About Kimball

Committees

Committees are established by the Board from time-to-time to assist in the execution of the Board's responsibilities. There are standing committees, as well as the opportunity if necessary to appoint ad hoc committees for a specified purpose. There are currently no ad hoc committees of the Board, and there exist two standing committees:

  • Audit Committee
  • Compensation & Governance Committee

The Compensation & Governance Committee is responsible for making recommendations to the Board with respect to the assignment of Board members to these committees and with respect to the Chairs of the committees. After reviewing the Compensation & Governance Committee’s recommendations, the Board shall be responsible for appointing the Chairs and members to the committees.

These committees meet at least once per year, but typically more. Each committee carries out its responsibilities in accordance with the authority delegated in its Charter from the Board of Directors. Each committee has the authority to engage outside advisors and reports its findings and recommendations for action to the full Board.

A brief description for each of the standing committees is as follows:

Audit Committee - The primary function of the Audit Committee is to provide independent, objective oversight of the Company's accounting functions, internal controls, and financial reporting. Its primary duties and responsibilities are to monitor and oversee the Company’s accounting functions, financial reporting processes, and the audit of the Company’s financial statements; assist the Board in oversight of (i) the integrity of the Company’s financial statements, (ii) the Company’s compliance with legal and regulatory requirements, (iii) the independent registered public accounting firm’s qualifications, independence and performance, (iv) the organization and performance of the Company’s internal audit group, and (v) the Company’s internal accounting and financial controls; and provide an open avenue of communication among the Company’s independent registered public accounting firm, financial and senior management, the internal audit group, and the Board of Directors.

Compensation & Governance Committee – The Committee's primary functions are to assist the Board of Directors in the discharge of its fiduciary responsibilities relating to the grant of stock compensation, the fair and competitive compensation of the Chief Executive Officer and other Executive Officers, the Company's contribution to the Retirement Plan, goals and awards under the Profit Sharing Bonus Plan, matters of corporate governance, identification, evaluation and nomination of individuals qualified to be Board members, Board and committee composition and evaluations, Board member orientation and education and succession planning.



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