ETFC » Topics » BOARD MEETINGS AND COMMITTEES

This excerpt taken from the ETFC DEF 14A filed Apr 16, 2008.

BOARD MEETINGS AND COMMITTEES

The Board held a total of 21 meetings during 2007. Each current director attended at least 75% of the aggregate of the total number of meetings of (i) the Board and (ii) the committees of the Board on which he or she served. Our non-employee directors meet in executive session without management; at a minimum, these executive sessions occur at each of the four regularly scheduled quarterly Board meetings. The Lead Independent Director, C. Cathleen Raffaeli, leads these meetings. Communications to the Board, the Chairman of the Board, the non-employee directors or any other director may be sent to: E*TRADE Financial Corporation, 135 East 57th Street, New York, New York 10022, Attention: Arlen W. Gelbard, Corporate Secretary. We do not have a formal policy regarding director attendance at our annual shareholder meeting and six of our ten directors attended the 2007 Annual Meeting of Shareholders.

During 2007, the Board had an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee. Each member of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee met the independence requirements of the NASDAQ Global Select Market (“NASDAQ”). The charters of each of these committees, as well as our Code of Professional Conduct, Corporate Governance Guidelines and Related Person Transaction Policy and Procedures, are available on our website at www.etrade.com. You may also request a copy of each of these documents free of charge by writing to E*TRADE Financial Corporation, 135 East 57th Street, New York, New York 10022, Attention: Arlen W. Gelbard, Corporate Secretary. We intend to post on our website any amendments to our Code of Professional Conduct, as well as any waivers from the Code of Professional Conduct for directors or executive officers (including our chief accounting officer/controller and anyone else performing similar functions), within five business days of the date of any amendment or waiver. The information on our website is not a part of this Proxy Statement. The committees of the Board, their members during 2007, their primary responsibilities and the number of times the committees met during 2007 are described below.

 

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This excerpt taken from the ETFC DEF 14A filed Apr 21, 2006.

BOARD MEETINGS AND COMMITTEES

     The Board of Directors of the Company (the "Board") held a total of eighteen meetings during 2005 and acted once by written consent. Each current director attended at least 75% of the aggregate of the total number of meetings of (i) the Board and (ii) the committees of the Board on which he or she served. Our non-management directors meet in executive session without management; at a minimum, these executive sessions occur at each of the four regularly scheduled quarterly Board meetings. The Chairman of the Board, George Hayter, leads these meetings. Communications to the Board, the Chairman of the Board, the non-management directors or any other director may be sent to: E*TRADE Financial Corporation, 135 E. 57th Street, 31st Floor, New York, New York 10022, Attention: Russell Elmer, Corporate Secretary. We do not have a formal policy regarding director attendance at our annual shareholder meeting, and five of our nine directors attended the 2005 Annual Meeting of Shareholders.

     During 2005, the Board had an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee. Members of the Audit Committee also served as ad hoc pricing committees to review and approve the terms and conditions of the Company's financing arrangements in 2005. Each member of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee meets the independence requirements of the New York Stock Exchange. The charters of each of these committees, as well as our Code of Professional Conduct and Corporate Governance Guidelines, are available on our website at www.etrade.com. You may also request a copy of each of these documents free of charge by writing to E*TRADE Financial Corporation, 135 E. 57th Street, 31st Floor, New York, New York 10022, Attention: Russell Elmer, Corporate Secretary. We intend to post on our website any amendments to our Code of Professional Conduct, as well as any waivers from the Code of Professional Conduct for directors or executive officers (including our chief accounting officer and controller and anyone else performing similar functions) within five business days of the date of any amendment or waiver. The information on our website is not a part of this Proxy Statement. The committees of the Board, their members during 2005, their primary responsibilities and the number of times the committees met or took action by way of written consent during 2005 are described below.

        Number of Meetings 
      (including actions by 
Committee    Members During 2005    Primary Responsibilities  written consent) 
  Audit 
  Committee 
  (1)(2) 
  Michael Parks
    (Chair)
  Lewis Randall
  Lester Thurow
  Donna Weaver
  Stephen Willard
  Reviews the results of the Company's annual audits and quarterly reviews and meets with the Company's independent accountants to review the Company's internal controls and financial management practices. See the Audit Committee Charter attached as Appendix A hereto.   15 meetings and no 
  actions by written consent 
  Compensation 
  Committee (3) 
  Cathleen Raffaeli
    (Chair)
  Daryl Brewster
  Ronald Fisher
  Michael Parks
  Donna Weaver
  Recommends to the Board of Directors the compensation arrangements for the Company's senior executives and oversees administration of the 2005 Equity Incentive Plan, the 1996 Stock Incentive Plan, the 2002 Stock Purchase Plan and the Company's 401(k) Plan. This Committee also reviews the performance of the Chief Executive Officer and the members of the Company's senior management team at least annually.   10 meetings and no 
  actions by written consent 

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        Number of Meetings 
      (including actions by 
Committee   Members During 2005    Primary Responsibilities  written consent) 
  Nominating 
  and Corporate 
  Governance 
  Committee (4) 
  Lewis Randall  
    (Chair)  
  Cathleen Raffaeli 
  George Hayter 
  Lester Thurow 
  Donna Weaver 
  Stephen Willard 
  Oversees the Company's corporate governance practices to ensure that the Board and the Company's senior management teams act in conformity with the standards of good corporate governance. This Committee also leads any search for new board members.   8 meetings and no actions 
  by written consent 

(1)      From January 1 through April 14, 2005, the members of the Audit Committee were Michael Parks (Chair), Lewis Randall, Lester Thurow and Donna Weaver. Stephen Willard joined the Committee effective April 15, 2005. Lester Thurow resigned from the Committee and the Board effective July 25, 2005. Daryl Brewster joined the Committee as a member effective January 1, 2006.
 
(2)      The Board has determined that each of Mr. Parks and Mr. Willard is an "audit committee financial expert" within the meaning of applicable regulations under the Securities Exchange Act. No member of the Audit Committee serves on the audit committees of more than three public companies.
 
(3)      From January 1 through February 16, 2005, the members of the Compensation Committee were Cathleen Raffaeli (Chair), Michael Parks and Donna Weaver. Effective February 17, 2005, Daryl Brewster and Ronald Fisher were added to the Committee and Donna Weaver resigned from the Committee. Stephen Willard joined the Committee effective January 1, 2006.
 
(4)      From January 1 through February 16, 2005, the members of the Nominating and Corporate Governance Committee were Lewis Randall (Chair), George Hayter, Cathleen Raffaeli and Lester Thurow. Effective February 17, 2005, Donna Weaver was added to the committee and Cathleen Raffaeli resigned from the committee. Stephen Willard joined the Committee effective June 1, 2005. Lester Thurow resigned from the Committee and the Board effective July 25, 2005. Effective January 1, 2006, Donna Weaver was appointed to chair the Committee and Lewis Randall remained as a member of the Committee.

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This excerpt taken from the ETFC DEF 14A filed Apr 25, 2005.

BOARD MEETINGS AND COMMITTEES

                    The Board of Directors of the Company (the “Board”) held a total of fourteen meetings during 2004 and acted once by written consent.  Each director, other than Ronald Fisher, attended at least 75% of the aggregate of the total number of meetings of (i) the Board and (ii) the committees of the Board on which he or she served.  Mr. Fisher attended 64% of the Board’s meetings, and for each meeting that he was unable to attend (which were primarily special meetings scheduled with shorter notice), received a full briefing following the meeting and provided input as to the subject matter of the meeting.  To date in 2005, Mr. Fisher has attended 100% of the meetings of the Board and the committee on which he serves.  Our non-employee directors meet in executive session without management at each regularly scheduled Board meeting.  The Chairman of the Board, George Hayter, leads these meetings.  Communications to the Board, the Chairman of the Board, the non-management directors or any other director may be sent to: E*TRADE Financial Corporation, 135 E. 57th St., 31st Floor, New York, New York 10022, Attention: Russell Elmer, Corporate Secretary.  We do not have a formal policy regarding director attendance at our annual shareholder meeting, and two of our ten directors attended the 2004 Annual Meeting of Shareholders.

                    During 2004, the Board had an Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee.  In addition, the Board established an Ad Hoc Pricing Committee to review and approve the terms and conditions of the Company’s subordinated debt issuance of June 8, 2004.  Each member of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee meets the independence requirements of the New York Stock Exchange.  The charters of each of these committees, as well as our Code of Professional Conduct and Corporate Governance Guidelines, are available on our website at www.etrade.com.  You may also request a copy of each of these documents free of charge by writing to E*TRADE Financial Corporation, 135 E. 57th St., 31st Floor, New York, New York 10022, Attention: Russell Elmer, Corporate Secretary.  We intend to post on our website any amendments to our Code of Professional Conduct, as well as any waivers from the Code of Professional Conduct for directors or executive officers (including our chief accounting officer and controller and anyone else performing similar functions) within five business days of the date of any amendment or waiver.  The information on our website is not a part of this Proxy Statement.   The committees of the Board, their members during 2004, their primary responsibilities and the number of times the committees met or took action by way of written consent during 2004 are described below.

Committee

 

Members During 2004

 

Primary Responsibilities

 

Number of Meetings
(including actions by
written consent)


 


 


 


Audit Committee (1)(2)

 

Michael K. Parks (Chair)
Lewis E. Randall
Lester C. Thurow
Donna L. Weaver

 

Reviews the results of the Company’s annual audits and quarterly reviews and meets with the Company’s independent accountants to review the Company’s internal controls and financial management practices.  See the Audit Committee Charter attached as Appendix A hereto.

 

18 – 17 meetings and 1 action by written consent

 

 

 

 

 

 

 

Compensation Committee (3)

 

C. Cathleen Raffaeli (Chair)
Michael K. Parks
Donna L. Weaver

 

Recommends to the Board of Directors the compensation arrangements for the Company’s senior executives and administers the 1996 Stock Incentive Plan and the 1996 and 2002 Stock Purchase Plans.  This Committee also reviews the performance of the CEO and the members of the Company’s senior management team at least annually.

 

12 – 11 meetings and 1 action by written consent

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Committee

 

Members During 2004

 

Primary Responsibilities

 

Number of Meetings
(including actions by
written consent)


 


 


 


Nominating and Corporate Governance Committee (4)

 

Lewis E. Randall (Chair)
George A. Hayter
C. Cathleen Raffaeli
Lester C. Thurow

 

Oversees the Company’s corporate governance practices to ensure that the Board and the Company’s senior management teams act in conformity with the standards of good corporate governance.  This Committee also leads any search for new board members.

 

5 –  5 meetings and no actions by written consent

 

 

 

 

 

 

 

Ad Hoc Pricing Committee

 

Michael K. Parks (Chair)
Lewis E. Randall
Lester C. Thurow
Donna L. Weaver

 

Ad hoc committee created to review and approve terms of senior notes issued on or about June 8, 2004

 

1 – 1 meeting and no actions by written consent



 

(1)

During all of 2004 and until April 15, 2005, the members of the Audit Committee were Michael Parks (Chair), Lewis Randall, Lester Thurow and Donna Weaver.  Effective April 15, 2005, Stephen Willard was added to the Board and to the committee.

 

 

 

 

(2)

The Board has determined that each of Mr. Parks and Mr. Willard is an “audit committee financial expert” within the meaning of applicable regulations under the Securities Exchange Act.  No member of the Audit Committee serves on the audit committees of more than three public companies.

 

 

 

 

(3)

During all of 2004 and until February 17, 2005, the members of the Compensation Committee were Cathleen Raffaeli (Chair), Michael Parks and Donna Weaver.  Effective February 17, 2005, Daryl Brewster and Ronald Fisher were added to the committee and Donna Weaver resigned from the committee.

 

 

 

 

(4)

During all of 2004 and until February 17, 2005, the members of the Nominating and Corporate Governance Committee were Lewis Randall (Chair), George Hayter, Cathleen Raffaeli and Lester Thurow.  Effective February 17, 2005, Donna Weaver was added to the committee and Cathleen Raffaeli resigned from the committee.

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