Compensation and Benefits Committee. The Compensation and Benefits Committee is
responsible for annually reviewing and approving corporate goals and objectives relevant to
Chief Executive Officer compensation; evaluating the Chief Executive Officer’s performance in
light of those goals and objectives, and determining and recommending to the Board of Directors
the Chief Executive Officer’s compensation based on evaluation of performance; reviewing and
approving executive salaries; reviewing and approving any employment agreements, special
compensation and benefits, or severance arrangements as they pertain to executive officers other
than the Chief Executive Officer; overseeing the Company’s compensation and benefit policies;
and establishing, terminating or amending existing compensation and employee benefit plans.
The Compensation and Benefits Committee held 5 meetings in 2016.
Nominating and Governance Committee. The Nominating and Governance Committee is
responsible for identifying individuals qualified to become Board members; recommending to
the Board the persons to be nominated by the Board for election as directors at the Annual
Meeting of Sole Shareholder; developing and recommending to the Board of Directors a set of
corporate governance principles; and overseeing an annual self-evaluation of the Board. The
Nominating and Governance Committee is authorized to retain advisors and consultants and to
compensate them for their services. The Nominating and Governance Committee did not retain
such advisors or consultants during 2016. The Nominating and Governance Committee held
9 meetings in 2016.
As part of the nomination process, the Nominating and Governance Committee reviewed the
current composition of the Board as a whole, and reviewed the qualifications and performance of
the incumbent directors who are up for re-election to the Board in 2017. Also, due to the
resignation of James McMahon as a director in 2016, the Nominating and Governance
Committee began a process to identify and evaluate potential candidates to fill the vacancy on
the Board. The process included requests to Board members for recommendations, the
placement of an advertisement for director candidates in two local newspapers, meetings from
time to time to evaluate biographical and background information received from potential
candidates and interviews of selected candidates by members of the Nominating and Governance
Committee.
The Nominating and Governance Committee considers whether to nominate any candidate for
director in accordance with the criteria set forth in its Charter, subject to the restrictions set forth
in the Company’s By-Laws. These criteria include the candidate’s integrity, business acumen,
knowledge of the Company’s business and industry, experience, diligence, conflicts of interest,
and the ability to act in the interests of the Sole Shareholder. The Committee does not assign
specific weights to particular criteria and no particular criterion is a prerequisite for each
prospective nominee. The backgrounds and qualifications of the Company’s directors,
considered as a group, should provide a composite mix of experience, knowledge and abilities
that will allow the Board of Directors to fulfill its responsibilities.
