|
|
 | | | |
- close
- close
- close
- close
This excerpt taken from the SMG DEF 14A filed Dec 20, 2007. Committees
of the Board
The Board of Directors has five significant standing committees:
(1) the Audit Committee; (2) the Compensation and
Organization Committee; (3) the Finance Committee;
(4) the Governance and Nominating Committee; and
(5) the Innovation & Technology Committee.
The Audit Committee, which was established in accordance with
Section 3(a)(58)(A) of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), is organized and
conducts its business pursuant to a written charter adopted by
the Board of Directors. A copy of the Audit Committee’s
charter is posted under the “governance” link on the
Company’s Internet website at http://investor.scotts.com
and is available in print to any shareholder who requests it
from the Corporate Secretary of the Company. At least annually,
the Audit Committee evaluates its performance, reviewing and
assessing the adequacy of its charter and recommending any
proposed changes to the full Board of Directors, as necessary,
to reflect changes in regulatory requirements, authoritative
guidance and evolving practices.
The Audit Committee is responsible for (1) overseeing the
accounting and financial reporting processes of the Company,
(2) overseeing the audits of the financial statements of
the Company, (3) appointing, compensating and overseeing
the work of the independent registered public accounting firm
employed by the Company for the purpose of preparing or issuing
an audit report or related work, (4) establishing
procedures for the receipt, retention and treatment of
complaints received by the Company regarding accounting,
internal accounting controls, auditing matters or other
compliance matters, (5) assisting the Board of Directors in
its oversight of: (a) the integrity of the Company’s
financial statements; (b) the Company’s compliance
with applicable laws, rules and regulations, including
applicable NYSE Rules; (c) the independent registered
public accounting firm’s qualifications and independence;
and (d) the performance of the Company’s internal
audit function, and (6) undertaking the other matters
required by applicable SEC Rules and NYSE Rules. Pursuant to its
charter, the Audit Committee has the authority to engage and
compensate such independent counsel and other advisors as the
Audit Committee deems necessary to carry out its duties.
Each member of the Audit Committee qualifies as an independent
director under the applicable NYSE Rules and under
Rule 10A-3
promulgated by the Securities and Exchange Commission (the
“SEC”) under the Exchange Act. The Board of Directors
believes each member of the Audit Committee is qualified to
discharge his or her duties on behalf of the Company and its
subsidiaries and satisfies the financial literacy requirement of
the NYSE Rules. The Board of Directors has determined that
Stephanie M. Shern qualifies as an “audit
committee financial expert” as that term is defined in the
applicable SEC Rules. None of the members of the Audit Committee
serves on the audit committee of more than two other public
companies.
The Audit Committee met 12 times during the 2007 fiscal year.
The Audit Committee’s report relating to the Company’s
2007 fiscal year begins on page 62 of this Proxy Statement.
The Compensation and Organization Committee is organized and
conducts its business pursuant to a written charter adopted by
the Board of Directors. A copy of the Compensation and
Organization Committee charter is posted under the
“governance” link on the Company’s Internet
website located at http://investor.scotts.com and is available
in print to any shareholder who requests it from the Corporate
Secretary of the Company. At least annually, in consultation
with the Governance and Nominating Committee, the Compensation
and Organization Committee reviews and reassesses the adequacy
of its charter and performs a Committee performance evaluation.
The Compensation and Organization Committee reviews, considers
and acts upon matters concerning salary and other compensation
and benefits of all executive officers and certain other
employees of the Company and its subsidiaries. The Compensation
and Organization Committee also reviews and approves the general
compensation philosophy applicable to these individuals. In
addition, the Compensation and Organization Committee acts upon
all matters concerning, and exercises such authority as is
delegated to it under the provisions of, any benefit, retirement
or pension plan maintained by the Company. The Compensation and
Organization Committee also advises the Board of Directors
regarding executive officer organizational issues and succession
plans and serves as the committee administering The Scotts
Miracle-Gro Company Amended and Restated 1996 Stock Option Plan
(the “1996 Plan”), The Scotts Miracle-Gro Company
Amended and Restated 2003 Stock Option and Incentive Equity Plan
(the “2003 Plan”), The Scotts Miracle-Gro Company
Amended and Restated 2006 Long-Term Incentive Plan (the
“2006 Plan”), The Scotts Company LLC Amended and
Restated Executive/Management Incentive Plan (the
“EMIP”) and the Discounted Stock Purchase Plan. The
Compensation and Organization Committee met 10 times during the
2007 fiscal year. Pursuant to its charter, the Compensation and
Organization Committee has the authority to retain special
counsel, compensation consultants and other experts or
consultants as it deems appropriate to carry out its functions
and to approve the fees and other retention terms for any such
counsel, consultants or experts.
Each member of the Compensation and Organization Committee
qualifies as an independent director under the applicable NYSE
Rules, an outside director for purposes of Section 162(m)
of the Internal Revenue Code, and a non-employee director for
purposes of
Rule 16b-3
under the Exchange Act. The compensation discussion and analysis
regarding executive compensation for the 2007 fiscal year begins
on page 18 of this Proxy Statement and the Compensation and
Organization Committee Report for the 2007 fiscal year appears
on page 31 of this Proxy Statement.
The Finance Committee is organized and conducts its business
pursuant to a written charter adopted by the Board of Directors.
A copy of the Finance Committee charter is posted under the
“governance” link on the Company’s Internet
website located at http://investor.scotts.com and is available
in print to any shareholder who requests it from the Corporate
Secretary of the Company.
The Finance Committee provides oversight of the financial
strategies and policies of the Company and its subsidiaries. In
discharging its duties, the Finance Committee: (1) reviews
investments, stock repurchase programs and dividend payments;
(2) provides oversight of cash management and bank
agreements; and (3) plays a large role in overseeing the
Company’s acquisitions and acquisition financing. The
Finance Committee met 7 times during the 2007 fiscal year.
The Governance and Nominating Committee is organized and
conducts its business pursuant to a written charter adopted by
the Board of Directors. A copy of the Governance and Nominating
Committee charter is posted under the “governance”
link on the Company’s Internet website located at
http://investor.scotts.com and is available in print to any
shareholder who requests it from the Corporate Secretary of the
Company. At least annually, the Governance and Nominating
Committee reviews and reassesses the adequacy of its charter and
performs a Committee performance evaluation.
The Governance and Nominating Committee recommends policies on
the composition of the Board of Directors and nominees for
membership on the Board. The Governance and Nominating Committee
also makes recommendations to the full Board of Directors and
the Chairman of the Board of Directors regarding committee
selection, including committee chairs and rotation practices,
the overall effectiveness of the Board and of management (in the
areas of Board relations and corporate governance), director
compensation and developments in corporate governance practices.
The Governance and Nominating Committee is responsible for
developing a policy with regard to the consideration of
candidates for election or appointment to the Board of Directors
recommended by shareholders of the Company and procedures to be
followed by shareholders in submitting such recommendations,
consistent with any shareholder nomination requirements which
may be set forth in the Company’s Code of Regulations and
applicable laws, rules and regulations. In considering potential
nominees, the Governance and Nominating Committee conducts its
own search for available, qualified nominees and will consider
candidates from any reasonable source, including shareholder
recommendations. The Governance and Nominating Committee is also
responsible for developing and recommending to the Board of
Directors corporate governance guidelines applicable to the
Company and overseeing the evaluation of the Board and
management.
Each member of the Governance and Nominating Committee qualifies
as an independent director under the applicable NYSE Rules. The
Governance and Nominating Committee met 4 times during the 2007
fiscal year.
The Innovation & Technology Committee was formed in
May 2004 to assist the Board of Directors in providing counsel
to the Company’s senior management on strategic management
of global science, technology and innovations issues and to act
as the Board’s liaison to the Company’s Innovation and
Technology Advisory Board, a board of experts which assists in
carrying out the work of the Innovation & Technology
Committee. The Innovation & Technology Committee is
organized and conducts its business pursuant to a written
charter adopted by the Board of Directors and met 4 times during
the 2007 fiscal year. A copy of the Innovation &
Technology Committee charter is posted under the
“governance” link on the Company’s Internet
website located at http://investor.scotts.com and is available
in print to any shareholder who requests it from the Corporate
Secretary of the Company.
This excerpt taken from the SMG DEF 14A filed Dec 20, 2006. Committees
of the Board
The Board of Directors has five significant standing committees:
the Audit Committee; the Compensation and Organization
Committee; the Finance Committee; the Governance and Nominating
Committee; and the Innovation & Technology Committee.
| EXCERPTS ON THIS PAGE:
|
| |||||||
