NAVG » Topics » Related Party Transactions

This excerpt taken from the NAVG DEF 14A filed Mar 17, 2009.
Related Party Transactions
 
Our Corporate Code of Ethics and Conduct applies to all of our employees and directors and requires such individuals to discuss any possible conflicts of interest with our Chief Compliance Officer. Conflicts of interest are defined to include situations where officers and directors or their family members have interests in customers of or suppliers to the Company. In the case of transactions involving directors or officers, the Chief Compliance Officer reports the proposed transactions to the non-interested members of the Board of Directors for approval. Approval is based on whether the transaction is fair and equitable and on terms no less favorable than the Company could obtain in arm’s length transactions with unaffiliated third parties. In our experience, this process has been adequate for the review and approval of the few related party transactions that have arisen from time to time.
 
The Board of Directors has adopted a policy requiring a director to offer his or her resignation from the Board upon a change in employment. The Board of Directors has discretion to determine, based upon its evaluation of whether such change in employment would create a possible conflict of interest or affect a director’s independence, as well as any other factors that it may deem applicable, whether or not to accept such resignation.
 
In addition, the Board of Directors annually reviews related party transactions in connection with director independence and determines whether the director has any relationship with the Company that, in the Board’s opinion, would interfere with the exercise of his independent judgment in carrying out the responsibilities of a director. During 2008, the following relationships with two of our directors were reviewed and were found not to present a conflict of interest or affect such director’s independence:
 
Marc M. Tract is a partner of Katten Muchin Rosenman LLP, which law firm serves as counsel to the Company and received fees of approximately $264,470 in 2008. Mr. Tract, who does not have any direct or indirect material interest in the legal fees paid to Katten Muchin Rosenman LLP, is a member of the Finance Committee of the Board of Directors.


5


Table of Contents

H.J. Mervyn Blakeney currently serves as a non-executive director and chairman of the board of the Company’s wholly-owned subsidiary, Navigators Underwriting Agency Ltd. (“NUAL”), and was paid £36,670 in 2008 for such NUAL board service, or $53,538 based on a conversion rate, as of December 31, 2008, of £1 = $1.46. Mr. Blakeney is a member of the Compensation and Finance Committees of the Board of Directors.
 
This excerpt taken from the NAVG DEF 14A filed Apr 7, 2008.
Related Party Transactions
 
Our Corporate Code of Ethics and Conduct applies to all of our employees and directors and requires such individuals to discuss any possible conflicts of interest with our Chief Compliance Officer. Conflicts of interest are defined to include situations where officers and directors or their family members have interests in customers of or suppliers to the Company. In the case of transactions involving directors or officers, the Chief Compliance Officer reports the proposed transactions to the non-interested members of the Board for approval. Approval is based on whether the transaction is fair and equitable and on terms no less favorable than the Company could obtain in arm’s length transactions with unaffiliated third parties. In our experience, this process has been adequate for the review and approval of the few related party transactions that have arisen from time to time.
 
In 2007, the Board of Directors adopted a policy requiring a director to offer his or her resignation from the Board upon a change in employment. The Board has discretion to determine, based upon its evaluation of whether such change in employment would create a possible conflict of interest or affect a director’s independence, as well as any other factors that it may deem applicable, whether or not to accept such resignation.
 
In addition, our Board of Directors annually reviews related party transactions in connection with director independence. During 2007, the following relationship with one of our directors was reviewed and was found not to present a conflict of interest or affect such director’s independence:
 
Marc M. Tract is a partner of Katten Muchin Rosenman LLP, which law firm serves as counsel to the Company and received fees of approximately $240,000 in 2007. Mr. Tract, who does not have any direct or indirect material interest in the legal fees paid to Katten Muchin Rosenman LLP, is a member of the Executive and Finance Committees of the Board.
 
On July 5, 2007, the Consulting Agreement, dated July 5, 2006, pursuant to which John F. Kirby had provided underwriting advisory and other consulting services to Navigators Management Company, Inc., a wholly-owned subsidiary of the Company, in consideration for the payment of $35,000 per year, expired. Mr. Kirby was paid $11,667 under this Consulting Agreement in 2007. This Consulting Agreement was not


5


Table of Contents

renewed and is no longer in effect. Mr. Kirby is a member of the Compensation and Underwriting Advisory Committees of the Board.
 
On December 31, 2007, the Consultancy Agreement, dated March 1, 1994, pursuant to which H.J. Mervyn Blakeney provided consulting services to the Company and its wholly-owned subsidiary, Navigators Underwriting Agency Ltd. (“NUAL”), in consideration for the payment of £30,000 per year, was terminated. Mr. Blakeney was paid $59,400 in 2007 under this Consultancy Agreement, based on the conversion rate, as of December 31, 2007, of £1=$1.98. The Consultancy Agreement is no longer in effect. Mr. Blakeney currently serves as a non-executive director and chairman of the board of NUAL, and is paid £30,000 per year for such NUAL board service. Mr. Blakeney is a member of the Compensation and Finance Committees of the Board.
 
This excerpt taken from the NAVG DEF 14A filed Apr 12, 2007.

Related Party Transactions

        Our Corporate Code of Ethics and Conduct applies to all of our employees and directors and requires such individuals to discuss any possible conflicts of interest with our Chief Compliance Officer. Conflicts of interest are defined to include situations where officers and directors or their family members have interests in customers of or suppliers to the Company. In the case of transactions involving directors or officers, the Chief Compliance Officer reports the proposed transactions to the non-interested members of the Board for approval. Approval is based on whether the transaction is fair and equitable and on terms no less favorable than the Company could obtain in arm's length transactions with unaffiliated third parties. In our experience, this process has been adequate for the review and approval of the few related party transactions that arise from time to time.

        In addition, our Board of Directors annually reviews related party transactions in connection with director independence. During 2006, the following relationships were reviewed and were found not to present a conflict of interest or impact a director's independence.

        Leandro S. Galban, Jr. is Chairman—Financial Services of DLJ Merchant Banking Partners, a private equity group that is part of Credit Suisse (an investment banking firm) which was co-lead manager for a public offering of the Company's Senior Debt Securities completed in April 2006. Mr. Galban, who does not have any direct or indirect material interest in the underwriting fees paid to Credit Suisse, is a member of the Compensation, Corporate Governance and Nominating, Executive and Finance Committees of the Board.

        Marc M. Tract is a partner of Katten Muchin Rosenman LLP, which law firm serves as counsel to the Company and received fees of approximately $160,000 in 2006. Mr. Tract, who does not have any direct or indirect material interest in the legal fees paid to Katten Muchin Rosenman LLP, is a member of the Executive and Finance Committees of the Board.

6


        John F. Kirby provides underwriting advisory and other consulting services to Navigators Management Company, a wholly-owned subsidiary of the Company, pursuant to a Consulting Agreement dated July 5, 2006, and is paid $35,000 per year for these services. Mr. Kirby is a member of the Compensation and Underwriting Advisory Committees of the Board.

        H.J. Mervyn Blakeney provides consulting services to the Company and its subsidiary, Navigators Underwriting Agency Ltd., pursuant to a Consultancy Agreement dated March 1, 1994. He is paid $59,092 per year for his services based on the conversion rate, as of December 31, 2006, of £1=$1.96. Mr. Blakeney is a member of the Compensation and Finance Committees of the Board.

Wikinvest © 2006, 2007, 2008, 2009, 2010, 2011, 2012. Use of this site is subject to express Terms of Service, Privacy Policy, and Disclaimer. By continuing past this page, you agree to abide by these terms. Any information provided by Wikinvest, including but not limited to company data, competitors, business analysis, market share, sales revenues and other operating metrics, earnings call analysis, conference call transcripts, industry information, or price targets should not be construed as research, trading tips or recommendations, or investment advice and is provided with no warrants as to its accuracy. Stock market data, including US and International equity symbols, stock quotes, share prices, earnings ratios, and other fundamental data is provided by data partners. Stock market quotes delayed at least 15 minutes for NASDAQ, 20 mins for NYSE and AMEX. Market data by Xignite. See data providers for more details. Company names, products, services and branding cited herein may be trademarks or registered trademarks of their respective owners. The use of trademarks or service marks of another is not a representation that the other is affiliated with, sponsors, is sponsored by, endorses, or is endorsed by Wikinvest.
Powered by MediaWiki