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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
Table of Contents
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.
Table of Contents
All communications must be accompanied by the following
information:
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
Table of Contents
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
Table of Contents
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:
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
Table of Contents
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.
Table of Contents
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:
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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