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Board Committees
• Finance,
Risk Management & Audit Committee
• Compensation
Committee
• Nominating & Corporate
Governance Committee
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Finance, Risk Management & Audit
Committee
Purpose
The Finance, Risk Management and Audit Committee (the “Committee”) has been appointed by the Board of Directors (the “Board”) of Administaff, Inc. (the “Company”) to assist the Board in fulfilling its responsibility to oversee the financial affairs, risk management, accounting and financial reporting processes and audits of financial statements of the Company by reviewing and monitoring (i) the financial affairs of the Company, (ii) the integrity of the Company’s financial statements, (iii) the Company’s compliance with legal and regulatory requirements, (iv) the independent auditor’s (the “external auditors”) qualifications, independence and performance, (v) the performance of the personnel responsible for the Company’s internal audit function (the “internal auditors”) and the external auditors, and (vi) the Company’s policies and procedures with respect to risk management, as well as other matters which may come before it as directed by the Board. Pursuant to the Sarbanes-Oxley Act of 2002 and the rules and regulations of the Securities and Exchange Commission (the “SEC”), the Committee shall be directly responsible for the appointment, compensation, retention and oversight of the work of the Company’s external auditors.
The Committee shall have and may exercise all the powers of the Board, except as may be prohibited by law, with respect to all matters encompassed by this Charter, and all the power and authority required under the Sarbanes-Oxley Act of 2002. The Committee shall prepare the report required by the rules of the SEC to be included in the Company’s annual proxy statement.
While the Committee has the responsibilities and powers set forth in this Charter, it is not the duty of the 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. The Board and the Committee recognize that the Company’s management is responsible for preparing the Company’s financial statements and the external auditors are responsible for auditing those financial statements. Therefore, the Board and the Committee’s responsibility is one of oversight.
» Finance,
Risk & Management Committee Charter
» Pre-Approval
Policy for Audit and Non-Audit Services |
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Compensation Committee
Purpose
The Compensation Committee (the “Committee”) is appointed by the Board of Directors (the “Board”) of Administaff, Inc. (the “Company”) to (1) oversee and administer the Company’s compensation policies, plans and practices; (2) to prepare the report on executive compensation required by the rules of the Securities and Exchange Commission (“SEC”) for inclusion in the Company’s annual report or proxy statement for the annual meeting of shareholders; and (3) review and discuss with management the Compensation Discussion and Analysis required by the rules of the SEC.
Compensation
Committee Charter
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Nominating
Corporate Governance Committee
Purpose The Nominating and Corporate Governance Committee (the “Committee”) is appointed by the Board of Directors (the “Board”) of Administaff, Inc. (the “Company”) to (1) identify individuals qualified to become Board members, consistent with the criteria for selection approved by the Board; (2) to recommend to the Board a slate of director nominees to be elected by the stockholders at the next annual meeting of stockholders and, when appropriate, director appointees to take office between annual meetings; (3) to develop and recommend to the Board a set of corporate governance guidelines for the Company; and (4) to oversee the evaluation of the Board and management.
Nominating & Corporate
Governance Committee Charter
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