25JAN201401232977
CORPORATE GOVERNANCE
Meetings of the Board of Directors and Committees
The Board held eight meetings during fiscal 2014 and took action by standing committees of the Board are the Audit Committee, the
unanimous written consent one time. During fiscal 2014, no director
Compensation Committee, and the Nominating and Corporate
nominated for election at the Annual Meeting attended fewer than Governance Committee.
75% of the aggregate total number of meetings of the Board held
The following table shows the membership and number of meetings
during fiscal 2014 and of the total number of meetings held by all of
held by the Board and each committee as of year end 2014.
the committees of the Board on which he or she served. The three
Nominating and
Corporate
Audit
Compensation Governance Board of
Director
Committee Committee
Committee Directors
Joseph H. Bryant
Chair
Jack E. Golden
X
X
X
Kay Bailey Hutchison
X
X
Jon A. Marshall
X
Chair
X
Kenneth W. Moore
X
X
Myles W. Scoggins
X
X
X
D. Jeff van Steenbergen
X
X
William P. Utt
Chair
X
Martin H. Young, Jr.
Chair
X
X
Fiscal 2014 Meetings
5
8
5
8
Action by Unanimous Written Consent in 2014
0
0
0
1
We expect, but do not require, our directors to attend our annual
Stockholders and other interested parties may communicate directly
stockholder meetings.
with the full Board by sending a written communication in an envelope
addressed to: Board of Directors, c/o Secretary, Cobalt Center,
Stockholders and other interested parties may communicate directly 920 Memorial City Way, Suite 100, Houston, Texas 77024.
with our independent directors by sending a written communication in
an envelope addressed to: Board of Directors (Independent
Our Audit Committee has established a process for communicating
Members), c/o Secretary, Cobalt Center, 920 Memorial City Way,
complaints regarding accounting or auditing matters. In order to
Suite 100, Houston, Texas 77024.
submit a complaint, you may call our hotline at (800) 338-9088 or visit
the ‘‘Corporate Governance’’ section of our website. Any such
Stockholders and other interested parties may communicate directly complaints received or submitted are automatically forwarded to
with the lead director by sending a written communication in an Mr. Martin H. Young, Jr., an independent director and Chairman of the
envelope addressed to: Lead Director, c/o Secretary, Cobalt Center,
Audit Committee, to take such action as may be appropriate.
920 Memorial City Way, Suite 100, Houston, Texas 77024.
5
