OUTD » Topics » Board Committees

This excerpt taken from the OUTD DEF 14A filed Apr 29, 2008.
Board Committees
 
The Board currently has an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee and may from time to time establish other committees.
 
Audit Committee.  Our Audit Committee is directly responsible for the appointment, compensation, retention and oversight of our independent auditors and reviews our consolidated financial statements and internal controls. The current members of our Audit Committee are Messrs. Kinley, Stanley and Merritt, with Mr. Merritt serving as chairman. The Board has determined that each member of the Audit Committee is independent, as defined in Rule 4200(a)(15) of the Nasdaq Stock Market Marketplace Rules and under Rule 10A-3 promulgated by the Securities and Exchange Commission. The Board has determined that Mr. Merritt is an audit committee financial expert for


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purposes of the rules and regulations of the Securities and Exchange Commission. The Audit Committee operates under a written charter adopted by the Board, a copy of which is available at http://www.outdoorchannel.com under the “Investor Relations — Corporate Governance” section. The Audit Committee took action by unanimous written consent or held meetings ten (10) times during 2007.
 
Compensation Committee.  Our Compensation Committee is responsible for determining, either alone or with the other independent directors, or recommending to the Board, the compensation and benefits of our executive officers and other key employees, administers our stock option plans and establishes and reviews general policies relating to compensation and benefits of all of our employees. The current members of the Compensation Committee are Messrs. Dalvi, Stanley and Pandzik, with Mr. Pandzik serving as chairman. The Board has determined that each member of the Compensation Committee is independent, as defined in Rule 4200(a)(15) of the Nasdaq Stock Market Marketplace Rules. The Compensation Committee operates under a written charter adopted by the Board, a copy of which is available at http://www.outdoorchannel.com under the “Investor Relations — Corporate Governance” section. The Compensation Committee took action by unanimous written consent or held meetings sixteen (16) times during 2007.
 
Nominating and Corporate Governance Committee.  Our Nominating and Corporate Governance Committee is responsible for assisting the Board in identifying prospective director nominees and recommend to the Board the director nominees for each annual meeting of stockholders; recommend members for each Board committee; ensure that the Board is properly constituted to meet its fiduciary obligations to the Company and its stockholders and that the Company follows appropriate governance standards; develop and recommend to the Board governance principles applicable to the Company; and oversee the evaluation of the Board and management. The current members of the Nominating and Corporate Governance committee are Messrs. Dalvi, Merritt, Pandzik, Stanley and Kinley, with Mr. Kinley serving as chairman. The Board has determined that each member of the Nominating and Corporate Governance Committee is independent, as defined in Rule 4200(a)(15) of the Nasdaq Stock Market Marketplace Rules. The Nominating and Corporate Governance Committee operates under a written charter adopted by the Board, a copy of which is available at http://www.outdoorchannel.com under the “Investor Relations — Corporate Governance” section. The nominating and corporate governance committee took action by unanimous written consent or held meetings eight (8) times during 2007.
 
This excerpt taken from the OUTD DEF 14A filed Apr 30, 2007.

Board Committees

The Board currently has an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee and may from time to time establish other committees.

Audit Committee.   Our Audit Committee is directly responsible for the appointment, compensation, retention and oversight of our independent auditors and reviews our consolidated financial statements and internal controls. The current members of our Audit Committee are Messrs. Berglund, Stanley and Merritt, with Mr. Merritt serving as chairman. The Board has determined that each member of the Audit Committee is independent, as defined in Rule 4200(a)(15) of the Nasdaq Stock Market Marketplace Rules and under Rule 10A-3 promulgated by the Securities and Exchange Commission. The Board has determined that Mr. Merritt is an audit committee financial expert for purposes of the rules and regulations of the Securities and Exchange Commission. The Audit Committee operates under a written charter adopted by the Board, a copy of which is available at http://www.outdoorchannelholdings.com under the “Corporate Governance” section. The Audit Committee took action by unanimous written consent or held meetings ten (10) times during 2006.

Compensation Committee.   Our Compensation Committee is responsible for determining, either alone or with the other independent directors, or recommending to the Board, the compensation and benefits of our executive officers and other key employees, administers our stock option plans and establishes and reviews general policies relating to compensation and benefits of all of our employees. The current members of the Compensation Committee are Mr. Stanley and Ms. Sanderson, with Ms. Sanderson serving as chairman. The Board has determined that each member of the Compensation Committee is independent, as defined in Rule 4200(a)(15) of the Nasdaq Stock Market Marketplace Rules. The Compensation Committee took action by unanimous written consent or held meetings sixteen (16) times during 2006.

Nominating and Corporate Governance Committee.   Our Nominating and Corporate Governance Committee is responsible for assisting the Board in identifying prospective director nominees and recommend to the Board the director nominees for each annual meeting of stockholders; recommend members for each Board committee; ensure that the Board is properly constituted to meet its fiduciary obligations to the Company and its stockholders and that the Company follows appropriate governance standards; develop and recommend to the Board governance principles applicable to the Company; and oversee the evaluation of the Board and management. The current members of the Nominating and Corporate Governance committee are Ms. Sanderson and Messrs. Merritt, Stanley and Berglund, with Mr. Berglund serving as chairman. The Board has determined that each member of the Nominating and Corporate Governance Committee is independent, as defined in Rule 4200(a)(15) of the Nasdaq Stock Market Marketplace Rules. The nominating and corporate governance committee was formed in December 2006, and took action by unanimous written consent or held meetings one (1) time during 2006. The Nominating and Corporate Governance Committee operates under a written charter adopted by the Board, a copy of which is available at http://www.outdoorchannelholdings.com under the “Corporate Governance” section.

This excerpt taken from the OUTD DEF 14A filed Apr 13, 2006.
Board Committees

The Board currently has a standing audit committee and a compensation committee and may from time to time establish other committees.

Audit Committee.   Our audit committee is directly responsible for the appointment, compensation, retention and oversight of our independent auditors and reviews our consolidated financial statements and internal controls. The current members of our audit committee are Messrs. Berglund, Stanley and Merritt, who chairs the committee. The Board has determined that each member of the Audit Committee is independent, as defined in Rule 4200(a)(15) of the Nasdaq Stock Market Marketplace Rules and under Rule 10A-3 promulgated by the Securities and Exchange Commission. The Board has determined that Mr. Merritt is an audit committee financial expert for purposes of the rules and regulations of the Securities and Exchange Commission. The Audit Committee operates under a written charter adopted by the Board, a copy of which was previously included as an appendix to the Company’s proxy statement filed with the Securities and Exchange Commission on August 19, 2004. The Audit Committee took action by unanimous written consent or held meetings eight (8) times during 2005.

Compensation Committee.   Our compensation committee is responsible for determining, either alone or with the other independent directors, or recommending to the board, the compensation and benefits of our executive officers and other key employees, administers our stock option plans and establishes and reviews general policies relating to compensation and benefits of all of our employees. The current members of the compensation committee are Messrs. Miller, Stanley and Ms. Sanderson, who chairs the committee. The Board has determined that each member of the Compensation Committee is independent, as defined in Rule 4200(a)(15) of the Nasdaq Stock Market Marketplace Rules. The Compensation Committee took action by unanimous written consent or held meetings nine (9) times during 2005.

This excerpt taken from the OUTD DEF 14A filed Aug 8, 2005.

Board Committees

        The Board currently has a standing audit committee and a compensation committee and may from time to time establish other committees.

        Audit Committee.    Our audit committee is directly responsible for the appointment, compensation, retention and oversight of our independent auditors and reviews our financial statements and internal controls. The current members of our audit committee are Messrs. Berglund, Stanley and Merritt, who chairs the committee. The board of directors has determined that each member of the Audit Committee is independent, as defined in Rule 4200(a)(15) of the Nasdaq Stock Market Marketplace Rules and under Rule 10A-3 promulgated by the Securities and Exchange Commission. The board of directors has determined that Mr. Merritt is an audit committee financial expert for purposes of the rules and regulations of the Securities and Exchange Commission. The Audit Committee operates under a written charter adopted by the board of directors, a copy of which was previously included as an appendix to the Company's proxy statement filed with the Securities and Exchange Commission on August 19, 2004. The Audit Committee held five (5) formal meetings during 2004.

        Compensation Committee.    Our compensation committee is responsible for determining, either alone or with the other independent directors, or recommending to the board, the compensation and benefits of our executive officers and other key employees, administers our stock option plans and establishes and reviews general policies relating to compensation and benefits of all of our employees. The current members of the compensation committee are Messrs. Miller, Stanley and Ms. Sanderson, who chairs the committee. The board of directors has determined that each member of the Compensation Committee is independent, as defined in Rule 4200(a)(15) of the Nasdaq Stock Market Marketplace Rules. The Compensation Committee held no formal meetings during 2004.

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