The board has determined that each non-employee director is independent in accordance with the New York Stock Exchange listing standards. To determine independence, the board applied the categorical standards listed below. The board also considered whether a director has any other material relationships with 91社区福利 or its subsidiaries and concluded that none of these directors had a relationship that impaired the director鈥檚 independence. This included consideration of the fact that some of the directors are officers or serve on boards of companies or entities to which 91社区福利 sold products or made contributions or from which 91社区福利 purchased products and services during the year. In making its determination, the board relied on both information provided by the directors and information developed internally by 91社区福利.
No director qualifies as "independent" unless the board affirmatively determines that the director has no material relationship with 91社区福利 or its subsidiaries (either directly or as a partner, shareholder or officer of an organization that has a relationship with 91社区福利 or any of its subsidiaries). In making this determination, the board shall consider all relevant facts and circumstances, including the following standards:
- A director is not independent if the director is, or has been within the last three years, an employee of 91社区福利 or its subsidiaries, or an immediate family member is, or has been within the last three years, an executive officer of 91社区福利 or its subsidiaries.
- A director is not independent if the director has received, or has an immediate family member who has received, during any twelve-month period within the last three years, more than $120,000 in direct compensation from 91社区福利 or its subsidiaries, other than director and committee fees and pension or other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service), and other than amounts received by an immediate family member for service as an employee (other than an executive officer).
- A director is not independent if (A) the director or an immediate family member is a current partner of a firm that is 91社区福利's internal or external auditor; (B) the director is a current employee of such a firm; (C) the director has an immediate family member who is a current employee of such a firm and personally works on 91社区福利's or its subsidiaries audit; or (D) the director or an immediate family member was within the last three years a partner or employee of such a firm and personally worked on 91社区福利 or its subsidiaries' audit within that time.
- A director is not independent if the director or an immediate family member is, or has been within the last three years, employed as an executive officer of another company where any of the present executive officers of 91社区福利 or its subsidiaries at the same time serves or served on that company's compensation committee.
- A director is not independent if the director is a current employee, or an immediate family member is a current executive officer, of a company that has made payments to, or received payments from, 91社区福利 or its subsidiaries for property or services in an amount which, in any of the last three fiscal years, exceeds the greater of $1 million, or 2% of such other company's consolidated gross revenues.
- A director is not independent if the director is an executive officer of a charitable organization that received charitable contributions (other than matching contributions) from 91社区福利 and its subsidiaries in the preceding fiscal year that are in excess of the greater of $1 million or 2% of such charitable organization's consolidated gross revenues.
FOLLOW ABBOTT