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This excerpt taken from the SMG DEF 14A filed Dec 19, 2008. Nominations
of Directors
As described below, the Company has a standing Governance and
Nominating Committee that has responsibility for, among other
things, providing oversight on the broad range of issues
surrounding the composition and operation of the Board of
Directors, including identifying candidates qualified to become
directors and recommending director nominees to the Board of
Directors.
The Board of Directors, taking into account the recommendations
of the Governance and Nominating Committee, selects nominees to
stand for election as directors. In considering Governance and
Nominating
Table of Contents
Committee-recommended candidates for the Board of Directors, the
Governance and Nominating Committee evaluates the entirety of
each candidate’s credentials and does not have any specific
eligibility requirements or minimum qualifications that
candidates must meet. The Governance and Nominating Committee
may consider any factors it deems appropriate when considering
candidates for the Board of Directors, including a
candidate’s: judgment; skill; diversity; strength of
character; experience with businesses and organizations of
comparable size or scope; experience as an executive of, or
advisor to, a publicly-traded or private company; experience and
skill relative to other members of the Board of Directors;
specialized knowledge or experience; and desirability of the
candidate’s membership on the Board of Directors and any
committees of the Board of Directors.
While, under the Company’s Corporate Governance Guidelines,
in general, a director is not eligible to stand for re-election
once he or she has reached the age of 72, the Governance and
Nominating Committee and the Board of Directors will review
individual circumstances and may from time to time choose to
renominate a director who is 72 or older. Although he was then
older than 72, the Board of Directors chose to nominate Joseph
P. Flannery for re-election to the Board at the Company’s
2007 Annual Meeting of Shareholders because his expertise and
knowledge made him a valuable candidate.
The Governance and Nominating Committee considers candidates for
the Board of Directors from any reasonable source, including
current directors, management and shareholder recommendations,
and does not evaluate candidates differently based on the source
of the recommendation. Pursuant to its written charter, the
Governance and Nominating Committee has the authority to retain
consultants and search firms to assist in the process of
identifying and evaluating director candidates and to approve
the fees and other retention terms of any such consultant or
search firm.
Shareholders may recommend director candidates for consideration
by the Governance and Nominating Committee by giving written
notice of the recommendation to the Corporate Secretary of the
Company. The recommendation should include the candidate’s
name, age, business address and principal occupation or
employment, as well as a description of the candidate’s
qualifications, attributes and other skills. A written statement
from the candidate consenting to serve as a director, if so
elected, should accompany any such recommendation.
This excerpt taken from the SMG DEF 14A filed Dec 20, 2007. Nominations
of Directors
As described below, the Company has a standing Governance and
Nominating Committee that has responsibility for, among other
things, providing oversight on the broad range of issues
surrounding the composition and operation of the Board of
Directors, including identifying candidates qualified to become
directors and recommending director nominees to the Board.
When considering candidates for the Board of Directors, the
Governance and Nominating Committee evaluates the entirety of
each candidate’s credentials and does not have any specific
eligibility requirements or minimum qualifications that must be
met by a Governance and Nominating Committee-recommended
nominee. However, under the Company’s Corporate Governance
Guidelines, in general, a director is not eligible to stand for
re-election once he or she has reached the age of 72. The
Governance and Nominating Committee and the full Board of
Directors will review individual circumstances and may from time
to time choose to renominate a director who is 72 or older.
Although he was then older than 72, the Board of Directors chose
to nominate Joseph P. Flannery for re-election to the Board at
the Company’s 2007 Annual Meeting of Shareholders because
his expertise and knowledge made him a valuable candidate. The
Governance and Nominating Committee may consider any factors it
deems appropriate when considering candidates for the Board of
Directors, including a candidate’s: judgment; skill;
diversity; strength of character; experience with businesses and
organizations of comparable size or scope; experience as an
executive of, or advisor to, a publicly-traded or private
company; experience and skill relative to other members of the
Board
of Directors; specialized knowledge or experience; and
desirability of the candidate’s membership on the Board of
Directors and any committees of the Board of Directors.
The Governance and Nominating Committee considers candidates for
the Board of Directors from any reasonable source, including
current directors, management and shareholder recommendations,
and does not evaluate candidates differently based on who has
made the recommendation. The Board of Directors, taking into
account the recommendations of the Governance and Nominating
Committee, selects nominees to stand for election as directors.
Pursuant to its written charter, the Governance and Nominating
Committee has the authority to retain consultants and search
firms to assist in the process of identifying and evaluating
candidates and to approve the fees and other retention terms for
any such consultant or search firm. During the Company’s
fiscal year ended September 30, 2007 (the “2007 fiscal
year”) through the date of this Proxy Statement, the
Company paid $106,500 to the search firm Christian and Timbers,
LLC for assistance with the evaluation and selection process for
the Company’s director search.
Shareholders may recommend director candidates for consideration
by the Governance and Nominating Committee by giving written
notice of the recommendation to the Corporate Secretary of the
Company. The recommendation should include the candidate’s
name, age, business address and principal occupation or
employment, as well as a description of the candidate’s
qualifications, attributes and other skills. A written statement
from the candidate consenting to serve as a director, if so
elected, should accompany any such recommendation.
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