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SMG » Topics » Policies and Procedures with Respect to Related Person Transactions

This excerpt taken from the SMG DEF 14A filed Dec 19, 2008.
Policies and Procedures with Respect to Related Person Transactions
 
On November 8, 2007, the Board of Directors adopted a written Related Person Transaction Policy (as amended on November 5, 2008, the “Related Person Policy”) to assist the Board of Directors in reviewing and approving or ratifying transactions with persons who are deemed “related persons” for purposes of Item 404(a) of SEC Regulation S-K (collectively, “related persons”) and to assist the Company in the preparation of the related person transaction disclosures required by the SEC. The Related Person Policy supplements the Company’s other policies that may apply to transactions with related persons, such as the Board of Directors’ Corporate Governance Guidelines and the Company’s Code of Business Conduct and Ethics. Any transaction, arrangement or relationship or series of similar transactions, arrangements or relationships (including any indebtedness or guarantee of indebtedness) in which (i) the aggregate amount involved will or may be expected to exceed $120,000 in any calendar year, (ii) the Company or one of its subsidiaries is a participant and (iii) any related person has or will have a direct or indirect interest, is within the scope of the Related Person Policy.
 
The Company’s directors and executive officers are required to provide prompt and detailed notice of any potential Related Person Transaction (as defined in the Related Person Policy) to the Chair of the Governance and Nominating Committee so that the Chair can analyze the particular transaction and determine whether the transaction constitutes a Related Person Transaction requiring compliance with the Related Person Policy. If the Chair determines that the transaction constitutes a Related Person Transaction, then the analysis and the Chair’s recommendation regarding the Related Person Transaction are presented to the Governance and Nominating Committee for consideration at its next regularly scheduled meeting. If advanced approval of a Related Person Transaction by the Governance and Nominating Committee is not feasible, then the Related Person Transaction is to be considered, and if the Governance and Nominating Committee determines it to be appropriate, ratified, at the Governance and Nominating Committee’s next regularly scheduled meeting. In addition, the Chair of the Governance and Nominating Committee has the authority to pre-approve or ratify (as applicable) any Related Person Transaction in which the aggregate amount expected to be involved is less than $1 million.
 
In reviewing a Related Person Transaction for approval or ratification, the Governance and Nominating Committee will take into account, among other factors it deems appropriate, whether the Related Person Transaction is on terms no less favorable to the Company or the applicable subsidiary than terms generally available to an unaffiliated third-party under the same or similar circumstances and the extent of the Related Person’s interest in the transaction.
 
No director may participate in the discussion or approval of any Related Person Transaction in which such director has a direct or indirect interest, other than to provide material information about the Related Person Transaction to the Governance and Nominating Committee.
 
The Governance and Nominating Committee will not approve or ratify a Related Person Transaction unless, after considering all relevant information, it has determined that the transaction is in, or is not inconsistent with, the Company’s or the applicable subsidiary’s best interests and the best interests of the Company’s shareholders. If a Related Person Transaction is ongoing, the Governance and Nominating Committee may establish guidelines for the Company’s management to follow in its ongoing dealings with the related person. Further, on at least an annual basis, the Governance and Nominating Committee will review


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and assess each ongoing Related Person Transaction to ensure that such Related Person Transaction remains appropriate and any established guidelines for the Related Person Transaction are being compiled with.
 
The following transactions have been deemed to be pre-approved for purposes of the Related Person Policy:
 
  •  ordinary course transactions not exceeding $120,000;
 
  •  executive officer compensation arrangements, provided that (a) the related compensation is required to be reported in the Company’s proxy statement pursuant to the compensation disclosure requirements of the SEC or (b) the executive officer is not an immediate family member of another executive officer or director of the Company, and the related compensation would have been reported in the Company’s proxy statement pursuant to the compensation disclosure requirements of the SEC if the executive officer was a “named executive officer,” and the Compensation Committee approved the compensation.
 
  •  director compensation arrangements approved by the Board of Directors, provided that the related compensation is required to be reported in the Company’s proxy statement pursuant to the compensation disclosure requirements of the SEC;
 
  •  transactions with other companies where the related person’s interest is solely as an employee (other than an executive officer), director or less than 10% owner of the other company, if the aggregate amount is less than $1 million or 2% of the other company’s total annual revenues;
 
  •  charitable contributions where the related person’s only relationship to the charitable organization, foundation or university is as an employee (other than an executive officer) or director, if the aggregate amount is less than $1 million or 2% of the charitable organization’s total annual receipts;
 
  •  transactions where the related person’s interest arises solely from the ownership of the Common Shares and all shareholders receive a proportional benefit (e.g. dividends);
 
  •  transactions involving competitive bids;
 
  •  regulated transactions; and
 
  •  certain banking-related services.
 
The Governance and Nominating Committee reviewed each of the Related Person Transactions discussed above, and after considering all of their relevant facts and circumstances, approved or ratified them for the 2008 fiscal year.
 
This excerpt taken from the SMG DEF 14A filed Dec 20, 2007.
Policies and Procedures with Respect to Related Person Transactions
 
On November 8, 2007, the Board of Directors adopted a written Related Person Transaction Policy (the “Related Person Policy”) to assist the Board in reviewing and approving or ratifying transactions with persons who are deemed “related persons” for purposes of Item 404(a) of SEC Regulation S-K (collectively, “related persons”) and to assist the Company in the preparation of related person transaction disclosures required by the SEC. The Related Person Policy supplements the Company’s other policies that may apply to transactions with related persons, such as the Board of Directors’ Corporate Governance Guidelines and the Company’s Code of Business Conduct and Ethics. Any transaction, arrangement or relationship or series of similar transactions, arrangements or relationships (including any indebtedness or guarantee of indebtedness) in which (i) the aggregate amount involved will or may be expected to exceed $100,000 in any calendar year, (ii) the Company or one of its subsidiaries is a participant and (iii) any related person has or will have a direct or indirect interest, is within the scope of the Related Person Policy.
 
The Company’s directors and executive officers are required to provide prompt and detailed notice of any purported Related Person Transaction (as defined in the Policy) to the Chair of the Governance and Nominating Committee for analysis, to determine whether the particular transaction constitutes a Related Person Transaction requiring compliance with the Related Person Policy. The analysis and recommendation are then presented to the Governance and Nominating Committee for consideration at its next regular meeting. If advance approval of a Related Person Transaction by the Governance and Nominating Committee is not feasible, then the Related Person Transaction is to be considered, and if the Governance and Nominating Committee determines it to be appropriate, ratified at the Committee’s next regularly scheduled meeting. In addition, the Chair of the Governance and Nominating Committee has the authority to pre-approve or ratify (as applicable) any Related Person Transaction in which the aggregate amount expected to be involved is less than $1 million.
 
In reviewing Related Person Transactions for approval or ratification, the Governance and Nominating Committee will take into account, among other factors it deems appropriate, whether the Related Person Transaction is on terms no less favorable than terms generally available to an unaffiliated third-party under the same or similar circumstances and the extent of the Related Person’s interest in the transaction.
 
No director may participate in the discussion or approval of any Related Person Transaction in which such director has a direct or indirect interest, other than to provide material information about the Related Person Transaction to the Governance and Nominating Committee.
 
The Governance and Nominating Committee will not approve or ratify a Related Person Transaction unless, after considering all relevant information, it has determined that the transaction is in, or in not inconsistent with, the Company’s best interests and the best interests of the Company’s shareholders. If a Related Person Transaction is ongoing, the Governance and Nominating Committee may establish guidelines for the Company’s management to follow in its ongoing dealings with the related person. Further, on at least an annual basis, the Governance and Nominating Committee will review and assess each ongoing Related Person Transaction to ensure that such Related Person Transaction remains appropriate and any established guidelines for the Related Person Transaction are being compiled with.
 
The following transactions have been deemed to be pre-approved for purposes of the Related Person Policy:
 
  •  ordinary course transactions not exceeding $100,000;
 
  •  executive officer compensation arrangements approved by the Company’s Compensation and Organization Committee;
 
  •  director compensation arrangements approved by the Board of Directors;
 
  •  transactions with other companies where the related person’s interest is solely as an non-executive officer employee, director or less than 10% owner, if the aggregate amount is less than $1 million or 2% of the other company’s total annual revenues;


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  •  charitable contributions where the related person’s only relationship is as an employee or director, if the aggregate amount is less than $1 million or 2% of the charitable organization’s total annual receipts;
 
  •  transactions where all shareholders receive a proportional benefit (e.g. dividends);
 
  •  transactions involving competitive bids;
 
  •  regulated transactions; and
 
  •  certain banking-related services.
 
The Governance and Nominating Committee reviewed each of the Related Person Transactions discussed above, and after considering all of their relevant facts and circumstances, ratified them for the 2007 fiscal year.
 

EXCERPTS ON THIS PAGE:

DEF 14A
Dec 19, 2008
DEF 14A
Dec 20, 2007

RELATED TOPICS for SMG:

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