In addition, volunteers serve
as Board Committee Members on the various Historical Society committees.
Our directors do not currently receive any cash compensation for their services as directors or
as board committee members.
Not exact matches
Morgan Stanley, Allen & Co, and LionTree were retained
as advisers by the special
committee of its
board, Viacom said.
Today, the company announced that its
board of directors has formed a special
committee to «explore strategic alternatives»
as it struggles to regain market share to competitors like Apple and Android.
Activist hedge fund investor and recent Valeant Pharmaceuticals (vrx)
board appointee Bill Ackman on Wednesday slammed the company's steep drug price hikes in testimony before the U.S. Senate Special
Committee on Aging, going so far
as to say the cost bumps «contributed to healthcare inflation and called into question the company's commitment to the patients it serves.»
«Every time the audit chair
committee reports to the
board about audited financial statements, transactions and financial risks, the CFO is sitting there
as part of the
board.
You'll also need to have
board committees charged with particular tasks, such
as auditing and compensation.
She served
as a member of the
Board of Governors of the Federal Reserve System from 2008 to 2013, where she served
as Chair of the Federal Reserve's
Committee on Consumer and Community Affairs and
as a member of its
Committee on Bank Supervision and Regulation, the
Committee on Bank Affairs, and the
Committee on
Board Affairs.
Bank of America Merrill Lynch acted
as adviser to the special
committee of the Vizio
board of directors on that deal.
The Facebook
board's compensation
committee authorized Zuckerberg's security program, the filing said, «to address safety concerns due to specific threats to his safety arising directly
as a result of his position
as our founder, Chairman, and CEO.»
Those appointments came under fire earlier this year
as it became clear that HP's newly appointed chair, Ray Lane, circumvented the
board's independent nominations process by involving the CEO in identifying
board candidates and deciding to oversee the process himself (although he had a long - standing relationship with the CEO and was not a member of the nominations
committee).
Volkswagen AG CEO Martin Winterkorn is set to be grilled by the executive
committee of the company's
board as the fallout from its emissions cheating scandal spreads.Winterkorn issued a video apology Tuesday, after the company admitted that 11 million vehicles worldwide run software that cheat local emissions tests.
Brookfield Property is considering a new offer for GGP after a special
committee of GGP's
board directors turned down its Nov. 11 offer
as inadequate, and negotiations between the two companies are expected to continue, the sources said.
It seems
as if a considerable portion of the
committee is less on
board with «below normal» rates than perhaps they had been.
But a widely - cited statement from the company includes the following assertion: «The Personnel and Compensation
Committee of the
Board will carefully consider their input
as we move forward.»
Exxon
board member Bill George led a National Association of Corporate Directors Blue Ribbon Commission on «Executive Compensation and the Role of the Compensation
Committee,» which included recommendations such
as not offering contracts to executives (giving the
board more flexibility in how it deals with the CEO's pay and tenure), which is reflected in the pay practices at ExxonMobil.
Ferguson will be part of the
board's audit
committee, joining existing
board members such
as former Pixar CFO Ann Mather
as well
as former president and CEO of Ford (f), Alan Mulally.
Only 5 % of corporate
boards in North America actually had technology
committees (
as of last year, at least), McKinsey reports.
I'd been invited by the Quebec government to join a special
committee looking into representation on
boards, and I was listening to everyone talk one day, and I realized that we all were talking
as if someone else would take care of things.
The
committees of the
board of directors also generally meet in executive session at the end of each
committee meeting, except for meetings of the Acquisition Committee and the Executive Committee as these committees have only one or no independent d
committee meeting, except for meetings of the Acquisition
Committee and the Executive Committee as these committees have only one or no independent d
Committee and the Executive
Committee as these committees have only one or no independent d
Committee as these
committees have only one or no independent directors.
Each director appointed to the Audit
Committee will be determined to be financially literate by our Board of Directors and one director will serve as our audit committee financia
Committee will be determined to be financially literate by our
Board of Directors and one director will serve
as our audit
committee financia
committee financial expert.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight
Board (United States), Neiman Marcus, Inc.'s internal control over financial reporting
as of July 28, 2012, based on criteria established in Internal Control — Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission and our report dated September 18, 2012 expressed an unqualified opinion thereon.
The
Board has determined that each member of the Audit
Committee qualifies as an «audit committee financial expert» as defined under applicable SEC rules and also meets the additional criteria for independence of audit committee members set forth in Rule 10A - 3 (b)(1) under the Exch
Committee qualifies
as an «audit
committee financial expert» as defined under applicable SEC rules and also meets the additional criteria for independence of audit committee members set forth in Rule 10A - 3 (b)(1) under the Exch
committee financial expert»
as defined under applicable SEC rules and also meets the additional criteria for independence of audit
committee members set forth in Rule 10A - 3 (b)(1) under the Exch
committee members set forth in Rule 10A - 3 (b)(1) under the Exchange Act.
Centerview Partners LLC is acting
as financial advisor to the Independent Transaction
Committee of the
Board of Directors of Sprint.
The
board of directors has determined that, based on her professional qualifications and experience described above, Ann Mather is an audit
committee financial expert as defined under the rules of the SEC, and that each member of the Audit Committee is able to read and understand fundamental financial statements as required by the Listing Rules o
committee financial expert
as defined under the rules of the SEC, and that each member of the Audit
Committee is able to read and understand fundamental financial statements as required by the Listing Rules o
Committee is able to read and understand fundamental financial statements
as required by the Listing Rules of NASDAQ.
Each member of the
Board and our Chief Executive Officer is subject to the following minimum stock ownership requirements: (i) each director shall own shares of Tesla stock equal in value to at least five times the annual cash retainer for directors (exclusive of retainer amounts for service
as Lead Independent Director or
as a member or chair of a
Board committee), and (ii) our Chief Executive Officer shall own shares of Tesla stock equal in value to at least six times his / her base salary.
In addition to current positions on the
boards of JBT Corporation and Valeo and
as a member of the Nominating
Committee of Petroleum Geo - Services ASA, Ms. Devine previously served on the
boards of Det Norske Veritas, FMC Technologies, Inc., and Technip.
In alignment with the values of the Zalkow Group and grateful for the expertise obtained
as an FCPA, Vivian is personally committed to contributing her time to several
Boards and
committees, currently including the GVBOT and YPO.
Mr. Shea is well qualified to serve
as a director due to his experience in public and private company governance and private equity, including his service on numerous corporate
boards and on audit and compensation
committees, including his experience with Hennessy I and Hennessy II.
The
Board has determined, in its business judgment, that each member of the AEC (Lloyd H. Dean, Enrique Hernandez, Jr., Robert L. Joss, Cynthia H. Milligan, Nicholas G. Moore, Philip J. Quigley, and Susan G. Swenson) is financially literate
as required by NYSE rules, and that each member qualifies
as an «audit
committee financial expert»
as defined by SEC regulations.
The Audit
Committee has met with the internal auditors and independent registered public accounting firm, separately and together, with and without management present, to discuss IBM's financial reporting process and internal accounting controls in addition to other matters required to be discussed by the statement on Auditing Standards No. 16, Communications with Audit
Committees,
as adopted by the Public Company Accounting Oversight
Board (PCAOB),
as may be modified or supplemented.
Our
Board has determined that each continuing member of our Audit
Committee is financially literate and has accounting or related financial management expertise, as defined under NYSE rules, and is an «audit committee financial expert» within the meaning of the rules of
Committee is financially literate and has accounting or related financial management expertise,
as defined under NYSE rules, and is an «audit
committee financial expert» within the meaning of the rules of
committee financial expert» within the meaning of the rules of the SEC.
Mr. Meresman was selected to serve
as a director on our
board of directors due to his background
as chair of the audit
committee of other public companies and his financial and accounting expertise from his prior extensive experience
as chief financial officer of two publicly traded corporations.
TD Ameritrade shareholders may communicate with any member of the
board of directors, including the chairperson of any
committee, an entire
committee or the independent directors or all directors
as a group, by sending written communications to:
The
Board has determined that Mr. Eskew qualifies
as an Audit
Committee Financial Expert
as defined by the rules of the SEC.
We believe that Ms. Denholm possesses specific attributes that qualify her to serve
as a member of our
Board and chair of our Audit
Committee, including her executive experience and her financial and accounting expertise with international companies, including in the technology and automotive industries.
Any person who wishes to communicate with any of our directors, our
committee Chairs, our Presiding Director, or with our independent directors
as a group, may mail correspondence to John F. W. Rogers, Secretary to the
Board of Directors, at The Goldman Sachs Group, Inc., 200 West Street, New York, New York 10282.
The
Committee also has responsibility for reviewing IBM's management resources programs and for recommending qualified candidates to the
Board for election
as officers.
She serves
as director of Pure Freedom YYOGA Wellness Inc., Alter Eco Americas, Great Ontario Food Company, VGH + UBC Hospital Foundation, Greater Vancouver
Board of Trade, CKNW Orphan's Fund, the Radcliffe Foundation, and TELUS Science World Chairman's
Committee.
Each automatic triennial stock option grant and each stock option grant for service
as lead independent director, member of a
Board committee or chair of a
Board committee, in each case
as described above, will vest 1/36 per month for three years starting on the one month anniversary of the vesting commencement date, subject to continued service in the capacity for which such grant was made (except that if a director who was granted such an option ceases to be a director on the day before an annual meeting that is held earlier than the anniversary date of the vesting commencement date for that calendar year, vesting will accelerate with respect to the shares that would have vested if such director continued service through such anniversary date).
Upon the recommendation of our Corporate Governance and Nominating
Committee, our
Board has nominated the persons listed below to serve
as directors for the one - year term beginning at our annual meeting on May 19, 2010 or until their successors, if any, are elected or appointed.
Mr. Cohn has particular expertise in commodities and markets, having previously served
as a director of the London Metals Exchange and
as a member of the
Board of Directors and the Executive
Committee of the New York Mercantile Exchange and the Commodity Exchange.
While our
Board does not anticipate that any of the director nominees will be unable to stand for election
as a director nominee at our Annual Meeting, if that occurs, proxies will be voted in favor of such other person or persons
as may be recommended by our Corporate Governance and Nominating
Committee and designated by our
Board.
In addition,
as part of our governance review and succession planning, the
Board (led by the Nominating and Corporate Governance
Committee) evaluates our leadership structure to ensure that it remains the optimal structure for Tesla, reviews the composition, size and performance of the
Board and its
committees, evaluates individual
Board members, and identifies and evaluates candidates for election or re-election to the
Board.
The
Board has determined that each of Ms. Denholm and Mr. Buss is an «audit
committee financial expert»
as defined in the rules of the SEC.
Mr. Bryan,
as the Chair of our Corporate Governance and Nominating
Committee, was designated
as the Presiding Director by our independent directors, who constitute a majority of our
Board; our independent directors may elect another independent director
as Presiding Director at any time.
During the last five years, Mr. Meresman has been serving on the
boards of directors of various public and private companies, including service
as chair of the audit
committee for some of these companies.
The
Board and its
committees met throughout the year on a set schedule, held special meetings, and acted by written consent from time to time
as appropriate.
He was a Trustee of AHFMR (Alberta Heritage Foundation for Medical Research), is a
board member of the Hotchkiss Brain Institute and the Alberta Bone and Joint Institute, and has served
as an Advisory
Committee Member for the Order of Canada.
In 2014, Don was appointed to the bi-national Softwood Lumber
Board and currently serves
as Vice Chairman and Chairman of the Programs
Committee.