MOLX » Topics » Board and Committee Information

This excerpt taken from the MOLX DEF 14A filed Sep 10, 2009.
Board and Committee Information
 
The Board of Directors held eight meetings during FY09, and all of the directors attended at least 75% of the total number of meetings of the Board and committees on which they served, except for Mr. Birck, who attended 70% of such meetings. The Board expects all directors to attend the annual meeting of stockholders, barring unforeseen circumstances. All then-members of the Board were present at the 2008 annual meeting of stockholders. The non-employee directors meet in executive session without management present following each regularly scheduled Board meeting. The Chairman of the Corporate Governance and Nominating Committee presides at these executive sessions.
 
The Board has a standing Audit Committee, Compensation Committee, Corporate Governance and Nominating Committee, Technology Committee, and Executive Committee. The charters of these committees are posted on our website, www.molex.com, on the Investors page under Corporate Governance. In addition, the Board has established a Stock Option Plan Committee comprised of Frederick A. Krehbiel, John H. Krehbiel, Jr., and Martin P. Slark.
 
The Audit Committee consists of Mr. Landsittel (Chair), Ms. Collins and Dr. Potter. The Board has determined that each of the members of the Audit Committee is independent under the listing


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standards of NASDAQ, and that Mr. Landsittel is an “audit committee financial expert” as defined by SEC regulations. All members of the Audit Committee meet the NASDAQ composition requirements, including the requirements regarding financial literacy and financial sophistication. The functions of the Audit Committee are described under “Audit Committee Report.” During FY09, the Audit Committee met eight times.
 
The Compensation Committee consists of Mr. Laymon (Chair) and Messrs. Landsittel and Metcalf. The Board has determined that each of the members of the Compensation Committee is independent under the listing standards of NASDAQ. The Compensation Committee is responsible for establishing executive compensation policies and overseeing executive compensation practices. The roles and responsibilities of the Compensation Committee, management and the compensation consultants are described in greater detail under “Compensation Discussion and Analysis.” The Compensation Committee is authorized to delegate responsibilities to subcommittees when appropriate but has not done so. During FY09, the Compensation Committee met six times.
 
The Corporate Governance and Nominating Committee consists of Mr. Jannotta (Chair), Mr. Birck and Ms. Collins. The Board has determined that each of the members of the Corporate Governance Committee is independent under the listing standards of NASDAQ. The Corporate Governance Committee oversees the corporate governance and Board membership matters and monitors the independence of the Board. The Corporate Governance Committee also determines Board membership qualifications, selects, evaluates and recommends to the Board nominees for election to the Board, and reviews the performance of the Board. During FY09, the Corporate Governance Committee met twice.
 
The Technology Committee consists of Dr. Potter (Chair), Mr. Birck and Fred L. Krehbiel. The Technology Committee reviews and monitors the execution of the Company’s technology strategies and its technology competitiveness. In addition, the Technology Committee reviews and discusses significant emerging technology issues, trends and opportunities that may affect the Company, its business and strategy. The Technology Committee was formed on April 24, 2009 and held no meetings in FY09.
 
The Executive Committee consists of Frederick A. Krehbiel (Co-Chair), John H. Krehbiel, Jr. (Co-Chair), and Messrs. Birck, Jannotta and Slark. The Executive Committee has all the powers and authority of the Board in the management of the business and affairs, except with respect to certain enumerated matters including Board composition and compensation, changes to our charter documents, or any other matter expressly prohibited by law or our charter documents. Pursuant to its charter, the Executive Committee has appointed a subcommittee consisting of Frederick A. Krehbiel, John H. Krehbiel, Jr., and Martin P. Slark to act in certain prescribed and specific areas. During FY09 the Executive Committee did not meet, but its subcommittee acted several times by unanimous written consent.
 
Board and Committee Information
 
The Board of Directors held nine meetings during FY08 and all of the directors attended at least 75% of the total number of meetings of the Board and committees on which they served. The Board expects all directors to attend the annual meeting of stockholders barring unforeseen circumstances. All then-members of the Board were present at the 2007 annual meeting of stockholders. The non-employee directors meet in regularly scheduled executive sessions without management present. The Chairman of the Nominating and Corporate Governance Committee presides at these executive sessions.
 
The Board has a standing Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee and Executive Committee. The charters of each of these committees are posted on our Web site, www.molex.com, on the Investor Relations page under Corporate Governance.
 
The Audit Committee consists of Mr. Landsittel (Chairman), Ms. Collins and Dr. Potter. The Board has determined that each of the members of the Audit Committee is independent under the listing standards of NASDAQ, and that Mr. Landsittel is an “audit committee financial expert” as defined by SEC regulations. All members of the Audit Committee meet the NASDAQ composition


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requirements, including the requirements regarding financial literacy and financial sophistication. The functions of the Audit Committee are described under “Audit Committee Report.” During FY08 the Audit Committee met nine times.
 
The Compensation Committee consists of Dr. Potter (Chairman) and Messrs. Landsittel and Laymon. The Board has determined that each of the members of the Compensation Committee is independent under the listing standards of NASDAQ. The Compensation Committee is responsible for establishing executive compensation policies and overseeing executive compensation practices. The roles and responsibilities of the Compensation Committee, management and the compensation consultants are described in greater detail in the “Compensation Discussion and Analysis.” The Compensation Committee is authorized to delegate responsibilities to subcommittees when appropriate but has not done so. During FY08 the Compensation Committee met three times.
 
The Nominating and Corporate Governance Committee consists of Mr. Jannotta (Chairman), Mr. Birck, Ms. Collins and Mr. Metcalf. The Board has determined that each of the members of the Nominating Committee is independent under the listing standards of NASDAQ. The Nominating Committee oversees the corporate governance and Board membership matters and monitors the independence of the Board. The Nominating Committee also determines Board membership qualifications, selects, evaluates and recommends to the Board nominees for election to the Board, and reviews the performance of the Board. During FY08 the Nominating Committee met twice.
 
The Executive Committee consists of Frederick A. Krehbiel (Co-Chairman), John H. Krehbiel, Jr. (Co-Chairman), and Messrs. Birck, Jannotta and Slark. The Executive Committee has all the powers and authority of the Board in the management of the business and affairs, except with respect to certain enumerated matters including Board composition and compensation, changes to our charter documents, or any other matter expressly prohibited by law or our charter documents. Pursuant to its charter, the Executive Committee has appointed a subcommittee consisting of Frederick A. Krehbiel, John H. Krehbiel, Jr. and Martin P. Slark to act in certain prescribed and specific areas. During FY08 the Executive Committee did not meet but it acted several times by unanimous written consent.
 

Board and Committee Information

The Board of Directors held six meetings during the year ended June 30, 2007 and all of the directors attended at least 75% of the total number of meetings of the Board and committees on which they served. The Board expects all directors to attend the annual meetings of stockholders barring unforeseen circumstances. All then-members of the Board were present at the 2006 Annual Meeting of Stockholders. The non-employee directors meet in regularly scheduled executive sessions without management present. The Chairman of the Nominating and Corporate Governance Committee presides at these executive sessions.

The Board has a standing Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee and Executive Committee. The charters of each of these committees are posted on our Web site, www.molex.com, on the Investor Relations page under Corporate Governance.

The Audit Committee consists of Mr. Landsittel (Chairman), Ms. Collins and Dr. Potter. The Board has determined that each of the members of the Audit Committee is independent under the listing standards of NASDAQ, and that Mr. Landsittel is an “audit committee financial expert” as defined by SEC regulations. All members of the Audit Committee meet the NASDAQ composition requirements, including the requirements regarding financial literacy and financial sophistication. The functions of the Audit Committee are described under “Audit Committee Report.” During the year ended June 30, 2007, the Audit Committee met eight times.

The Compensation Committee consists of Dr. Potter (Chairman) and Mr. Landsittel. The Board has determined that each of the members of the Compensation Committee is independent under the listing standards of NASDAQ. The Compensation Committee of the Board of Directors is responsible for establishing executive compensation policies and overseeing executive compensation practices. The roles and responsibilities of the Compensation Committee, management and the compensation consultants are described in greater detail in the “Compensation Discussion and Analysis.” The Compensation Committee is authorized to delegate responsibilities to subcommittees when appropriate but has not done so. During the year ended June 30, 2007, the Compensation Committee met five times.

The Nominating and Corporate Governance Committee consists of Messrs. Jannotta (Chairman) and Birck and Ms. Collins. The Board has determined that each of the members of the Nominating Committee is independent under the listing standards of NASDAQ. The Nominating Committee oversees the corporate governance and Board membership matters and monitors the independence of the Board. The Nominating Committee also determines Board membership qualifications, selects, evaluates and recommends to the Board nominees for election to the Board, and reviews the performance of the Board. During the year ended June 30, 2007, the Nominating Committee met twice.

The Executive Committee consists of Frederick A. Krehbiel (Co-Chairman), John H. Krehbiel, Jr. (Co-Chairman), and Messrs. Birck, Jannotta and Slark. The Executive Committee has all the powers and authority of the Board in the management of the business and affairs, except with respect to certain enumerated matters including Board composition and compensation, changes to our charter documents, or any other matter expressly prohibited by law or our charter documents. Pursuant to its charter, the Executive Committee has appointed a subcommittee consisting of Frederick A. Krehbiel, John H. Krehbiel, Jr. and Martin P. Slark to act in certain prescribed and specific areas. During the year ended June 30, 2007, the Executive Committee did not meet but it acted several times by unanimous written consent.

 

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This excerpt taken from the MOLX DEF 14A filed Sep 13, 2006.

Board and Committee Information

The Board of Directors held eight meetings during the year ended June 30, 2006 and all of the directors attended at least 75% of the total number of meetings of the Board and committees on which they served. The Board expects all directors to attend the annual meetings of stockholders barring unforeseen circumstances. All members of the Board were present at the 2005 Annual Meeting of Stockholders.

The Board has a standing Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee and Executive Committee. A copy of the charters of each of these committees is posted on Molex’s Web site, www.molex.com, on the Investor Relations page under Corporate Governance. A copy of the Audit Committee charter is included in this Proxy Statement as Appendix I.

 

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The Audit Committee consists of Messrs. Carnahan (Chairman), Landsittel and Potter. The Board has determined that each of the members of the Audit Committee is independent under the listing standards of Nasdaq and that Mr. Landsittel is an “audit committee financial expert” as defined by SEC regulations. All members of the Audit Committee meet the Nasdaq composition requirements, including the requirements regarding financial literacy and financial sophistication. The Audit Committee has sole authority for the appointment, compensation and oversight of the work of the independent auditors, and responsibility for reviewing and discussing, prior to filing or issuance, with management and the independent auditors, Molex’s audited consolidated financial statements included in its Annual Report on Form 10-K and earnings press releases. During the year ended June 30, 2006, the Audit Committee met 15 times.

The Compensation Committee consists of Messrs. Potter (Chairman), Laymon and Naitoh. The Board has determined that each of the members of the Compensation Committee is independent under the listing standards of Nasdaq. The Compensation Committee has the responsibility to establish and oversee compensation for executive officers. The specific responsibilities of the Committee include approving corporate goals and objectives for the Co-Chairmen, the Chief Executive Officer and the Chief Operating Officer and evaluating the performance of these officers in light of the approved goals and objectives. During the year ended June 30, 2006, the Compensation Committee met four times.

The Nominating and Corporate Governance Committee consists of Messrs. Jannotta (Chairman) and Birck and Ms. Collins. The Board has determined that each of the members of the Nominating Committee is independent under the listing standards of Nasdaq. The Nominating Committee oversees the corporate governance and Board membership matters of Molex and monitors the independence of the Board. The Nominating Committee also determines Board membership qualifications, selects, evaluates and recommends to the Board nominees for election to the Board, and reviews the performance of the Board. During the year ended June 30, 2006, the Nominating Committee did not meet, however, it did meet in July 2006 to, among other things, assess the independence of Board members and recommend nominees for election at this year’s annual meeting.

The Executive Committee consists of Frederick A. Krehbiel (Co-Chairman), John A. Krehbiel, Jr. (Co-Chairman) and Messrs. Birck, Jannotta and Slark. The Executive Committee has all the powers and authority of the Board in the management of the business and affairs of Molex, except with respect to certain enumerated matters including Board composition and compensation, changes to Molex’s charter documents, or any other matter expressly prohibited by law or Molex’s charter documents. Pursuant to its charter, the Executive Committee has appointed a subcommittee consisting of Frederick A. Krehbiel, John H. Krehbiel, Jr. and Martin P. Slark to act in certain prescribed and specific areas. During the year ended June 30, 2006, the Executive Committee did not meet but it acted several times by unanimous written consent.

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