|Code of Business Conduct and Ethics||100.6 KB|
|Corporate Governance Guidelines||96.2 KB|
|Audit Committee Charter||57.8 KB|
|Compensation Committee Charter||41.8 KB|
|Governance Committee Charter||39.0 KB|
|Executive Committee Charter||67.7 KB|
Carriage is privileged to have a board of directors consisting of highly qualified individuals who are actively involved in the oversight of your Company. Carriage currently has six directors on its Board who each serve staggered three year terms. To further strengthen Carriage's corporate governance, the Audit, Compensation and Corporate Governance Committees are composed solely of independent directors. In addition, the four independent directors meet in executive session without members of management present during regularly scheduled Board meetings.
In accordance with our corporate governance guidelines, the non management directors meet in executive session at least quarterly, outside of the presence of management directors or other members of management, both with the independent auditors and then without anyone else present. In connection with the 2005 amendments to our corporate governance guidelines, the Board established the position of Lead Director, who is required to be qualified as independent and will be appointed by a majority of the non-management directors. The Lead Director's role is to facilitate the functioning of the Board independently of management and to enhance the quality of the Board's governance. The current Lead Director is David J. DeCarlo.
The primary functions of the Board committees are as follows:
The Audit Committee appoints Carriage's independent auditors, reviews the plan, scope and results of the audit with the auditors and Carriage's officers, and approves audit fees and non-audit services. The Audit Committee also reviews with the auditors the significant accounting policies and internal accounting controls of Carriage.
The Compensation Committee reviews and approves the compensation of Carriage's senior officers, including stock and other incentive compensation programs. The Compensation Committee also administers, and makes grants of stock options, under Carriage's stock incentive plans.
The Corporate Governance Committee reviews the structure of the full Board, evaluates the Board's performance and makes recommendations regarding the size of the Board and the number and classification of directors. The Corporate Governance Committee also conducts a search for suitable and qualified candidates to serve as directors when the terms of office are up for election at each year's annual meeting of stockholders and submits the names of candidates for such positions for consideration by the Board.
The Executive Committee acts on behalf of the Board of Directors in between meetings of the Board of Directors, assures coordination of activity among the various committees of the Board, and serves as a sounding board for the Chairman of the Board in the overall management of the business and affairs of the Company.
Board of Director's Committee Composition
= Chair = Member
|Melvin C. Payne|
|L. William Heiligbrodt|
|Richard W. Scott|
|Donald D. Patteson Jr.|
|David J. DeCarlo|
|Barry K. Fingerhut|
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