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AN » Topics » Assess Board Membership Needs and Composition and Recommend Nominees

This excerpt taken from the AN DEF 14A filed Apr 28, 2006.
Assess Board Membership Needs and Composition and Recommend Nominees
 
  •  Assess from time to time the appropriate balance of skills and characteristics required of Board members.
 
  •  Identify, evaluate and recommend candidates to the entire Board for nomination and election to the Board. Nominees for Director shall be selected on the basis of, among other things, broad experience; financial expertise; wisdom; integrity; ability to make independent analytical inquiries; understanding of the Company’s business environment; willingness and ability to devote adequate time to Board duties; all in the context of the needs of the Board at that point in time as assessed by the Subcommittee and with the objective of ensuring diversity in the background, experience and viewpoints of Board members.
 
  •  Review Board candidates recommended by shareholders on the same basis as if such candidates were recommended by one or more of our directors or other sources.
 
  •  In conjunction with the Chairman of the Board, formally review each Director’s continuation on the Board every five years so that, among other things, each Director has the opportunity to conveniently confirm his/her desire to continue as a member of the Board.
 
  •  Review the circumstances of any Director who retires or changes from the position he or she holds and make a recommendation to the Board as to the continued appropriateness of Board membership by such Director.
 
  •  After consultation with the Chairman and CEO, recommend to the Board for approval all assignments of committee members, including designations of the chairs of the committees.
 
  •  Assist the Board in determining and monitoring whether or not each Director and prospective director is an “independent director” within the meaning of any rules and laws applicable to the Company.
 
  •  Review and monitor the size and composition of the Board to ensure that a substantial majority of directors are independent directors, as determined by the Board.
 
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