|Independent Director||Audit Committee||Governance and Nominating Committee||Risk Committee||Compensation Committee|
|Bradley M. Shuster|
|Steven L. Scheid||Independent Director||Governance and Nominating Committee||Compensation Committee|
|Michael Embler||Independent Director||Audit Committee||Compensation Committee|
|James G. Jones||Independent Director||Governance and Nominating Committee||Risk Committee|
|Lynn S. McCreary||Independent Director||Governance and Nominating Committee||Risk Committee|
|Claudia J. Merkle|
|Michael Montgomery||Independent Director||Audit Committee||Risk Committee|
|Regina Muehlhauser||Independent Director||Audit Committee||Risk Committee|
|James H. Ozanne||Independent Director||Governance and Nominating Committee||Compensation Committee|
The members of the Audit Committee are Michael Embler, Michael Montgomery and Regina Muehlhauser, each of whom qualifies as an “independent” director under our Corporate Governance Guidelines. Mr. Embler is the chairperson of the Audit Committee and each member of the Audit Committee also serves as a “financial expert” to our Audit Committee, as that term is defined in SEC rules.
The Audit Committee is responsible for, among other things, monitoring:
• the integrity of the financial statements of the Company;
• the independent auditor’s qualifications and independence;
• the performance of the Company’s internal audit function and independent auditors;
• the Company’s system of disclosure controls and system of internal controls over financial reporting; and
• the Company’s compliance with legal and regulatory requirements.
The members of the Compensation Committee are James H. Ozanne, Michael Embler and Steven L. Scheid, each of whom qualifies as an “independent” director under our Corporate Governance Guidelines. Mr. Ozanne is the chairperson of the Compensation Committee.
The Compensation Committee is responsible for, among other things:
• overseeing our executive compensation program, including approving corporate objectives relating to compensation for our Executive Chairman, Chief Executive Officer and other senior executives and determining their annual compensation;
• reviewing and approving the compensation policy recommended by management with respect to other employees;
• determining, subject to ratification by our independent directors, the compensation of our independent directors;
• evaluating the relationship between our risk management practices and our compensation policies and practices applicable to all employees, including our Executive Chairman and Chief Executive Officer, to consider whether they encourage risk-taking that would be reasonably likely to have a material adverse effect on the Company;
• reviewing and approving incentive and equity-based compensation plans and grants; and
• preparing the Compensation Committee Report and reviewing the Compensation Discussion and Analysis included in our proxy statements.
Governance and Nominating Committee
The members of the Governance and Nominating Committee are Steven L. Scheid, James G. Jones, Lynn S. McCreary and James H. Ozanne, each of whom qualifies as an “independent” director under our Corporate Governance Guidelines. Mr. Scheid is the chairperson of our Governance and Nominating Committee.
The Governance and Nominating Committee is responsible for, among other things:
• identifying individuals qualified to become Board members, and recommending to the Board nominees for election for the next annual meeting of stockholders;
• reviewing the qualifications and independence of the members of the Board and its committees on a regular periodic basis;
• recommending to the Board corporate governance guidelines and reviewing such guidelines, as well as the Governance and Nominating Committee charter to confirm that they remain consistent with sound corporate governance practices and with any legal requirements;
• leading the Board in its annual review of the Board’s and its Committees’ performance; and
• recommending committee assignments for members of the Board.
The members of the Risk Committee are James G. Jones, Lynn McCreary, Michael Montgomery and Regina Muehlhauser, each of whom qualifies as an “independent” director under our Corporate Governance Guidelines. Mr. Jones is the chairperson of our Risk Committee.
The Risk Committee is responsible for oversight of the Company’s management of key risks and exposures that could materially impact the Company and management’s operation of the Company’s mortgage insurance business and the management of the Company’s investment portfolio, including, among other things:
• monitoring the performance of the Company's insured books of business and the principal factors affecting performance;
• discussing, reviewing and monitoring the Company’s mortgage insurance products, including premium rates, underwriting guidelines and returns;
• reviewing and approving the Company’s investment policy and reviewing the performance of the investment portfolio;
• reviewing the mortgage insurance operating environment, including the state of local and regional housing markets, competitive forces affecting the Company and the Company’s relationships with residential mortgage lenders and investors;
• assisting the Board in its oversight of the Company’s enterprise risk management approach, including the significant risk management policies, procedures and processes; and
• reviewing and approving the Company's directors and officers liability coverage for adequacy and scope.