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OEOC Annual Conference Board of Directors April 16, 2004.

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Presentation on theme: "OEOC Annual Conference Board of Directors April 16, 2004."— Presentation transcript:

1 OEOC Annual Conference Board of Directors April 16, 2004

2 YSI at a Glance International CompanyInternational Company Headquartered in Yellow Springs, OhioHeadquartered in Yellow Springs, Ohio Employee owned since 1983Employee owned since 1983 $64 Million Revenue (2003)$64 Million Revenue (2003) 348 Employees Worldwide348 Employees Worldwide Leader in technology solutions & services for data collection and analysisLeader in technology solutions & services for data collection and analysis Mission: “Not the biggest; just the best”Mission: “Not the biggest; just the best”

3 YSI Worldwide

4 Board Structure & Composition Seven outside directors Seven outside directors Three inside (CEO, two employee/owners) Three inside (CEO, two employee/owners) Meet 5-6 times a year Meet 5-6 times a year Three committees Three committees

5 Governance & Nominating Committee Three outside directors, CEO, & two E/O directors Three outside directors, CEO, & two E/O directors Meet at least three times a year Meet at least three times a year Define skills & characteristics that the Board seeks in Directors Define skills & characteristics that the Board seeks in Directors Consider size, composition, & needs of Board Consider size, composition, & needs of Board Recommend outside Director nominees for election at next Annual Shareholders Meeting Recommend outside Director nominees for election at next Annual Shareholders Meeting Review & monitor process for election of E/O members to the Board Review & monitor process for election of E/O members to the Board Outline “job descriptions” for directors Outline “job descriptions” for directors Oversee Board performance evaluation process Oversee Board performance evaluation process

6 Audit Committee Three outside directors/CEO/CFO Three outside directors/CEO/CFO Meet at least three times a year Meet at least three times a year Review audited financial statements/ accounting principles & practices/ adequacy of internal controls Review audited financial statements/ accounting principles & practices/ adequacy of internal controls Review experience & qualifications of senior independent auditor team Review experience & qualifications of senior independent auditor team Recommend appointment of independent auditor, subject to shareholder approval Recommend appointment of independent auditor, subject to shareholder approval Approve independent auditor fees Approve independent auditor fees Review and reassess committee charter annually Review and reassess committee charter annually

7 Compensation Committee All Directors All Directors Meet twice a year Meet twice a year Oversee Executive Compensation process Oversee Executive Compensation process Determine Executive Compensation Philosophy Determine Executive Compensation Philosophy Monitor performance & effectiveness of CEO Monitor performance & effectiveness of CEO Assure that a succession plan is in place for key executives Assure that a succession plan is in place for key executives Compensation study every two years by outside consulting groups specializing in executive compensation & practices Compensation study every two years by outside consulting groups specializing in executive compensation & practices

8 Our Directors Bring: ExperienceExperience Specific expertiseSpecific expertise Creative ideasCreative ideas Objective opinionsObjective opinions Inquiring and independent mindsInquiring and independent minds Make a point of staying connected to employee/owners i.e. lunch, toursMake a point of staying connected to employee/owners i.e. lunch, tours E/O directors provide management with an in-house sounding board on day to day issues E/O directors provide management with an in-house sounding board on day to day issues


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