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LNG » Topics » Director Independence

This excerpt taken from the LNG DEF 14A filed Apr 22, 2009.

Director Independence

The Board determines the independence of each director and nominee for election as a director in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”) and the NYSE Amex independence standards, which are listed below. The Board also considers relationships that a director may have:

 

  •  

as a partner, shareholder or officer of organizations that do business with or provide services to Cheniere;

 

  •  

as an executive officer of charitable organizations to which we have made or make contributions; and

 

  •  

that may interfere with the exercise of a director’s independent judgment.

The NYSE Amex independence standards state that the following list of persons shall not be considered independent:

 

  •  

a director who is, or during the past three years was, employed by the Company or by any parent or subsidiary of the Company;

 

  •  

a director who accepts, or has an immediate family member who accepts, any payments from the Company or any parent or subsidiary of the Company in excess of $120,000 during any period of twelve consecutive months within the past three fiscal years other than compensation for Board or committee services, compensation paid to an immediate family member who is a non-executive employee of the Company, compensation received for former service as an interim executive officer provided the interim service did not last longer than one year, or benefits under a tax-qualified retirement plan, or non-discretionary compensation;

 

  •  

a director who is an immediate family member of an individual who is, or has been in any of the past three years, employed by the Company or any parent or subsidiary of the Company as an executive officer;

 

  •  

a director who is, or has an immediate family member who is, a partner in, or a controlling shareholder or an executive officer of, any organization to which the Company made, or from which the Company received, payments (other than those arising solely from investments in the Company’s securities or payments under non-discretionary charitable contribution matching programs) that exceed 5% of the organization’s consolidated gross revenues for that year, or $200,000, whichever is more, in any of the most recent three fiscal years;

 

  •  

a director who is, or has an immediate family member who is, employed as an executive officer of another entity where at any time during the most recent three fiscal years any of the Company’s executive officers serve on the compensation committee of such other entity; or

 

  •  

a director who is, or has an immediate family member who is, a current partner of the Company’s outside auditor, or was a partner or employee of the Company’s outside auditor who worked on the Company’s audit at any time during any of the past three years.

At the Board meeting held on February 26, 2009, the Board determined that Messrs. Carney, Brandolini, Deutch, Hoenmans, Kilpatrick, New, Scott and West and Ms. Bailey are independent, and none of them has a relationship that may interfere with the exercise of his or her independent judgment. In connection with considering the independence of the members of the Board of Directors, the Board of Directors considered the Company’s transaction with GSO and the related party transactions discussed beginning on page 53 of this Proxy Statement and determined that Messrs. Brandolini, New and Scott are independent. Mr. Souki is not independent because he is an executive officer of the Company. Mr. Williams is not independent because, during the past three years, he served as an executive officer of the Company.

 

4

This excerpt taken from the LNG DEF 14A filed Apr 23, 2008.

Director Independence

The Board determines the independence of each director and nominee for election as a director in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”) and the American Stock Exchange (“AMEX”) independence standards, which are listed below. The Board also considers relationships that a director may have:

 

  •  

as a partner, shareholder or officer of organizations that do business with or provide services to Cheniere;

 

  •  

as an executive officer of charitable organizations to which we have made or make contributions; and

 

  •  

that may interfere with the exercise of a director’s independent judgment.

The AMEX independence standards state that the following list of persons shall not be considered independent:

 

  •  

a director who is, or during the past three years was, employed by the Company or by any parent or subsidiary of the Company;

 

  •  

a director who accepts, or has an immediate family member who accepts, any payments from the Company or any parent or subsidiary of the Company in excess of $100,000 during any period of twelve consecutive months within the past three fiscal years other than compensation for Board

 

3

 

services, compensation paid to an immediate family member who is a non-executive employee of the Company, compensation received for former service as an interim executive officer provided the interim service did not last longer than one year, or benefits under a tax-qualified retirement plan, or non-discretionary compensation;

 

  •  

a director who is an immediate family member of an individual who is, or has been in any of the past three years, employed by the Company or any parent or subsidiary of the Company as an executive officer;

 

  •  

a director who is or has an immediate family member who is, a partner in, or a controlling shareholder or an executive officer of, any organization to which the Company made, or from which the Company received, payments (other than those arising solely from investments in the Company’s securities or payments under non-discretionary charitable contribution matching programs) that exceed 5% of the organization’s consolidated gross revenues for that year, or $200,000, whichever is more, in any of the most recent three fiscal years;

 

  •  

a director who is, or has an immediate family member who is, employed as an executive officer of another entity where at any time during the most recent three fiscal years any of the Company’s executive officers serve on the compensation committee of such other entity; or

 

  •  

a director who is, or has an immediate family member who is, a current partner of the Company’s outside auditor, or was a partner or employee of the Company’s outside auditor who worked on the Company’s audit at any time during any of the past three years.

At the Board meeting held on April 3, 2008, the Board determined that each of the non-employee directors is independent, and no non-employee director has a relationship that may interfere with the exercise of his or her independent judgment. Mr. Souki and Mr. Williams are not independent because each is an executive officer of the Company.

This excerpt taken from the LNG DEF 14A filed Apr 12, 2007.

Director Independence

The Board determines the independence of each director and nominee for election as a director in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”) and the American Stock Exchange (“AMEX”) independence standards, which are listed below. The Board also considers relationships that a director may have:

 

  •  

as a partner, shareholder or officer of organizations that do business with or provide services to Cheniere;

 

  •  

as an executive officer of charitable organizations to which we have made or make contributions; and

 

  •  

that may interfere with the exercise of a director’s independent judgment.

The AMEX independence standards state that the following list of persons shall not be considered independent:

 

  •  

a director who is, or during the past three years was, employed by the Company or by any parent or subsidiary of the Company;

 

  •  

a director who accepts, or has an immediate family member who accepts, any payments from the Company or any parent or subsidiary of the Company in excess of $60,000 during the current year or any of the past three fiscal years, other than compensation for Board services, payments arising solely from investments in the Company’s securities, compensation paid to an immediate family member who is a non-executive employee of the Company or by any parent or subsidiary of the Company, among other exceptions;

 

3

  •  

a director who is an immediate family member of an individual who is, or has been in any of the past three years, employed by the Company or any parent or subsidiary of the Company as an executive officer;

 

  •  

a director who is or has an immediate family member who is, a partner in, a director who is, or has an immediate family member who is, a partner in, or a controlling shareholder or an executive officer of, any organization to which the Company made, or from which the Company received, payments (other than those arising solely from investments in the Company’s securities or payments under non-discretionary charitable contribution matching programs) that exceed 5% of the organization’s consolidated gross revenues for that year, or $200,000, whichever is more, in any of the most recent three fiscal years;

 

  •  

a director who is, or has an immediate family member who is, employed as an executive officer of another entity where at any time during the most recent three fiscal years any of the Company’s executive officers serve on the compensation committee of such other entity; or

 

  •  

a director who is, or has an immediate family member who is, a current partner of the Company’s outside auditor, or was a partner or employee of the Company’s outside auditor who worked on the Company’s audit at any time during any of the past three years.

At the Board meeting held on March 30, 2007, the Board determined that each of the non-employee directors is independent, and no non-employee director has a relationship that may interfere with the exercise of his or her independent judgment. Mr. Souki and Mr. Williams are not independent because each is an executive officer of the Company.

EXCERPTS ON THIS PAGE:

DEF 14A
Apr 22, 2009
DEF 14A
Apr 23, 2008
DEF 14A
Apr 12, 2007

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