CNA Surety (SUR)

 

The Board meets without management in Executive Session at its regularly scheduled meetings. The members have decided that a presiding director is not necessary and that the independent directors will rotate the task of presiding over Executive Sessions.

 

The Board has an Executive Committee, an Audit Committee, a Compensation Committee and an Investment Committee. In 2007, the Audit Committee and the Compensation Committee consisted entirely of independent directors. The Company does not have a nominating/corporate governance committee. The Board relies on the Exchange exemption for controlled companies in not having a nominating/corporate governance committee, but the Board’s current policy is that all directors participate in the consideration of director nominees.

 

In 2007, the Executive Committee consisted of Messrs. Lewis, Edelson and Welch. The Executive Committee did not meet during 2007. The Executive Committee possesses and may exercise the full and complete authority of the Board in the management and business affairs of the Company during the intervals between the meetings of the Board. Any action by the Executive Committee is reported to the Board at its next meeting and such action is subject to revision and alteration by the Board, provided that no rights of third persons can be prejudicially affected by the subsequent action of the Board. Vacancies on the Executive Committee are filled by the Board. However, during the temporary absence of a member of the Executive Committee, due to illness or inability to attend a meeting or for other cause, the remaining member(s) of the Executive Committee may appoint a member of the Board to act in the place and with all the authority of such absent member. The current members of the Executive Committee will continue in office until the Committee is dissolved, terminated or reorganized, or if such members are replaced.

 

From January 1, 2007 until April 23, 2007 the Audit Committee consisted of Messrs. Britt and Tinstman and Ms. Adrian Tocklin (who did not stand for reelection). After the death of former Audit Committee member Roy Posner on December 31, 2006, the Board appointed Mr. Tinstman to act as interim Audit Committee chairman until Mr. Cleberg’s election on April 23, 2007. Beginning on April 23, 2007, the Company’s Audit Committee consisted of Messrs. Britt, Tinstman and Cleberg (Chair/Financial Expert). Messrs. Britt, Cleberg and Tinstman and Ms. Tocklin all are considered “independent” as that term is used in Exchange Act Section 10A(m)(3). During 2007, the Audit Committee held seven (7) meetings. The Company believes that Anthony Cleberg qualifies as a financial expert. The Board determined at its February 7, 2008 meeting that all Audit Committee members were financially literate and Independent.

 

The Board adopted an Audit Committee Charter in March 2000 and amended and restated the Audit Committee Charter on February 17, 2004, which governs the Audit Committee. As described in the Audit Committee Charter, the Audit Committee is authorized and (a) has the power to review the financial reports and other financial information provided by the Corporation to governmental entities and the public, including the certifications made by the principal executive officer and principal financial officer with respect to the Company’s reports filed with the SEC; the Corporation’s systems of internal controls regarding finance, accounting, internal audit, legal compliance and ethics that the Corporation’s management and the Board have established; and the Corporation’s auditing, accounting and financial reporting processes generally including the review of critical accounting policies and financial statement presentation, (b) has the sole authority to retain, compensate and evaluate the Company’s independent registered public accounting firm, and the scope of and fees for their audits, and (c) addresses any and all related party agreements and arrangements between the Corporation and its affiliates and any disputes that may arise hereunder. However, the Company’s management is responsible for its financial statements and reporting process, including its system of internal controls. The Company’s independent auditors are responsible for expressing an opinion on the conformity of the Company’s audited financial statements with accounting principles generally accepted in the United States. A copy of the Audit Committee Charter as amended and restated is available on the Company website at www.cnasurety.com, and will be provided to any shareholder upon request to Carol Abel, representative of the Company, at 333 S. Wabash Ave., 41st Floor, Chicago, Illinois, 60604 (312) 822-5199. Copies will be furnished promptly at no charge.

 

Beginning on April 23, 2007, the Company Compensation Committee consisted of Messrs. Britt, Cleberg and Tinstman (Chair). The Committee’s former chair, Ms. Tocklin did not stand for reelection but remained a member and chair of the Compensation Committee until April 23, 2007. During 2007, the Compensation Committee held five (5) meetings. The Compensation Committee sets the Company’s compensation policies, and reviews and

 

The Board intends to meet without management in Executive Session at its regularly scheduled meetings. The members have decided that a presiding director is not necessary and that the independent directors will rotate the task of presiding over Executive Sessions.

 

The Board has an Executive Committee, an Audit Committee, a Compensation Committee and Investment Committee. In 2006, the Audit Committee and the Compensation Committee consisted entirely of independent directors. The Company does not have a nominating/corporate governance committee. The Board relies on the Exchange exemption for controlled companies in not having a nominating/corporate governance committee, but the Board’s current policy is that all directors participate in the consideration of director nominees.

 

In 2006, the Executive Committee consisted of Messrs. Lewis, Posner and Welch. The Executive Committee did not meet during 2006. The Executive Committee possesses and may exercise the full and complete authority of the Board in the management and business affairs of the Company during the intervals between the meetings of the Board. Any action by the Executive Committee is reported to the Board at its next meeting and such action is subject to revision and alteration by the Board, provided that no rights of third persons can be prejudicially affected by the subsequent action of the Board. Vacancies on the Executive Committee are filled by the Board. However, during the temporary absence of a member of the Executive Committee, due to illness or inability to attend a meeting or for other cause, the remaining member(s) of the Executive Committee may appoint a member of the Board to act in the place and with all the authority of such absent member. The current members of the Executive Committee will continue in office until the Committee is dissolved, terminated or reorganized, or if such members are replaced. Executive Committee member Mr. Posner passed away on December 31, 2006.

 

In 2006, the Company’s Audit Committee consisted of Messrs. Britt, Tinstman and Posner (Chair / Financial Expert) and Ms. Tocklin all of whom would be considered “independent” as that term is used in Exchange Act Section 10A(m)(3). During 2006, the Audit Committee held 8 meetings. Mr. Posner passed away on December 31, 2006. The Company believes that Anthony Cleberg, who is nominated as director qualifies as a financial expert and if elected, the Company expects that Mr. Cleberg will be elected Audit Committee Chairman. Until a new financial expert is elected, the Board appointed Mr. Tinstman to act as interim Audit Committee chairman. The Board determined at its February 13, 2007 meeting that all Audit Committee members were financially literate and Independent. The Board adopted an Audit Committee Charter in March 2000 and amended and restated the Audit Committee Charter on February 17, 2004, which governs the Audit Committee. As described in the Audit Committee Charter, the Audit Committee is authorized and (a) has the power to review the financial reports and other financial information provided by the Corporation to governmental entities and the public, including the certifications made by the principal executive officer and principal financial officer with respect to the Company’s reports filed with the SEC; the Corporation’s systems of internal controls regarding finance, accounting, internal audit, legal compliance and ethics that the Corporation’s management and the Board have established; and the Corporation’s auditing, accounting and financial reporting processes generally including the review of critical accounting policies and financial statement presentation, (b) has the sole authority to retain, compensate and evaluate the Company’s independent registered public accounting firm, and the scope of and fees for their audits, and (c) addresses any and all related party agreements and arrangements between the Corporation and its affiliates and any disputes that may arise hereunder. However, the Company’s management is responsible for its financial statements and reporting process, including its system of internal controls. The Company’s independent auditors are responsible for expressing an opinion on the conformity of the Company’s audited financial statements with accounting principles generally accepted in the United States. A copy of the Audit Committee Charter as amended and restated is available on the Company website at www.cnasurety.com, and will be provided to any shareholder upon request to Carol Abel, representative of the Company, at 333 S. Wabash Ave. 41  Floor, Chicago, Illinois, 60604 (312) 822-5199. Copies will be furnished promptly at no charge.