OHB » Topics » Committees and Meetings of the Board of Directors

This excerpt taken from the OHB DEF 14A filed Oct 28, 2008.

Committees and Meetings of the Board of Directors

 

The Board of Directors held eight meetings and acted three times by written consent during the fiscal year ended June 30, 2008 (“Fiscal 2008”).  During Fiscal 2008 all incumbent directors attended in person or by teleconference at least 87% of the total number of meetings of the Board of Directors and meetings of the committees of the Board of Directors on which they served during their incumbency, with the exception of Mr. Michael T. Vesey, who was unable to attend three Board of Directors meetings during his medical leave of absence, and Mr. Robert N. Goodman, who attended two of the three Audit Committee meetings held while he was a member of the Audit Committee in Fiscal 2008.

 

The Company has standing Executive, Audit, Nominating and Compensation Committees.

 

This excerpt taken from the OHB DEF 14A filed Oct 29, 2007.

Committees and Meetings of the Board of Directors

 

The Board of Directors held four meetings and acted twice by written consent during the fiscal year ended June 30, 2007 (“Fiscal 2007”). During Fiscal 2007 all incumbent directors attended in person or by conference call 100% of the total number of meetings of the Board of Directors and meetings of the committees of the Board of Directors on which they served during their incumbency.

 

The Company has standing Executive, Audit, Nominating and Compensation Committees.

 

This excerpt taken from the OHB DEF 14A filed Oct 27, 2006.

Committees and Meetings of the Board of Directors

The board of directors held five meetings during the fiscal year ended June 30, 2006 (“Fiscal 2006”).  During Fiscal 2006 all incumbent directors attended in person or by conference call at least 80% of the total number of meetings of the board of directors and meetings of the committees of the board of directors on which they served during their incumbency, except that Robert N. Goodman and John W. Temple attended at least 77% of the Audit Committee meetings and Jerome S. Goodman attended 60% of the meetings of the board of directors.

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The Company has standing Executive, Audit, Compensation and Nominating Committees.

The Executive Committee is comprised of Jeffrey P. Orleans (Chairman), Jerome S. Goodman and Lewis Katz.  The Executive Committee has and exercises the authority of the board of directors in the management of the business and affairs of the Company between meetings of the board of directors.  During Fiscal 2006, the Executive Committee did not meet.

The Audit Committee is comprised of John W. Temple (Chairman), Robert N. Goodman and Andrew N. Heine.  During Fiscal 2006, the Audit Committee met nine times.

The Audit Committee is governed by the Company’s Audit Committee Charter.  The charter was attached as Appendix A to the Company’s proxy statement for the 2004 Annual Meeting of Stockholders.  Copies of the charter can also be obtained free of charge by contacting the Company at the address appearing on the first page of this Proxy Statement to the attention of the Chief Financial Officer.  As set forth in the charter, the principal purpose of the Audit Committee is to assist the board of directors in fulfilling its oversight responsibility to the stockholders, potential stockholders, the investment community and others relating to the integrity and audits of the Company’s financial statements, the Company’s compliance with legal and regulatory requirements, the performance of the Company’s systems of internal accounting and financial controls and financial reporting processes, and the qualifications and independence of the Company’s outside auditor. In discharging its oversight role, the Audit Committee is empowered to address any matter brought to its attention with full access to all books, records, facilities and personnel of the Company.

The Audit Committee has the sole authority to select the outside auditors who will perform the audit of the Company’s financial statements or other audit, review or attest services, considering independence and effectiveness, and to approve the fees and other compensation to be paid to the outside auditors.  The Audit Committee is also responsible for overseeing the audit and audit-related services performed by the outside auditors, including the responsibility and authority to resolve disagreements between management and the auditors regarding financial reporting. The outside auditors are to report directly to the Audit Committee and the Audit Committee is to provide an open avenue of communication among management, appropriate Company personnel, the outside auditors and the board of directors.

The Compensation Committee is comprised of David Kaplan (Chairman) and John W. Temple.  The Compensation Committee reviews and makes recommendations to the board of directors with respect to the Company’s compensation plans, including incentive-compensation and equity-based plans, policies and programs, and administers the Company’s equity compensation plans.  Under the Compensation Committee charter, the Compensation Committee is also directly responsible for establishing the salary, bonus and other compensation of the Company’s executive officers other than the Chief Executive Officer.  With respect to the Chief Executive Officer, the Committee is responsible for making recommendations to the board of directors with respect to his salary, bonus and other compensation.  The Compensation Committee met four times and executed two written consents in lieu of meeting during Fiscal 2006. Copies of the charter of the Compensation Committee can be obtained free of charge by contacting the Company at the address appearing on the first page of this Proxy Statement to the attention of the Chief Financial Officer.

The Nominating Committee considers and makes recommendations to the board of directors with respect to board qualifications, structure and membership.  The Nominating Committee is comprised of Andrew N. Heine, David Kaplan and Jerome S. Goodman.  A charter governing the Nominating Committee was adopted by the board of directors in August 2004.  The charter governing the Nominating Committee was attached as Appendix B to the Company’s proxy statement for the 2004 Annual Meeting of Stockholders and may also be obtained free of charge by contacting the Company at the address appearing on the first page of this Proxy Statement to the attention of the Chief Financial Officer.  The charter is not available on the Company’s website.  The Nominating Committee held one meeting during Fiscal 2006 to make a recommendation to the board of directors as to director nominees to be voted upon at the 2005 Annual Meeting.

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