and oversight of the Company’s insurance programs. The Audit, Finance and Risk Committee
held four meetings in 2015.
Communications Committee. The Communications Committee is responsible for the
development and assistance with the policies and strategies of external communications between
the Board, the Company and the Sole Shareholder, other stakeholders, and the public, as needed.
The Communications Committee held two meetings in 2015.
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 ten meetings in 2015.
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 held four meetings in 2015.
As part of the nomination process, during 2015, 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 2016. 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 2015,
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,
