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The Executive Committee
Under the Company’s Bylaws, the Executive Committee
of the Board of Directors must consist of at least five
Directors, including the Chief Executive Officer, the
Chairman of the Board of Directors, the President, and
such number of other Directors as the Board of
Directors may from time to time determine. The Chief
Executive Officer (or another member of the Executive
Committee chosen by him) is the Chairman of the
Executive Committee. The Executive Committee has
and may exercise, during the intervals between
meetings of the Board of Directors, all of the powers of
the Board of Directors which may be delegated under
Georgia law.
The membership of the Executive Committee also
includes the chairpersons of the Audit
and Risk,
Compensation,
and
Corporate
Governance
Committees, and, therefore, includes the Company's
Lead Non-Management Director.
The Executive Committee, which is composed of Daniel
P. Amos (Chairman), Paul S. Amos II, Kriss Cloninger,
Douglas W. Johnson, Robert B. Johnson, and Barbara
K. Rimer, DrPH, met nine times during 2015.
The Finance and Investment (formerly Investment and Investment Risk) Committee
The Investment and Investment Risk Committee
assisted the Board of Directors by providing oversight of
the investment process and investment risk
management of the Company and its subsidiaries by
reviewing and approving the Company’s investment
policies, strategies, transactions and performances. The
“investment process” is the process by which all
investable cash flows of the Company and its
subsidiaries are invested, and by which investments are
managed to emphasize safety, liquidity, returns, tax
considerations, applicable laws and regulations, and
conformity to the needs of the Company and its
subsidiaries. The “investment risk” includes, but is not
limited to liquidity risk, market risk, and credit risk.
In November 2015, the Investment and Investment Risk
Committee was reformed as the Finance and
Investment Committee, which in addition to overseeing
the investment process and investment risk
management, provides oversight of the Company's
capital and financial resources.
Under its charter, the Finance and Investment a
Committee has the following primary duties and
responsibilities:
(1) finance oversight:
to review and reassess significant financial
policies and matters of Treasury and corporate
finance, including the Company's overall
capital structure, dividend policy, share
repurchase program, liquidity and the issuance
or retirement of debt and other capital
securities;
to review and provide guidance to the Board
on the Company and subsidiaries significant
reinsurance transactions and strategies;
to review and provide guidance on the
Company’s credit ratings, ratings strategy and
overall rating agency dialog;
to review and provide guidance to the Board
on the financing strategy and capital impact of
corporate development activities and multiyear
strategic capital project expenditures;
to review and reassess the Company’s overall
hedging strategy, including foreign exchange
hedging at the holding company, cash flow
hedging at the operating company, and as part
of investment strategies, and to ensure proper
governance over policies and procedures
associated with trading in derivative
instruments;
in partnership with the Compensation
Committee, oversee the Company's processes
for managing the finances of its employee
pension and defined contribution benefit plans,
including investment policies, actuarial
assumptions and funding policy established by
the Company for the defined benefit pension
plan; and
in partnership with the Audit and Risk
Committee, to review and provide guidance on
the
Company’s
corporate
insurance
coverages; and
to oversee the investment process and
investment risk management related
policies, strategies, and programs of the
Company and its subsidiaries;
to review and reassess, periodically, the
adequacy of Global Investment Policy of
the Company and its subsidiaries and
approve any changes, additions, or
deletions;
to review and approve investment
transactions made on behalf of the
Company and its subsidiaries;
21
(
2
)
investments oversight
: