Taylor Communications Company

Board Charters

Table of Contents
  1. Audit Committee Charter
  2. Compensation Committee Charter
  3. Corporate Governance and Nominating Committee Charter
  1. Audit Committee Charter
    1. General. The Audit Committee plays a critical role in the Company's financial reporting system by overseeing and monitoring the integrity of the Company's financial statements, the Company's compliance with legal and regulatory requirements, the independent auditor's qualifications and independence, the performance of the Company's internal audit function, and management's and the independent auditors' participation in the financial reporting process. The Audit Committee has the ultimate authority and responsibility to select, evaluate, compensate, and, where appropriate, replace the independent auditors who are ultimately accountable to Audit Committee. The Audit Committee is authorized to retain independent legal, accounting or other expert consultants to advise the Committee in furtherance of its responsibilities.
    2. Composition of Committee. The Audit Committee shall consist of at least three independent directors appointed by the Board of Directors, and serving at its pleasure. As used herein, the term "independent director" shall have the same meaning and definition set forth in Section 303A.02 of the New York Stock Exchange Listed Company Manual, and Section 301 of the Sarbanes Oxley Act of 2002.
    3. Qualifications of Committee Members. Each member of the Audit Committee shall be financially literate, as such qualification is interpreted by the Board of Directors in its business judgment, or must become financially literate within a reasonable period of time after his or her appointment to the Audit Committee. At least one member of the Audit Committee must have accounting or related financial management expertise, as the Board of Directors interprets such qualification in its business judgment, in order to meet requirements as a "Financial Expert," as defined by the Securities and Exchange Commission.
    4. Authority, Powers & Responsibilities. The Audit Committee shall have the following authority, powers and responsibilities:
      1. To select each year the independent auditors to audit the annual financial statements of the Company and its consolidated subsidiaries; to set the fees charged for such audits; to pre-approve and set fees for special engagements given to such auditors.
      2. To meet with the independent auditors, Chief Executive Officer, Chief Financial Officer, internal auditor and any other Company executives both individually and together, as the Committee deems appropriate at such times as the Committee shall determine to discuss and review:
        1. the terms of engagement for the independent auditors, the scope of the audit, and the procedures to be used;
        2. the Company's quarterly and audited annual financial statements, including any related notes, the Company's specific disclosures and discussion under "Management's Discussion and Analysis of Financial Condition and Results of Operations," and the independent auditors' report, in advance of publication;
        3. the Company's earnings press release and financial information and guidance, if any, provided to analysts and rating agencies;
        4. the performance and results of the external and internal audits, including the independent auditors' management letter, and managements responses thereto;
        5. the effectiveness of the Company's system of internal controls, including computerized information systems and security; any recommendations by the independent auditor and internal auditor regarding internal control issues and any actions taken in response thereto; and, the internal control certification and attestation required to be made in connection with the Company's quarterly and annual financial reports;
        6. the environment (cooperation, restrictions, etc.) within which the audit was conducted including any limitations imposed by the Company's personnel on the independent auditors; the independent auditors discussion of the budget and staff of the internal audit function;
        7. any signification risks of exposures and the assess the steps management has taken to minimize such risks to the Company, and assure compliance with Company policies;
        8. the overall adequacy of the Company's programs, systems and procedures for compliance with legal and regulatory requirements and for assurance that the management and affairs of the the Company are conducted with all due regard for ethical and legal constraints;
        9. any audit problems or difficulties, including disputes between management and the independent auditors, and to attempt to resolve any such differences; and
        10. such other matters in connection with overseeing the financial reporting process and the maintenance of internal controls as the Committee shall deem appropriate.
      3. To consult, separately, at least annually with the independent auditors and with members of the Internal Audit department out of the presence of management; to establish direct communication between the auditors and the Board and to assure the freedom of action necessary to accomplish their responsibilities.
      4. To ensure that the independent auditors submit on a periodic basis, at least annually, to the Audit Committee a formal written statement delineating all relationships between the independent auditors and the Company, the firm's internal quality control procedures and peer review results and any issues raised therein, and inquiries by governmental or professional authorities within the past five years regarding audits conducted by the firm and results thereof.
      5. To actively engage in a dialogue with the independent auditors with respect to any disclosed relationships or services that may impact the objectivity and independence of the independent auditors and to take appropriate action in response to the independent auditors' report to satisfy itself of the independent auditors' independence; to periodically evaluate the independent auditor's qualifications and performance including a review of the lead partner, taking into account the opinion of management and the internal auditor; and to set hiring policies for employees and former employees of the independent auditor.
      6. To review and concur in the appointment, replacement, or dismissal of the head of the Internal Audit Department, and to review and concur in his or her annual compensation package; to discuss and review whether there are any unjustified restrictions or limitations on the internal audit function.
      7. To review critical accounting policies and financial statement presentation; to discuss with management and the independent auditors significant financial reporting issues and judgments made in preparation of the Company's financial statements including the effect of alternative accounting methods; to review major changes in accounting policies.
      8. To review and reassess annually the adequacy of the Audit Committee Charter and propose any appropriate changes to the Board.
      9. To initiate, at its discretion, investigations within the parameters of its responsibilities.
      10. To review compliance with the Company's code of ethics.
      11. To prepare the Committee's report for inclusion in the Company's annual proxy statement.
      12. To report to the entire Board at such times as the Committee shall determine, but not less than twice a year.
      13. To conduct an annual evaluation of the Committee's performance.
      14. To establish procedures for the receipt, retention and treatment of complaints on accounting, internal accounting controls or auditing matters including confidential, anonymous submissions by Company employees regarding questionable accounting or auditing matters.
    5. Procedures. The procedures to be followed by the Audit Committee are as follows:
      1. To act by a majority vote of Committee members present at a meeting. A majority of the entire Committee shall constitute a quorum at any meeting, unless otherwise provided by the Board of Directors.
      2. To keep minutes of the meetings of the Audit Committee through the use of the Secretary of the Company or, during his or her absence, such other person as may be designated by the Chairman of the Audit Committee.
      3. To hold regularly scheduled meetings and such special meetings as the Audit Committee may from time to time deem necessary.
      4. All contacts on behalf of the Audit Committee, outside of the regular or special meetings, shall be conducted only by either the Chairman of the Audit Committee or such other member of the Audit Committee as the Board of Directors or a majority of the entire membership of the Audit Committee may from time to time appoint for such purpose.
      5. Subject to the required procedures above set forth, to adopt such other procedures as the Audit Committee deems advisable from time to time as are consistent with and pursuant to the objectives and functions of the Audit Committee hereinabove set forth.

      Adopted by Board of Directors on February 19, 2004
      Amended and Restated by Board of Directors on February 24, 2005
      Amended and Restated by the Board of Directors on April 26, 2007

  2. Compensation Committee Charter
    1. General. The Compensation Committee is responsible for evaluating and approving compensation for executive officers and senior management, as delegated by the Board of Directors. The Committee sets compensation for the Chief Executive Officer, and approves base salary, bonus and other remuneration for officers, and makes grants of equity compensation for senior management, with the purpose of ensuring the attraction, retention and appropriate performance-based reward to executive officers and senior management.
    2. Composition of Committee. The Compensation Committee shall consist of at least three independent directors, each of whom shall meet the independence requirements established by the Board, and as defined by the listing requirements of the New York Stock Exchange. In addition, at least two members of the Committee shall satisfy the following requirements: (1) be a "non-employee director" within the meaning of Rule 16b-3 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and (2) be an "outside director" under the regulations promulgated under Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code").
    3. Authority, Powers & Responsibilities. The Compensation Committee shall have the following authority, powers and responsibilities:
      1. To establish and periodically review the compensation philosophy and strategy of the Company in order to align organizational strategies, goals, and performance with compensation rewards for the Chief Executive Officer and executive management.
      2. To evaluate on an annual basis the components of total compensation for the Chief Executive Officer, taking into account performance against the strategies and goals, as well as market competitive data and other factors as deemed appropriate by the Committee, and to determine the Chief Executive Officer's compensation level based upon this evaluation.
      3. To approve compensation for executive officers other than the Chief Executive Officer, based upon performance, market competitive data, and other factors as deemed appropriate by the Committee.
      4. To annually review and approve the corporate goals and objectives relevant to the Chief Executive Officer's and executive managements' compensation, and evaluate the Chief Executive Officer's and executive managements' performance in light of these goals and objectives.
      5. To consider and grant incentive compensation and awards of stock incentives under company plans, to executive officers, senior management and other key employees, including setting policy with respect to timing of equity grants.
      6. To review executive-level benefit programs, and recommend adoption and/or amendment to such programs.
      7. To recommend to the Board of Directors, and to the shareholders, as appropriate, new equity incentive plans, and amendments to existing plans.
      8. To annually review and assess the impact of the Company's compensation policies and practices in relation to the Company's risk management objectives.
      9. To develop, periodically review and make recommendations to the Board of Directors with respect to the Company's stock ownership guidelines applicable to the Board of Directors, the Chief Executive Officer, other executive officers and members of executive management and to monitor compliance with the stock ownership guidelines for those individuals.
      10. To review and recommend to the Board of Directors, the annual retainer and other fees and equity grants for Directors in connection with service on the Board of Directors and Board Committees.
      11. To select and retain independent experts and consultants in the field of executive compensation, to advise and assist the Committee with its duties, and to approve fees and set terms of engagement for such consultants.
      12. If the Company includes a Compensation Discussion and Analysis ("CD&A") in the annual proxy statement; discuss with management the CD&A and based on the review and discussion, recommend to the Board that the CD&A be included in the Company's annual report or annual proxy statement; and provide a Committee report relative to executive compensation, to be included in the annual report or proxy statement as required by applicable law and regulation.
      13. To conduct an annual review of the Committee's Charter.
      14. To conduct an annual evaluation of the Committee's performance.
      15. To report to the entire Board at such times as the Committee and Board shall determine, but not less than twice a year.
      16. To perform such other duties and responsibilities as the Board of Directors may assign from time to time.
    4. Procedures. The procedures to be followed by the Compensation Committee are as follows:
      1. To act by a majority vote of Committee members present at a meeting. A majority of the entire Committee shall constitute a quorum at any meeting, unless otherwise provided by the Board of Directors. In the event of a tie vote on any issue, the Compensation Committee Chairman's vote shall decide the issue.
      2. To keep minutes of the meetings of the Committee through the use of the Secretary of the Company or, during his or her absence, such other person as may be designated by the Chairman of the Compensation Committee.
      3. To hold regularly scheduled meetings and such special meetings as the Compensation Committee may from time to time deem necessary.
      4. All contacts on behalf of the Compensation Committee, outside of the regular or special meetings, shall be conducted only by either the Chairman of the Compensation Committee or such other member of the Compensation Committee as the Board of Directors or a majority of the entire membership of the Compensation Committee may from time to time appoint for such purpose.
      5. Subject to the required procedures above set forth, to adopt such other procedures as the Compensation Committee deems advisable from time to time as are consistent with and pursuant to the objectives and functions of the Compensation Committee hereinabove set forth.
    5. Delegation of Authority. The Committee may form subcommittees for any purpose that the Committee deems appropriate and may delegate to such subcommittees such power and authority as the Committee deems appropriate; provided, however, that no subcommittee shall consist of fewer than two members; and provided further that the Committee shall not delegate to a subcommittee any power or authority required by any law, regulation or listing standard to be exercised by the Committee as a whole, including its responsibilities for any matters that involve executive compensation or any matters where it has determined such compensation is intended to comply with Section 162(m) of the Code or is intended to be exempt from Section 16(b) under the Exchange Act pursuant to Rule 16b-3, unless the members of such subcommittee each qualify as "outside directors" under Section 162(m) and "nonemployee directors" under Rule 16b-3. Where so permitted, a subcommittee of the Committee may exercise the powers and authority of the Committee and the Board while acting within the scope of the powers and responsibilities delegated to it.

      6. Adopted by Board of Directors on October 26, 2011

  3. Corporate Governance and Nominating Committee Charter
    1. General.The Corporate Governance and Nominating Committee helps the Board of Directors maximize its performance and minimize risk through proposing and overseeing corporate governance practices adopted for the Company, and by identifying potential candidates for Director consistent with criteria established by the Board. The Committee is responsible for establishing criteria for assessing independence of Directors, executive succession management, Code of Ethics design and distribution and such other governance matters as assigned by the Board of Directors from time to time, and for recommending director candidates for Board consideration.
    2. Composition of Committee. The Corporate Governance and Nominating Committee shall consist of at least three independent directors appointed by the Board of Directors and serving at the Board’s pleasure. As used herein, the term "independent director" shall be as defined by the Board of Directors in its discretion, and as set forth in the New York Stock Exchange Listed Company Manual. Committee members shall be knowledgeable regarding the Company’s ownership and governance structure, and the qualification criteria set by the Board for director candidates.
    3. Authority and Responsibilities. The Corporate Governance and Nominating Committee shall have the following authority and responsibilities as delegated by the Board of Directors:
      1. To recommend criteria by which the Board of Directors can evaluate the independence of individual Directors.
      2. To ensure the Company maintains and disseminates a Code of Ethics applicable to Directors, executive officers, finance and accounting personnel, and all Company employees.
      3. To advise the Board of Directors with respect to corporate governance principles appropriate for the Company.
      4. To assist the Board of Directors in clarifying roles of the Board vis-à-vis committees of the Board.
      5. To establish and maintain a process by which the Board of Directors conducts succession planning to facilitate orderly selection and transition with respect to the position of Company President and Chief Executive Officer.
      6. To develop proposals to assist the Board of Directors in maximizing its effectiveness.
      7. To identify potential candidates to become Board members, evaluate their qualifications pursuant to standards and criteria established by the Board, and to recommend such candidates for Board consideration;
      8. To have sole authority to retain and dismiss any search firm used to identify potential candidates for Board member, and to approve the fees and other terms of any search firm’s engagement.
      9. To report to the entire Board of Directors at such times as the Committee shall determine, but not less than twice a year.
      10. To coordinate with the Presiding Director to facilitate meetings of non-management Directors.
      11. To perform an annual performance evaluation of the Committee, and to assist the Board and other Committee develop performance evaluation processes.
      12. To make recommendations to the Chairman of the Board with respect to overall Board size and composition, the structure and membership of Board Committees and the assignment of Board and Committee Chairs.
    4. Procedures. The procedures to be followed by the Corporate Governance and Nominating Committee are as follows:
      1. To act by a majority vote of Committee members present at a meeting and a majority of the entire Committee shall constitute a quorum at any meeting.
      2. To keep minutes of the meetings of the Corporate Governance and Nominating Committee through the use of the Secretary of the Company or, during his or her absence, such other person as may be designated by the Chairman of the Committee.
      3. To hold regularly scheduled meetings and such special meetings as the Committee may from time to time deem necessary, and to delegate any Committee responsibilities to sub-committees of the Corporate Governance and Nominating Committee.
      4. All contacts on behalf of the Corporate Governance and Nominating Committee, outside of the regular or special meetings, shall be conducted only by either the Chairman of the Corporate Governance and Nominating Committee or such other members of the Committee as the Board of Directors or a majority of the entire membership of the Committee may from time to time appoint for such purpose.
      5. Subject to the required procedures above set forth, to adopt such other procedures as the Corporate Governance and Nominating Committee deems advisable from time to time as are consistent with and pursuant to the objectives and functions of the Committee hereinabove set forth.

      Adopted by Board of Directors on February 19, 2004
      Amended and Restated by the Board of Directors on April 26, 2007
      Amended by the Board of Directors on December 13, 2012

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