This excerpt taken from the VLG DEF 14A filed Oct 2, 2006.
Committees and Meetings of the Board of Directors
The Board of Directors met six times during fiscal 2006. Each incumbent director attended at least 75% of the meetings of the Board and committees on which he served during fiscal 2006.
The Board of Directors has an Executive Committee, an Audit and Finance Committee and a Nominating and Compensation Committee, all of which were formed in January 1997.
The Executive Committee met four times in the past fiscal year. The Executive Committee exercises limited powers granted by the Board of Directors in the management of the business and affairs of the Company. It typically meets during the intervals between meetings of the Board, most often to review and approve acquisition offers, subject to full Board approval, and when prompt action is needed and it is impossible or inconvenient to convene a full meeting of the Board.
Audit and Finance Committee
F. Walter Riebenack
August E. Maier
Ben Exley, IV
The Audit and Finance Committee reviews and makes recommendations to the Board of Directors with respect to designated financial and accounting matters. This committee met Nine times in the past fiscal year. This committee meets independently with representatives of the Companys independent auditors and with representatives of senior management. See Audit and Finance Committee Report. The Board has determined that each of Messrs. Hespe, Maier, Exley and Riebenack is independent pursuant to Section 121(A) of the AMEX listing standards. Mr. Hespe meets the definition of financial expert as required by applicable SEC regulations. The Audit and Finance Committee operates under a written charter adopted by the Board of Directors. The Audit and Finance Committee Charter was amended in September 2004 and is included as Annex A to this proxy statement.
Nominating and Compensation Committee
William A. Indelicato
Gary E. West
The Nominating and Compensation Committee establishes and oversees the compensation policies of the Company and determines executive compensation. This committee held four meetings in the past fiscal year. See Compensation Committee Report on Executive Compensation. The Nominating and Compensation Committee does not have a charter.
In addition, the Nominating and Compensation Committee identifies and recommends to the Board individuals for nomination for election as directors of the Company. The Nominating and Compensation Committee determines the required selection criteria and qualifications of director nominees based upon the Companys needs at the time nominees are considered. Directors should possess the highest personal and professional ethics, integrity and values and be committed to representing the long-term interests of the Companys shareholders. In evaluating a candidate for nomination as a director of the Company, the Nominating and Compensation Committee will consider criteria including business and financial expertise, geography, experience as a director of a public company, gender and ethnic diversity on the Board and general criteria such as ethical standards, independent thought, practical wisdom and mature judgment. The Nominating and Compensation Committee will consider these criteria for nominees identified by the Nominating and Compensation Committee, by shareholders or through some other source and will evaluate potential director candidates recommended by shareholders on the same basis that it considers its own recommended candidates.
Shareholders wishing to make such a submission may do so by sending the following information to the Nominating and Compensation Committee by a written letter to the Company Secretary at the address indicated on the first page of the proxy statement setting forth (a) as to each nominee whom the shareholder proposes to nominate for election as a director: (i) the name, age, business address and residence address of the nominee; (ii) the principal occupation or employment of the nominee; (iii) the number of shares of Common Stock of the Company which are beneficially owned by the nominee; and (iv) a summary of such nominees business or professional experience during the preceding five years; and (b) as to the shareholder making such a submission, (i) the name and address of such shareholder; and (ii) the number of shares of Common Stock of the Company which are beneficially owned by such shareholder and the name and address of record under which such stock is held. See Shareholder Proposals.
The Nominating and Compensation Committee conducts a process of making a preliminary assessment of each proposed nominee based upon the resume and biographical information, an indication of the individuals willingness to serve and other background information, business experience, and leadership skills, all to the extent available and deemed relevant by the Nominating and Compensation Committee. This information is evaluated against the criteria set forth above and the Companys specific needs at that time. Based upon a preliminary assessment of the candidate(s), those who appear best suited to meet the Companys needs may be invited to participate in a series of interviews, which are used as a further means of evaluating potential candidates. On the basis of information learned during this process, the Nominating and Compensation Committee determines which nominee(s) to recommend to the Board to submit for election at the next annual meeting. The Nominating and Compensation Committee uses the same process for evaluating all nominees, regardless of the original source of the nomination.
No candidates for director nominations were submitted by any shareholder in connection with the 2006 Annual Meeting.