|
Committees of the BoardExcerpted from March 24, 2006, Proxy Statement The Board of the Company has established the following standing committees: Audit, Corporate Governance, Compensation, and Executive. Descriptions of the functions of the Audit, Corporate Governance, Compensation, and Executive Committees are set forth below:
Audit Committee. The Audit Committee assists the Board in fulfilling its responsibilities with respect to oversight in monitoring (i) the integrity of the financial statements of the Company; (ii) Swift Energy’s compliance with legal and regulatory requirements; (iii) the independent auditor’s selection, qualifications and independence; and (iv) the performance of Swift Energy’s internal audit function and independent auditors. The committee is required to be comprised of three or more non-employee directors, each of whom is determined by the Board to be “independent” under the rules promulgated by the SEC under the Securities Exchange Act of 1934 (the “Exchange Act”), and meets the financial literacy and experience requirements under the rules or listing standards established by the NYSE, all as may be amended from time to time. In addition, at least one member of the committee must satisfy the definition of audit committee financial expert as such term may be defined from time to time under the rules promulgated by the SEC. The Board has determined that Messrs. Montgomery and Smith and Ms. Cannon qualify as audit committee financial experts and that each member of the Audit Committee is independent as defined in the Listing Standards or rules of the SEC and NYSE. A report of the Audit Committee appears later in this proxy statement. Messrs. Montgomery (Chairman), and Smith and Ms. Cannon are members of the Audit Committee, which held seven meetings in 2005. Corporate Governance Committee. The Corporate Governance Committee identifies individuals qualified to become directors and nominates candidates for directorships and also recommends to the Board the membership for each of the Board’s committees. This committee may consider nominees recommended by shareholders upon written request by a shareholder in accordance with the procedures for submitting shareholder proposals. See “Shareholder Proposals” below. The Corporate Governance Committee also develops, monitors, and recommends to the Board corporate governance principles and practices applicable to Swift Energy. The committee also assists management of the Company in identifying, screening, and recommending to the Board individuals qualified to become executive officers of the Company. In addition, this committee administers the Company’s conflicts of interest policy. The Corporate Governance Committee is required to be comprised of at least three directors who are “non-employee directors” and determined by the Board to be “independent” under the listing standards or rules of the NYSE and the SEC. Messrs. Matiuk (Chairman), Galvin, and Lanier and Ms. Cannon are members of the Corporate Governance Committee and all are independent as defined in the Listing Standards or rules of the SEC and NYSE. The Corporate Governance Committee held four meetings in 2005. Compensation Committee. The Compensation Committee discharges the responsibilities of the Board relating to compensation of the Company’s executive officers. This includes evaluating the compensation of the executive officers of the Company and its affiliates and their performance relative to their compensation to assure that such executive officers are compensated effectively in a manner consistent with the strategy of Swift Energy, competitive practices, and the requirements of the appropriate regulatory bodies. In addition, this committee evaluates and makes recommendations to the Board regarding the compensation of the directors. The Compensation Committee also evaluates and approves any amendment, subject to shareholder approval, to the Company’s existing equity-related plans and approves the adoption of any new equity-related plans, subject to shareholder and Board approval. The Compensation Committee is required to be comprised of at least three directors who are “non-employee directors” and determined by the Board to be “independent” under the SEC rules and NYSE’s listing standards. The Board has determined that all members are independent as defined by the Listing Standards or rules of the SEC and NYSE. The report of the Compensation Committee is included below. Messrs. Smith (Chairman), Lanier, Matiuk, and Montgomery are members of the Compensation Committee, which held three meetings and acted by unanimous written consent once during 2005. Ambassador Swindells was appointed to the Compensation Committee on February 6, 2006.
|
|||||
|
|
||||||
|
This page was last updated on Tuesday, April 11, 2006, at 01:11:59 PM. Copyright © 1994-2008 by Swift Energy Company. |
||||||
|
|