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for insurance sales by the affiliated companies. The
Compensation Committee has assessed the
independence of the Consultant pursuant to SEC rules
and concluded that no conflict of interest exists that
would prevent the Consultant from independently
representing the Compensation Committee.
Additional information regarding the Company’s
processes and procedures for the consideration and
determination of executive compensation can be found
in the CD&A below.
The current members of the Compensation Committee
are Robert B. Johnson (Chairman), David Gary
Thompson, and Douglas W. Johnson. All members of
the Compensation Committee are “outside” Directors as
defined by Section 162(m), “Non-employee Directors”
within the meaning of Rule 16b-3 under the Exchange
Act, and independent Directors under the applicable
NYSE listing standards. The Compensation Committee
operates under a written charter adopted by the Board
of Directors. The Compensation Committee met six
times in 2014.
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, 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 seven times during 2014.
The Investment and Investment Risk Committee
The Investment and Investment Risk Committee assists
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.
Under its charter, the Investment and Investment Risk
Committee has the following primary duties and
responsibilities: (i) to oversee the investment process
and investment risk management related policies,
strategies, and programs of the Company and its
subsidiaries; (ii) to review and reassess, periodically,
the adequacy of Global Investment Policy of the
Company and its subsidiaries and approve any
changes, additions, or deletions; (iii) to review and
approve investment transactions made on behalf of the
Company and its subsidiaries; (iv) to review the
performance of the investment portfolios of the
Company and its subsidiaries; and (v) to report
regularly to the Board with respect to such other
matters as are relevant to the Investment and
Investment Risk Committee’s discharge of its
responsibilities
and
with
respect
to
such
recommendations as the Investment and Investment
Risk Committee may deem appropriate.
The Investment and Investment Risk Committee of the
Company’s Board of Directors is composed of Charles
B. Knapp, (Chairman), Paul S. Amos II, Elizabeth J.
Hudson, and David Gary Thompson. The Investment
and Investment Risk Committee operates under a
written charter adopted by the Board of Directors. The
Investment and Investment Risk Committee met eight
times during 2014.
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