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Committees of the BoardExcerpted from April 7, 2008, Proxy Statement During 2007, each director attended at least 75% of the aggregate of (i) the total number of meetings of the Board and (ii) the total number of meetings of all committees of the Board on which he or she served.
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 auditor. 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 NYSE Listed Company
Manual and the rules of the SEC. 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.
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 SEC rules and NYSE’s listing standards. The
Board has determined that all members are independent as defined
by the NYSE listing standards or rules of the SEC and NYSE. The
report of the Compensation Committee is included below.
Messrs. Smith (Chairman), Lanier, Matiuk, Montgomery and
Swindells are members of the Compensation Committee.
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. 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 NYSE listing
standards and the rules of the SEC. Messrs. Matiuk (Chairman),
Galvin and Swindells and Ms. Cannon are members of the Corporate
Governance Committee and, as determined by the Board, all are
independent as defined in the NYSE listing standards and rules
of the SEC.
Executive Committee. The Executive Committee is
authorized to act for the Board at times when it is not
convenient for the full Board to act as an assembled board,
except where full Board action is required by applicable law.
Any action taken by the Executive Committee is required to be
reported at the next full Board meeting. Messrs. Swift
(Chairman), Galvin and Lanier are members of the Executive
Committee.
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This page was last updated on Thursday, December 18, 2008, at 04:19:36 PM. Copyright © 1994-2009 by Swift Energy Company. |
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