Carriage is privileged to have a Board of Directors (“Board”) consisting of highly qualified individuals who are actively involved in the oversight of your Company. Carriage currently has six directors on its Board, each of whom serve staggered three year terms. To further strengthen Carriage's corporate governance, the Audit, Compensation and Corporate Governance Committees of the Board are composed solely of independent directors. In addition, the four independent directors meet in executive session, presided by our Lead Director, without members of management present during regularly scheduled Board meetings.
In accordance with our Corporate Governance Guidelines, the independent directors of our Board meet in executive session at least quarterly, outside of the presence of non-independent directors or other members of management, with the independent auditors and then without anyone else present. In 2005, our Board approved amendments to our Corporate Governance Guidelines, which established the position of Lead Director, who is required to be qualified as independent and is appointed by a majority of the independent directors. The Lead Director’s role is to lead and facilitate the function of the Board independently of management and to enhance the quality of the Board's governance. Additionally, the Lead Director presides at the executive sessions of the independent directors during quarterly Board meetings. Donald D. Patteson, Jr. currently serves as our Lead Director.
The primary functions of the Board committees are as follows.
The Audit Committee
The Audit Committee appoints Carriage's independent auditors, reviews the plan, scope and results of the audit with the auditors and Carriage's officers, and approves audit fees and non-audit services. The Audit Committee also reviews with the auditors the significant accounting policies and internal accounting controls of Carriage.
The Compensation Committee
The Compensation Committee reviews and approves the compensation of Carriage's senior officers, including stock and other incentive compensation programs. The Compensation Committee also administers, and makes grants of stock options, under Carriage's stock incentive plans.
The Corporate Governance Committee
The Corporate Governance Committee reviews the structure of the full Board, evaluates the Board's performance and makes recommendations regarding the size of the Board and the number and classification of directors. The Corporate Governance Committee also conducts a search for suitable and qualified candidates to serve as directors when the terms of office are up for election at each year's annual meeting of stockholders and submits the names of candidates for such positions for consideration by the Board.
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