ACLI » Topics » Corporate Governance Matters

This excerpt taken from the ACLI DEF 14A filed Apr 13, 2009.
Corporate Governance Matters
 
Board Independence.  At least a majority of the Board must qualify as independent within the meaning of the rules of the Nasdaq Stock Market. The Board undertook its annual review of director independence in March 2009. During this review, the Board considered transactions and relationships between each director or any member of his immediate family and the Company and its subsidiaries and affiliates. The Board also examined transactions and relationships between directors or their affiliates and members of the Company’s senior management or their affiliates. The Board has affirmatively determined that other than Mr. Ryan, all of the remaining six members of the Board are independent within the meaning of the rules of Nasdaq. Mr. Ryan is not considered to be independent because he is an executive officer of the Company.
 
The Board concluded that none of Messrs. Davis, Huber, Rouvelas and Weber possess any of the bright-line relationships set forth in the listing standards of the Nasdaq Stock Market that prevent independence, or any other relationship with the Company other than Board membership. With respect to Mr. Yeutter, the Board considered the fact that in 2008, the Company engaged Hogan & Hartson, to which Mr. Yeutter is a senior advisor, to perform legal services for the Company and has paid that firm an aggregate of $1.5 million during 2008. The Board concluded that this relationship is not one of the bright-line relationships set forth in the listing standards of the Nasdaq Stock Market that prevents independence, and that this relationship does not constitute a material relationship because both Mr. Yeutter’s relationship with Hogan & Hartson and that firm’s relationship with the Company are sufficiently immaterial so as not to impair Mr. Yeutter’s independent judgment in connection with his duties and responsibilities as a director of the Company. With respect to Mr. Larsen, the Board considered the fact that Mr. Larsen serves as a Managing Director of Equity Group Investments, L.L.C., an affiliate of GVI Holdings, Inc., a 25.4 percent stockholder of the Company. The Board concluded that a relationship with a stockholder of the Company in and of itself does not impair Mr. Larsen’s independent judgment in connection with his duties and responsibilities as a director of the Company.
 
Corporate Governance Guidelines and Code of Ethics.  The Company has Corporate Governance Guidelines, which are applicable to all directors of the Company. In addition, the Board approved a separate Code of Ethics, which is applicable to all employees and directors of the Company including the Company’s principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions. The Code of Ethics and Corporate Governance Guidelines are available on the Company’s website under the Investor Relations tab (www.aclines.com). The Company intends to post any amendments to or waivers from its Code of Ethics applicable to the Company’s principal executive officer, principal financial officer or principal accounting officer at this location on its website.
 
Criteria for Board Membership.  Working closely with the full Board, the Nominating and Governance Committee develops criteria for any open Board positions, taking into account such factors as it deems appropriate, including, among others, the current composition of the Board, the range of talents, experiences and skills that would best complement those already represented on the Board, the balance of management and independent Directors and any need for financial or other specialized expertise. The Nominating and Corporate Governance Committee shall identify possible nominees who meet specified objectives in terms of the composition of the Board, taking into account such factors as geographic, occupational, gender, race and age diversity.
 
Director Nomination Procedure.  The Nominating and Corporate Governance Committee is responsible, when the need arises, for seeking individuals qualified to become Board members for recommendation to the Board. The entire Board shall nominate members for election to the Board and for filling vacancies on the Board. The Nominating and Corporate Governance Committee will consider candidates recommended by stockholders. A stockholder who wishes to recommend a director candidate for consideration by the Nominating and Corporate Governance Committee should send


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such recommendation to the Secretary of the Company, 1701 E. Market Street, Jeffersonville, Indiana 47130, who will forward it to the Nominating and Corporate Governance Committee. Any such recommendation should include a description of the candidate’s qualifications for board service; the candidate’s written consent to be considered for nomination and to serve if nominated and elected, and addresses and telephone numbers for contacting the stockholder and the candidate for more information. A stockholder who wishes to nominate an individual as a director candidate at the annual meeting of stockholders, rather than recommend the individual to the Nominating and Corporate Governance Committee as a nominee, must comply with the advance notice requirements set forth in the Company’s Bylaws. Director nominees will be evaluated pursuant to the procedures and criteria set forth above under the heading “Criteria for Board Membership.”
 
Majority Voting Policy.  The Company has adopted a Majority Voting Policy which states that in an uncontested election (i.e., an election when the only nominees are those recommended by the Board), any nominee for Director who receives a greater number of votes “withheld” from election than votes “for” such election (a “Majority Withheld Vote”), shall promptly tender a resignation to the Board for consideration.
 
The Nominating and Governance Committee shall promptly consider the resignation offer and recommend to the Board action with respect to the tendered resignation, which may include (i) accepting the resignation, (ii) maintaining the Director but addressing the underlying cause of the “withheld” votes, (iii) determining not to re-nominate the Director in the future, (iv) rejecting the resignation, or (v) any other action the Nominating and Governance Committee deems to be appropriate and in the best interests of the Company. In considering what action to recommend with respect to the tendered resignation, the Nominating and Governance Committee will take into account all factors deemed relevant, including without limitation, any stated reasons why stockholders “withheld” votes for election from such Director, the length of service and qualifications of the Director whose resignation has been tendered, the overall composition of the Board, the Director’s contributions to the Company, the mix of skills and backgrounds of the Directors, and whether accepting the tendered resignation would cause the Company to fail to meet any applicable requirements of the SEC, the Nasdaq Stock Market or the Company’s Corporate Governance Guidelines.
 
The Board will act on the Nominating and Governance Committee’s recommendation no later than 90 days following certification of the stockholder vote.
 
Following the Board’s decision on the Nominating and Governance Committee’s recommendation, the Company will promptly disclose the Board’s decision with respect to the tendered resignation and will provide a description of the process by which the decision was reached in a Current Report on Form 8-K filed with the SEC.
 
Except in certain special circumstances, any Director who tenders a resignation pursuant to this provision shall not participate in the Nominating and Governance Committee review and recommendation process or the Board’s consideration regarding the action to be taken with respect to the tendered resignation.
 
To the extent that one or more Directors’ resignations are accepted by the Board, the Nominating and Governance Committee will recommend to the Board whether to fill such vacancy or vacancies or to reduce the size of the Board.
 
Stockholder Communication with the Board.  It is the policy of the Company to facilitate communication with the Board. The Company’s stockholders and interested parties may send communications to the Board or the Presiding Director in the manner described below. All communications should be delivered either: (i) in writing addressed c/o the Corporate Secretary’s Office at 1701 E. Market Street, Jeffersonville, Indiana 47130 or (ii) via email to InvestorBoard@aclines.com.


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All communications must be accompanied by the following information:
 
  •  if the person submitting the communication is a stockholder, a statement of the type and amount of the securities of the Company that the person holds;
 
  •  if the person submitting the communication is not a stockholder and is submitting the communication as an interested party, the nature of the person’s interest;
 
  •  the address, telephone number and e-mail address, if any, of the person submitting the communication.
 
Each communication will be forwarded to the Director(s) to which it is addressed. Communications may, at the direction of the Board, be shared with Company management.
 
Director Evaluation Policy.  The Nominating and Governance Committee is responsible for conducting an annual review and evaluation of the Board’s conduct and performance-based upon completion by all directors of a self-evaluation form that includes an assessment, among other things, of the Board’s maintenance and implementation of the Company’s standards of conduct and corporate governance policies. The review seeks to identify specific areas, if any, in need of improvement or strengthening and culminates in a discussion by the full Board of the results and any actions to be taken.
 
This excerpt taken from the ACLI DEF 14A filed Apr 18, 2008.
Corporate Governance Matters
 
Board Independence.  At least a majority of the Board must qualify as independent within the meaning of the rules of the NASDAQ Stock Market. The Board undertook its annual review of director independence in March 2008. During this review, the Board considered transactions and relationships between each director or any member of his immediate family and the Company and its subsidiaries and affiliates. The Board also examined transactions and relationships between directors or their affiliates and members of the Company’s senior management or their affiliates. The Board has affirmatively determined that other than Messrs. Huber and Ryan, all of the remaining five members of the Board are independent within the meaning of the rules of NASDAQ. Mr. Ryan is not considered to be independent because he is an executive officer of the Company. The Company is seeking concurrence with NASDAQ that despite the fact that a family member of Mr. Huber served as a consultant with the Company within the past three years that Mr. Huber nonetheless qualifies as an independent director of the Company.
 
The Board concluded that none of Messrs. Davis, Larsen, Rouvelas and Weber possess any of the bright-line relationships set forth in the listing standards of the NASDAQ Stock Market that prevent independence, or any other relationship with the Company other than Board membership. With respect to Mr. Yeutter, the Board considered the fact that in 2007, the Company engaged Hogan & Hartson LLP, to which Mr. Yeutter is a senior advisor, to perform legal services for the Company and has paid that firm an aggregate of $802,866 during 2007. The Board concluded that this relationship is not one of the bright-line relationships set forth in the listing standards of the NASDAQ Stock Market that prevent independence, and that this relationship does not constitute a material relationship because both Mr. Yeutter’s relationship with Hogan & Hartson and that firm’s relationship with the Company are sufficiently immaterial so as not to impair Mr. Yeutter’s independent judgment in connection with his duties and responsibilities as a director of the Company. With respect to Mr. Larsen, the Board considered the fact that Mr. Larsen serves as the Managing Director of Equity Group Investments, L.L.C., an affiliate of GVI Holdings, Inc., a 25.74 percent stockholder of the Company. The Board concluded that a relationship with a stockholder of the Company in and of itself does not impair Mr. Larsen’s independent judgment in connection with his duties and responsibilities as a director of the Company.
 
Corporate Governance Guidelines and Code of Ethics.  The Company has Corporate Governance Guidelines, which are applicable to all directors of the Company. In addition, the Board approved a separate Code of Ethics, which is applicable to all employees and directors of the Company including the Company’s principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions. The Code of Ethics and Corporate Governance Guidelines are available on the Company’s website under the Investor Relations tab (www.aclines.com). The Company intends to post any amendments to or waivers from its Code of Ethics applicable to the Company’s principal executive officer, principal financial officer or principal accounting officer at this location on its website.
 
Criteria for Board Membership.  Working closely with the full Board, the Nominating and Governance Committee develops criteria for any open Board positions, taking into account such factors as it deems appropriate, including, among others, the current composition of the Board, the range of talents, experiences and skills that would best complement those already represented on the Board, the balance of management and independent Directors and any need for financial or other specialized expertise. The Nominating and Corporate Governance Committee shall identify possible nominees who meet specified objectives in terms of the composition of the Board, taking into account such factors as geographic, occupational, gender, race and age diversity.
 
Director Nomination Procedure.  The Nominating and Corporate Governance Committee is responsible, when the need arises, for seeking individuals qualified to become Board members for


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recommendation to the Board. The entire Board shall nominate members for election to the Board and for filling vacancies on the Board. The Nominating and Corporate Governance Committee will consider candidates recommended by stockholders. A stockholder who wishes to recommend a director candidate for consideration by the Nominating and Corporate Governance Committee should send such recommendation to the Secretary of the Company, 1701 E. Market Street, Jeffersonville, Indiana 47130, who will forward it to the Nominating and Corporate Governance Committee. Any such recommendation should include a description of the candidate’s qualifications for board service; the candidate’s written consent to be considered for nomination and to serve if nominated and elected, and addresses and telephone numbers for contacting the stockholder and the candidate for more information. A stockholder who wishes to nominate an individual as a director candidate at the annual meeting of stockholders, rather than recommend the individual to the Nominating and Corporate Governance Committee as a nominee, must comply with the advance notice requirements set forth in the Company’s Bylaws. Director nominees will be evaluated pursuant to the procedures and criteria set forth above under the heading “Criteria for Board Membership.”
 
Majority Voting Policy.  The Company has adopted a Majority Voting Policy which states that in an uncontested election (i.e., an election when the only nominees are those recommended by the Board of Directors), any nominee for Director who receives a greater number of votes “withheld” from election than votes “for” such election (a “Majority Withheld Vote”), shall promptly tender a resignation to the Board of Directors for consideration.
 
The Nominating and Governance Committee shall promptly consider the resignation offer and recommend to the Board of Directors action with respect to the tendered resignation, which may include (i) accepting the resignation, (ii) maintaining the Director but addressing the underlying cause of the “withheld” votes, (iii) determining not to re-nominate the Director in the future, (iv) rejecting the resignation, or (v) any other action the Nominating and Governance Committee deems to be appropriate and in the best interests of the Company. In considering what action to recommend with respect to the tendered resignation, the Nominating and Governance Committee will take into account all factors deemed relevant, including without limitation, any stated reasons why stockholders “withheld” votes for election from such Director, the length of service and qualifications of the Director whose resignation has been tendered, the overall composition of the Board of Directors, the Director’s contributions to the Company, the mix of skills and backgrounds of the Directors, and whether accepting the tendered resignation would cause the Company to fail to meet any applicable requirements of the SEC, the NASDAQ Stock Market or the Company’s Corporate Governance Guidelines.
 
The Board of Directors will act on the Nominating and Governance Committee’s recommendation no later than 90 days following certification of the stockholder vote.
 
Following the Board of Directors’ decision on the Nominating and Governance Committee’s recommendation, the Company will promptly disclose the Board’s decision with respect to the tendered resignation and will provide a description of the process by which the decision was reached in a Current Report on Form 8-K filed with the SEC.
 
Except in certain special circumstances, any Director who tenders a resignation pursuant to this provision shall not participate in the Nominating and Governance Committee review and recommendation process or the Board of Directors’ consideration regarding the action to be taken with respect to the tendered resignation.
 
To the extent that one or more Directors’ resignations are accepted by the Board of Directors, the Nominating and Governance Committee will recommend to the Board of Directors whether to fill such vacancy or vacancies or to reduce the size of the Board of Directors.
 
Stockholder Communication with the Board.  It is the policy of the Company to facilitate communication with the Board. The Company’s stockholders and interested parties may send communications to the Board or the Presiding Director in the manner described below. All communications should be


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delivered either: (i) in writing addressed c/o the Corporate Secretary’s Office at 1701 E. Market Street, Jeffersonville, Indiana 47130 or (ii) via email to InvestorBoard@aclines.com.
 
All communications must be accompanied by the following information:
 
  •  if the person submitting the communication is a stockholder, a statement of the type and amount of the securities of the Company that the person holds;
 
  •  if the person submitting the communication is not a stockholder and is submitting the communication as an interested party, the nature of the person’s interest;
 
  •  the address, telephone number and e-mail address, if any, of the person submitting the communication.
 
Each communication will be forwarded to the Director(s) to which it is addressed. Communications may, at the direction of the Board, be shared with Company management.
 
Director Evaluation Policy.  The Nominating and Governance Committee is responsible for conducting an annual review and evaluation of the Board’s conduct and performance based upon completion by all directors of a self-evaluation form that includes an assessment, among other things, of the Board’s maintenance and implementation of the Company’s standards of conduct and corporate governance policies. The review seeks to identify specific areas, if any, in need of improvement or strengthening and culminates in a discussion by the full Board of the results and any actions to be taken.
 
This excerpt taken from the ACLI DEF 14A filed Apr 19, 2007.
Corporate Governance Matters
 
Board Independence.  At least a majority of the Board must qualify as independent within the meaning of the rules of the NASDAQ Stock Market. The Board undertook its annual review of director independence in March 2007. During this review, the Board considered transactions and relationships between each director or any member of his immediate family and the Company and its subsidiaries and affiliates. The Board also examined transactions and relationships between directors or their affiliates and members of the Company’s senior management or their affiliates. The Board has affirmatively determined that other than Messrs. Huber and Holden, each of whom is or was an executive officer of the Company, all of the remaining five members of the Board are independent within the meaning of the rules of NASDAQ.
 
The Board concluded that none of Messrs. Davis, Larsen, Rouvelas and Weber possess any of the bright-line relationships set forth in the listing standards of the NASDAQ Stock Market that prevent independence, or any other relationship with the Company other than Board membership. With respect to Mr. Yeutter, the Board considered the fact that in 2006, the Company engaged Hogan & Hartson LLP, to which Mr. Yeutter is a senior advisor, to perform legal services for the Company. The Board concluded that this relationship is not one of the bright-line relationships set forth in the listing standards of the NASDAQ Stock Market that prevent independence, and that this relationship does not constitute a material relationship because both Mr. Yeutter’s relationship with Hogan & Hartson and that firm’s relationship with the Company are sufficiently immaterial so as not to impair Mr. Yeutter’s independent judgment in connection with his duties and responsibilities as a director of the Company. With respect to Mr. Larsen, the Board considered the fact that Mr. Larsen serves as the Managing Director of Equity Group Investments, L.L.C., an affiliate of GVI Holdings, Inc. an 18.5% stockholder of the Company. The Board concluded that a relationship with a stockholder of the Company in and of itself does not impair Mr. Larsen’s independent judgment in connection with his duties and responsibilities as a director of the Company.
 
Corporate Governance Guidelines and Code of Ethics.  The Company has Corporate Governance Guidelines, which are applicable to all directors of the Company. In addition, the Board approved a separate Code of Ethics, which is applicable to all employees and directors of the Company including the Company’s principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions. The Code of Ethics and Corporate Governance Guidelines are available on the Company’s website under the Investor Relations tab (www.aclines.com). The Company intends to post any amendments to or waivers from its Code of Ethics applicable to the Company’s principal executive officer, principal financial officer or principal accounting officer at this location on its website.
 
Criteria for Board Membership.  Working closely with the full Board, the Nominating and Governance Committee develops criteria for open Board positions, taking into account such factors as it


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deems appropriate, including, among others, the current composition of the Board, the range of talents, experiences and skills that would best complement those already represented on the Board, the balance of management and independent Directors and the need for financial or other specialized expertise. The Nominating and Governance Committee shall identify possible nominees who meet specified objectives in terms of the composition of the Board, taking into account such factors as geographic, occupational, gender, race and age diversity.
 
Director Nomination Procedure.  The Nominating and Governance Committee is responsible, when the need arises, for seeking individuals qualified to become Board members for recommendation to the Board. The entire Board shall nominate members for election to the Board and for filling vacancies on the Board. The Nominating and Governance Committee will consider candidates recommended by stockholders. A stockholder who wishes to recommend a director candidate for consideration by the Nominating and Governance Committee should send such recommendation to the Corporate Secretary, 1701 E. Market Street, Jeffersonville, Indiana 47130, who will forward it to the Nominating and Governance Committee. Any such recommendation should include a description of the candidate’s qualifications for board service; the candidate’s written consent to be considered for nomination and to serve if nominated and elected, and addresses and telephone numbers for contacting the stockholder and the candidate for more information. A stockholder who wishes to nominate an individual as a director candidate at the annual meeting of stockholders, rather than recommend the individual to the Nominating and Governance Committee as a nominee, must comply with the advance notice requirements set forth in the Company’s Bylaws. Director nominees will be evaluated pursuant to the procedures and criteria set forth above under the heading “Criteria for Board Membership.”
 
Majority Voting Policy.  The Company has adopted a Majority Voting Policy which states that in an uncontested election (i.e., an election when the only nominees are those recommended by the Board of Directors), any nominee for Director who receives a greater number of votes “withheld” from election than votes “for” such election (a “Majority Withheld Vote”), shall promptly tender a resignation to the Board of Directors for consideration.
 
The Nominating and Governance Committee shall promptly consider the resignation offer and recommend to the Board of Directors action with respect to the tendered resignation, which may include (i) accepting the resignation, (ii) maintaining the Director but addressing the underlying cause of the “withheld” votes, (iii) determining not to renominate the Director in the future, (iv) rejecting the resignation, or (v) any other action the Nominating and Governance Committee deems to be appropriate and in the best interests of the Company. In considering what action to recommend with respect to the tendered resignation, the Nominating and Governance Committee will take into account all factors deemed relevant, including without limitation, any stated reasons why stockholders “withheld” votes for election from such Director, the length of service and qualifications of the Director whose resignation has been tendered, the overall composition of the Board of Directors, the Director’s contributions to the Company, the mix of skills and backgrounds of the Directors, and whether accepting the tendered resignation would cause the Company to fail to meet any applicable requirements of the SEC, the NASDAQ Stock Market or the Company’s Corporate Governance Guidelines.
 
The Board of Directors will act on the Nominating and Governance Committee’s recommendation no later than 90 days following certification of the stockholder vote.
 
Following the Board of Directors’ decision on the Nominating and Governance Committee’s recommendation, the Company will promptly disclose the Board’s decision with respect to the tendered resignation and will provide a description of the process by which the decision was reached in a Current Report on Form 8-K filed with the SEC.
 
Except in certain special circumstances, any Director who tenders a resignation pursuant to this provision shall not participate in the Nominating and Governance Committee review and recommendation process or the Board of Directors’ consideration regarding the action to be taken with respect to the tendered resignation.


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To the extent that one or more Directors’ resignations are accepted by the Board of Directors, the Nominating and Governance Committee will recommend to the Board of Directors whether to fill such vacancy or vacancies or to reduce the size of the Board of Directors.
 
Stockholder Communication with the Board.  It is the policy of the Company to facilitate communication with the Board. The Company’s stockholders and interested parties may send communications to the Board or the Presiding Director in the manner described below. All communications should be delivered either: (i) in writing addressed c/o the Corporate Secretary’s Office at 1701 E. Market Street, Jeffersonville, Indiana 47130 or (ii) via email to InvestorBoard@aclines.com.
 
All communications must be accompanied by the following information:
 
  •  if the person submitting the communication is a stockholder, a statement of the type and amount of the securities of the Company that the person holds;
 
  •  if the person submitting the communication is not a stockholder and is submitting the communication as an interested party, the nature of the person’s interest;
 
  •  the address, telephone number and e-mail address, if any, of the person submitting the communication.
 
Each communication will be forwarded to the Director(s) to which it is addressed. Communications may, at the direction of the Board, be shared with Company management.
 
Director Evaluation Policy.  The Nominating and Governance Committee is responsible for conducting an annual review and evaluation of the Board’s conduct and performance based upon completion by all directors of a self-evaluation form that includes an assessment, among other things, of the Board’s maintenance and implementation of the Company’s standards of conduct and corporate governance policies. The review seeks to identify specific areas, if any, in need of improvement or strengthening and culminates in a discussion by the full Board of the results and any actions to be taken.
 
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