SBAC » Topics » Committees and Meetings of the Board

This excerpt taken from the SBAC DEF 14A filed Apr 7, 2006.

Committees and Meetings of the Board

 

The Board of Directors held 15 meetings, including 4 regularly scheduled meetings and 11 special meetings, during the year ended December 31, 2005. Each director attended at least 75% or more of the aggregate number of meetings held by the Board of Directors and the committees on which he served. It is the policy of the Board of Directors of SBA to encourage its members to attend SBA’s Annual Meeting of Shareholders. All members of the Board of Directors were present at SBA’s 2005 Annual Meeting of Shareholders.

 

Our Board of Directors has three standing committees: the Audit Committee, the Compensation Committee and the Nominating and Governance Committee. The Audit Committee and the Compensation Committee were established in May 1999. The Nominating Committee was established in March 2002 and was expanded to a Nominating and Governance Committee in November 2005.

 

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On March 4, 2004, the Board of Directors approved our Code of Ethics. The Code of Ethics sets forth standards of conduct applicable to our Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer to promote honest and ethical conduct, full, fair, accurate, timely and understandable disclosure, and compliance with applicable governmental rules and regulations. Our Code of Ethics is available to view at our website, www.sbasite.com.

 

Audit Committee.  The Audit Committee presently consists of Messrs. Carr, Cocroft and Nielsen. Our Board of Directors has determined that the members of the Audit Committee are independent directors as defined under Rule 4200(a)(15) of The Nasdaq Stock Market Inc.’s Marketplace Rules. The Audit Committee has been assigned the principal function of establishing our audit policies, selecting our independent auditors and overseeing the engagement of our independent auditors. The Audit Committee’s responsibilities are set forth in an Audit Committee Charter, a copy of which is attached as Appendix A and can be found on SBA’s website www.sbasite.com. The Board of Directors has designated Mr. Cocroft the “audit committee financial expert” as defined by the rules promulgated by the Securities and Exchange Commission (the “SEC”). The Audit Committee held 12 meetings during the year ended December 31, 2005.

 

Compensation Committee.  The Compensation Committee presently consists of Messrs. Hawkins, Langer and Nielsen. The Compensation Committee has been assigned the functions of establishing salaries, incentives and other forms of compensation for executive officers and administers incentive compensation and benefit plans provided for employees. The Compensation Committee held 8 meetings during the year ended December 31, 2005.

 

Nominating and Governance Committee.  In 2005, the Board of Directors expanded the function of our nominating committee to include a role in shaping the corporate governance of SBA. The nominating committee was re-designated as the Nominating and Governance Committee. The members of the Nominating and Governance Committee are Messrs. Cocroft, Hawkins and Langer. Our Board of Directors has determined that the members of the Nominating and Governance Committee are independent directors as defined under Rule 4200(a)(15) of The Nasdaq Stock Market Inc.’s Marketplace Rules. The Nominating and Governance Committee has been assigned the functions of (i) soliciting, considering, recommending and nominating candidates to serve on the Board under criteria adopted by it from time to time; (ii) advising the Board with respect to Board composition, procedures and committees; (iii) overseeing periodic evaluations of the Board and Board committees, including establishing criteria to be used in connection with such evaluations; and (iv) reviewing and reporting to the Board on a periodic basis with regards to matters of corporate governance. The Nominating and Governance Committee’s responsibilities are set forth in a Nominating and Governance Committee Charter, a copy of which can be found on SBA’s website, www.sbasite.com. The Nominating and Governance Committee held 4 meetings during the year ended December 31, 2005.

 

The Nominating and Governance Committee considers possible candidates from many sources, including shareholders, for nominees for directors. If a shareholder wishes to recommend a nominee for director, written notice should be sent to the Corporate Secretary by December 1, 2006 in accordance with the instructions set forth later in this proxy statement under “Shareholder Proposals for 2007 Annual Meeting.” Each written notice must set forth: (1) the name and address of the shareholder who is making the nomination; (2) the number of shares of SBA’s Common Stock which are beneficially owned by the shareholder and a representation that the shareholder is a holder of record of Common Stock of the Corporation entitled to vote at such annual meeting of the shareholders and intends to appear in person or by proxy at the meeting and nominate the person specified in the notice; (3) the name of the director candidate; (4) a complete resume or statement of the candidate’s qualifications (including education, work experience, knowledge of SBA’s industry, membership on the board of directors of another corporation and civic activity); (5) a description of all arrangements or understandings between the shareholder and the candidate and/or any other person or persons pursuant to which the nomination is to be made by the shareholder; (6) such other information regarding a candidate as would be required to be included in a proxy statement, including information with respect to a candidate’s independence as defined under the rules and regulations promulgated by the SEC and The Nasdaq Stock Market and information regarding the

 

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candidate’s attributes that the Nominating and Governance Committee would need to consider in order to assess whether such candidate would qualify as an “audit committee financial expert” as defined by the rules and regulations promulgated by the SEC; and (7) the candidate’s consent to serve as a director of SBA if elected. The Nominating and Governance Committee will evaluate the suitability of potential candidates nominated by shareholders in the same manner as other candidates recommended to the Nominating and Governance Committee, in accordance with the Criteria for Nomination to the Board of Directors set forth in the Nominating and Governance Committee charter, which, as discussed above, can be found on SBA’s website, www.sbasite.com.

 

From time to time, the Nominating and Governance Committee has retained the services of Korn/Ferry International, a third party search firm providing recruitment and leadership development services, to assist the Nominating and Governance Committee in identifying and evaluating potential nominees for the Board of Directors.

 

This excerpt taken from the SBAC DEF 14A filed Apr 12, 2005.

Committees and Meetings of the Board

 

The Board of Directors held 12 meetings, including four regularly scheduled meetings and eight special meetings, during the year ended December 31, 2004. Each director attended at least 75% or more of the aggregate number of meetings held by the Board of Directors and the committees on which he served. It is the policy of the Board of Directors of SBA to encourage its members to attend SBA’s Annual Meeting of Shareholders. All members of the Board of Directors were present at SBA’s 2004 Annual Meeting of Shareholders.

 

Our Board of Directors has three standing committees: the Audit Committee, the Compensation Committee and the Nominating Committee. The Audit Committee and the Compensation Committee were established in May 1999. The Nominating Committee was established in March 2002 and commenced its activities during fiscal year 2002.

 

On March 4, 2004 the Board of Directors approved our Code of Ethics. The Code of Ethics sets forth standards of conduct applicable to our Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer to promote honest and ethical conduct, full, fair, accurate, timely and understandable disclosure, and compliance with applicable governmental rules and regulations. Our Code of Ethics is available to view at our website, www.sbasite.com.

 

Audit Committee.  The Audit Committee presently consists of Messrs. Carr, Cocroft, Hebb and Nielsen. Our Board of Directors has determined that the members of the Audit Committee are independent directors as defined under Rule 4200(a)(15) of The Nasdaq Stock Market Inc.’s Marketplace Rules. The Audit Committee has been assigned the principal function of establishing our audit policies, selecting our independent auditors and overseeing the engagement of our independent auditors. The Audit Committee’s responsibilities are set forth in an Audit Committee Charter, a copy of which can be found on SBA’s website www.sbasite.com. The Board of Directors has designated Mr. Cocroft the “audit committee financial expert” as defined by the rules promulgated by the Securities and Exchange Commission (the “SEC”). The Audit Committee held nine meetings during the year ended December 31, 2004.

 

Compensation Committee.  The Compensation Committee presently consists of Messrs. Carr, Hawkins, Langer and Nielsen. The Compensation Committee has been assigned the functions of establishing salaries, incentives and other forms of compensation for executive officers and administers incentive compensation and benefit plans provided for employees. The Compensation Committee held four meetings during the year ended December 31, 2004.

 

Nominating Committee.  The members of the Nominating Committee are Messrs. Cocroft, Hawkins, Hebb and Langer. Our Board of Directors has determined that the members of the Nominating Committee are independent directors as defined under Rule 4200(a)(15) of The Nasdaq Stock Market Inc.’s Marketplace Rules. The Nominating Committee has been assigned the functions of reviewing and making recommendations on matters relating to the size and effectiveness of the Board, including the composition and experience base of the members of the Nominating Committee and the Board, reviewing and recommending candidates for directors and reviewing with management Board membership succession planning. The Nominating Committee’s responsibilities are set forth in a Nominating Committee Charter, a copy of which can be found on SBA’s website, www.sbasite.com. The Nominating Committee held two meetings during the year ended December 31, 2004.

 

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The Nominating Committee considers possible candidates from many sources, including shareholders, for nominees for directors. If a shareholder wishes to recommend a nominee for director, written notice should be sent to the Corporate Secretary by December 16, 2005 in accordance with the instructions set forth later in this proxy statement under “Shareholder Proposals for 2006 Annual Meeting.” Each written notice must set forth: (1) the name and address of the shareholder who is making the nomination; (2) the number of shares of SBA’s Common Stock which are beneficially owned by the shareholder and a representation that the shareholder is a holder of record of Common Stock of the Company entitled to vote at such annual meeting of the shareholders and intends to appear in person or by proxy at the meeting and nominate the person specified in the notice; (3) the name of the director candidate; (4) a complete resume or statement of the candidate’s qualifications (including education, work experience, knowledge of SBA’s industry, membership on the board of directors of another corporation and civic activity); (5) a description of all arrangements or understandings between the shareholder and the candidate and/or any other person or persons pursuant to which the nomination is to be made by the shareholder; (6) such other information regarding a candidate as would be required to be included in a proxy statement, including information with respect to a candidate’s independence as defined under the rules and regulations promulgated by the SEC and The Nasdaq Stock Market and information regarding the candidate’s attributes that the Nominating Committee would need to consider in order to assess whether such candidate would qualify as an “audit committee financial expert” as defined by the rules and regulations promulgated by the SEC; and (7) the candidate’s consent to serve as a director of SBA if elected. The Nominating Committee will evaluate the suitability of potential candidates nominated by shareholders in the same manner as other candidates recommended to the Nominating Committee, in accordance with the Criteria for Nomination to the Board of Directors set forth in the Nominating Committee charter, which, as discussed above, can be found on SBA’s website, www.sbasite.com.

 

From time to time, the Nominating Committee has retained the services of Korn/Ferry International, a third party search firm providing recruitment and leadership development services, to assist the Nominating Committee in identifying and evaluating potential nominees for the Board of Directors.

 

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