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 Companys 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 Companys last annual meeting of shareholders held on January 26, 2006.
In accordance with the Companys 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 Companys 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.