UIL » Topics » Board Committees

This excerpt taken from the UIL DEF 14A filed Apr 1, 2009.

Board Committees

A substantial amount of the analysis and work of the Board is done by standing Board committees. Each director is expected to participate actively in the meetings of each committee to which the director is appointed.

The Board has established the following standing committees in addition to an Executive Committee:

Audit Committee: The Audit Committee’s functions include: assisting Board oversight of the integrity of the Corporation’s financial statements; assisting Board oversight of the Corporation’s compliance with legal and regulatory requirements, including monitoring the integrity of the Corporation’s reporting standards and systems of internal controls regarding finance, accounting and legal matters; retention and termination of independent auditors to conduct the annual audit; approval of non-audit relationships with the independent auditors; assisting Board oversight by monitoring the qualifications, independence, performance and scope of examination of the Corporation’s independent auditors; assisting Board oversight by monitoring the performance of the Corporation’s internal audit function; providing an avenue of communication among the Corporation’s independent auditors, management and the Board of Directors; and reviewing the quarterly and annual financial statements and the annual audit report.

 

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Compensation and Executive Development Committee (“CEDC”): The CEDC’s functions include: discharging the responsibilities of the Board relating to compensation of the Corporation’s executives; ensuring that the officers of the Corporation are appropriately compensated by establishing competitive executive compensation policies that are targeted to comparable companies, and by establishing other supplemental compensation and benefit programs all of which are deemed internally equitable, externally competitive and are designed to align the interests of such officers with those of the Corporation’s shareowners; making recommendations to the Board regarding the selection of the Corporation’s CEO and reviewing the CEO’s nominees for other officers of the Corporation and its affiliates; evaluating the annual performance of the Corporation’s CEO; reviewing management development and succession matters; and administering aspects of compensation plans and stock plans and amending or recommending changes in such plans.

Corporate Governance and Nominating Committee (“Governance Committee”): The Governance Committee’s functions include: identifying individuals who are qualified to be nominated to the Board; making recommendations to the Board relating to the Corporation’s selection and nomination of Directors; reviewing and recommending to the Board the compensation of non-management directors; developing and recommending to the Board a set of corporate governance standards applicable to the Corporation; reviewing corporate governance trends, issues and best practices; and making recommendations to the Board regarding the adoption of best practices most appropriate for the governance of the affairs of the Board and the Corporation, including any recommended amendments to the Corporation’s corporate governance standards.

Finance Committee: The Finance Committee reviews financial decisions and transactions necessary to execute operating and strategic plans, and is the investment committee for the funded employee benefit plans and for any trusts established in connection with non-qualified deferred compensation plans. The Finance Committee is responsible for carrying out the Board’s duties in connection with the investment and management of plan assets held on behalf of the funded employee benefits plans and programs sponsored by the Corporation and its affiliates. At least annually, the Finance Committee examines the Corporation’s budget, projected income, cash flow and capital structure.

Charters: Each standing committee shall have a Board-approved written charter detailing its purposes, duties and responsibilities. Each committee should periodically review its charter and recommend to the Board changes to the charter as appropriate. The Board may also establish other committees from time to time to address specific issues.

Composition of Committees: Only directors deemed by the Board to be independent in accordance with applicable law, listing standards of the NYSE and the Corporation’s independence standards may serve on the Audit Committee, CEDC and Governance Committee. In addition, the composition of the committees will be reviewed annually to ensure that each of its members meets the independence criteria set forth in applicable rules and regulations of the Securities and Exchange Commission, NYSE and Internal Revenue Service and the Corporation’s independence standards. Unless otherwise required by law or regulation, each standing committee shall have a minimum of three members.

The Non-Executive Chair of the Board shall be a member and Chair of the Executive Committee, and shall attend meetings of all other committees of the Board as appropriate. The Chief Executive Officer shall be a member of the Executive Committee, and shall attend meetings of all other committees of the Board as appropriate.

A committee member may resign without prior notice to the chair of the committee. The Board may remove a committee member without prior notice to the member.

Assignment and Rotation of Committee Members: The Governance Committee recommends to the Board the membership and chairs of the various committees, and the Board makes such committee assignments. In making its recommendations to the Board, the Governance Committee takes into consideration the continuity, subject matter expertise, tenure and experience of the individual Board members.

Committee Agendas/Reports to the Board: Appropriate members of management and staff will prepare draft agendas and related background information for each committee meeting which, to the extent desired by the relevant committee chair, will be reviewed and approved by such chair in advance of distribution to the other committee members. Background materials, together with such agenda, should be distributed to committee members

 

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in advance of the meeting for their review and discussion. In addition, each committee member may suggest items for inclusion on the agenda and to raise at any committee meeting subjects within the scope of the committee’s responsibilities that are not on the agenda for that meeting. Agendas for committee meetings shall include provision for executive sessions consisting of only non-management directors. Reports on the items considered at each committee meeting are to be furnished to the full Board at its next meeting. In addition, all directors are to be furnished copies of the minutes of all committee meetings.

This excerpt taken from the UIL DEF 14A filed Apr 4, 2008.

Board Committees

A substantial amount of the analysis and work of the Board is done by standing Board committees. Each Director is expected to participate actively in the meetings of each committee to which the Director is appointed.

The Board has established the following standing committees in addition to an Executive Committee:

Audit Committee: The Audit Committee’s functions include: assisting Board oversight of the integrity of the Company’s financial statements; assisting Board oversight of the Company’s compliance with legal and regulatory requirements, including monitoring the integrity of the Company’s reporting standards and systems of internal controls regarding finance, accounting and legal matters; retention and termination of independent auditors to conduct the annual audit; approval of non-audit relationships with the independent auditors; assisting Board oversight by monitoring the qualifications, independence, performance and scope of examination of the Company’s

 

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Table of Contents

independent external auditors; assisting Board oversight by monitoring the performance of the Company’s internal audit function; providing an avenue of communication among the Company’s independent external auditors, management and the Board of Directors; and reviewing the quarterly and annual financial statements and the annual audit report.

Compensation and Executive Development Committee (“CEDC”): The CEDC’s functions include: discharging the responsibilities of the Board relating to compensation of the Company’s executives; ensuring that the officers of the Company are appropriately compensated by establishing competitive executive compensation policies that are targeted to comparable companies, and by establishing other supplemental compensation and benefit programs all of which are deemed internally equitable, externally competitive and are designed to align the interests of such officers with those of the Company’s shareowners; making recommendations to the Board regarding the selection of the Company’s CEO and reviewing the CEO’s nominees for other officers of the Company and its affiliates; evaluating the annual performance of the Company’s CEO; reviewing management development and succession matters; and administering aspects of compensation plans and stock plans and amending or recommending changes in such plans.

Corporate Governance and Nominating Committee (“Governance Committee”): The Governance Committee’s functions include: identifying individuals who are qualified to be nominated to the Board; making recommendations to the Board relating to the Company’s selection and nomination of Directors; reviewing and establishing the compensation of non-executive members of the Board; developing and recommending to the Board a set of corporate governance standards applicable to the Company; reviewing corporate governance trends, issues and best practices; and making recommendations to the Board regarding the adoption of best practices most appropriate for the governance of the affairs of the Board and the Company, including any recommended amendments to the Company’s corporate governance standards.

Finance Committee: The Finance Committee provides Board level review of financial decisions and transactions necessary to execute operating and strategic plans, and is the investment committee for the funded employee benefit plans and for any rabbi or other trusts established in connection with non-qualified deferred compensation plans. The Finance Committee is responsible for carrying out the Board’s duties in connection with the investment and management of plan assets held on behalf of the funded employee benefits plans and programs sponsored by the Company and its affiliates. At least annually, the Finance Committee examines the Company’s budget, projected income, cash flow and capital structure.

Charters:

Each standing committee shall have a Board-approved written charter detailing its purposes, duties and responsibilities. Each committee should periodically review its charter and recommend to the Board changes to the charter as appropriate. The Board may also establish other committees from time to time to deal with specific issues.

Composition of Committees: Only Directors deemed by the Board to be independent in accordance with applicable law and listing standards of the NYSE may serve on the Audit Committee, CEDC and Governance Committee. In addition, the composition of the Committees will be reviewed annually to ensure that each of its members meets the independence criteria set forth in applicable rules and regulations of the Securities and Exchange Commission, NYSE and Internal Revenue Service. Unless otherwise required by law or regulation, each standing committee shall have a minimum of three members.

The Non-Executive Chair of the Board shall be a member and Chair of the Executive Committee. Any management Director, including the Chief Executive Officer, shall be a member of the Executive Committee, if such exists, and shall attend meetings of all other committees of the Board as appropriate.

A committee member may resign without prior notice to the chair of the committee. The Board may remove a committee member without prior notice to the member.

Assignment and Rotation of Committee Members: The Governance Committee recommends to the Board the membership and chairs of the various committees, and the Board makes such committee assignments. In making its recommendations to the Board, the Governance Committee takes into consideration the continuity, subject matter expertise, tenure and experience of the individual Board members.

 

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Table of Contents

Committee Agendas/Reports to the Board: Appropriate members of management and staff will prepare draft agendas and related background information for each committee meeting which, to the extent desired by the relevant committee chair, will be reviewed and approved by such chair in advance of distribution to the other committee members. Background materials, together with such agenda, should be distributed to committee members in advance of the meeting for their review and discussion. In addition, each committee member may suggest items for inclusion on the agenda and to raise at any committee meeting subjects within the scope of the committee’s responsibilities that are not on the agenda for that meeting. Agendas for committee meetings shall include provision for executive sessions consisting of only non-management Directors at least two times per year. Reports on the items considered at each committee meeting are to be furnished to the full Board at its next meeting. In addition, all Directors are to be furnished copies of the minutes of all committee meetings.

This excerpt taken from the UIL DEF 14A filed Apr 5, 2007.

Board Committees

A substantial amount of the analysis and work of the Board is done by standing Board Committees. Directors are expected to participate actively in the meetings of each Committee to which the Director is appointed.

a. The Board has established the following mandatory standing Committees:

(1) Audit Committee: The Committee’s functions include: assisting Board oversight of the integrity of the Company’s financial statements; assisting Board oversight of the Company’s compliance with legal and regulatory requirements, including monitoring the integrity of the Company’s reporting standards and systems of internal controls regarding finance, accounting and legal matters; retention and termination of independent auditors to conduct the annual audit; approval of non-audit relationships with the independent auditors; assisting Board oversight by monitoring the qualifications, independence, performance and scope of examination of the Company’s independent external auditors; assisting Board oversight by monitoring the performance of the Company’s internal audit function; providing an avenue of communication among the Company’s independent external auditors, management and the Board of Directors; and reviewing the quarterly and annual financial statements and the annual audit report.

(2) Compensation and Executive Development Committee: The Committee’s functions include: discharging the responsibilities of the Board relating to compensation of the Company’s executives; ensuring that the officers of the Company are appropriately compensated by establishing competitive executive compensation policies that are targeted to comparable companies, and by establishing other supplemental compensation and benefit programs all of which are deemed internally equitable, externally competitive and are designed to align the interests of such officers with those of the Company’s shareowners; making recommendations to the Board regarding the selection of the Company’s CEO and review the CEO’s nominees for other officers of the Company; evaluating the annual performance of the Company’s CEO; reviewing management development and succession matters; and administering aspects of compensation plans and stock plans and recommending changes in such plans.

 

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(3) Corporate Governance and Nominating Committee: The Committee’s functions include: identifying individuals who are qualified to become members of the Board; making recommendations to the Board relating to the Company’s selection and nomination of Directors; reviewing and establishing the compensation of non-executive members of the Board; developing and recommending to the Board a set of corporate governance principles applicable to the Company; reviewing corporate governance trends, issues and best practices; and making recommendations to the Board regarding the adoption of best practices most appropriate for the governance of the affairs of the Board and the Company, including any recommended amendments to the Company’s corporate governance principles.

Each standing Committee shall have a Board-approved written charter detailing its purposes, duties and responsibilities. The Board may also establish other Committees from time to time to deal with specific issues.

b. Composition of Committee: Only Directors deemed by the Board to be independent in accordance with applicable law and listing standards of the NYSE may serve on the Audit, Compensation and Executive Development and Corporate Governance and Nominating Committees. In addition, the composition of the Committees will be reviewed annually to ensure that each of its members meets the criteria set forth in applicable rules and regulations of the Securities and Exchange Commission, NYSE and Internal Revenue Service.

c. Assignment and Rotation of Committee Members: The Corporate Governance and Nominating Committee recommends to the Board the membership of the various Committees and their Chairperson and the Board approves such Committee assignments. In making its recommendations to the Board, the Corporate Governance and Nominating Committee takes into consideration the continuity, subject matter expertise, tenure and experience of the individual Board members.

Committee Agendas/Reports to the Board: Appropriate members of management and staff will prepare draft agendas and related background information for each Committee meeting which, to the extent desired by the relevant Committee Chairperson, will be reviewed and approved by such Chairperson in advance of distribution to the other Committee members. Any background materials, together with such agenda, should be distributed to Committee members in advance of the meeting for their review and discussion. In addition, each Committee member is free to suggest items for inclusion on the agenda and to raise at any Committee meeting subjects that are not on the agenda for that meeting. Reports on the items considered at each Committee meeting are to be furnished to the full Board at its next meeting. In addition, all Directors are to be furnished copies of each Committee’s minutes.

This excerpt taken from the UIL DEF 14A filed Apr 6, 2006.

Board Committees

A substantial amount of the analysis and work of the Board is done by standing Board Committees. Directors are expected to participate actively in the meetings of each Committee to which the Director is appointed.

The Board has established the following mandatory standing Committees:

Audit Committee: The Audit Committee will have a minimum of three members. The Committee’s functions include: assisting Board oversight of the integrity of the Company’s financial statements; assisting Board oversight of the Company’s compliance with legal and regulatory requirements, including monitoring the integrity of the Company’s reporting standards and systems of internal controls regarding finance, accounting and legal matters; retention and termination of independent auditors to conduct the annual audit; approval of non-audit relationships with the independent auditors; assisting Board oversight by monitoring the qualifications, independence, performance and scope of examination of the Company’s independent external auditors; assisting Board oversight by monitoring the performance of the Company’s internal audit function; providing an avenue of communication among the Company’s independent external auditors, management and the Board of Directors; and reviewing the quarterly and annual financial statements and the annual audit report.

Compensation and Executive Development Committee: The Committee’s functions include: discharging the responsibilities of the Board relating to compensation of the Company’s executives; ensuring that the officers of the Company are appropriately compensated by establishing competitive executive compensation policies that are targeted to comparable companies, and by establishing other supplemental compensation and benefit programs all of which are deemed internally equitable, externally competitive and are designed to align the interests of such officers with those of the Company’s shareowners; making recommendations to the Board regarding the selection of the Company’s CEO and review the CEO’s nominees for other officers of the Company; evaluating the annual performance of the Company’s CEO; reviewing management development and succession matters; and administering aspects of compensation plans and stock plans and recommending changes in such plans.

Corporate Governance and Nominating Committee: The Committee’s functions include: identifying individuals who are qualified to become members of the Board; making recommendations to the Board relating to the Company’s selection and nomination of Directors; reviewing and establishing the compensation of non-employee members of the Board; developing and recommending to the Board a set of corporate governance principles applicable to the Company; reviewing corporate governance trends, issues and best practices; and making recommendations to the Board regarding the adoption of best practices most appropriate for the governance of the affairs of the Board and the Company, including any recommended amendments to the Company’s corporate governance principles.

Each standing Committee shall have a Board-approved written charter detailing its purposes, duties and responsibilities. The Board may also establish other Committees from time to time to deal with specific issues.

Composition of Committee: Only Directors deemed by the Board to be independent in accordance with applicable law and listing standards of the NYSE may serve on the Audit, Compensation and Executive Development and Corporate Governance and Nominating Committees. In addition, the composition of the Committees will be reviewed annually to ensure that each of its members meets the criteria set forth in applicable rules and regulations of the Securities and Exchange Commission, NYSE and Internal Revenue Service.

 

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Assignment and Rotation of Committee Members: The Corporate Governance and Nominating Committee recommends to the Board the membership of the various Committees and their Chairperson and the Board approves such Committee assignments. In making its recommendations to the Board, the Corporate Governance and Nominating Committee takes into consideration the continuity, subject matter expertise, tenure and experience of the individual Board members.

Committee Agendas/Reports to the Board: Appropriate members of management and staff will prepare draft agendas and related background information for each Committee meeting which, to the extent desired by the relevant Committee Chairperson, will be reviewed and approved by such Chairperson in advance of distribution to the other Committee members. Any background materials, together with such agenda, should be distributed to Committee members in advance of the meeting for their review and discussion. In addition, each Committee member is free to suggest items for inclusion on the agenda and to raise at any Committee meeting subjects that are not on the agenda for that meeting. Reports on the items considered at each Committee meeting are to be furnished to the full Board at its next meeting. In addition, all Directors are to be furnished copies of each Committee’s minutes.

This excerpt taken from the UIL DEF 14A filed Apr 7, 2005.

Board Committees

 

A substantial amount of the analysis and work of the Board is done by standing Board Committees. Directors are expected to participate actively in the meetings of each Committee to which the Director is appointed.

 

The Board has established the following mandatory standing Committees:

 

Audit Committee: The Audit Committee will have a minimum of three members. The Committee’s functions include: assisting Board oversight of the integrity of the Company’s financial statements; assisting Board oversight of the Company’s compliance with legal and regulatory requirements, including monitoring the integrity of the Company’s reporting standards and systems of internal controls regarding finance, accounting and legal matters; retention and termination of independent auditors to conduct the annual audit; approval of non-audit relationships with the independent auditors; assisting Board oversight by monitoring the qualifications, independence, performance and scope of examination of the Company’s independent external auditors; assisting Board oversight by monitoring the performance of the Company’s internal audit function; providing an avenue of communication among the Company’s independent external auditors, management and the Board of Directors; and reviewing the quarterly and annual financial statements and the annual audit report.

 

Compensation and Executive Development Committee: The Committee’s functions include: discharging the responsibilities of the Board relating to compensation of the Company’s executives; ensuring that the officers of the Company are appropriately compensated by establishing competitive executive compensation policies that are targeted to comparable companies, and by establishing other supplemental compensation and benefit programs all of which are deemed internally equitable, externally competitive and are designed to align the interests of such officers with those of the Company’s shareowners; making recommendations to the Board regarding the selection of the Company’s CEO and review the CEO’s nominees for other officers of the Company; evaluating the annual performance of the Company’s CEO; reviewing management development and succession matters; and administering aspects of compensation plans and stock plans and recommending changes in such plans.

 

Corporate Governance and Nominating Committee: The Committee’s functions include: identifying individuals who are qualified to become members of the Board; making recommendations to the Board relating to the Company’s selection and nomination of Directors; reviewing and establishing the compensation of non-employee members of the Board; developing and recommending to the Board a set of corporate governance principles applicable to the Company; reviewing corporate governance trends, issues and best practices; and making recommendations to the Board regarding the adoption of best practices most appropriate for the governance of the affairs of the Board and the Company, including any recommended amendments to the Company’s corporate governance principles.

 

Each standing Committee shall have a Board-approved written charter detailing its purposes, duties and responsibilities. The Board may also establish other Committees from time to time to deal with specific issues.

 

Composition of Committee: Only Directors deemed by the Board to be independent in accordance with applicable law and listing standards of the NYSE may serve on the Audit, Compensation and Executive Development and Corporate Governance and Nominating Committees. In addition, the composition of the Committees will be reviewed annually to ensure that each of its members meets the criteria set forth in applicable rules and regulations of the Securities and Exchange Commission, NYSE and Internal Revenue Service.

 

Assignment and Rotation of Committee Members: The Corporate Governance and Nominating Committee recommends to the Board the membership of the various Committees and their Chairperson and the Board approves

 

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such Committee assignments. In making its recommendations to the Board, the Corporate Governance and Nominating Committee takes into consideration the continuity, subject matter expertise, tenure and experience of the individual Board members.

 

Committee Agendas/Reports to the Board: Appropriate members of management and staff will prepare draft agendas and related background information for each Committee meeting which, to the extent desired by the relevant Committee Chairperson, will be reviewed and approved by such Chairperson in advance of distribution to the other Committee members. Any background materials, together with such agenda, should be distributed to Committee members in advance of the meeting for their review and discussion. In addition, each Committee member is free to suggest items for inclusion on the agenda and to raise at any Committee meeting subjects that are not on the agenda for that meeting. Reports on the items considered at each Committee meeting are to be furnished to the full Board at its next meeting. In addition, all Directors are to be furnished copies of each Committee’s minutes.

 

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