VALLEY NATIONAL GASES (VLG)

 

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.