matters? the audit committee has established policies on reporting concerns regarding accounting and auditing matters in addition to our policy on communicating with our non-management directors. any employee may, on a confidential or anonymous basis, submit complaint or concerns regarding accounting or auditing matters to the chief legal officer of the company through the company's employee hotline or by e-mail or regular mail. if an employee is uncomfortable for any reason contacting the chief legal officer, the employee may contact the chairperson of the audit committee. the chief legal officer maintains a log of all complaints or concerns, tracking their receipt, investigation and resolution and prepares a periodic summary report thereof for the audit committee. 2017 proxy statement what are the committees of the board? the board of directors has standing audit, compensation and nominating and governance committees. name of committee and members ",1
2021,1677703,2018,"board leadership structure we believe that the most effective board structure is one that emphasizes board independence and ensures that the board's deliberations are not dominated by management while also ensuring that the board and senior management act with a common purpose and in the best interest of the company. we believe this balance is achieved through the appointment of an independent cotb . accordingly, william g. parrett serves as cotb . under our corporate governance guidelines, each regularly scheduled board meeting must include an executive session of all directors and the CEO and a separate executive session attended only by the independent directors. our board is 89 percent comprised of directors who qualify as independent directors and each of our standing board committees is comprised solely of independent directors, including our corporate governance committee, which establishes our corporate governance policy and monitors the effectiveness of policy at the board level. you can find more information on board leadership structure in the corporate governance guidelines posted on the company's website at www.conduent.com/corporate-governance ",1
2022,1678463,2017,"the company's principles of corporate governance provide that the board shall periodically evaluate and make a determination regarding whether or not to separate the roles of  cotb  and ceo based upon the circumstances. currently, the roles are separate and the board is led by a non-executive  cotb , mr. loughlin. the board has determined that having mr. loughlin serve as  cotb  provides significant advantages to the board, as it allows mr. mednansky to focus on the company's day-to-day operations, while allowing the  cotb  to lead our board of directors in its role of providing oversight and advice to management. the principles of corporate governance, however, provide us with the flexibility to combine these roles in the future, permitting the roles of ceo and  cotb  to be filled by the same individual. this provides our board of directors with flexibility to determine whether the two roles should be combined in the future based on our company's needs and our board of directors assessment of our leadership structure from time to time. in addition, pursuant to the company's principles of corporate governance, the independent directors may appoint an independent director to serve as the lead independent director for a period of time as determined by the independent directors as a group. the lead independent director's responsibilities will include such responsibilities delegated thereto by the board, and may also include: presiding at meetings of the board at which the  cotb  is not present, including executive sessions of the independent directors; approving information sent to the board; approving the agenda and schedule for board meetings to provide that there is sufficient time for discussion of all agenda items; serving as liaison between the  cotb  and the independent directors; and being available for consultation and communication with major stockholders upon request. any lead independent director shall have the authority to call executive sessions of the independent directors.",0
2023,1681459,2018,"current board leadership structure and appropriateness in light of the recent merger and ongoing integration process role of the lead independent director in the context of the current board leadership structure our board has determined that, following our merger, a board leadership structure consisting of an executive cotb , the CEO , and a strong lead independent director is the most appropriate structure for us. our board believes that this is currently the most effective leadership structure for our company to ensure that the objectives of the merger, including the realization of merger synergies, are achieved. each of mr. pilenko's and mr. pferdehirt's experience with, and knowledge of, the two legacy companies and those companies businesses, markets, clients, and projects is critical to our board as we continue to integrate the operations of the two companies while maintaining continuity across key projects and client relationships. our executive cotb , CEO , and lead independent director each have clearly delineated and complementary responsibilities in leading our board and management. our executive cotb manages our board and provides continuity for key projects by continuing to serve as executive sponsor for certain legacy projects, including the yamal project, one of the largest and most complex liquefied natural gas ( ",1
2024,2701358,2011,"the position of  cotb  of hillshire brands is held by a non-management director, christopher b. begley, whom the board has determined is independent from the company within the meaning set forth in the new york stock exchange listing standards. the board implemented this leadership structure in connection with the completion of the spin-off in june 2012. we believe this structure is optimal for hillshire brands at this time because it allows the ceo to focus on his management responsibilities in continuing to lead the company through a time of significant transition following the spin-off. at the same time, the  cotb  can focus on the overall strategy of the business and leadership of the board of directors. ",0