EFA » Topics » Board and Committee Meetings

This excerpt taken from the EFA DEF 14A filed Sep 2, 2009.

Board and Committee Meetings

Each Independent Director/Trustee serves on the Audit Committee and the Nominating Committee of each Board. (Mr. Martinez was not a member of these Committees prior to August 13, 2009.) The number of times the Board met, including regularly scheduled and special meetings, with respect to each Company is included in Appendix J. With the exception of Messrs. Duffie and Kranefuss, each of the incumbent Directors/Trustees attended at least 75% of all of the Board and Committee meetings held during each Company’s most recently completed fiscal year.

Audit Committee. The purposes of the Audit Committee are to assist the Board (i) in its oversight of each Company’s accounting and financial reporting principles and policies and related controls and procedures maintained by or on behalf of the Company; (ii) in its oversight of the Company’s financial statements and the independent audit thereof; (iii) in selecting, evaluating and, where deemed appropriate, replacing the independent accountants (or nominating the independent accountants to be proposed for shareholder approval in any proxy statement); (iv) in evaluating the independence of the independent accountants; (v) in complying with legal and regulatory requirements that relate to the Company’s accounting and financial reporting, internal controls and independent audits; and (vi) by assuming such other responsibilities as may be delegated by the Board. The number of times the Audit Committee met with respect to each Company is included in Appendix J.

Nominating and Governance Committee. The Nominating Committee nominates individuals for Independent Director membership on the Board. The Nominating Committee’s functions include, but are not limited to, the following: (i) reviewing the qualifications of any person properly identified or nominated to serve as an Independent Director/Trustee; (ii) recommending to the Board and current Independent Directors/Trustees the nominee(s) for appointment as an Independent Director/Trustee by the Board and current Independent Directors/Trustees and/or for election as Independent Directors/Trustees by shareholders to fill any vacancy for a position of Independent Director(s)/Trustee(s) on the Board; (iii) recommending to the Board and current Independent Directors/Trustees the size and composition of the Board and Board committees and whether they comply with applicable laws and regulations; (iv) recommending a current Independent Director/Trustee to the Board and current Independent Directors/Trustees to serve as Lead Independent Director/Trustee; (v) periodically reviewing the Board’s retirement policy; and (vi) recommending an appropriate level of compensation for the Independent Directors/Trustees for their services as Directors/Trustees, members or chairpersons of committees of the Board, Lead Independent Director/Trustee, Chairperson of the Board and any other positions as the Nominating Committee considers appropriate. The Nominating Committee currently has not adopted a policy to consider Board nomination(s) recommended by shareholders (acting solely in their capacity as a shareholder and not in any other capacity). The number of times the Nominating Committee met with respect to each Company is included in Appendix J.

Committee Charters. A copy of each of the Audit Committee Charter and the Nominating Committee Charter is included in Appendix L and Appendix M, respectively.

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