| Meredith's
board of directors is the top governing body of the company. The
board meets quarterly to monitor the company's progress toward
goals and to make strategic decisions. Read on to discover more
about who
serves on the board of directors, their terms
of service, the board's
responsibilities, and various board
committees.
Current
Board Members
Meredith's
board of directors is comprised of 11 business professionals
from around the country. They include:
Herbert M. Baum
Chairman, President & CEO
The Dial Corporation
Elected to the board in 1994
Serves on the Executive Committee, the Nominating/Governance
Committee, and chairs the Compensation Commitee.
Mary Sue Coleman
President
The University of Michigan
Elected to the board in 1997
Serves on the Nominating/Governance Committee the Audit Committee.
Frederick
B. Henry
President
The Bohen Foundation
Elected to the board in 1969
Serves on the Compensation/Nominating Committee.
Joel W. Johnson
Chairman, President & CEO
Hormel Foods Corporation
Elected to the board in 1994
Serves on the Finance Committee and Audit Committee.
William T. Kerr
Chairman & CEO
Meredith Corp.
Elected to the board in 1994
Serves on the Executive Committee.
Robert
E. Lee
President
Glacier Properties, Inc.
Elected to the board in 1982
Serves on the Executive Committee and the Compensation Committee;
chairs the Nominating/Governance Committee.
David Londoner
General Partner
The North River Company.
Elected to the board in 2001
Serves on the Finance Committee and Audit Committee.
Mell Meredith
Frazier
Vice-President Meredith Corporation Foundation
and Director of Corporate Planning
Meredith Corporation
Elected to the board in 2000
Serves on the Finance Committee.
Philip A. Marineau
President & CEO
Levi Strauss & Co.
Elected to the board in 1998
Serves on the Nominating/Governance Committee and chairs the
Audit Committee.
Charles
D. Peebler, Jr.
Managing Director
Plum Capital
Elected to the board in 2002
Serves on the Audit Committee and the Finance Committee.
Nicholas
L. Reding
Chairman of the Board
The Keystone Center
Nidus Center for Scientific Enterprise
Vice Chairman, Retired,
Monsanto Co.
Elected to the board in 1992
Serves on the Compensation Committee; chairs the Finance Committee.
Board
Member Terms
The
board's Nominating/Governance Committee works with management
and, at times, a national search firm to nominate candidates
to fill board vacancies. Directors are elected at the annual
shareholders meeting. Board members serve 3-year terms; the
number of terms is unlimited, though board members may not run
for re-election if they will be 70 or older at the time of election.
Board
Responsibilities
While corporate officers and
executives manage Meredith's day-to-day operations and activities, the board provides
oversight, advice and counsel on issues as wide-ranging as long-term strategy, budgets,
human resources, benefits, marketing and new product development. Specifically, the board:
- Makes certain there is a management
succession plan in place.
- Reviews and approves strategic plans
and budgets.
- Approves major matters and
expenditures (acquisitions, divestitures, financings, level of debt, etc.)
- Discusses
and approves recommendations from the five board committees
(executive, finance, compensation, nominating/governance,
pension and audit)
- Monitors company policies to ensure
they comply with financial accounting standards, legal and ethical standards, laws,
regulations, etc.
- Provides general advice and counsel
to management.
Ultimately, the board has a legal
responsibility to act in the best interest of the shareholders. In practical terms, that
boils down to a financial concern, making sure the company is run soundly, ethically and
profitably.
Board
Committees
Meredith's board of
directors has five standing committees who meet regularly to discuss and decide key issues
that affect the company and its operations.
The committees and their
responsibilities include:
Executive Committee
Has the authority to meet between board meetings and make decisions about the management
of the business (except decisions about dividends, certain compensation issues or
fundamental changes in corporate structure).
Audit Committee
(Composed entirely of non-employee directors)
- Review the scope of all audits to be
performed by outside auditors.
- Review the results of the annual
audit prior to publication in the annual report.
- Meet with Internal Audit department
to determine its responsibilities.
- Review compliance with Corporate Code
of Business Conduct.
- Provide additional guidance and
assistance to make sure financial reports are complete and accurate.
Compensation
Committee
(Composed entirely of non-employee directors)
- Review
and approve corporate officer compensation.
- Review
and approve corporate salary administration plans and programs.
- Review
all employee benefit plans.
- Review
annually the performance of the CEO.
Nominating/Governance
Committee
- Serve
as nominating committee to recommend new members to the board.
- Reviews
committee structure.
- Leads
annual board self-evaluation.
- Reviews
corporate governance guidelines.
Finance Committee
- Review
and approve corporate financial policies and procedures.
- Provide
financial advice and counsel to management.
- Formulate
the dividend policy and make recommendations to the board.
- Supervise
corporate investment portfolios.
- Review
specific financing plans.
- Consider
and approve significant capital requests brought forth by
management (for instance, new building projects).
- Review
and approve operating budgets.
- Review
and approve pension plans and performance of funds.
- Monitor
pension plan administration and benefit levels.
|