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This excerpt taken from the TFX DEF 14A filed Mar 27, 2009. The Board and
Board Committees
The Board held six meetings in 2008. Each of the directors
attended at least seventy-five percent of the total number of
Board meetings held in 2008. The Board does not have a formal
policy concerning attendance at its Annual Meeting of
Stockholders, but encourages all directors to attend. All of the
Board members attended the 2008 Annual Meeting of Stockholders.
The Board has established a Governance Committee, a Compensation
Committee and an Audit Committee.
Governance
Committee
The Governance Committee is responsible for identifying
qualified individuals for Board membership and recommending
individuals for nomination to the Board and its committees. In
addition, the Governance Committee reviews and makes
recommendations to the Board as to the size and composition of
the Board and Board committees and eligibility criteria for
Board and Board committee membership. The Governance Committee
also is responsible for developing and recommending corporate
governance principles to the Board and overseeing the evaluation
of the Board and management.
The Governance Committee considers candidates for Board
membership. Our Corporate Governance Principles provide that
directors are expected to possess the highest character and
integrity, and to have business, professional, academic,
government or other experience which is relevant to our business
and operations. In addition, directors must be able to devote
substantial time to our affairs. The charter of the Governance
Committee provides that in evaluating nominees, the Governance
Committee should consider the attributes set forth above. Under
our Corporate Governance Principles, a director must retire from
the Board at the expiration of his or her term following
attainment of age 70, except in special circumstances that
must be described in a resolution adopted by the Board
requesting such director to defer retirement.
During 2008, we retained a third-party search firm to assist in
identifying and evaluating potential director candidates. This
third-party search firm identified and assisted in evaluating
Stuart A. Randle as a candidate for the Board.
The Governance Committee will consider recommendations for
director candidates from stockholders. Stockholders can
recommend candidates for nomination by delivering or mailing
written recommendations to Teleflex Incorporated, 155 South
Limerick Road, Limerick, Pennsylvania 19468, Attention:
Secretary. In order to enable consideration of the candidate in
connection with our 2010 Annual Meeting, a stockholder must
submit the following information by November 27, 2009:
In considering any candidate proposed by a stockholder, the
Governance Committee will reach a conclusion based on the
criteria described above. The Governance Committee may seek
additional information regarding the candidate. After full
consideration, the stockholder proponent will be notified of the
decision of the Governance Committee. The Governance Committee
will consider all potential candidates in the same manner
regardless of the source of the recommendation.
The current members of the Governance Committee are
Mrs. Barron and Messrs. Cook, Lubsen and Klasko.
Mrs. Barron currently serves as the chair of the Governance
Committee. The
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Governance Committee held six meetings in 2008. Each of the
members of the Governance Committee attended at least
seventy-five percent of the total number of Governance Committee
meetings held in 2008.
Compensation
Committee
The duties and responsibilities of the Compensation Committee
include, among others, the following:
The current members of the Compensation Committee are
Messrs. Graves, Smith and Yoh. Mr. Smith currently
serves as the chair of the Compensation Committee. The
Compensation Committee held seven meetings in 2008. Each of the
members of the Compensation Committee attended at least
seventy-five percent of the total number of Compensation
Committee meetings held in 2008.
Audit
Committee
The Audit Committee has responsibility to assist the Board in
its oversight of the following matters, among others:
The Audit Committee has sole authority to appoint, retain,
compensate, evaluate and terminate the independent registered
public accounting firm, and reviews and approves in advance all
audit and lawfully permitted non-audit services performed by the
independent registered public accounting firm. In addition, the
Audit Committee periodically meets separately with management,
our independent
Table of Contents
registered public accounting firm and our own internal auditors.
The Audit Committee also periodically discusses with management
our policies with respect to risk assessment and risk management.
Stockholders may contact our Audit Committee to report
complaints about our accounting, internal accounting controls or
auditing matters by writing to the following address: Teleflex
Incorporated, 155 South Limerick Road, Limerick, Pennsylvania
19468, Attention: Audit Committee. Stockholders can report their
concerns to the Audit Committee anonymously or confidentially.
The current members of the Audit Committee are
Messrs. Cook, Babich and Zug. Mr. Zug currently serves
as the chair of the Audit Committee. The Audit Committee held
six meetings in 2008. Each of the members of the Audit Committee
attended at least seventy-five percent of the total number of
Audit Committee meetings held in 2008. The Board has determined
that each of the Audit Committee members is an “audit
committee financial expert” as that term is defined in SEC
regulations.
This excerpt taken from the TFX DEF 14A filed Mar 21, 2008. The Board and
Board Committees
The Board held eleven meetings in 2007. Each of the directors
attended at least seventy-five percent of the total number of
Board meetings held in 2007. The Board does not have a formal
policy concerning attendance at its Annual Meeting of
Stockholders but encourages all directors to attend. All of the
Board members attended the 2007 Annual Meeting of Stockholders.
The Board has established a Governance Committee, a Compensation
Committee and an Audit Committee.
Governance
Committee
The Governance Committee is responsible for identifying
qualified individuals for board membership and recommending
individuals for nomination to the Board and its committees. In
addition, the Governance Committee reviews and makes
recommendations to the Board as to the size and composition of
the Board and Board committees and eligibility criteria for
Board and Board committee membership. The Governance Committee
is also responsible for developing and recommending corporate
governance principles to the Board and overseeing the evaluation
of the Board and management.
The Governance Committee considers candidates for Board
membership. Our Corporate Governance Principles provide that
directors are expected to possess the highest character and
integrity, and to have business, professional, academic,
government or other experience which is relevant to our business
and operations. In addition, directors must be able to devote
substantial time to our affairs. The charter of the Governance
Committee provides that in evaluating nominees, the Governance
Committee should consider the attributes set forth above. Under
our Corporate Governance Principles, a director must retire from
the Board at the expiration of his or her term following
attainment of age 70, except in special circumstances which
shall be described in a resolution adopted by the Board
requesting such director to defer retirement.
The Governance Committee will consider recommendations for
director candidates from stockholders. Stockholders can
recommend candidates for nomination by delivering or mailing
written recommendations to Teleflex Incorporated, 155 South
Limerick Road, Limerick, Pennsylvania 19468, Attention:
Secretary. In order to enable consideration of the candidate in
connection with our 2009 Annual Meeting, a stockholder must
submit the following information by December 1, 2008:
In considering any candidate proposed by a stockholder, the
Governance Committee will reach a conclusion based on the
criteria described above. The Governance Committee may seek
additional information regarding the candidate. After full
consideration, the stockholder proponent will be notified of the
decision of the Governance Committee. The Governance Committee
will consider all potential candidates in the same manner
regardless of the source of the recommendation.
The current members of the Governance Committee are
Mrs. Barron and Messrs. Graves and Cook.
Mrs. Barron currently serves as the chair of the Governance
Committee. The Governance Committee held five meetings in 2007.
Each of the members of the Governance Committee attended at
least seventy-five percent of the total number of Governance
Committee meetings held in 2007.
Table of Contents
Compensation
Committee
The duties and responsibilities of the Compensation Committee
include, among others, the following:
The current members of the Compensation Committee are Mrs. von
Seldeneck and Messrs. Lubsen, Smith and Yoh.
Mr. Lubsen currently serves as the chair of the
Compensation Committee. The Compensation Committee held five
meetings in 2007. Each of the members of the Compensation
Committee attended at least seventy-five percent of the total
number of Compensation Committee meetings held in 2007.
Audit
Committee
The Audit Committee has responsibility to assist the Board in
its oversight of the following matters, among others:
The Audit Committee has sole authority to appoint, retain,
compensate, evaluate and terminate the independent auditors, and
reviews and approves in advance all audit and lawfully permitted
non-audit services performed by the independent registered
public accounting firm. In addition, the Audit Committee
oversees the performance of the persons performing our internal
audit function; and periodically meets separately with
management, our independent auditors and our own internal
auditors. The Audit Committee also periodically discusses with
management our policies with respect to risk assessment and risk
management.
Stockholders may contact our Audit Committee to report
complaints about our accounting, internal accounting controls or
auditing matters by writing to the following address: Teleflex
Table of Contents
Incorporated, 155 South Limerick Road, Limerick, Pennsylvania
19468, Attention: Audit Committee. Stockholders can report their
concerns to the Audit Committee anonymously or confidentially.
The current members of the Audit Committee are
Messrs. Cook, Babich and Zug. Mr. Zug currently serves
as the chair of the Audit Committee. The Audit Committee held
nine meetings in 2007. Each of the members of the Audit
Committee attended at least seventy-five percent of the total
number of Audit Committee meetings held in 2007. The Board has
determined that each of the Audit Committee members is an
“audit committee financial expert” as that term is
defined in SEC regulations.
This excerpt taken from the TFX DEF 14A filed Mar 29, 2007. The Board and
Board Committees
The Board held eight meetings in 2006. The Board does not have a
formal policy concerning attendance at its Annual Meeting of
Stockholders but encourages all directors to attend. All of the
Board members except Harold L. Yoh III attended the 2006
Annual Meeting of Stockholders.
The Board has established a Governance Committee, a Compensation
Committee and an Audit Committee.
Table of Contents
Governance
Committee
The members of the Governance Committee are Mrs. Barron and
Messrs. Lubsen and Cook. The Governance Committee is
responsible for identifying qualified individuals for board
membership and recommending individuals for nomination to the
Board and its committees. In addition, the Governance Committee
reviews and makes recommendations to the Board as to changes in
Board structure, the range of qualifications that should be
represented on the Board and eligibility criteria for individual
Board membership. The Governance Committee is also responsible
for developing and recommending corporate governance principles
to the Board and overseeing the evaluation of the Board and
management.
The Governance Committee held five meetings in 2006. The
Governance Committee considers candidates for Board membership.
Our Corporate Governance Principles provide that directors are
expected to possess the highest character and integrity, and to
have business, professional, academic, government or other
experience which is relevant to our business and operations. In
addition, directors must be able to devote substantial time to
our affairs. The charter of the Governance Committee provides
that in evaluating nominees, the Governance Committee should
consider the attributes set forth above. Under our Corporate
Governance Principles, a director must retire from the Board at
the expiration of his or her term following attainment of
age 70, except in special circumstances which shall be
described in a resolution adopted by the Board requesting such
director to defer retirement.
To assist the Governance Committee to identify candidates for
nomination as directors, the committee sometimes employs a third
party search firm and also receives recommendations of
candidates from Board members. Mr. Graves was initially
recommended by a current member of the Board.
In addition, the Governance Committee will consider
recommendations for director candidates from stockholders.
Stockholders can recommend candidates for nomination by
delivering or mailing written notice of nominations to Teleflex
Incorporated, 155 South Limerick Road, Limerick, Pennsylvania
19468, Attention: Secretary. In order to enable consideration of
the candidate in connection with our 2008 Annual Meeting, a
stockholder must submit the following information by
December 1, 2007:
In considering any candidate proposed by a stockholder, the
Governance Committee will reach a conclusion based on the
criteria described above. The Governance Committee may seek
additional information regarding the candidate. After full
consideration, the stockholder proponent will be notified of the
decision of the Governance Committee. The Governance Committee
will consider all potential candidates in the same manner
regardless of the source of the recommendation.
Compensation
Committee
The members of the Compensation Committee are Mrs. von
Seldeneck and Messrs. Lubsen, Smith and Yoh. The duties and
responsibilities of the Compensation Committee include, among
other things, the following:
Table of Contents
The Compensation Committee held seven meetings in 2006.
Audit
Committee
The members of the Audit Committee are Messrs. Cook, Babich
and Zug. The Audit Committee has responsibility to, among other
things, assist the Board in its oversight of the following
matters:
The Audit Committee has sole authority to appoint retain,
compensate, evaluate and terminate the independent auditors, and
reviews and approves in advance all audit and lawfully permitted
non-audit services performed by the independent auditors. In
addition, the Audit Committee oversees the performance of the
persons performing our internal audit function; and meets
separately, periodically, with management, our independent
auditors and our own internal auditors. The Audit Committee also
periodically discusses with management our policies with respect
to risk assessment and risk management.
Stockholders may contact our Audit Committee to report
complaints about our accounting, internal accounting controls or
auditing matters by writing to the following address: Teleflex
Incorporated, 155 South Limerick Road, Limerick, Pennsylvania
19468, Attention: Audit Committee. Stockholders can report their
concerns to the Audit Committee anonymously or confidentially.
The Board has determined that the three Audit Committee members,
Messrs. Babich, Cook and Zug, meet the criteria of an
“audit committee financial expert” as that term is
defined in SEC regulations.
The Audit Committee held seven meetings in 2006.
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