Audit Committee The Audit Committee’s duties include: • Reviewing with our management and independent auditors the audited annual financial statements and the unaudited quarterly financial statements. • In consultation with the independent auditors, management and the internal auditor, reviewing the integrity of our financial reporting processes as well as the adequacy of internal controls with respect to those processes. • Reviewing any material changes to our accounting principles and practices. • Selecting, evaluating and, where appropriate, replacing our independent auditors, and approving the independent auditors’ fees. • Reviewing with our independent auditors the written statement regarding their independence. • Pre-approving all audit and permitted non-audit services, which pre-approval may be delegated to one or more Committee members. For a copy of the Audit Committee’s Charter, click here Members of the Audit Committee are: Peter S. Burgess, Chairman Charles T. Freeman L.J. Rowell, Jr. Neal C. Schneider All of the Audit Committee members are independent as defined in the National Association of Securities Dealers’and AMEX listing standards and SEC rules. Messrs. Burgess and Schneider are “financial experts” as defined in the SEC rules. Back to List of Committees Nominating and Corporate Governance Committee The Nominating and Corporate Governance Committee is responsible for: • The nomination of candidates to stand for election to the Board of Directors at the Annual Meeting. • The nomination of candidates to fill vacancies on the Board of Directors between meetings of shareholders. • Establishing the criteria and qualifications for directors. • Developing and recommending Corporate Governance guidelines to the Board. Members of the Nominating and Corporate Governance Committee are: John D. Rollins, Chairman Patrica A. Drago James C. Hellauer Neal C. Schneider For a copy of the Nominating and Corporate Governance Committee Charter, click here. For a copy of the Director Qualification and Nomination Policy, click here. Back to List of Committees Compensation Committee The Compensation Committee’s duties include: • Reviewing and recommending cash compensation plans. • Reviewing and approving the cash compensation of our executive officers, including our Chief Executive Officer. • Establishing performance goals for executive officer incentive-based cash compensation and certifying whether the performance goals have been met. • Approving the grant of awards under, and determining participation in, our equity incentive plans Members of the Compensation Committee are: J. Gregory Driscoll, Chairman Peter S. Burgess Patricia A. Drago L.J. Rowell, Jr, For a copy of the Compensation Committee Charter, click here. Back to List of Committees Strategy and Operations Committee The Strategy and Operations Committee is responsible for: • Overseeing Investment Policy and Guidelines for the operating companies. • Reviewing the performance of the investment portfolio relative to compliance with the Company’s Investment Policy and Guidelines. • Overseeing the development of operational metrics, including performance targets, objectives or benchmarks. • Overseeing the development and assessment of business strategy. • Overseeing the development and review of the annual business plan. Members of the Strategy and Operations Committee are: James C. Hellauer, Chairman J. Gregory Driscoll Charles T. Freeman Richard Lutenski John D. Rollins Back to List of Committees