Board Of Directors Independence Standards
In
order to comply with SEC rules and regulations and NASDAQ listing standards, a majority
of the members of Investors Title Company's Board of Directors must satisfy the following
criteria:
- Is not, and was not in the
past three years, employed by the Company or its subsidiaries;
- Is not the Family Member
of anyone who is or has been an executive officer of the Company or its
affiliates within the past three years;
- In any any twelve consecutive
months of the last three fiscal years, has not (and a Family Member has
not) received payments from the Company or its subsidiaries in excess of $120,000,
other than in connection with board service, compensation paid to a Family
Member who is a non-executive employee of the Company or its subsidiaries,
qualified retirement benefits, investment in Company securities and
non-discretionary compensation, or loans permitted under Section 13(k) of
the Securities Exchange Act of 1934;
- Did not (and a Family
Member did not) work on the Company's audit as an employee or partner of
the Company's independent auditor at any time during the past three years,
and is not a current partner of the independent auditor;
- In the current fiscal year
or any of the last three fiscal years, was not (and a FamilyMember was
not) a partner, controlling shareholder or executive officer of an organization
to which the Company made or received payments in excess of $200,000 or 5%
of the recipient's consolidated gross revenues, whichever is more, for the
year other than payments arising solely from investment in that company's
securities or under nondiscretionary charitable contribution matching
programs; and
- Is not (and a Family
Member is not) employed as an executive officer of another company where
any of the Company's executive officers serve, or have served in the past three
years, on the compensation committee.
As used herein, "Family Member" means a person's spouse, parents, children and siblings, whether by blook, marriage or adoption, or anyone residing in such person's home.
Compensation
Committee Requirements:
All
Compensation Committee members must meet the independence criteria above.
Nominating
Committee Requirements:
All
Nominating Committee members must meet the independence criteria above.
Audit
Committee Requirements:
All
Audit Committee members must meet the independence criteria above. In addition, no Audit Committee member may:
- have participated in
preparing financial statements for the Company or its subsidiaries in the
past three years;
- accept, directly or
indirectly, any consulting, advisory or compensatory fee from the Company
or its subsidiaries, other than in the capacity of a Board member or Board
committee member; and
- be an affiliated person of
the Company or any of its subsidiaries other than in the capacity of a
Board Member or Board Committee Member
One
director that does not meet the general independence criteria but meets the
Audit Committee requirements above and is not a current officer or employee (or
a Family Member of an officer or employee) of the Company or its subsidiaries
may serve on the Audit Committee if the Board, under exceptional and limited
circumstances, determines that such person's membership is required in the best
interests of the Company and its shareholders. The Board must disclose in the
Company's next Proxy Statement the nature of the relationship and the reasons
for such determination. A member appointed in this manner may serve on the
Audit Committee for no more than two years and may not chair the Audit
Committee.
Investors Title Company – Board of Director Independence Standards
3-2010
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