UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to S240.14a-12
CONSOLIDATED-TOMOKA LAND CO.
(Name of registrant as specified in its charter)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Acts Rules 14a-6(i)(1)
and 0-11.
1. Title of each class of securities to which transaction
applies:
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2. Aggregate number of securities to which transaction applies:
--------------------------------------------------------------
3. Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how it
was determined:
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4. Proposed maximum aggregate value of transaction:
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5. Total fee paid:
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CONSOLIDATED-TOMOKA LAND CO.
PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
FOR ANNUAL MEETING OF SHAREHOLDERS
APRIL 26, 2006
The undersigned hereby appoints William H. McMunn and Bruce W.
Teeters, each or either of them, as Proxies, each with the power to
appoint his substitute, and hereby authorizes them to represent, and
to vote, as designated below, all the shares of common stock of
Consolidated-Tomoka Land Co. held of record by the undersigned on
March 1, 2006, at the annual meeting of shareholders to be held April
26, 2006, or any adjournment or postponement thereof.
Election of one Class I Director for a one-year term ending in
2007 and three Class III Directors for three-year terms ending in
2009.
[ ] FOR all nominees listed below [ ] WITHHOLD AUTHORITY to vote
(except as marked to for all nominees listed
the contrary below) below
To withhold authority to vote for any individual nominee, strike a
line through the nominee's name in the list below.
Class I. John C. Myers, III
Class III. Gerald L. DeGood, James E. Gardner, and William J.
Voges.
In their discretion, the Proxies are authorized to vote upon such
other business as may properly come before the meeting.
CONSOLIDATED-TOMOKA LAND CO.
PROXY
This proxy when properly executed will be voted in the manner directed
herein by the undersigned shareholder. If no direction is made, this
proxy will be voted for the proposal.
Please sign exactly as name appears below. When shares are held by
joint tenants, both should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such. If
signing for a corporation, or partnership, authorized person should
sign full corporation or partnership name and indicate capacity in
which they sign.
Dated
------------------------------------
Signature
--------------------------------
Signature
--------------------------------
(if held jointly)
PLEASE MARK, SIGN, DATE, AND RETURN THE PROXY CARD PROMPTLY USING
THE ENCLOSED ENVELOPE.
CONSOLIDATED-TOMOKA LAND CO.
Post Office Box 10809
Daytona Beach, Florida 32120-0809
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
April 26, 2006
To the Shareholders:
The annual meeting of shareholders of Consolidated-Tomoka Land Co., a
Florida corporation (the "Company"), will be held at the LPGA
International Clubhouse, 1000 Champions Drive, Daytona Beach, Florida,
on Wednesday, April 26, 2006, at ten o'clock in the morning for the
following purposes:
1. To elect one director to serve for a one-year term,
expiring at the annual meeting of shareholders to be held
in 2007, and to elect three directors to serve for a
three-year term expiring at the annual meeting of
shareholders to be held in 2009.
2. To transact such other business as may properly come
before the meeting or any adjournment thereof.
Shareholders of record at the close of business on March 1, 2006, are
entitled to notice of, and to participate in and vote at the meeting.
A complete list of shareholders as of the record date will be
available for shareholders' inspection at the Corporate Offices at
1530 Cornerstone Boulevard, Suite 100, Daytona Beach, Florida, for at
least ten days prior to the meeting.
By Order of the Board of Directors
/s/ Linda Crisp
----------------------------
Linda Crisp
Corporate Secretary
Daytona Beach, Florida
March 24, 2006
All shareholders are requested to date and sign the enclosed proxy and
return it promptly in the accompanying envelope. This proxy is
revocable by you at any time before it is exercised by notifying the
corporate secretary of the Company in writing or by submitting a
properly executed, later-dated proxy. Signing a proxy will not affect
your right either to attend the meeting and vote your shares in person
or to give a later proxy.
A COPY OF THE COMPANY'S MOST RECENT FORM 10-K ANNUAL REPORT FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION WILL BE FURNISHED, WITHOUT
CHARGE, TO ANY SHAREHOLDER UPON WRITTEN REQUEST DIRECTED TO THE
COMPANY'S SECRETARY, POST OFFICE BOX 10809, DAYTONA BEACH, FLORIDA
32120-0809.
1
CONSOLIDATED-TOMOKA LAND CO.
PROXY STATEMENT
INTRODUCTION
This proxy statement and the enclosed form of proxy are being
sent to the shareholders of Consolidated-Tomoka Land Co., a Florida
corporation (the "Company"), on or about March 24, 2006, in connection
with the solicitation by the Board of Directors of the Company of
proxies to be used at the annual meeting of shareholders to be held on
Wednesday, April 26, 2006 (and at any adjournment or adjournments
thereof), for the purposes set forth in the accompanying notice of
annual meeting. Shareholders who execute proxies retain the right to
revoke them at any time before they are exercised by sending written
notice to the secretary of the Company, by submitting a properly
executed, later-dated proxy, or by attending the annual meeting and
electing to vote in person.
The cost of preparing, assembling, and mailing material in
connection with this solicitation will be borne by the Company.
At the close of business on March 1, 2006, there were 5,671,749
shares of common stock, $1 par value, of the Company outstanding.
Each holder of common stock of record on that date is entitled to one
vote for each share held by such shareholder on every matter submitted
to the meeting. The Company's Articles of Incorporation and Bylaws do
not provide for cumulative voting for the election of directors, which
is permitted but not required by Florida law.
See "Security Ownership of Certain Beneficial Owners and
Management" below for information as to the beneficial ownership of
common stock of the Company as of March 1, 2006, by each director of
the Company and by all directors and executive officers as a group.
ELECTION OF DIRECTORS
The Company's Articles of Incorporation divide the Board of
Directors into three classes, as nearly equal as possible. At the
2006 annual meeting of shareholders, one Class I director and three
Class III directors are to be elected, each to hold office until the
annual meeting of shareholders to be held in 2007 and 2009,
respectively, or until their successors are elected and qualified.
It is the intention of the persons named in the accompanying form
of proxy to vote such proxy for the election as directors of the
persons named below who have been recommended to the Board of
Directors by the Corporate Governance Committee as nominees for Class
I and Class III unless authority to do so is withheld.
All nominees for election as directors are now directors with the
exception of John C. Myers, III, who has been nominated to replace
David D. Peterson, who will retire at the annual meeting of
shareholders in April. Each nominee has indicated his willingness to
serve if elected. If any nominee should be unable to serve, which is
not now anticipated, the proxy will be voted for such other persons as
shall be determined by the persons named in the proxy in accordance
with their judgment.
The election of Messrs. DeGood, Gardner, Myers, and Voges will
require the affirmative vote of the holders of a plurality of the
shares present or represented at the meeting. The Board of Directors
of the Company recommends a vote "for" the election of Mr. Myers as a
director in Class I and Messrs. DeGood, Gardner, and Voges as
directors in Class III. Proxies solicited by the Board will be so
voted unless shareholders specify in their proxies a contrary choice.
Abstentions will be treated as shares represented at the meeting, but
not voting, so they will have no effect on the outcome of the voting
to elect directors. Broker non-votes will not be considered as
shares represented at the meeting.
2
Additional information concerning the nominees and the directors
appears below.
OTHER PUBLIC
NAME, COMPANIES
AGE AT JANUARY 31, 2006, CLASS AND WHERE
AND PRINCIPAL OCCUPATION DIRECTOR EXPIRATION SERVING AS A
SINCE JANUARY 1, 2001 SINCE OF TERM BOARD MEMBER
- ------------------------ --------- ---------- ------------
JOHN C. ADAMS, JR. - AGE 69(1)(3) 1977 I None
Executive vice president of Brown and Brown, 2007
Inc. (an insurance agency).
BOB D. ALLEN - AGE 71(1) 1990 I None
Chairman of the board since April 1998. 2007
GERALD L. DeGOOD - Age 63(3) 2004 III Bairnco
Consultant since June 1999; partner in Arthur 2006 Corporation
Andersen LLP from 1974 to June 1999. (a designer,
manufacturer
and seller
of engineered
materials and
replacement
products and
services)
JAMES E. GARDNER - AGE 67 (2)(4) 2005 III None
Retired in 2000 as president and chief 2006
executive officer of ITT Community
Development Corporation.
BYRON E. HODNETT - AGE 61 (2)(4) 2005 II None
Retired in 1999 as president and chief 2008
executive officer of First Union's Florida
Bank.
ROBERT F. LLOYD - AGE 70(2)(4) 1991 II None
Chairman of the board and chief executive 2008
officer of Lloyd Automotive Management, Inc.
since August 1998. Chairman of the board
and chief executive officer of Lloyd
Buick-Cadillac Inc. from July 1992 until
December 31, 2004.
WILLIAM H. McMUNN - AGE 59(1) 1999 II None
President of the Company since January 2000 2008
and chief executive officer since April 2001;
president, Indigo Development Inc., a
subsidiary of the Company, since
December 1990.
JOHN C. MYERS, III - AGE 59 Nominee I None
President and chief executive officer of 2007
the Reinhold Corporation (a privately
owned family corporation with land holdings,
forestry and an ornamental tree nursery)
since 1993.
3
OTHER PUBLIC
NAME, COMPANIES
AGE AT JANUARY 31, 2006, CLASS AND WHERE
AND PRINCIPAL OCCUPATION DIRECTOR EXPIRATION SERVING AS A
SINCE JANUARY 1, 2001 SINCE OF TERM BOARD MEMBER
- ------------------------ --------- ---------- ------------
WILLIAM J. VOGES - AGE 51(3) 2001 III None
President, chief executive officer since 1997, 2006
and general counsel since 1990 of The Root
Organization (a private investment company
with diversified holdings).
(1) Member of the Executive Committee, which held no meetings in
2005. The Executive Committee has the authority during
intervals between meetings of the Board of Directors to exercise
power on matters designated by the Board.
(2) Member of the Compensation and Stock Option Committee.
(3) Member of the Audit Committee.
(4) Member of the Corporate Governance Committee.
All members of the Board of Directors attended more than 75% of
all of the meetings of the Board and all committees on which they
served during 2005.
Board Compensation. During 2005, the Board of Directors held one
regular and three special meetings. Each non-employee director
received a fee of $1,500 for each board meeting he attended in 2005.
Each non-employee director received, in addition to meeting fees, an
annual retainer of $15,000, payable quarterly. Mr. Allen, as Chairman
of the Board, received an annual fee of $50,000, payable quarterly, in
addition to receiving regular directors' fees. Members of the Board's
Executive, Compensation and Stock Option, and Corporate Governance
Committees also received $1,000 for each meeting of those committees
attended in 2005, and Audit Committee members received $1,500 for each
committee meeting attended. Chairmen of those committees received
$2,000 per meeting attended, except the Audit Committee Chairman
received $3,000 for each such committee meeting he attended.
CORPORATE GOVERNANCE AND
COMMITTEES OF THE BOARD OF DIRECTORS
The Company regularly monitors developments in the area of
corporate governance. The Company has taken steps to comply with the
Sarbanes-Oxley Act of 2002 and the recent changes to the corporate
governance and listing requirements of the American Stock Exchange.
Independent Directors
- ---------------------
A majority of the members of the Company's Board of Directors are
independent under the listing standards of the American Stock
Exchange. The Board of Directors has determined that all of the
directors are independent pursuant to Section 121A of the American
Stock Exchange Company Guide except William H. McMunn, who is
president and chief executive officer of the Company.
The Company's independent directors hold a formal meeting quarterly,
separate from management and non-independent directors.
4
Audit Committee
- ---------------
The Audit Committee, which held five meetings in 2005, provides
assistance to the Board of Directors in fulfilling its oversight
responsibilities with respect to the integrity of the Company's
financial statements, the Company's compliance with legal and
regulatory requirements, the qualifications, independence and
performance of the Company's independent auditor, the Company's
systems of internal controls over financial reporting established by
management and the Board, and the Company's auditing, accounting and
financial reporting processes generally. KPMG LLP, the Company's
independent auditors, reports directly to the Audit Committee.
The Audit Committee acts under a written charter adopted by the Board
of Directors, which was amended in April 2005, and is attached to this
proxy statement as Exhibit A.
All members of the Audit Committee are independent under the listing
standards of the American Stock Exchange and Rule 10A-3 promulgated
under the Securities Exchange Act of 1934.
All Audit Committee members possess the level of financial literacy
required by the listing standards of the American Stock Exchange.
Mr. DeGood, as chairman of the Audit Committee, meets the current
standard of requisite financial management expertise as required by
the American Stock Exchange and is an "audit committee financial
expert" as defined by the rules adopted by the Securities and Exchange
Commission.
The Audit Committee has adopted Policies and Procedures for Complaints
and Concerns Regarding Accounting, Internal Accounting Controls, and
Auditing Matters to enable confidential and anonymous reporting to the
Audit Committee.
Compensation and Stock Option Committee
- ---------------------------------------
The Compensation and Stock Option Committee, which held one meeting in
2005, assists the Board of Directors in discharging its
responsibilities relating to the compensation of the Company's chief
executive officer and other officers, makes compensation
recommendations to management and the Board of Directors, and
administers the 2001 Stock Option Plan.
All members of the Compensation and Stock Option Committee are
independent under the listing standards of the American Stock
Exchange.
Corporate Governance Committee
- ------------------------------
The Corporate Governance Committee, which held two meetings during
2005, was formed to perform the functions of a nominating committee
and recommends to the Board individuals qualified to become members of
the Board based on criteria approved by the Committee and nominees for
the Board for annual meetings of the shareholders. The Committee also
recommends to the Board the corporate governance guidelines
appropriate to the Company.
All members of the Corporate Governance Committee are independent
under the listing standards of the American Stock Exchange.
The Corporate Governance Committee operates under a formal charter
that governs its duties and standards of performance. A copy of the
charter was included as an appendix to the Company's proxy statement
dated April 28, 2004.
5
Consideration of Director Nominees
- ----------------------------------
The policy of the Corporate Governance Committee is to consider
nominations from shareholders for candidates for membership on the
Board of Directors. To recommend a candidate to the Committee,
shareholders should submit the nominee's name and qualifications for
Board membership in writing to the Company's Secretary at Post Office
Box 10809, Daytona Beach, Florida 32120-0809.
The Corporate Governance Committee has established specific, minimum
qualifications that must be met by a Committee-recommended nominee.
Under these criteria, a majority of the Board should be independent
under the listing standards of the American Stock Exchange. In
addition, a nominee should demonstrate high ethical standards and
integrity in his or her personal and professional dealings and be
willing to act on and remain accountable for boardroom decisions;
should have the ability to provide wise, thoughtful counsel on a broad
range of issues; should possess high intelligence and wisdom and apply
it in decision making; should be financially literate; should value
board and team performance over individual performance; should be open
to other opinions and willing to listen; should approach others
assertively, responsibly and supportively and raise tough questions in
a manner that encourages open discussion; should have a history of
achievements that reflect high standards for themselves and others;
should be committed to seeking exceptional performance of the Company,
both in absolute terms and relative to its peers; and should have the
ability to commit sufficient time and attention to the activities of
the Company.
The Corporate Governance Committee assesses the size and membership of
the Board and determines whether any vacancies are to be expected. In
the event of any vacancies, the Committee considers potential
candidates for director, which may come to the Committee's attention
through current Board members, shareholders, professional search firms
or other persons. In addition to the specific, minimum qualifications
described above, the Committee seeks to ensure that the Board as a
whole will possess the following specific qualities or skills:
expertise in management or oversight of financial accounting and
control; a record of making sound business decisions; cognizance of
current general management trends and "best practices;" relevant
knowledge specific to the industries in which the Company operates;
ability and willingness to motivate and require high-performance by
management; and capability of questioning, approving, and monitoring
the Company's strategic plans, providing insight and directional
focus. The Committee meets to review and report to the Board on
possible candidates for membership and annually recommends a slate of
nominees to the Board with respect to nominations for the Board at the
annual meeting of shareholders.
The nomination of Mr. Myers was recommended by William H. McMunn,
President and Chief Executive Officer of the Company. Mr. Gardner,
who was appointed to the Board of Directors in April 2005, was
recommended by Robert F. Lloyd, a director of the Company.
6
Codes of Ethics
- ---------------
The Company has adopted a Code of Ethics for Principal Executive
Officers and Senior Financial Officers, violations of which may be
reported to the Audit Committee. The Company will provide a copy of
this code to any person without charge upon request. Any such request
should be made in writing to the Company's Secretary at Post Office
Box 10809, Daytona Beach, Florida 32120-0809.
The Company has adopted a Code of Business Conduct and Ethics that
includes provisions ranging from legal compliance to conflicts of
interest. All employees and directors are subject to this code.
Communication with the Board of Directors
- -----------------------------------------
Individuals may communicate with the Board of Directors by writing to
Bob D. Allen, Chairman of the Board, Consolidated-Tomoka Land Co.,
P.O. Box 10809, Daytona Beach, Florida 32120-0809.
Policy on Board Attendance at Annual Meeting of Shareholders
- ------------------------------------------------------------
The policy of the Company is to encourage members of the Board of
Directors to attend the annual meeting of shareholders. All directors
attended the prior year's annual meeting.
7
SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table contains information at March 1, 2006, on the
number of shares of common stock of the Company, of which each
director and each officer named in the Summary Compensation Table set
forth elsewhere in this Proxy Statement had outright ownership, or,
alone or with others, any power to vote or dispose of the shares, or
to direct the voting or disposition of the shares by others, and the
percentage of the aggregate of such shares to all of the outstanding
shares of the Company. The table also sets forth information with
respect to all persons known by the Company to own beneficially more
than 5% of the Company's common stock as of March 1, 2006:
Power over Voting
or Disposition Aggregate
Name Sole Shared Shares Percent
- ------------------------------------------- ----------------- -----------------
Barclays Global Investors, NA (1) 285,009 - 285,009 5.0%
45 Fremont Street
San Francisco, CA 94105
Mercury Real Estate Advisors LLC (2) 423,208 -- 423,208 7.5%
100 Field Point Road
Greenwich, CT 06830
PICO Holdings, Inc (3) 310,000 -- 310,000 5.5%
875 Prospect Street, Suite 301
LaJolla, CA 92037-4264
Third Avenue Management LLC (4) 644,040 -- 644,040 11.4%
622 Third Avenue, 32nd Floor
New York, NY 10017
John C. Adams, Jr. 11,000 (5) -- 11,000 (5) *
Bob D. Allen 44,034 -- 44,034 1.0%
Robert F. Apgar 1,200 (6)12,382 13,582 (6) *
Gerald L. DeGood 494 -- 494 *
James E. Gardner 250 -- 250 *
Byron E. Hodnett -- -- -- --
Robert F. Lloyd 1,170 -- 1,170 *
William H. McMunn 20,100 (6)46,419 66,519 (6) 1.2%
John C. Myers, III -- -- -- --
David D. Peterson 4,887 -- 4,887 *
Bruce W. Teeters 34,631 (6,7) -- 34,631 (6,7)1.0%
William J. Voges 1,380 489(8) 1,869 (8) *
Directors, Director Nominee and
Executive Officers as a group (12 persons) 119,146 (6)59,290 178,436 (6) 3.1%
*Less than 1%.
(1) Bank as defined in Section 3 (a)(b) of the Act (15 U.S.C. 78c).
Information derived from Schedule 13G, dated January 31, 2006, filed
with Securities and Exchange Commission.
(2) Registered investment adviser with offices at the above address.
Information derived from Schedule 13G/A dated February 13, 2006,
filed with the Securities and Exchange Commission.
8
(3) A parent company with offices at the above address. Information
derived from Schedule 13G, dated February 7, 2005, filed with the
Securities and Exchange Commission.
(4) Registered investment adviser with offices at the above address.
Information derived from Schedule 13G/A dated February 14, 2006, filed
with the Securities and Exchange Commission.
(5) Does not include 4,000 shares held in trust for Mr. Adams' wife
who has sole voting and disposition power over these shares.
(6) Includes shares subject to options that are currently exercisable
within 60 days of March 1, 2006: Robert F. Apgar, 1,200 shares;
William H. McMunn, 20,000 shares; Bruce W. Teeters, 8,000 shares; and
executive officers as a group, 29,200 shares.
(7) Includes 200 shares held by Mr. Teeters' wife who has sole voting
and disposition over these shares.
(8) Includes 200 shares held jointly with his wife, for which Mr.
Voges does not have voting power.
CERTAIN TRANSACTIONS
William J. Voges, a director of the Company, serves as an officer
and director of the Managing Member of Silver Holly Development, LLC,
which purchased $67,240 in impact fee credits from the Company on
January 10, 2006, in a cash transaction at market value and on
prevailing market terms and conditions, pursuant to a provision of a
sales contract assigned to Silver Holly Development, LLC in December
2004.
EXECUTIVE COMPENSATION
The sections which follow provide extensive information
pertaining to the compensation of the executive officers of the
Company. This information is introduced in the Compensation Committee
Report on Executive Compensation set forth below and describes the
policies and components of the Company's Compensation Program.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL SHAREHOLDER RETURN AMONG
CONSOLIDATED-TOMOKA LAND CO., AMERICAN STOCK EXCHANGE INDEX,
AND REAL ESTATE INDUSTRY INDEX
The following performance graph shows a comparison of cumulative
total shareholder return from a $100 investment in the stock of the
Company over the five-year period ending December 31, 2005, with the
cumulative shareholder return of the American Stock Exchange Composite
Index and the Real Estate Industry Index (MG Industry Group), which
consists of six companies: American Community Properties Trust, Avatar
Holdings, California Coastal Communities Inc., Heartland Partners
Limited Partnership, Maxxam Inc., and Oakridge Holdings Inc. Note
that historic stock price performance is not necessarily indicative of
future price performance.
FISCAL YEAR ENDING
------------------
COMPANY/INDEX/MARKET 12/31/2000 12/31/2001 12/31/2002 12/31/2003 12/31/2004 12/31/2005
- -------------------- ---------- ---------- ---------- ---------- ---------- ----------
CONSOLIDATED-TOMOKA LAND CO. $100.00 $169.40 $165.78 $284.14 $376.40 $623.68
AMEX MARKET VALUE $100.00 $119.14 $132.57 $176.02 $214.97 $319.96
PEER GROUP $100.00 $122.64 $105.41 $182.53 $272.92 $371.95
9
REPORT OF THE COMPENSATION AND STOCK OPTION COMMITTEE
ON EXECUTIVE COMPENSATION
The Compensation and Stock Option Committee of the Board of
Directors consists solely of independent, outside directors. The
Committee met once during 2005. The Committee reviews and recommends
salary adjustments for officers and key personnel with salaries in
excess of $75,000, administers the Company's 2001 Stock Option Plan,
and makes recommendations to the Board with respect to the Company's
Compensation Program for the executive officers named in the following
Summary Compensation Table. The three individuals named in the
Summary Compensation Table are the only persons earning more than
$100,000 in annual compensation who fall within the Securities and
Exchange Commission definition of executive officers.
The annual compensation program includes base pay plus an
incentive program to reward key management employees who are in a
position to make substantial contributions to the success or the
growth of the Company and its subsidiaries. The Company seeks to
provide through this program compensation opportunities that are
competitive and directly related to Company performance. All
participants in the incentive plan were approved by the Compensation
Committee. There were eight participants in the plan during 2005.
The executive officers are evaluated on performance, corporate
and individual, based on a pay-for-performance system. Corporate
performance is based on the Company's growth in earnings per share and
progress on projects and activities which will have a major effect on
future earnings. Individual performance includes implementation of
goals and objectives, strategic planning, civic involvement, and
public affairs. Base pay is designed to provide competitive rewards
for the normal duties associated with the individual's job
description. The incentive pay component is designed to stimulate
actions that contribute to improve operating and financial results.
The Summary Compensation Table shows the incentive awards (under
"Bonus" in the Table) to the named executive officers for the past
three years. For 2005, the goals for all executive officers included
an overall operating and financial performance target measured by net
income plus additional quantitative indicators. In addition to the
2005 quantified objectives, the Committee evaluated performance
against predetermined qualitative objectives in determining the amount
of incentive awards. Qualified objectives are incorporated in an
annual operating plan approved by the Board of Directors. The annual
real estate sales goal is the most significant operating item and has
the greatest effect on earnings per share. Qualitative objectives
include actions which maximize real estate sales prices and sales
absorption rates, maximize returns from income properties, enhance
relations with local government staff, improve productivity and
control expenses, and involve participation in community activities.
10
The Summary Compensation Table shows the Options/SAR (Stock
Appreciation Right) Grants to the named executive officers for the
past three years. The exercise price of the options granted was equal
to the market value of the underlying common stock on the date of the
grant. Therefore, the value of these grants to the officers is
dependent solely upon the future growth in share value of the
Company's common stock. The stock appreciation right entitles the
optionee to receive a supplemental payment, which at the election of
the Committee may be paid in whole or in part in cash or in shares of
common stock equal to a portion of the spread between the exercise
price and the fair market value of the underlying shares at the time
of exercise.
The Company's CEO, Mr. McMunn, received a bonus of $176,000, a
20,000 stock option/SAR award, and a 4% increase in salary. The bonus
was equal to the 2004 bonus based on approximately equal Company
earnings and the following factors: his continued provision of
excellent leadership in the execution of the annual land sales plan,
regularly achieving maximum sales value while increasing the value of
future sales opportunities; his demonstration of increased knowledge
of global issues that affect the long-term success of the Company; his
participation in political activities at the State and local level
that keep him well informed on political actions, which may affect
Company operations; his leadership in successful efforts to reach a
settlement with the IRS (which clarifies the 1031 transactions
originating in the DRI footprint); and negotiating a development
agreement with Volusia County setting forth an important understanding
on future roads traversing Company land. The 20,000 stock option/SAR
award stems from the Company's desire to align the long-term interest
of the Company with that of the chief executive officer. The 4%
salary increase was based on the Board's desire to have base salary
keep pace with the base salary of similar positions in comparable
companies. He is challenged to maintain a proper balance between
seeking outside professional advice and good expense control due to an
increase in regulations typical of most small companies.
The Company provides its executive officers, including the named
officers, with a variety of perquisites, including use of a Company
automobile, including gasoline and car maintenance, except Robert F.
Apgar, who elected to take a salary adjustment in lieu of a Company
automobile. The Company also provides club membership to LPGA
International, Company paid medical and dental insurance, and long-
term disability. The value of these perks does not exceed the lesser
of $50,000 or 10% of the total of annual salary and bonus for any
named executive officer, as shown in the Summary Compensation Table.
The perquisites available to executive officers are generally made
available to all officers at or above the level of vice president,
with the exception of Company automobiles. These perks are an
important component of compensation and help recruit and retain top
management talent.
The Committee believes that the components of salary, Stock
Options/SARs, and incentive awards are fair, competitive, and in the
best interest of the Company. Specific salary and incentives are
disclosed in the Summary Compensation Table and the Options/SAR Grants
in Last Fiscal Year Table.
By the Compensation Committee: Robert F. Lloyd, Chairman, James E.
Gardner, Byron E. Hodnett, and David D. Peterson.
11
SUMMARY COMPENSATION TABLE
The following table sets forth the annual, long-term and other
compensation for the Company's Chief Executive Officer and each of the
other executive officers during the last fiscal year, as well as the
total annual compensation for each such individual for the two
previous fiscal years.
ANNUAL COMPENSATION LONG-TERM COMPENSATION
------------------- ----------------------
OTHER SECURITIES
ANNUAL UNDERLYING ALL OTHER
NAME AND PRINCIPAL FISCAL COMPEN- OPTIONS/SARS COMPENSATION
POSITION YEAR(1) SALARY BONUS SATION(2) AWARDS (3)
- ------------------ ------ ------- ------- --------- -------------- ------------
William H. McMunn 2005 $262,080 $176,000 $ -- 20,000 $1,085
President and 2004 $252,000 $176,000 $ -- 20,000 $1,053
Chief Executive Officer 2003 $242,190 $160,000 $ -- 20,000 $1,121
Bruce W. Teeters 2005 $227,475 $ 88,000 $ -- 8,000 $1,085
Senior Vice President 2004 $218,725 $ 88,000 $ -- 8,000 $1,053
Finance and Treasurer 2003 $210,312 $ 80,000 $ -- 8,000 $1,121
Robert F. Apgar 2005 $164,424 $ 82,500 $ -- 8,000 $1,085
Senior Vice President 2004 $158,100 $ 88,000 $ -- 8,000 $1,053
General Counsel 2003 $140,000 $ 80,000 $ -- 8,000 $1,121
(1) Fiscal year ends December 31.
(2) In this column, the aggregate amount of perquisites and other
personal benefits did not exceed the lesser of $50,000 or 10% of
the executive's salary and bonus, and the executive had no other
compensation reportable under this category.
(3) Premium for term life insurance.
12
OPTIONS/SAR GRANTS IN LAST FISCAL YEAR
The following table sets forth information concerning options granted
to executive officers named in the Summary Compensation Table during
the fiscal year ended December 31, 2005:
Individual Grants
-----------------
NUMBER OF % OF TOTAL POTENTIAL REALIZABLE
SECURITIES OPTIONS/SARS VALUE AT ASSUMED
UNDERLYING GRANTED TO EXERCISE ANNUAL RATES OF STOCK
OPTIONS/SARS EMPLOYEES IN PRICE EXPIRATION PRICE APPRECIATION
NAME GRANTED #(1) FISCAL YEAR ($/Sh) DATE FOR OPTION TERM (2)
- ------------------ ------------ ------------ ------- --------- -----------------------
5% 10%
--------- ----------
William H. McMunn 20,000 36.4% 42.87 01/27/15 $539,214 $1,366,475
Bruce W. Teeters 8,000 14.5% 42.87 01/27/15 $215,686 $ 546,590
Robert F. Apgar 8,000 14.5% 42.87 01/27/15 $215,686 $ 546,590
(1) Each of these options was granted pursuant to the 2001 Stock
Option Plan and is subject to the terms of such plan. These options
are exercisable to no more than one-fifth of the total number of
shares covered by the option during each twelve month period
commencing twelve months after the date of grant on January 27, 2005.
In addition, each of these option grants included a tandem SAR,
exercisable only to the extent that the related option is exercisable.
Upon the exercise of a tandem SAR, the holder is entitled to receive
the value of the SAR, calculated by subtracting the excess of the fair
market value of the common stock over the exercise price of the
related option from the quotient obtained by dividing such amount by
one minus the holders' personal income tax rate. The tandem SAR is
payable upon exercise in cash or common stock, at the discretion of
the stock option committee. The tandem SAR can be exercised only
until the later of the end of (a) the 90-day period following the
exercise of the related option or (b) the 10-day period beginning on
the 3rd business day after the date on which the Company releases its
official financial data for the quarter in which the related option
was exercised.
(2) Potential gains are calculated net of the exercise price but
before taxes associated with the exercise. These amounts represent
hypothetical gains that could be achieved for the options if they were
exercised at the end of the option term. The assumed 5% and 10% rates
of stock appreciation are based on appreciation from the exercise
price per share. These rates are provided in accordance with the
rules of the SEC and do not represent the Company's estimate or
projection of the Company's future common stock price. Actual gains,
if any, on stock option exercises are dependent on the Company's
future financial performance, overall stock market conditions and the
option holders' continued employment through the vesting period.
These amounts do not include the value of the options' tandem SARS
because the value of such SARS will not be determinable until the time
of exercise.
13
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTION/SAR VALUES
The following table provides information related to options
exercised by the named executive officers during the fiscal year ended
December 31, 2005 and the number of options at fiscal year end which
are currently exercisable.
NUMBER OF
SHARES NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING VALUE UNDERLYING UNEXERCISED OPTIONS/ IN-THE-MONEY OPTIONS/SARS
OPTIONS/SARS REALIZED SARS AT DECEMBER 31, 2005 (#)(1) AT DECEMBER 31, 2005 (2) ($)
EXERCISED(#) ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ----------------- ----------- -------- ----------- ----------------- ----------- -------------
William H. McMunn
Stock Options 16,000 519,040 -0- 60,000 -0- 1,513,920
SARS 16,000 279,483
Bruce W. Teeters
Stock Options 6,400 189,040 -0- 24,000 -0- 605,568
SARS 6,400 98,301
Robert F. Apgar
Stock Options 5,600 156,872 -0- 22,800 -0- 588,148
SARS 5,600 79,694
(1) These amounts do not include tandem SARS.
(2) These amounts do not include the value of the options' tandem
SARS because the value of such SARS will not be determinable
until the time of exercise. The value of unexercised in-the-
money options represents the aggregate amount of the excess of
$70.90, the closing price of the Company's Common Stock on
December 31, 2005, over the exercise price of all options held
on such a date.
14
EQUITY COMPENSATION PLANS
The following table summarizes share and exercise price
information about the Company's equity compensation plans as of
December 31, 2005:
Number of securities
remaining available for
future issuance under
Number of securities to Weighted-average equity compensation
be issued upon exercise exercise price of plans (excluding
of outstanding options, outstanding options, securities reflected
Plan Category warrants and rights warrants and rights in column (a))
- ------------- ----------------------- ------------------- -----------------------
(a) (b) (c)
Equity compensation
plans approved by
security holders 160,600 $30.82 235,000
Equity compensation
plans not approved
by security holders -- -- --
======= ====== =======
Total 160,600 $30.82 235,000
DEFERRED COMPENSATION PLANS
Under the Company's Unfunded Deferred Compensation Plan,
effective July 1, 1981, fees earned by directors for service on the
Board and its committees may be deferred until the director attains
seventy years of age or ceases to be a member of the Board, whichever
occurs first. Under a similar plan effective October 25, 1982,
officers and key employees of the Company may elect to defer all or a
portion of their earnings until such time as the participant ceases to
be an officer or key employee. All sums credited to a participating
director, officer, or employee under either of these plans may be
distributed in a lump sum or in installments over not more than ten
calendar years following the end of the deferral period. The
participant will be entitled to elect the size of the installments and
the period over which they will be distributed. The deferred
compensation accrues interest annually at the average rate of return
earned by the Company on its short-term investments. Compensation
deferred pursuant to these plans during 2005 by officers named in the
compensation table above is included in the table.
15
PENSION PLAN
The Company maintains a defined benefit plan for all employees
who have attained the age of 21 and completed one year of service.
Pension benefits are based primarily on years of service and the
average compensation for the five highest years during the final ten
years of employment. The benefit formula generally provides for a
life annuity benefit. The amount of the Company's contributions or
accrual on behalf of any particular participant in the pension plan
cannot readily be determined. The following table shows the estimated
annual benefit payable under the pension plan (utilizing present
levels of Social Security benefits) upon retirement to persons in a
range-of-salary and years-of-service classification:
PENSION PLAN TABLE
YEARS OF SERVICE
FINAL AVERAGE ----------------
EARNINGS AS OF NRA = 65
JANUARY 1, 2005 10 15 20 25 30 35
--------------- ------- ------- ------- ------- ------- --------
$ 50,000 $ 6,078 $ 9,117 $12,156 $15,196 $ 18,235 $ 21,274
$ 75,000 $10,578 $15,867 $21,156 $26,446 $ 31,735 $ 37,024
$100,000 $15,078 $22,617 $30,156 $37,696 $ 45,235 $ 52,774
$125,000 $19,578 $29,367 $39,156 $48,946 $ 58,735 $ 68,524
$150,000 $24,078 $36,117 $48,156 $60,196 $ 72,235 $ 84,274
$160,000 $25,878 $38,817 $51,756 $64,696 $ 77,635 $ 90,574
$170,000 $27,678 $41,517 $55,356 $69,196 $ 83,035 $ 96,874
$175,000 $28,578 $42,867 $57,156 $71,446 $ 85,735 $100,024
$210,000 & Greater $34,878 $52,317 $69,756 $87,196 $104,635 $122,074
NRA = Normal Retirement Age
Calendar year of 65th birthday = 2005
2005 Social Security Covered Compensation Level is: $ 48,696
Pension Benefit is subject to IRC Section 415 Benefit Limitation of: $ 170,000
Pensionable Earnings are Subject to IRC Section 401 (a) 17 Salary
Limitations of: $ 210,000
As of December 31, 2005, the executive officers named in the
compensation table above are expected to be credited with years of
service for benefit purposes under the amended plan as follows: Mr.
Apgar, 14 years; Mr. McMunn, 14 years; and Mr. Teeters, 25 years.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Except David D. Peterson, none of the members of the
Compensation Committee has ever served as an officer or employee of
the Company or any of its subsidiaries or had any relationship with
the Company requiring disclosure under applicable SEC regulations.
Mr. Peterson served as Chairman of the Board from 1987 to 1998, and
was Acting President and Chief Executive Officer from 1989 to 1990.
16
REPORT OF THE AUDIT COMMITTEE
The Audit Committee assists the Board of Directors in fulfilling
its oversight responsibilities with respect to the integrity of the
Company's financial statements, the Company's compliance with legal
and regulatory requirements, the qualifications, independence and
performance of the Company's independent auditors, the Company's
systems of internal controls over financial reporting established by
management and the Board, and the Company's auditing, accounting and
financial reporting processes generally.
Among other things, the Audit Committee contracts with the
independent auditors to audit the financial statements of the Company;
inquires as to the independence of the auditors, and obtains at least
annually the auditors' written statement describing their independent
status; meets with the independent auditors, with and without
management present, to discuss their examination, their evaluation of
the Company's internal controls, and the overall quality of the
Company's financial reporting; and investigates any matter brought to
its attention within the scope of its duties, with the power to retain
outside counsel for this purpose, as deemed necessary by the Audit
Committee.
In connection with the preparation and filing of the Company's
Annual Report on Form 10-K for the year ended December 31, 2005:
(1) The Audit Committee reviewed and discussed the audited financial
statements with management.
(2) The Audit Committee discussed with the independent auditors the
matters required to be discussed by Statement of Auditing Standards
61.
(3) The Audit Committee reviewed the written disclosures and the
letter from the independent auditors required by the Independence
Standards Board Standard No. 1 and discussed with the auditors any
relationships that may impact their objectivity and independence and
satisfied itself as to the auditors' independence.
(4) The Audit Committee reviewed management's assertion about its
assessment of the Company's internal controls over financial reporting
and the effectiveness of those controls.
(5) The Audit Committee reviewed the independent auditors'
attestation report regarding management's assessment process over the
Company's internal controls over financial reporting and the
independent auditor's assessment of the effectiveness of those
controls.
(6) The Audit Committee reviewed all deficiencies in internal control
over financial reporting presented by management and significant
deficiencies reported by management and the independent auditors.
Based on the review and discussions referred to above, the Audit
Committee recommended to the Board of Directors of the Company that
the audited financial statements be included in the Annual Report on
Form 10-K for the year ended December 31, 2005.
By the Audit Committee: Gerald L. DeGood, Chairman, John C. Adams,
Jr., and William J. Voges
17
INFORMATION CONCERNING INDEPENDENT AUDITORS
The Company has selected the firm of KPMG LLP to serve as the
independent auditors for the Company for the current fiscal year
ending December 31, 2006. That firm served as the Company's
independent auditors for its fiscal year ended December 31, 2005.
Representatives of KPMG LLP are expected to be present at the annual
meeting of shareholders, and will have the opportunity to make a
statement if they desire to do so and are expected to be available to
respond to questions.
Auditor Fees
- ------------
The following table presents fees billed by KPMG LLP for professional
services for fiscal 2005 and 2004, by category as described in the
notes to the table.
2005 2004
---- ----
Audit Fees (1) $141,200 $116,700
Audit-Related Fees $ -0- -0-
Tax Fees (2) $184,200 $103,485
All other Fees -0- -0-
(1) Aggregate fees billed for professional services rendered by KPMG
LLP for the audit of the Company's annual financial statements, by
year, review of interim financial statements included in the Company's
Quarterly Reports on Form 10-Q and other services normally provided in
connection with the Company's statutory and regulatory filings or
engagements.
(2) Aggregate fees billed for professional services rendered by KPMG
LLP for tax compliance, tax advice and tax planning, including
preparation of tax forms, including federal and state income tax
returns, and income tax consulting services.
All fees were pre-approved by the Audit Committee.
Pre-approval Policy
- -------------------
In 2003, the Audit Committee adopted a Pre-Approval Policy
("Policy") governing the pre-approval of all audit and non-audit
services performed by the independent auditor in order to ensure that
the performance of such services does not impair the auditor's
independence.
According to the Policy, the Audit Committee will annually review
and pre-approve the audit services and fees that may be provided by
the independent auditor during the following year and may from time-
to-time review and pre-approve audit-related services, tax services
and all other services to be provided by the independent auditor. The
term of any pre-approval is 12 months from the date of pre-approval,
unless the Audit Committee specifically provides for a different
period. For pre-approval, the Audit Committee will consider whether
the service is consistent with the SEC's rules on auditor
independence, as well as whether the independent auditor is in the
best position to provide the service for reasons such as its
familiarity with the Company's business, people, culture, accounting
system, risk profile and other factors. All such factors will be
considered as a whole, with no single factor being determinative.
18
The Audit Committee may delegate pre-approval authority to one or
more of its members. The member or members to whom such authority is
delegated will report any pre-approval decisions to the Audit
Committee at its next scheduled meeting. The Committee does not
delegate its responsibilities to pre-approve services performed by the
independent auditor to management.
Pre-approval fee levels or budgeted amounts for all services to
be provided by the independent auditor will be established
periodically by the Audit Committee. Any proposed services exceeding
these levels will require separate pre-approval by the Audit
Committee.
Requests or applications to provide services that require pre-
approval by the Audit Committee will be submitted to the Audit
Committee by both the independent auditor and the Chief Financial
Officer and must include (1) a joint statement as to whether, in their
view, the request or application is consistent with the SEC's rules on
auditor independence, and (2) with respect to each proposed pre-
approved service, detailed back-up documentation regarding the
specific service to be provided. Requests or applications for
services to be provided by the independent auditor that do not require
separate approval by the Audit Committee will be submitted to the
Treasurer and will include a description of the services to be
rendered. The Treasurer will determine whether such services are
included within the list of services that have previously received the
pre-approval of the Audit Committee. The Audit Committee will be
informed on a timely basis of any such services rendered by the
independent auditor.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires
directors, executive officers, and persons who beneficially own more
than 10% of the Company's common stock to file with the SEC and
American Stock Exchange initial reports of beneficial ownership and
reports of changes in beneficial ownership of the Company's common
stock. Directors, executive officers, and beneficial owners of more
than 10% of the Company's common stock are required by SEC rules to
furnish the Company with copies of all such reports. To the Company's
knowledge, based solely upon a review of the copies of such reports
furnished to the Company and written representations from directors
and executive officers that no other reports were required, the
Company believes that Section 16(a) filing requirements applicable to
all directors and executive officers were reported timely during the
fiscal year ended December 31, 2005, except that (1) on August 22,
2005, Form 4s were filed late for William H. McMunn, Robert F. Apgar,
and Bruce W. Teeters reporting tandem stock appreciation rights on
options exercised in 2005, and (2) on January 26, 2006, Form 4s were
filed late for William H. McMunn, Robert F. Apgar, and Bruce W.
Teeters reporting stock options awarded on January 25, 2005.
19
SHAREHOLDER PROPOSALS
Shareholders are hereby notified that if they wish a proposal to
be included in the Company's proxy statement and form of proxy
relating to the 2007 annual meeting, a written copy of their proposal
must be received at the principal executive offices of the Company no
later than November 1, 2006. Proposals submitted outside the
provisions of Rule 14a-8 will be considered untimely if submitted
after February 7, 2007. To ensure prompt receipt by the Company,
proposals should be sent certified mail, return receipt requested.
Proposals must comply with the proxy rules relating to shareholder
proposals in order to be included in the Company's proxy materials.
ANNUAL REPORT
The Company's Annual Report to Shareholders for the fiscal year
ended December 31, 2005, accompanies this proxy statement. Additional
copies may be obtained by writing to the Company at P .O. Box 10809,
Daytona Beach, Florida 32120-0809.
OTHER MATTERS
The Board of Directors of the Company does not intend to bring
any other matters before the meeting, and it does not know of any
proposals to be presented to the meeting by others. If any other
matters properly come before the meeting, however, the persons named
in the accompanying proxy will vote thereon in accordance with their
best judgment.
20
EXHIBIT A
CONSOLIDATED-TOMOKA LAND CO.
AUDIT COMMITTEE CHARTER
ROLE AND PURPOSE
- ----------------
There shall be a committee of the Board of Directors to be known as
the "Audit Committee." The purpose of the Audit Committee is to
provide assistance to the Board of Directors in fulfilling its
oversight responsibilities with respect to (1) the integrity of the
Company's financial statements, (2) the Company's compliance with
legal and regulatory requirements, (3) the qualifications,
independence and performance of the Company's independent auditor, (4)
the Company's systems of internal controls regarding finance and
accounting established by management and the Board, and (5) the
Company's auditing, accounting and financial reporting processes
generally. In so doing, it is the responsibility of the Audit
Committee to maintain free and open means of communication between the
Board, the independent auditors and management. The Company's
independent auditors, in their capacity as independent public
accountants, shall be responsible to the Board of Directors and the
Audit Committee as representatives of the shareholders.
COMPOSITION
- -----------
Members of the Audit Committee shall be elected annually by the full
board and shall hold office until the earlier of (1) the election of
their respective successors, (2) the end of their service as a
director of the Company (whether through resignation, removal,
expiration of term, or death), or (3) their resignation from the
Committee. The chairperson of the Committee may be selected by the
Board of Directors or, if it does not do so, the Committee members may
elect a chairperson by vote of a majority of the full Committee.
The Audit Committee shall be composed entirely of independent
directors. The membership of the Committee shall consist of at least
three directors, each of whom shall satisfy the independence,
financial literacy and experience requirements of the Securities
Exchange Act of 1934 and the American Stock Exchange, as in effect
from time to time. The chairperson of the Committee shall satisfy the
financially sophistication requirements of the American Stock
Exchange. At least one member of the committee shall be an "audit
committee financial expert" (as such term may be defined by the
Securities and Exchange Commission).
AUTHORITY AND RESOURCES
- -----------------------
The Committee has the sale authority to hire and fire independent
auditors and to approve any significant non-audit relationship with
the independent auditors.
The Committee shall have the authority to retain outside legal,
accounting or other advisors, as it determines necessary to carry out
its duties. The Committee shall determine the extent of funding
necessary for payment of compensation to the independent auditor for
the purpose of rendering or issuing an audit report and to any
independent legal, accounting or other advisors retained to advise the
Committee.
1
AUTHORITY AND RESOURCES (CONTINUED)
- -----------------------------------
The Committee shall preapprove all auditing services and permissible
non-audit services (including the fees and terms thereof) to be
performed for the Company by its independent auditor, subject to the
de minimus exceptions for non-audit services described in the
Securities Exchange Act of 1934 and the rules promulgated thereunder
which are approved by the Committee prior to the completion of the
audit. The Committee may form and delegate authority to subcommittees
consisting of one or more members when appropriate, including the
authority to grant preapprovals of audit and permitted non-audit
services, provided that decisions of such subcommittee to grant
preapprovals shall be presented to the full Committee at its next
scheduled meeting.
DUTIES AND RESPONSIBILITIES
- ---------------------------
In carrying out its responsibilities, the Audit Committee believes its
policies and procedures should remain flexible, in order to best react
to changing conditions and to ensure that the corporate accounting and
reporting practices of the Company are in accordance with all
requirements and are of the highest quality.
The Audit Committee's duties and responsibilities shall be to:
Financial Statement and Disclosure Matters
------------------------------------------
* Discuss the annual audited financial statements and
quarterly financial statements with management and the
independent auditor.
* Periodically discuss with management and the independent
auditor significant financial reporting issues and judgments
made in connection with the preparation of the Company's
financial statements, including any significant changes in
the Company's selection or application of accounting
principles, any difficulties encountered in the course of
audit work, including any restrictions on the scope of
activities or access to required information, any major
issues as to the adequacy of the Company's internal control
over financial reporting and any special steps adopted in
light of material control deficiencies.
* Review and discuss with management and the independent
auditor management's report on internal control over
financial reporting and the independent auditor's attestation
report on management's assessment of the Company's internal
control over financial reporting prior to the filing of the
Company's Form 10-K.
* Review disclosures made to the Committee by the Company's
Chief Executive Officer and Chief Financial Officer during
their certification process for the Form 10-K and Form 10-Q
about any significant deficiencies in the design or
operation of internal control over financial reporting or
material weaknesses therein and any fraud involving
management or other employees who have a significant role in
the Company's internal control over financial reporting.
2
DUTIES AND RESPONSIBILITIES (CONTINUED)
- ---------------------------------------
* Discuss with the independent auditor the following matters:
* Methods used to account for significant unusual
transactions.
* Effects of significant accounting policies in
controversial or emerging areas for which there is a
lack of authoritative guidance or consensus.
* Processes used by management in formulating particularly
sensitive accounting estimates and the basis for the
independent auditor's conclusions regarding the
reasonableness of those estimates.
* Material audit adjustments proposed and immaterial
adjustments not recorded by management.
* Auditor's judgments about the quality of the Company's
accounting principles.
* Disagreements with management over the application of
accounting principles, the basis for management's
accounting estimates, and the disclosures in the
financial statements.
* All critical accounting policies and practices used.
* All alternative accounting and disclosure treatments of
material financial information within generally accepted
accounting principles (GAAP) that have been discussed
with management, including the ramifications of the use
of such alternative treatments and disclosures and the
treatment preferred by the independent auditor.
* Other material written communications between the
independent auditor and management.
* Periodically discuss with management and the independent
auditor the quality and adequacy of the Company's internal
control over financial reporting, any special steps adopted in
light of material control deficiencies and the adequacy of
disclosures about changes in internal control over financial
reporting.
* Review with the independent auditor and management the
coordination of audit efforts to assure completeness of
coverage, reduction of redundant efforts, and the effective
use of audit resources.
OVERSIGHT OF RELATIONSHIP WITH INDEPENDENT AUDITOR
--------------------------------------------------
* Be directly responsible for the selection and appointment,
retention, compensation, termination and oversight of the work
of the Company's independent auditor, including the approval
of all audit engagement fees and terms and resolution of
disagreements between management and the independent auditor
regarding financial reporting.
* On an annual basis, review and discuss with the independent
auditor all relationships between the independent auditor and
the Company in order to evaluate the independent auditor's
continued independence. The Committee shall ensure annual
receipt of a formal written statement from the independent
auditor consistent with the standards set by the Independence
Standards Board and shall discuss with the independent auditor
all relationships or services that may affect auditor
independence or objectivity.
3
DUTIES AND RESPONSIBILITIES (CONTINUED)
- ---------------------------------------
OVERSIGHT OF RELATIONSHIP WITH INDEPENDENT AUDITOR (CONTINUED)
--------------------------------------------------------------
* Review all reports required to be submitted by the independent
auditor to the committee under the Securities Exchange Act of
1934.
* Evaluate the independent auditor's qualifications, performance
and independence, including the review and evaluation of the
lead partner of the independent auditor, and taking into
account the opinions of management, and present its
conclusions with respect to the independent auditor to the
full Board of Directors.
* Obtain from the independent auditor assurance that Section
10A(b) of the Exchange Act has not been implicated.
GENERAL
-------
* Provide an open avenue of communication between the
independent auditor, management and the Board of Directors.
* Meet periodically with the independent auditor and management
in separate executive sessions to discuss any matters that the
Committee or these groups believe should be discussed
privately with the Audit Committee.
* Recommend to the Board of Directors policies for the Company's
hiring of current or former employees of the independent
auditor.
* Establish procedures for (1) the receipt, retention and
treatment of complaints received by the Company regarding
accounting, internal accounting controls or auditing matters
and (2) the confidential, anonymous submission by employees of
the Company of concerns regarding questionable accounting or
auditing matters.
* Prepare the report required by the Securities and Exchange
Commission to be included in the Company's annual proxy
statement and any other committee reports required by
applicable securities laws or stock exchange listing
requirements or rules.
* Oversee all related party transactions entered into by the
Company to the extent required by the rules of the American
Stock Exchange.
* Meet as circumstances require, but at least on a quarterly
basis.
* Report regularly to the Board of Directors, by means of
written or oral reports, submission of minutes of Committee
meetings or otherwise, from time to time or whenever it shall
be called upon to do so, including a review of any issues
that arise with respect to the quality or integrity of the
Company's financial statements, the Company's compliance with
legal or regulatory requirements or the performance and
independence of the Company's independent auditor.
4
DUTIES AND RESPONSIBILITIES (CONTINUED)
- ---------------------------------------
GENERAL (CONTINUED)
-------------------
* Inquire of management and the independent auditor about
significant risks or exposures and assess the steps management
has taken to minimize such risk.
* Discuss with the Company's General Counsel legal matters that
may have had a material impact on the financial statements or
the Company's compliance policies.
* Review and update this Charter annually.
INTERPRETATIONS AND DETERMINATIONS
- ----------------------------------
The Committee shall have the power and authority to interpret this
Charter and make any determinations as to whether any act taken has
been taken in compliance with the terms hereof.
LIMITATIONS
- -----------
While the Audit Committee has the responsibilities and powers set
forth in this Charter, it is not the duty of the Audit Committee to
plan or conduct audits or to determine that the Company's financial
statements and disclosures are complete and accurate and are in
accordance with generally accepted accounting principles and
applicable rules and regulations. These are the responsibilities of
management and the independent auditor.
As amended April 27, 2005
5