This excerpt taken from the SEH DEF 14A filed Jan 31, 2006.
BOARD OF DIRECTORS
The listing standards of the New York Stock Exchange include a set of Corporate Governance Standards applicable to NYSE listed companies. Among other things, the NYSE Corporate Governance Standards require a majority of the Board and all members of the Audit, Compensation and Governance Committees to be independent as defined by the NYSE. Pursuant to the NYSE Corporate Governance Standards, the Board has adopted a set of Corporate Governance Guidelines setting forth certain internal governance policies and rules as well as a Director Independence Policy implementing the NYSE director independence requirements. The Corporate Governance Guidelines and Director Independence Policy are set forth in the Investor Relations/Corporate Governance section of the Companys website at www.spartech.com, and a printed copy will be provided to any shareholder on request.
The Board has determined that all of the Companys directors other than Messrs. Abd, Martin and Scherrer meet all applicable independence standards and therefore qualify as independent directors.
The Board of Directors held eleven regular meetings during fiscal 2005. Every incumbent director attended at least 75% of the aggregate number of formal meetings of the Board and the committees on which the director served which were held while he or she was a director. Because the Company schedules its spring meeting of the Board of Directors in conjunction with the Annual Meeting of Shareholders, the Companys directors are expected to and normally do attend each Annual Meeting. The 2005 Annual Meeting was attended by all nine directors then serving.
Pursuant to the NYSE Corporate Governance Standards, the Board holds regularly scheduled executive sessions without management, and at least annually schedules an executive session with only independent directors. Mr. Robinson, as Chairman of the Board, presides over these meetings.