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This excerpt taken from the SMG DEF 14A filed Dec 19, 2008. Meetings
of the Board and Board Member Attendance at Annual Meetings of
Shareholders
The Board of Directors held 19 regularly scheduled or special
meetings during the Company’s 2008 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 the total number of meetings held by the
committee(s) of the Board of Directors on which he or she
served, in each case during the period of the 2008 fiscal year
that such individual served as a director.
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 such annual meeting. All of
the 12 then incumbent directors and director nominees attended
the Company’s last annual meeting of shareholders held on
January 31, 2008.
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) in connection with each of the four
regularly scheduled meetings of the Board of Directors held
during the Company’s 2008 fiscal year. In addition, the
independent directors of the Company meet in executive session
as matters appropriate for their consideration arise but, in any
event, at least once a year.
This excerpt taken from the SMG DEF 14A filed Dec 20, 2007. Meetings
of the Board and Board Member Attendance at Annual Meetings of
Shareholders
The Board of Directors held 8 regularly scheduled or special
meetings during the Company’s 2007 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
and of the Board committees on which he or she served, in each
case during the period such director served in the 2007 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 25, 2007.
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) in connection with each of the 8
regularly scheduled meetings of the Board of Directors during
the Company’s 2007 fiscal year. In addition, the
independent directors of the Company meet in executive session
as appropriate matters for their consideration arise but, in any
event, at least once a year.
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