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This excerpt taken from the AN DEF 14A filed Apr 28, 2006. BOARD
COMMITTEES
Committee
Structure
It is the general policy of the Board that major decisions be
considered by the Board as a whole, subject to applicable law.
As a consequence, the committee structure of the Board is
limited to those committees considered to be basic to or
required for the operation of the Company as a publicly-owned
entity. The Company shall have three standing committees: Audit
Committee, Corporate Governance Committee and Compensation
Committee; and two subcommittees: the Executive Compensation
Subcommittee of the Compensation Committee and the Nominating
Subcommittee of the Corporate Governance Committee. The duties
for each of these committees and subcommittees shall be outlined
in the charter for each committee and subcommittee and by
resolution of the Board. From time to time, the Board may form
other committees or subcommittees or disband a current committee
or subcommittee depending on circumstances. Each of the
Board’s committees and subcommittees shall have the power
and authority to engage independent counsel and other advisors,
at the expense of the Company, as it determines necessary to
carry out its duties.
AutoNation, Inc.
Corporate
Governance Guidelines
Table of Contents
Composition
and Qualifications of Members
Each committee and subcommittee shall consist solely of
Independent Directors. In addition, the composition of each
committee and subcommittee shall be reviewed by the Board
annually to assure that members are qualified in accordance with
applicable laws, rules and regulations.
Assignment
The Nominating Subcommittee, after consultation with the
Chairman and CEO, shall recommend to the Board for approval, and
the Board shall approve, all assignments of committee members,
including designations of the chairs of the committees.
Committee
Reports
The chair of each committee shall report to the full Board,
whenever appropriate, with respect to those matters considered
and acted upon by his or her committee.
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