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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.
Executive
Committee
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 Company’s
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
Table of Contents
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 Company’s 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 Company’s
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 nominee’s 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 individual’s 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 Company’s specific
needs at that time. Based upon a preliminary assessment of the
candidate(s), those who appear best suited to meet the
Company’s 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.
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