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This excerpt taken from the SMG DEF 14A filed Dec 20, 2006. Meetings
of the Board and Attendance at Annual Meetings of
Shareholders
The Board of Directors held 10 regularly scheduled or special
meetings during the Company’s 2006 fiscal year. Each
incumbent member of the Board of Directors attended at least 75%
of the aggregate of the total number of meetings of the Board of
Directors and of the Board committees on which he or she served,
in each case during the period such director served in the 2006
fiscal year.
Although the Company does not have a formal policy requiring
members of the Board of Directors to attend annual meetings of
the shareholders, the Company encourages all incumbent directors
and director nominees to attend each annual meeting of
shareholders. Ten of the eleven then incumbent directors and
director nominees attended the Company’s last annual
meeting of shareholders held on January 26, 2006.
In accordance with the Company’s Corporate Governance
Guidelines and applicable NYSE Rules, the non-management
directors of the Company met in executive session (without
management participation) at every regularly scheduled meeting
of the Board of Directors during the Company’s 2006 fiscal
year. The independent directors meet in executive session as
appropriate matters for their consideration arise but, in any
event, at least once a year. At its January 26, 2006
meeting, upon recommendation of the Governance and Nominating
Committee and with the support of management, the Board of
Directors elected Karen G. Mills to serve as Lead Independent
Director. Ms. Mills serves in this capacity at the pleasure
of the Board of Directors and will continue to so serve until
her successor is elected and qualified. Ms. Mills presides
at the executive sessions of the non-management directors and of
the independent directors.
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