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Board of Directors
Biographical Sketches
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.

 

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