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This excerpt taken from the WBS DEF 14A filed Mar 20, 2009. Director Independence Pursuant to the New York Stock Exchange (“NYSE”) listing standards, Webster is required to have a majority of “independent directors” on its Board of Directors. In addition, the Audit Committee, Compensation Committee and the Nominating and Corporate Governance Committee must be composed solely of independent directors. The NYSE listing standards define specific relationships that would disqualify a director from being independent and further require that for a director to qualify as “independent,” the board of directors must affirmatively determine that the director has no material relationship with the Corporation. The Board of Directors, with the assistance of the Nominating and Corporate Governance Committee, conducted an evaluation of director independence, based primarily on a review of the responses of the directors and executive officers to questions regarding employment and compensation history, affiliations and family and other commercial, industrial, banking consulting, legal, accounting, charitable and legal relationships with Webster, including those relationships described under “Compensation Committee Interlocks and Insider Participation” and “Certain Relationships” on page 42 of this Proxy Statement, and on discussions with the Board of Directors. As a result of this evaluation, the Board of Directors affirmatively determined that each of Messrs. Becker, Crawford, Finkenzeller, Gelfenbien, Jacobi, Morse, Pettie and Ms. Osar is an “independent director” for purposes of Section 303A of the Listed Company Manual of the NYSE and applicable SEC rules and regulations. In connection with this evaluation, the Board considered that in addition to Webster providing lending and other financial services to directors, their immediate family members, and their affiliated organizations in the ordinary course of business and without preferential terms or rates, some directors and their affiliated entities provide services to Webster in the ordinary course of business. In particular, the Board considered the following relationships:
8
Mr. Smith is not considered independent because he is an executive officer of Webster and Webster Bank. This excerpt taken from the WBS DEF 14A filed Mar 7, 2008. Director Independence Pursuant to the New York Stock Exchange (“NYSE”) listing standards, Webster is required to have a majority of “independent directors” on its Board of Directors. In addition, the Audit Committee, Compensation Committee and the Nominating and Corporate Governance Committee must be composed solely of independent directors. The NYSE listing standards define specific relationships that would disqualify a director from being independent and further require that for a director to qualify as “independent,” the board of directors must affirmatively determine that the director has no material relationship with the Corporation. The Board of Directors, with the assistance of the Nominating and Corporate Governance Committee, conducted an evaluation of director independence, based primarily on a review of the responses of the directors and executive officers to questions regarding employment and compensation history, affiliations and family and other relationships, including those relationships described under “Compensation Committee Interlocks and Insider Participation” and “Certain Relationships” beginning on page 38 of this Proxy Statement, and on discussions with the Board of Directors. As a result of this evaluation, the Board of Directors affirmatively determined that each of Messrs. Becker, Carpenter, Crawford, Finkenzeller, Gelfenbien, Jacobi, Morse and Ms. Osar is an “independent director” for purposes of Section 303A of the Listed Company Manual of the NYSE and applicable SEC rules and regulations. In connection with this evaluation, the Board considered that in addition to Webster providing lending and other financial services to directors, their immediate family members, and their affiliated organizations in the ordinary course of business, some directors and their affiliated entities provide services to Webster in the ordinary course of business. In particular, the Board considered the following relationships:
8
Mr. Smith and Mr. Bromage are not considered independent because they are executive officers of Webster and Webster Bank. This excerpt taken from the WBS DEF 14A filed Mar 9, 2007. Director
Independence
Pursuant to the New York Stock Exchange (“NYSE”)
listing standards, Webster is required to have a majority of
“independent directors” on its Board of Directors. In
addition, the Audit Committee, Compensation Committee and the
Nominating and Corporate Governance Committee must be composed
solely of independent directors. The NYSE listing standards
define specific relationships that would disqualify a director
from being independent and further require that for a director
to qualify as “independent,” the board of directors
must affirmatively determine that the director has no material
relationship with the Corporation.
The Board of Directors, with the assistance of the Nominating
and Corporate Governance Committee, conducted an evaluation of
director independence, based primarily on a review of the
responses of the directors and executive officers to questions
regarding employment and compensation history, affiliations and
family and other relationships, including those relationships
described under “Compensation Committee Interlocks and
Insider Participation” and “Certain
Relationships” on page 37 of this Proxy Statement, and
on discussions with the Board of Directors.
As a result of this evaluation, the Board of Directors
affirmatively determined that each of Messrs. Becker,
Carpenter, Crawford, Finkenzeller, Gelfenbien, Jacobi, Morse and
Ms. Osar is an “independent director” for
purposes of Section 303A of the Listed Company Manual of
the NYSE and applicable SEC rules and regulations. In connection
with this evaluation, the Board considered that in addition to
Webster providing lending and other financial services to
directors, their immediate family members, and their affiliated
organizations in the ordinary course of business, some directors
and their affiliated entities provide services to Webster in the
ordinary course of business. In particular, the Board considered
the following relationships:
The amounts paid by Webster to Carpenter Realty did not exceed
the thresholds contained in the NYSE rules regarding
independence and the Board determined that this transaction was
not material to either Webster or Carpenter
Realty and would not impair Mr. Carpenter’s
independence. The Board considered that C. Michael Jacobi’s
son Gregory is an employee of Webster Bank.
Mr. Jacobi’s son’s employment position with
Webster Bank does not violate the independence standards
contained in the NYSE rules and the Board determined that this
relationship is not material and would not impair
Mr. Jacobi’s independence, in part because
Mr. Jacobi’s son is not an executive officer of
Webster and his compensation and benefits were established in
accordance with the compensation policies and practices
applicable to Webster employees in comparable positions. The
Board determined that the amount contributed by Webster Bank to
the St. Martin de Porres Academy was not material to either
Webster or the St. Martin de Porres Academy and would not impair
Mr. Crawford’s independence.
Mr. Smith and Mr. Bromage are not considered
independent because they are executive officers of Webster and
Webster Bank. Mr. Stoico is not considered independent
because he was an executive officer of Webster Bank within the
last three years.
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