Committee Composition


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 addition to presiding over the Board, our Non-Executive Chairman presides at the executive sessions of the independent directors during quarterly Board meetings, which serves to enhance the quality of the Board’s governance and facilitates the function of the Board independently of management. Chad Fargason currently serves as the Company’s first Non-Executive Chairman of the Board.

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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