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Enron Mail |
Albeit this is not an excuse for my tardiness, I stopped on this subject to
review some changes that the SEC has made with regard to the Audit Committee rules, charter and heightened attention on the liability issues surrounding this committee. First of all, I checked with Erlene Kindle in Risk management ( we share that policy under Enron's coverage) and confirmed that the restrictions within our policy should not give concern to our committee members. Also the policy was just recently renewed and is good for three years. This at least allows this issue to be well flushed out by the time a renewal would come into discussion. Even with these assurances however, I will be recommending that we increase our Audit committee fees in recognition of the serious role that this committee plays within the organization and the serious message that the SEC is trying to send on this subject. Recommendation: Service as a member of Board by an Outside Director: I would increase the flat fee to $16,000/year ( from $15,000) and increase the attendance fee to $2,000 per meeting ( from $1,000). I personally put weight on the attendance/active director role. I would leave that $5,000 bonus in place should the position be filled by a non-employee director. Service as a member of the Audit Committee by an Outside Director: I would pay a flat fee for Audit committee membership of $4,000/year ( currently none), to appropriately recognize the responsibility of that membership and pay $1,000 per meeting attended ( current rate). I would not recommend that we establish the flat fee for other committee memberships ( currently the only other committee is the Compensation Committee) and leave that open as to the level of responsibility that the committee would undertake. The difference per membership is as follows :( based on 4 meeting per year for both the Board and Audit) Currently Board Membership, full attendance: $19,000/year $24,000/year for Chairman if outside Audit Membership, full attendance: $4,000/year Proposed: Board Membership, full attendance: $24,000/year $29,000/year for Chairman if outside Audit Committee, full attendance: $8,000/year If you have any specific questions please let me know.
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