GFIG » Topics » BOARD COMMITTEES

This excerpt taken from the GFIG DEF 14A filed Apr 21, 2009.

BOARD COMMITTEES

        The Board has established four committees; the Audit Committee, the Compensation Committee, the Board Credentialing Committee and the Risk Policy Committee (the "Board Committees") that, with the exception of the Risk Policy Committee, consist solely of independent members of the Board. Mr. Heffron, our President, is a member of the Risk Policy Committee. The composition, purpose and responsibilities of each Board Committee are set forth below.

        Audit Committee.    The Audit Committee assists our Board in its oversight of our internal accounting controls and audit processes and our independent auditors. The Audit Committee has sole

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authority for the appointment, compensation and oversight of our independent auditors and approval of any significant non-audit relationship with our independent auditors. The Audit Committee is also responsible for preparing reports required by the rules promulgated by the SEC to be included in our proxy statements relating to annual meetings of stockholders. The Audit Committee is currently comprised of Marisa Cassoni, as Chair, Geoffrey Kalish, and John Ward. The Board has determined that each member of the Audit Committee is an "independent director" as defined in the NASDAQ Maketplace Rules and that each meets the independence requirements contained in the rules promulgated under the Exchange Act. In addition, the Board has determined that each of Ms. Cassoni and Mr. Kalish meet the NASDAQ standards of financial sophistication and the SEC's criteria of an "audit committee financial expert". The Audit Committee held twelve meetings during fiscal 2008. The Audit Committee Report begins on page 41 of this Proxy Statement. The Audit Committee has a charter, a copy of which is available on our website at www.gfigroup.com.

        Compensation Committee.    The Compensation Committee assists our Board in its oversight of executive compensation, determines goals and objectives relevant to compensation and, based on input submitted by management, recommends to our Board compensation levels for our Board members and our executive officers that correspond to our goals and objectives. In addition, the Compensation Committee annually reviews and approves the corporate goals and objectives relevant to the compensation of the Company's Chief Executive Officer, evaluates the performance of the Chief Executive Officer and recommends to the full Board for its determination the compensation of the Chief Executive Officer. The Compensation Committee also makes recommendations to the Board regarding incentive compensation plans and equity compensation plans. The Compensation Committee reviews and discusses with management the disclosure regarding executive compensation to be included in our proxy statements and issues a report containing its recommendation regarding the inclusion of the Company's Compensation Discussion and Analysis. The Compensation Committee Report begins on page 24 of this Proxy Statement. The Compensation Committee is comprised of John Ward, as Chair, and Geoffrey Kalish. The Board has determined that each of Mr. Ward and Mr. Kalish is an "independent director" as defined in the NASDAQ Marketplace Rules and satisfies the independence requirements contained in the rules promulgated under the Exchange Act. The Compensation Committee held five meetings during fiscal 2008. The Compensation Committee has a charter, a copy of which is available on our website at www.gfigroup.com.

        Board Credentialing Committee.    The Board Credentialing Committee is responsible for considering and recommending individuals to our Board to be nominated as directors and Board Committee members. Consideration of new Board candidates involves internal discussions, a review of a potential candidate's qualifications, including the extent of the individual's experience in business, education or his or her ability to bring a desired range of skills, perspectives and experience to the Board and interviews with selected candidates. The Board Credentialing Committee will consider qualified director candidates identified by its members, by other members of the Board, by senior management and by stockholders. In addition, the Board Credentialing Committee may retain the services of outside search firms in order to identify potential candidates. A stockholder wishing to submit a proposal for a director candidate should follow the instructions set forth in the section below entitled "Submission of Stockholder Proposals for the 2010 Annual Meeting." If properly submitted, the Board Credentialing Committee will evaluate any director candidate nominated by a stockholder in the same manner as any other director candidate.

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        The Board Credentialing Committee's responsibilities also include evaluating the performance of our Board. The Board Credentialing Committee is comprised of Marisa Cassoni and John Ward. The Board has determined that each of Ms. Cassoni and Mr. Ward is an "independent director" as defined in the NASDAQ Marketplace Rules and that each meets the independence requirements contained in the rules promulgated under the Exchange Act. The Board Credentialing Committee held seven meetings during fiscal 2008. The Board Credentialing Committee has a charter, a copy of which is available on our website at www.gfigroup.com.

        Risk Policy Committee.    The Risk Policy Committee assists our Board in setting policies and overseeing the management of our principal operational and business risks. The Risk Policy Committee reviews and recommends policies and procedures to the Board for the effective identification, measurement, monitoring and controlling of the Company's credit, market, operational, investment, balance sheet and liquidity risks. The Risk Policy Committee is comprised of Geoffrey Kalish, as Chair, Marisa Cassoni and Colin Heffron. The Risk Policy Committee held four meetings during fiscal 2008.

        Special Committee.    In addition to the standing Board Committees discussed above, during 2008, the Board formed a special committee comprised of Marisa Cassoni and John Ward, each a non-employee independent director, to evaluate certain potential strategic transactions for the Company. The special committee was formed in May of 2008 and was dissolved in September of 2008, following the Company's termination of its discussions regarding the potential strategic transactions.

        The Board and each of the Board Committees conducted a self-evaluation. Accordingly, each Board Committee compared its performance with the provisions of its charter, set forth its objectives for the upcoming year and if the Board Committee deemed it necessary or appropriate, recommended changes to the Board. Each Board Committee reported the results of its evaluation to the Board. Furthermore, the Board evaluated itself and its Board Committees to determine whether they are functioning effectively and to determine whether any modifications were necessary.

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

BOARD COMMITTEES

        The Board has established four committees whose functions and current members are described below. The Audit Committee, the Compensation Committee, the Board Credentialing Committee and the Risk Policy Committee (the "Board Committees") are committees of the Board and, with the exception of the Risk Policy Committee, consist solely of independent members of the Board. Mr. Heffron, our President, is a member of the Risk Policy Committee. The composition, purpose and responsibilities of each Board Committee are set forth below.

        Audit Committee.    The Audit Committee assists our Board in its oversight of our internal accounting controls and audit processes and our independent auditors. The Audit Committee has sole authority for the appointment, compensation and oversight of our independent auditors and approval of any significant non-audit relationship with the independent auditors. The Audit Committee is also responsible for preparing reports required by the rules promulgated by the United States Securities and Exchange Commission (the "SEC") to be included in our proxy statements relating to annual meetings of stockholders. The Audit Committee is currently comprised of Marisa Cassoni, as Chairperson, Geoffrey Kalish, and John MacDonald. The Board has determined that each member of the Audit Committee is an "independent director" as defined in the NASDAQ Maketplace Rules and that each meets the independence requirements contained in the rules promulgated under the Exchange Act. In addition, the Board has determined that each of Ms. Cassoni, Mr. Kalish and Mr. MacDonald meet the NASDAQ standards of financial sophistication and the SEC's criteria of an "audit committee financial expert". The Audit Committee held twelve meetings during fiscal 2007. The Audit Committee

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Report begins on page 54 of this Proxy Statement. The Audit Committee has a charter, a copy of which is available on our website at www.gfigroup.com.

        Compensation Committee.    The Compensation Committee assists our Board in its oversight of executive compensation, determines goals and objectives relevant to compensation and, based on input submitted by management, recommends to our Board compensation levels for our Board members and our executive officers that correspond to our goals and objectives. In addition, the Compensation Committee annually reviews and approves the corporate goals and objectives relevant to the compensation of the Company's Chief Executive Officer, evaluates the performance of the Chief Executive Officer and recommends to the full Board for its determination the compensation of the Chief Executive Officer. The Compensation Committee also makes recommendations to the Board regarding incentive compensation plans and equity compensation plans. The Compensation Committee reviews and discusses with management the disclosure regarding executive compensation to be included in our proxy statements and recommends to the Board the inclusion of the Company's Compensation Discussion and Analysis. The Committee is responsible for issuing a report that contains its recommendation regarding the Company's Compensation Discussion and Analysis as required by the rules of the SEC to be included in our proxy statements or Annual Reports on Form 10-K. This report begins of page 37 of this Proxy Statement. The Board has determined that each of Messers. Ward and MacDonald is an "independent director" as defined in the NASDAQ Maketplace Rules and satisfies the independence requirements contained in the rules promulgated under the Exchange Act. The Compensation Committee has a charter, a copy of which is available on our website at www.gfigroup.com. The Compensation Committee is comprised of John W. Ward, as Chairperson, and John R. MacDonald. The Compensation Committee held four meetings during fiscal 2007.

        Board Credentialing Committee.    The Board Credentialing Committee is responsible for considering and recommending individuals to our Board to be nominated as directors and Board Committee members. Consideration of new Board candidates involves internal discussions, a review of a potential candidate's qualifications, including the extent of the individual's experience in business, education or his or her ability to bring a desired range of skills, perspectives and experience to the Board and interviews with selected candidates. The Board Credentialing Committee will consider qualified director candidates identified by its members, by other members of the Board, by senior management and by stockholders. A stockholder wishing to submit a proposal for a director candidate should follow the instructions set forth in the section below entitled "Submission of Stockholder Proposals for the 2009 Annual Meeting" If properly submitted, the Board Credentialing Committee will evaluate any director candidate nominated by a stockholder in the same manner as any other director candidate.

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        The Board Credentialing Committee's responsibilities also include evaluating the performance of our Board. The Board Credentialing Committee is comprised of Marisa Cassoni and John W. Ward. The Board has determined that each of Ms. Cassoni and Mr. Ward is an "independent director" as defined in the NASDAQ Maketplace Rules and that each meets the independence requirements contained in the rules promulgated under the Exchange Act. The Board Credentialing Committee held five meetings during fiscal 2007. The Board Credentialing Committee has a charter, a copy of which is available on our website at www.gfigroup.com.

        Risk Policy Committee.    The Risk Policy Committee assists our Board in setting policy and overseeing management in the matters of the identification, measurement, monitoring and controlling of our principal operational and business risks. The Risk Policy Committee is comprised of Geoffrey Kalish, as Chairperson, Marisa Cassoni and Colin Heffron. The Risk Policy Committee held four meetings during fiscal 2007.

        The Board and each of the Board Committees conducted a self-evaluation. Accordingly, each Board Committee compared its performance with the provisions of its charter, set forth its objectives for the upcoming year and if the Board Committee deemed it necessary or appropriate, recommended changes to the Board. Each Board Committee reported the results of its evaluation to the Board. Furthermore, the Board evaluated itself and its Board Committees to determine whether they are functioning effectively and to determine whether any modifications were necessary.

This excerpt taken from the GFIG DEF 14A filed Apr 27, 2007.

BOARD COMMITTEES

        The Board has established four committees whose functions and current members are described below. The Audit Committee, Compensation Committee, the Board Credentialing Committee and the Risk Policy Committee are committees of the Board and, with the exception of the Risk Policy Committee, consist solely of independent members of the Board. Mr. Heffron, our President, is a member of the Risk Policy Committee. The composition, purpose and responsibilities of each Board Committee are set forth below.

        Audit Committee.    The Audit Committee assists our Board of Directors in its oversight of our internal accounting controls and audit processes and our independent auditors. The Audit Committee has sole authority for the appointment, compensation and oversight of our independent auditors and approval of any significant non-audit relationship with the independent auditors. The Audit Committee is also responsible for preparing reports required by the rules promulgated by the United States Securities Exchange Commission (the "SEC") to be included in our proxy statements relating to annual meetings of stockholders. The Audit Committee is currently comprised of Marisa Cassoni, as Chairperson, Geoffrey Kalish, and John MacDonald. The Board of Directors has determined that each member of the Audit Committee is an"independent director" as defined in the NASDAQ corporate governance standards and that each meets the independence requirements contained in Exchange Act Rule 10A-3(b)(1). In addition, the Board of Directors has determined that each of Ms. Cassoni, Mr. Kalish and

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Mr. MacDonald meet the NASDAQ standards of financial sophistication and the SEC's criteria of an "audit committee financial expert". The Audit Committee held twelve meetings during fiscal 2006. The Audit Committee Report begins on page 37 of this Proxy Statement. The Audit Committee has a charter, a copy of which is available on our website at www.gfigroup.com.

        Compensation Committee.    The Compensation Committee assists our Board of Directors in its oversight of executive compensation, determines goals and objectives relevant to compensation and, based on input submitted by management, recommends to our Board compensation levels for our Board members and our executive officers that correspond to our goals and objectives. In addition, the Compensation Committee annually reviews and approves the corporate goals and objectives relevant to the compensation of the Company's Chief Executive Officer, evaluates the performance of the Chief Executive Officer and recommends to the full Board for its determination the compensation of the Chief Executive Officer. The Compensation Committee also makes recommendations to the Board regarding incentive compensation plans and equity compensation plans. The Compensation Committee reviews and discusses with management the disclosure regarding executive compensation to be included in our proxy statements and recommends to the Board the inclusion of the Company's Compensation Discussion and Analysis. The Committee is responsible for issuing a report that contains its recommendation regarding the Company's Compensation Discussion and Analysis as required by the rules of the SEC to be included in our proxy statements or annual reports on Form 10-K. This report begins of page 22 of this Proxy Statement. The Compensation Committee has a charter, a copy of which is available on our website at www.gfigroup.com. The Compensation Committee is comprised of John W. Ward, as Chairperson, and John R. MacDonald. The Compensation Committee held six meetings during fiscal 2006.

        Board Credentialing Committee.    The Board Credentialing Committee is responsible for considering and recommending individuals to our Board of Directors to be nominated as directors and Board Committee members. Consideration of new Board candidates involves internal discussions, a review of a potential candidate's qualifications, including the extent of the individual's experience in business, education or his or her ability to bring a desired range of skills, perspectives and experience to the Board and interviews with selected candidates. The Board Credentialing Committee will consider qualified director candidates identified by its members, by other members of the Board, by senior management and by stockholders. A stockholder wishing to submit a proposal for a director candidate should follow the instructions set forth in the section below entitled "Submission of Stockholder Proposals for the 2008 Annual Meeting" If properly submitted, the Board Credentialing Committee

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will evaluate any director candidate nominated by a stockholder in the same manner as any other director candidate.

        The Board Credentialing Committee's responsibilities also include evaluating the performance of our Board of Directors. The Board Credentialing Committee is comprised of Marisa Cassoni and John W. Ward. The Board Credentialing Committee held three meetings during fiscal 2006. The Board Credentialing Committee has a charter, a copy of which is available on our website at www.gfigroup.com.

        Risk Policy Committee.    The Risk Policy Committee assists our board of directors in setting policy and overseeing management in the matters of the identification, measurement, monitoring and controlling of our principal operational and business risks. The Risk Policy Committee is comprised of Geoffrey Kalish, as Chairperson, Marisa Cassoni and Colin Heffron. The Risk Policy Committee held two meetings during fiscal 2006.

        The Board and each of the Board Committees conducted a self-evaluation. Accordingly, each Board Committee compared its performance with the provisions of its charter, set forth its objectives for the upcoming year and if the Board Committee deemed it necessary or appropriate, recommended changes to the Board. Each Board Committee reported the results of its evaluation to the Board. Furthermore, the Board evaluated itself and its Board Committees to determine whether they are functioning effectively and to determine whether any modifications were necessary.

This excerpt taken from the GFIG DEF 14A filed Apr 13, 2006.

BOARD COMMITTEES

        The Board has established three committees, the Audit Committee, Compensation Committee and Board Credentialing Committee. Each of these Board Committees consist solely of independent members of the Board. The composition, purpose and responsibilities of each Board Committee are set forth below.

        Audit Committee.    The Audit Committee assists our Board of Directors in its oversight of our internal accounting controls and audit processes and our independent auditors. The Audit Committee has sole authority for the appointment, compensation and oversight of our independent auditors and approval of any significant non-audit relationship with the independent auditors. The Audit Committee is also responsible for preparing reports required by the rules promulgated by the United States Securities Exchange Commission (the "SEC") to be included in our proxy statements relating to annual meetings of stockholders. The Audit Committee is currently comprised of Marisa Cassoni, as Chairperson, Geoffrey Kalish, and Christopher Pike. It is anticipated that following the Annual Meeting, Mr. MacDonald will be appointed to succeed Mr. Pike on the Audit Committee. The Board of Directors has determined that each member of the Audit Committee is, and that Mr. MacDonald will be, an "independent director" as defined in the NASDAQ corporate governance standards and that each meets the independence requirements contained in Exchange Act Rule 10A-3(b)(1). In addition, the Board of Directors has determined that each of Ms. Cassoni, Mr. Kalish, Mr. Pike and Mr. MacDonald meet the NASDAQ standards of financial sophistication and the SEC's criteria of an "audit committee financial expert". The Audit Committee held twelve meetings during fiscal 2005. The Audit Committee Report begins on page 24 of this Proxy Statement. A copy of the Audit Committee charter is attached as Exhibit A to this Proxy Statement.

        Compensation Committee.    The Compensation Committee assists our Board of Directors in its oversight of executive compensation, determines goals and objectives relevant to compensation and, based on input submitted by management, recommends to our Board compensation levels for our Board members and our executive officers that correspond to our goals and objectives. In addition, the Compensation Committee annually reviews and approves the corporate goals and objectives relevant to the compensation of

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the Company's Chief Executive Officer, evaluates the performance of the Chief Executive Officer and either alone or with the other independent directors recommends to the full Board for its determination the compensation of the Chief Executive Officer. The Compensation Committee also makes recommendations to the Board regarding incentive compensation plans and equity compensation plans. The Compensation Committee is responsible for preparing a report on executive compensation as required by the rules of the SEC to be included in our proxy statements or annual reports on Form 10-K. This report begins of page 17 of this Proxy Statement. The Compensation Committee is comprised of John W. Ward, as Chairperson, and Geoffrey Kalish. The Compensation Committee held three meetings during fiscal 2005.

        Board Credentialing Committee.    The Board Credentialing Committee is responsible for recommending individuals to our Board of Directors to be nominated as directors and Board Committee members. This Committee's responsibilities also include evaluating new candidates, as well as evaluating the performance of our Board of Directors. The Board Credentialing Committee is comprised of Marisa Cassoni and John W. Ward. The Board Credentialing Committee held four meetings during fiscal 2005.

        Consideration of new Board candidates involves internal discussions, a review of potential candidates' qualifications, including the extent of the individual's experience in business, education or his or her ability to bring a desired range of skills, perspectives and experience to the Board and interviews with selected candidates. The Board Credentialing Committee will consider qualified director candidates identified by its members, by other members of the Board, by senior management and by stockholders. A stockholder wishing to submit a proposal for a director candidate should follow the instructions set forth in the section below entitled "Submission of Stockholder Proposals for the 2007 Annual Meeting".

        The Board and each of the Board Committees conducted a self-evaluation. Accordingly, each Board Committee compared its performance with the provisions of its charter, set forth its objectives for the upcoming year and if the Board Committee deemed necessary or appropriate, recommended changes to the Board. Each Board Committee reported the results of its evaluation to the Board. Furthermore, the Board evaluated itself and its Board Committees to determine whether they are functioning effectively and to determine whether any modifications were necessary.

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