EXHIBIT 99
[EFX LOGO]
Notice of 2001 Annual Meeting
and Proxy Statement
[Equifax LOGO]
[LOGO OF EQUIFAX]
1550 Peachtree Street, N.W.
Atlanta, Georgia 30309
March 30, 2001
DEAR SHAREHOLDERS:
We invite you to attend the 2001 annual meeting of shareholders on Wednesday,
May 2, 2001, at 10:00 a.m. (EST) in the Georgia Center for Advanced
Telecommunications Technology, 250 Fourteenth Street, N.W., Atlanta, Georgia.
At this meeting, you will hear a current report on the activities of the
Company, and you will have the opportunity to meet your directors and
executives.
Attached are the notice of the meeting and the proxy statement. The proxy
statement tells you more about the agenda and procedures for the meeting. It
also describes how the Board operates and gives personal information about our
directors and director nominees. Please read these materials so that you'll
know what we plan to do at the meeting. Please review the accompanying proxy
card and provide us with your proxy instructions as soon as possible. This
way, your shares will be voted as you direct even if you cannot attend the
meeting.
On behalf of the officers and directors, I thank you for your interest in
Equifax and your confidence in our future.
Very truly yours,
/s/ Thomas F. Chapman
THOMAS F. CHAPMAN
Chairman and Chief Executive Officer
TABLE OF CONTENTS
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS................................... 1
PROXY STATEMENT
ABOUT THE MEETING.......................................................... 1
Voting and Proxies....................................................... 1
Additional Information................................................... 3
Shareholder Proposals for the 2002 Meeting............................... 3
DIRECTORS AND CORPORATE GOVERNANCE......................................... 4
Nominees for Election to Terms that Continue Until 2004 -- Item 1........ 4
Directors Whose Terms Continue Until 2003................................ 6
Directors Whose Terms Continue Until 2002................................ 7
Compensation of Directors................................................ 8
Committees of the Board of Directors..................................... 8
Certain Relationships and Related Transactions........................... 10
Information Regarding Independent Public Accountants..................... 11
STOCK OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS........................ 13
Stock Ownership Reporting Compliance..................................... 14
Stock Ownership by Beneficial Owner...................................... 14
Stock Performance Graphs................................................. 14
EXECUTIVE OFFICER COMPENSATION............................................. 17
Report of the Compensation and Human Resources Committee on Executive
Compensation........................................................... 17
Executive Officer Summary Compensation................................... 21
Stock Options............................................................ 23
Aggregated Option Exercises During 2000.................................. 24
Long-Term Incentives Granted During 2000................................. 24
Employment Agreements and Change in Control Agreements................... 25
Retirement Benefits...................................................... 26
APPENDIX A--Audit Committee of the Board of Directors Charter.............. 27
[Equifax logo]
1550 Peachtree Street, N.W.
Atlanta, Georgia 30309
March 30, 2001
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
Equifax Inc. will hold its annual meeting of shareholders in the Georgia
Center for Advanced Telecommunications Technology, 250 Fourteenth Street,
N.W., Atlanta, Georgia, on Wednesday, May 2, 2001, at 10:00 a.m. (EST). The
purpose of the meeting is to vote on the following items:
1. The election of four directors; and
2. Any other matters that may properly come before the meeting.
The record date for the annual meeting is February 28, 2001. Only shareholders
of record at the close of business on February 28, 2001, can vote at the
meeting.
Kent E. Mast
Corporate Vice President,
General Counsel & Secretary
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PROXY STATEMENT
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ABOUT THE MEETING
VOTING AND PROXIES
Persons who were shareholders of Equifax, as recorded in our stock register,
on February 28, 2001 may vote at the meeting. On February 28, 2001,
143,127,560 shares of common stock were outstanding. Each shareholder has one
vote for each share of common stock. This proxy statement contains information
regarding items to be voted on at the meeting (see "Nominees for Election to
Terms That Continue Until 2004" beginning on page 4) and other information
regarding the Company.
Quorum and Vote Required
For an item to be considered at the annual meeting, a quorum, which is a
majority of the shares entitled to be voted, must be present in person or
represented by proxy. Votes withheld and "broker nonvotes" are counted as
shares "present" for purposes of determining whether or not a quorum exists. A
broker nonvote is where the shares held in brokerage accounts are not voted
because a broker has not received voting instructions from the beneficial
owner of the shares and does not have the discretionary authority to vote the
shares.
If a quorum is present, directors will be elected (Item 1 -- The election of
four directors) by a plurality of the votes cast. Votes withheld and broker
nonvotes will not be included in vote totals and will not affect the outcome
of the vote.
Information regarding the Board and the four nominees begins on page 4 of this
proxy statement. In voting for directors, you can specify whether your shares
should be voted for all, some or none of the nominees for director. If a
director nominee for whom you authorize us to vote your proxy becomes
unavailable before the meeting, your proxy authorizes us to vote for a
replacement nominee if the Board names one. If you sign and return the proxy
card, but do not specify how you want to vote your shares, we will vote them
"For" the election of all nominees for director.
We do not expect any additional business to be presented to shareholders for a
vote at the meeting. However, if other business is properly raised at the
meeting on which a vote may properly be taken, your proxy card authorizes the
people named as proxies to vote in accordance with their judgment.
About Proxies
Giving Equifax representatives your proxy means that you authorize them to
vote your shares at the meeting in the manner you direct. You may receive more
than one proxy card depending on how you hold your shares. Shares registered
in your name and shares held in your Investor's Service Plan (dividend
reinvestment) account are covered by one card. Equifax employees receive a
separate card for any shares they hold in their 401(k) Retirement and Savings
Plan. Also, if you hold shares through someone else, such as your stockbroker,
you may get material from them asking how you want to vote.
2
You can revoke your proxy at any time before it is voted through one of the
following four ways:
(1) by sending a written statement of revocation to the Secretary of
Equifax;
(2) by voting again by telephone or Internet;
(3) by submitting another proxy card that is properly signed with a later
date; or
(4) by voting in person at the meeting.
Instead of voting by proxy, you may also choose to vote in person at the
meeting. However, we recommend that you vote by proxy even if you plan to
attend the meeting.
Equifax pays the cost of soliciting proxies. We are paying Morrow & Co., Inc.
a fee of $6,000, plus expenses, to help with the solicitation. We will also
reimburse brokers, nominees, fiduciaries and other custodians for their
reasonable fees and expenses for sending these materials to you and getting
your voting instructions. In addition to this mailing, Equifax employees may
solicit proxies in person, by telephone, facsimile transmission or
electronically.
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ADDITIONAL INFORMATION
This proxy statement and the form of proxy will be mailed to shareholders
beginning March 30, 2001. With this proxy statement, we are sending you
Equifax's 2000 Annual Report, including consolidated financial statements. If
you have questions or need more information about this proxy statement or the
annual meeting, you may write to: Kent E. Mast, Corporate Vice President,
General Counsel & Secretary, Equifax Inc., P.O. Box 4081, Atlanta, Georgia
30302.
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SHAREHOLDER PROPOSALS FOR THE 2002 MEETING
The deadline for shareholder proposals to be included in the proxy materials
for next year's annual meeting is November 24, 2001. Any proposal that a
shareholder intends to present at next year's annual meeting other than
through inclusion in the proxy materials must be received no later than
February 7, 2002, or else proxies may be voted on such proposals at the
discretion of the person or persons holding those proxies.
3
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DIRECTORS AND CORPORATE GOVERNANCE
The Board of Directors, which currently consists of 11 directors, is
responsible for supervising management of the Company. The board met five
times in 2000 and all directors attended at least 75% of the total of board
meetings and the meetings of the respective committees on which they serve.
Consistent with the Company's policies, Dr. Betty Siegel, who served as a
director from 1987, retired earlier this year having attained the age of 70.
NOMINEES FOR ELECTION TO TERMS THAT CONTINUE UNTIL 2004 -- ITEM 1
The board is divided into three classes with approximately an equal number of
directors in each class. Each class is elected for three-year terms. The board
has nominated for terms expiring in 2004 the four candidates named below. Each
of them is now a member of the board whose term will expire at this year's
annual meeting. Each director will serve for three years or until he or she is
succeeded by another qualified director.
The Board of Directors recommends that you vote "FOR" all nominees named in
Item 1.
[PHOTO]
Lee A. Ault, III
Director since 1991. Chairman of the Board of In-Q-
Tel, Inc., an information technology company, since
August 1999. During the prior five years, he was a
private investor following his retirement from the
Company in 1992 as Chief Executive Officer of
Telecredit, Inc. (now known as Equifax Payment
Services, Inc.). He is also a director of Office
Depot, Inc.; American Variable Insurance Series; and
Pacific Crest Outward Bound School. Age: 64
4
[PHOTO]
John L. Clendenin
Director since 1982. Retired Chairman of the Board of
BellSouth Corporation, a communications services
company. He served as Chairman, President and Chief
Executive Officer of BellSouth Corporation from
October 1983 until his retirement in December 1996.
He continued to serve as Chairman until December
1997. He is also a director of The Kroger Company;
Coca-Cola Enterprises, Inc.; Springs Industries,
Inc.; Home Depot Inc.; National Service Industries,
Inc.; and Powerwave Technologies. Age: 66
[PHOTO]
A. William Dahlberg
Director since 1992. Chairman of the Board of Mirant
Corporation, an international energy producer.
Previously, since 1995, he served as Chairman and
Chief Executive Officer of The Southern Company and,
prior to that time, was President and Chief Executive
Officer of Georgia Power Company. He is also a
director of SunTrust Banks, Inc. and Protective Life
Corporation. Age: 61
[PHOTO]
L. Phillip Humann
Director since 1992. Chairman, President and Chief
Executive Officer of SunTrust Banks, Inc., a multi-
bank holding company, since 1998. From 1991 to 1998
he served as President of SunTrust Banks. He is also
a director of Coca-Cola Enterprises, Inc. and Haverty
Furniture Companies, Inc. Age: 55
5
DIRECTORS WHOSE TERMS CONTINUE UNTIL 2003
[PHOTO]
Lee A. Kennedy
Director since 1999. President and Chief Operating
Officer of Equifax Inc., since 1999. Before assuming
his current position, Mr. Kennedy served as Executive
Vice President and Group Executive, Equifax Payment
Services from 1995 to 1997. Age: 50
[PHOTO]
Larry L. Prince
Director since 1988. Chairman of the Board and Chief
Executive Officer of Genuine Parts Company, an
automotive parts wholesaler from 1990. He is also a
director of SunTrust Banks, Inc.; Crawford & Co.;
Southern Mills, Inc.; and John H. Harland Company.
Age: 62
[PHOTO]
Louis W. Sullivan, M.D.
Director since 1995. President of Morehouse School of
Medicine, a private medical school located in
Atlanta, Georgia, since 1993. From March 1989 to
January 1993, he was Secretary of the U.S. Department
of Health and Human Services. He is also a director
of Minnesota Mining and Manufacturing Company;
Bristol-Myers Squibb; CIGNA Corporation; Georgia-
Pacific Corporation; and Household International.
Age: 67
6
[PHOTO]
Jacquelyn M. Ward
Director since 1999. Outside Managing Director of
Intec Telecom Systems, PLC, a telecommunications
systems and software company. Previously, Ms. Ward
was President and Chief Executive Officer of Computer
Generation Incorporated for more than five years. She
is also a director of SCI Systems, Inc.; Trigon Blue
Cross Blue Shield; Bank of America; Matria
Healthcare, Inc.; Premiere Technologies, Inc.; Profit
Recovery Group; and Flowers Industries, Inc. Age: 62
DIRECTORS WHOSE TERMS CONTINUE UNTIL 2002
[PHOTO]
Thomas F. Chapman
Director since 1994. Became Chairman and Chief
Executive Officer of Equifax Inc. in May 1999 and was
previously President and Chief Executive Officer of
the Company (1998-1999); President and Chief
Operating Officer (1997- 1998) and Executive Vice
President and Group Executive of the Company's former
Financial Services Group (1993-1997). He is also a
director of The Southern Company. Age: 57
[PHOTO]
Robert P. Forrestal
Director since 1996. Since 1998, Of Counsel to Smith,
Gambrell & Russell, a law firm located in Atlanta,
Georgia, where he was previously a partner (1996-
1998). He was President and Chief Executive Officer
of the Federal Reserve Bank of Atlanta from 1983 to
1995. He is also a director of Genuine Parts Company;
ING North America Company; and ING Advisory Council
(The Netherlands). Age: 69
[PHOTO]
D. Raymond Riddle
Director since 1989. Since 1996, retired Chairman of
the Board and Chief Executive Officer of National
Service Industries, Inc., a diversified manufacturing
and service company. He is also a director of AGL
Resources Inc.; Atlantic American Corporation; Munich
American Reassurance Company; and AMC, Inc. Age: 67
7
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COMPENSATION OF DIRECTORS
The compensation of non-employee directors consists of cash and stock options.
Employee directors are not paid for their service as directors. The Company's
bylaws require all directors to own Equifax stock while serving as a director.
Director Fees:
Annual board membership fee.......................................... $20,000
Annual Executive Committee membership fee............................ $ 4,000
Annual Committee Chairman fee........................................ $ 4,000
Attendance fee for each board and committee meeting.................. $ 1,000
Deferred Compensation Plan. Under this plan, a non-employee director may defer
up to 100% of his or her fees and invest them in either an interest bearing
account (earning the prime lending rate) or Equifax common stock units. Each
common stock unit is equal in value to a share of Equifax common stock, and
earns additional stock units equal in value to dividends paid. In general,
deferred amounts are not paid until after the director retires from the board.
The amounts are then paid, at the director's option, either in a lump sum or
in annual installments over a period of up to ten years. All directors
participating in the Plan have elected to invest all deferred fees in Equifax
common stock units.
Stock Option Plan. Each year on the date of the annual shareholders' meeting,
non-employee directors receive an option to purchase 2,000 shares of Equifax
common stock. The exercise price is equal to the fair market value of the
common stock on that day. These options become fully vested one year after the
date granted and expire five years after the date of grant.
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COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors appoints committees to help carry out its duties. Board
committees work on key issues in greater detail than is generally possible at
full board meetings. Each committee reviews the results of its meetings with
the full Board. Currently the Board has four committees, each of which is
described below. The table that follows indicates the membership and number of
meetings in
8
2000 of each committee. All directors attended at least 75% of the total Board
meetings and the meetings of the respective committees on which they serve.
Compensation
and Human Public
Director Executive Audit Resources Issues*
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No. of meetings in 2000 5 5 3 0
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Ault X
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Chapman Chairman X
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Clendenin X
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Dahlberg X Chairman
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Forrestal X X
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Humann X
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Kennedy X
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Prince Chairman
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Riddle X X
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Sullivan X
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Ward X
* In accordance with the Company's policies Dr. Betty Siegel, formerly
Chairman of the Public Issues Committee, retired earlier this year upon
attaining the age of 70.
Executive Committee. Exercises the powers of the Board in managing the
business and property of the Company during the intervals between Board
meetings, subject to Board discretion, and also recommends nominees for
election as director. Shareholder nominations for director should be submitted
in writing to the Company's Secretary in accordance with the Company's bylaws.
Audit Committee. Responsible, pursuant to written charter, for review of (1)
the Company's financial reports and other financial information, (2) systems
of internal controls regarding finance, accounting, legal, compliance and
ethics, and (3) auditing, accounting and financial reporting processes. The
Committee recommends to the Board the selection of independent public
accountants to audit the Company's books and records and also consults with
the independent accountants to review and approve the scope of their audit and
other work. The committee meets with management and the director of internal
audit as necessary. A copy of the Audit Committee charter is included in this
Proxy Statement as Appendix A.
Compensation and Human Resources Committee. Responsible, pursuant to written
charter, for approving and monitoring executive
9
compensation plans, policies and programs. The committee also approves the
compensation of and grants made to the Company's senior management; although,
the salary and incentive compensation awards of the Chief Executive Officer
must be ratified by the Board of Directors. The committee also advises
management on succession and other significant human resources matters,
monitors the effectiveness and funding of the U.S. Retirement Income Plan and
401(k) Retirement and Savings Plan and approves or reviews significant
employee benefit plan actions.
Public Issues Committee. This committee monitors, as necessary, public issues
of interest to the shareholders, the Company, the business community or the
general public and makes recommendations to the Board and Company management.
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Mr. Humann is Chairman, President and Chief Executive Officer of SunTrust
Banks, Inc., and Mr. Prince serves as a director of SunTrust Banks, Inc. which
owns SunTrust Bank. In 2000, the Company was indebted, in the ordinary course
of its business, to SunTrust Bank. The highest amount owed to SunTrust Bank in
2000 was $71,160,000 and the Company was charged competitive rates of
interest. The Company currently has a committed revolving credit agreement
with SunTrust Bank and nine other commercial banks under which the Company can
borrow up to $750 million for general corporate purposes over a five-year
period. Rates of interest charged under this credit agreement are competitive.
In connection with the October, 2000 sale of the Company's collection services
business, the Company provided a group of banks a guarantee in an amount of up
to $65.5 million. SunTrust purchased and funded a portion of this financing,
and as of December 31, 2000 SunTrust's amount outstanding under this facility
was $14,430,050.
Prior to joining the Company in November 2000 as Corporate Vice President,
General Counsel & Secretary, Kent E. Mast was a partner with the law firm
Kilpatrick Stockton LLP, one of several law firms that the Company uses for
various matters. In 2000, the Company paid $4,387,013 to Kilpatrick Stockton
LLP for legal services rendered.
10
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INFORMATION REGARDING INDEPENDENT PUBLIC ACCOUNTANTS
The Board has approved selection of Arthur Andersen LLP as the Company's
independent accountants to audit Equifax's books of account and other
corporate records for 2001. Representatives of Arthur Andersen LLP will be
present at the annual meeting, will have the opportunity to make a statement
if they desire and will be available to answer questions.
Fees Paid to Independent Public Accountants
Audit Fees
Fees relating to audit of the Company's annual financial
statements for 2000 and the reviews of the financial statements
filed on Forms 10-Q in 2000. $ 970,000
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Fees for Information Systems Services
Financial Information Systems Design and Implementation Fees. $ 0
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All Other Fees
Fees paid for all other services (Other fees consists of
$1,104,000 of tax services related to the spin-off of Payment
Services, $600,000 for tax compliance and tax consulting,
$490,000 for SAS 70 reviews and other services, plus $2,983,000
to Andersen Consulting (an affiliate of Arthur Andersen prior to
its separation on August 7, 2000) for assistance in developing
processes for the Company's marketing services business). $5,177,000
Board Audit Committee Report
The Audit Committee oversees the Company's financial reporting process and
internal controls on behalf of the Board of Directors. The Committee is
composed of independent directors and operates under a written charter
approved by the board. A copy is attached as Appendix A to this Proxy
Statement.
Management has primary responsibility for the financial statements and the
reporting process, including the systems of internal controls, and has
represented to us that the 2000 consolidated financial statements were
prepared in accordance with generally accepted accounting principles. The
Committee reviewed and discussed the audited financial statements in the
Annual Report with management and with Arthur Andersen, the Company's
independent accountants.
We reviewed further with Arthur Andersen the matters required to be discussed
under Statement on Auditing Standards No. 61
11
("Communication with Audit Committees"). The Committee also received from, and
discussed with, Arthur Andersen written disclosures and the letter required by
Independence Standards Board Standard No. 1 ("Independence Discussions with
Audit Committees"). The Committee considered whether the provision of non-
audit services by Arthur Andersen is compatible with maintaining auditor
independence.
The Committee reviewed the overall scope and plans for their respective audits
with the Company's internal auditors and Arthur Andersen. We met with the
internal auditors and Arthur Andersen, with and without management present, to
discuss the results of their examinations, their evaluations of the Company's
internal controls and the overall quality of the Company's financial
reporting.
In reliance on the reviews and discussions referred to above, the Committee
recommended to the board that the audited financial statements be included in
the Company's Annual Report on Form 10-K for the year ended December 31, 2000.
We also recommended, and the board approved, selection of Arthur Andersen as
the Company's independent accountants for 2001.
A. William Dahlberg, Chairman
D. Raymond Riddle
Louis W. Sullivan, M.D.
Robert P. Forrestal
Jacquelyn M. Ward
12
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STOCK OWNERSHIP OF DIRECTORS
AND EXECUTIVE OFFICERS
The table below shows the number of shares of Equifax common stock each
director, nominee for director and each of the five most highly compensated
executive officers beneficially owned as of February 28, 2001. We also show
the aggregate number of shares beneficially owned by the director and
executive officer group as a whole.
Percent of Class
Amount and (Based on
Nature of Number of Shares
Beneficial Outstanding as of
Name Ownership(1) February 28, 2001)
- ---- ------------ ------------------
Directors and Nominees
Lee A. Ault, III.............................. 101,981 *
John L. Clendenin............................. 15,273 *
A. William Dahlberg........................... 14,873 *
Robert P. Forrestal........................... 11,582 *
L. Phillip Humann............................. 15,873 *
Larry L. Prince............................... 14,873 *
D. Raymond Riddle............................. 28,873 *
Louis W. Sullivan, M.D. ...................... 13,496 *
Jacquelyn M. Ward............................. 4,600 *
Named Executive Officers
Thomas F. Chapman............................. 814,350 *
William V. Catucci............................ 92,469 *
Lee A. Kennedy................................ 332,088 *
Philip J. Mazzilli............................ 107,291 *
Larry J. Towe................................. 159,339 *
All Directors and Executive Officers as a
Group (23 persons).......................... 2,598,044 1.8%
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* Less than 1%
(1) Includes shares held in the Company 401(k) Retirement and Savings Plan
and stock options exercisable on February 28, 2001, or 60 days
thereafter, as follows: Mr. Ault -- 8,291 option shares; Mr. Clendenin --
6,000 option shares; Mr. Dahlberg -- 10,582 option shares; Mr. Forrestal
-- 8,291 option shares; Mr. Humann -- 10,582 option shares; Mr. Prince --
10,582 option shares; Mr. Riddle -- 10,582 option shares; Dr. Sullivan --
10,582 option shares; Ms. Ward -- 4,000 option shares; Mr. Chapman --
6,301 Savings Plan shares and 648,199 option shares; Mr. Catucci -- 198
Savings Plan shares and 92,271 option shares; Mr. Kennedy -- 32,068
Savings Plan shares and 229,096 option shares; Mr. Mazzilli -- 670
Savings Plan shares and 32,952 option shares; and Mr. Towe -- 2,525
Savings Plan shares and 134,524 option shares, and for all directors and
Executive Officers as a Group -- 65,539 Savings Plan shares and 1,949,706
option shares.
13
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STOCK OWNERSHIP REPORTING COMPLIANCE
Based on Company records and other information, Equifax believes that in 2000
each of its directors and executive officers complied with all applicable
Securities and Exchange Commission filing obligations for reporting ownership
of and transactions in the Company's securities.
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STOCK OWNERSHIP BY BENEFICIAL OWNER
The table below shows the number of shares of common stock owned by General
Electric Pension and GE Asset Management Incorporated on December 31, 1999, as
reported under Section 13(g) of the Securities Exchange Act of 1934.
Amount and Percent of Class (Based
Nature on Number of Shares
Beneficial Owner of Beneficial Outstanding --
Name and Address Ownership September 30, 2000)
- ---------------- ------------- -----------------------
Trustees of General Electric Pension
Trust and GE Asset Management
Incorporated 3003 Summer Street,
Stamford, Connecticut 06905....... 9,502,570(/1/) 6.73%
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(1) As reported in Schedule 13G filed with the Securities and Exchange
Commission on February 14, 2001, the Trustees of General Electric Pension
Trust have shared voting and dispositive power for 2,942,546 shares and GE
Asset Management Incorporated has sole voting and dispositive power for
6,560,024 shares and shared voting and dispositive power for 2,942,546
shares. General Electric Company disclaims beneficial ownership of all
shares reported.
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STOCK PERFORMANCE GRAPHS
The following graphs compare the five-year cumulative total return among
investments in Equifax, S&P 500 and the Dow Jones Industrial Services Index.
The graphs assume that $100 was invested in Equifax stock and each index on
December 31, 1995 (as required by SEC rules) and December 31, 1990,
respectively, and that all quarterly dividends were reinvested. The total
cumulative dollar returns shown on the graphs represent the value that such
investments would have had on December 31 of each subsequent year.
14
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
VALUE OF $100 INVESTED AT YEAR-END 1995
12/95 12/96 12/97 12/98 12/99 12/00
------- ------- ------- ------- ------- -------
Equifax Inc. $100 $145 $190 $185 $129 $159
S & P 500 $100 $123 $164 $211 $255 $232
Dow Jones
Industrial Services $100 $108 $121 $138 $178 $114
15
COMPARISON OF TEN-YEAR CUMULATIVE TOTAL RETURN
VALUE OF $100 INVESTED AT YEAR-END 1990
12/90 12/91 12/92 12/93 12/94 12/95
------- ------- ------- ------- ------- -------
Equifax Inc. $100 $100 $134 $183 $180 $297
S & P 500 $100 $130 $140 $155 $157 $215
Dow Jones
Industrial Services $100 $100 $110 $122 $123 $163
12/96 12/97 12/98 12/99 12/00
------- ------- ------- ------- -------
Equifax Inc. $430 $562 $547 $382 $471
S & P 500 $265 $353 $454 $550 $500
Dow Jones
Industrial Services $176 $197 $225 $292 $187
16
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EXECUTIVE OFFICER COMPENSATION
REPORT OF THE COMPENSATION AND HUMAN RESOURCES COMMITTEE ON EXECUTIVE
COMPENSATION
Guiding Principals
The Compensation and Human Resources Committee sets salaries, incentive
compensation plans and compensation policies for Executive Officers. The Board
of Directors must ratify the salary and incentive compensation of the Chief
Executive Officer.
The Committee is composed of independent directors, each of whom is a "non-
employee director" under Rule 16b-3 of the Securities Exchange Act of 1934,
and is an "outside director" within the meaning of Section 162(m) of the
Internal Revenue Code.
During 2000, the Committee reaffirmed its goals for the Executive Officer
compensation program, which include:
. Market-competitive total compensation opportunities to attract and
retain talented executives
. Strong links between Company performance and total compensation
. Emphasis on long-term performance of the Company
. Encouraging and facilitating Executive Officer stock ownership
The Committee believes that these goals are consistent with the Company's
overall objective of enhancing shareholder value.
The Committee seeks to facilitate deduction of Executive Officer compensation
expense for income tax purposes. Section 162(m) of the Internal Revenue Code
limits this deduction to $1 million for the officers named in the compensation
tables on the following pages unless certain requirements are met. The Company
meets these requirements. All members of the Committee are "outside
directors," and the Committee approves goals and awards under the compensation
plans of the Company. In addition, the Company's shareholders have approved
adoption of, and amendments to, the Company's several plans.
The Committee believes that in order to attract the highest caliber executive
talent the Company must offer total compensation that is attractive in the
relative competitive marketplace. The Committee periodically reviews the
Executive Compensation program in light of
17
competitive data and modifies the compensation components consistent with the
best interests of the Company.
The Committee believes that ownership of the Company's stock by management
aligns management's interests with those of shareholders. The Company uses
various methods to encourage and facilitate such stock ownership. These
include share ownership guidelines for senior executives, which have been
established at levels consistent with those in other companies and extend to
approximately 200 Company executives, including the Executive Officers. Also,
as discussed below, senior executives may forego cash payment of Annual
Incentives in favor of Stock Options.
Executive Officer Compensation Specifics
Principal elements of Executive Officer compensation are Base Salary, Annual
Incentive, Long-Term Incentive and Stock Options. The goal is to establish
salaries and design incentive opportunities that provide to the Executive
Officer a median competitive level of compensation, but which will deliver
above-market total compensation in response to outstanding performance by the
officer and his or her business unit.
Base Salary: Executive Officer salaries are determined on the basis of
competitive market data, job performance, level of responsibility and other
factors. Salary reviews normally are scheduled at 12-month intervals.
Mr. Chapman's base annual salary was increased in January 2000 to $700,000,
representing an increase of 7.7%. In approving this salary increase, the
Committee considered competitive salaries for comparable job responsibilities
and Mr. Chapman's personal performance.
Annual Incentive: Annual performance objectives are set at the beginning of
each year based upon financial plans approved by the board. A minimum level of
performance is set, and no incentive is paid if this level of performance is
not achieved. Levels of performance are established for target and maximum
incentive payments.
For 2000, Mr. Chapman's Annual Incentive was targeted to pay 70% of his
salary, with a maximum opportunity of 210%. Mr. Chapman's earned Annual
Incentive for 2000 was 37% of salary due to the Company's performance against
the various criteria underlying the Incentive. His Annual Incentive was
dependent on achieving certain
18
revenue and profit growth targets and individual performance. For other
Executive Officers, Annual Incentive was dependent on a combination of Company
financial criteria, business unit financial results, and certain non-financial
goals, depending on their job roles.
Executive Officers may elect to forego cash payment of all or part of an
earned Annual Incentive and receive instead options to purchase Company stock.
The Committee believes that this election opportunity provides an excellent
vehicle for expanding Executive Officers' stock ownership and identification
with shareholder interests, which serves to further encourage management's
commitment to long-term performance of the Company. To promote conversion
elections and in recognition of the associated market risk and deferral of
economic benefit, conversion is based on a formula approved by the Committee
that employs a greater multiple as higher percentages of Incentive are
converted. For 2000, all eligible Executive Officers voluntarily elected to
receive Stock Options instead of cash for all or part of their total earned
Annual Incentive.
Long-Term Incentives: Long-Term Incentives provide an opportunity to receive
payments based on the extent to which financial criteria underlying the
Incentive are achieved over the applicable period. Long-Term Incentive grants
are designed so that if paid at a targeted level, when combined with Stock
Option grants, they deliver to the Executive Officer long-term incentive
compensation that, based on competitive data, approximates a median level.
Eligibility for payments under Long-Term Incentives for the measurement period
1998 through 2000 was based on Company performance against the financial
criteria underlying the Incentives, primarily economic value added and stock
price appreciation. Due to the Company's performance during the measurement
period, no amounts were earned under Long-Term Incentives for this period by
any of the Executive Officers.
In 2000, Long-Term Incentives payable in cash were granted to the Executive
Officers for a three-year period (2000-2003) and for the eighteen-month period
(2000-2001). Grants to Mr. Chapman and the four next-highest compensated
Executive Officers (the "Named Executive Officers") are shown on the table --
Long-Term Incentives Granted During 2000 -- shown on page 24. The amount to be
paid under these Incentives is dependent on the cumulative earnings per share
that the Company achieves during the respective period.
19
Stock Options: The Company makes periodic Stock Option grants to Executive
Officers to motivate the officers to contribute to an increase in the value of
the Company's stock price. Stock Options are not granted as an award for past
personal performance, and the past performance of the Company does not
directly affect option grant determinations. Neither Mr. Chapman nor any of
the other Named Executive Officers were granted stock options in 2000, except
for options resulting from conversion of Annual Incentive or as a condition of
new employment. These grants are shown on the table -- Stock Options Granted
During 2000 -- on page 23.
Split-Dollar Life Insurance: In 2000, the Committee approved the Executive
Life and Supplemental Retirement Benefit Plan which replaced the Company's
Supplemental Executive Retirement Plan and is intended to maintain the
competitiveness of the Company's benefits. Eligible executives, including the
Named Executive Officers, will receive life insurance coverage and deferred
cash accumulation benefits. The Company pays policy premiums on behalf of each
covered executive. In 2000, 86 executives participated in this plan. For the
Named Executive Officers, the amount that the Company paid for the current
life insurance benefit, and the economic benefit of the additional premiums
paid that will ultimately be returned to the Company is included in the table
- -- Executive Officer Summary Compensation -- on page 21 under the heading All
Other Compensation.
Larry L. Prince, Chairman
L. Phillip Humann
Robert P. Forrestal
20
- -------------------------------------------------------------------------------
EXECUTIVE OFFICER SUMMARY COMPENSATION
The table below shows the before-tax compensation for the last three years of
the Chief Executive Officer and the four next-highest paid individuals who
were Executive Officers at the end of 2000. Information reported is for
periods during which each individual was an Executive Officer.
Annual
Compensation(1) Long-Term Compensation
--------------- --------------------------------------------
Grants Payouts
--------------------- ----------------------
Restricted Securities
Other Annual Stock Underlying LTIP All Other
Name and Principal Salary Bonus Compensation Grants Options Payouts Compensation
Position Year ($) ($)(2) ($)(3) ($)(2)(4) (#) ($) ($)(5)
- ------------------ ---- ------- ------- ------------ ---------- ---------- --------- ------------
Thomas F. Chapman,..... 2000 698,078 194,711 19,920 0 17,862 0 30,173
Chairman and Chief 1999 626,961 65,831 20,657 0 280,620 378,356 4,160
Executive Officer 1998 496,186 71,450 11,562 21,435 200,000 1,169,275 4,800
Lee A. Kennedy,........ 2000 443,846 131,591 6,215 0 4,793 0 31,386
President and Chief 1999 382,692 169,355 2,476 0 171,006 135,131 4,160
Operating Officer 1998 323,568 278,515 2,328 37,135 1,000 389,740 5,236
Philip Mazzilli,....... 2000 249,769 217,422 4,703 625,000 57,952 0 21,805
Executive Vice
President 1999 96,827 0 1,126 0 0 2,580
and Chief Financial
Officer 1998 192,636 55,479 752 16,644 259,826 4,800
William V. Catucci,.... 2000 357,602 75,000 5,918 0 72,271 0 28,883
Executive Vice
President -- 1999 52,500 75,000 0 0 30,000 0 350
The Americas
Larry J. Towe, ........ 2000 304,616 56,674 4,811 0 19,496 0 22,331
Executive Vice
President -- 1999 239,259 98,440 2,407 0 115,787 0 4,160
Payment Services
21
- ----
(1) Mr. Catucci joined the Company in October 1999 and Mr. Towe became an
Executive Officer in July 1999. Mr. Mazzilli was employed with the Company
through June 1999 and rejoined the Company in February 2000.
(2) The "Bonus ($)" column represents any Annual Incentive earned and paid in
cash for performance for the specified year. In 1998, participants could
elect to convert all or part of any earned Annual Incentive into
restricted stock, and all amounts earned above a designated percentage of
salary were paid in the form of restricted stock. In 1999 and 2000,
participants could also elect to convert all or part of earned Annual
Incentive into stock options. For any year Annual Incentives converted are
included under the "Restricted Stock Awards" or "Securities Underlying
Options" columns, respectively, although the grants were not made until
the following year.
(3) "Other Annual Compensation" includes allowances for payroll taxes
associated with providing executive financial planning and tax services
and club memberships, and tax related to split-dollar life insurance.
(4) Dividend income is paid on restricted stock at the same rate as paid to
all shareholders. Value of restricted stock shown in table is as of the
date of grant. As of December 31, 2000, total restricted stock awards
outstanding and related fair market values were as follows: Mr. Chapman --
11,002 shares ($315,620); Mr. Kennedy -- 1,613 shares ($46,273); Mr.
Mazzilli -- 25,000 shares ($717,188).
(5) Column "All Other Compensation" includes a Company 401(k) matching
contribution in the maximum amount of $5,508 (2000), $4,160 (1999) and
$4,800 (1998), respectively, for each officer. Also included for 2000 are
premiums paid by the Company pursuant to the Executive Life and
Supplemental Retirement Benefit Plan for current life insurance and the
economic benefit of additional premiums that will ultimately be returned
to the Company for each officer as follows: Mr. Chapman ($14,200/$10,737
-- total is for life insurance coverage only); Mr. Kennedy
($3,900/$22,250); Mr. Catucci ($6,600/$17,047); Mr. Mazzilli
($4,186/$12,383); and Mr. Towe ($2,970/$14,125).
22
- -------------------------------------------------------------------------------
STOCK OPTIONS
A stock option allows an individual to purchase shares of common stock at a
fixed price (the exercise price) during a specific period of time. In general,
whether exercising stock options is profitable to the Executive Officer
depends on the relationship between the common stock market price and the
option exercise price. At any given time, "vested" options can be "in the
money" (the exercise price is less than the market price) or "out of the
money," (the exercise price is greater than the market price) depending on the
current market price of the stock. The following two tables give more
information on stock options granted during 2000 and held by the Named
Executive Officers at year-end.
STOCK OPTIONS GRANTED DURING 2000
Potential Realizable
Number of Value at Assumed
Securities % of Total Annual Rates of Stock
Underlying Options Exercise Price Appreciation
Options Granted to Or Base for Option Term(4)
Granted Employees in Price Expiration ---------------------
Name (#)(1) Fiscal Year(2) ($/Share)(3) Date 5% 10%
- ---- ---------- -------------- ------------ ---------- ---------- ----------
Thomas F. Chapman....... 30,620 0.011741% $21.50 01/31/2010 $ 414,020 $1,049,208
17,862 0.006849% $29.07 01/29/2011 $ 326,552 $ 827,548
Lee A. Kennedy.......... 21,006 0.008055% $21.50 01/31/2010 $ 284,027 $ 719,780
4,793 0.001838% $29.07 01/29/2011 $ 87,625 $ 222,060
Philip J. Mazzilli...... 50,000 0.019172% $24.75 04/27/2010 $ 778,257 $1,972,256
7,952 0.003049% $29.07 01/29/2011 $ 145,378 $ 368,417
William V. Catucci...... 72,271 0.027712% $29.07 01/29/2011 $1,849,528 $4,687,066
Larry J. Towe........... 45,787 0.017557% $21.50 01/31/2010 $ 619,097 $1,568,913
19,496 0.007476% $29.07 01/29/2011 $ 356,425 $ 903,252
- -----------
(1) Except as noted below, options have a ten-year term, are 100% vested on
the grant date and represent conversions of Annual Incentive earned for
1999 (included in last year's Summary Compensation Table) and 2000
(included in the Summary Compensation Table on page 21) and granted in
2000 and 2001, respectively. Options representing 50,000 shares were
issued to Mr. Mazzilli upon his joining the Company and vest in four
equal parts beginning on the date of grant.
(2) Percentage of all options granted in 2000.
(3) The exercise price may be paid in cash or cash equivalent acceptable to
the Compensation and Human Resources Committee or by the surrender of
shares of common stock held for at least six months with an aggregate
fair market value which is not less than the option price.
(4) The dollar amounts under these columns are the result of calculations at
5% and 10% rates of appreciation as required by the SEC.
23
- -------------------------------------------------------------------------------
AGGREGATED OPTION EXERCISES DURING 2000
No Named Executive Officer exercised options during 2000. The table below
shows options held by such officers at year-end.
Number of Securities Value of Unexercised In-
Underlying Unexercised the-Money Options as
Shares Value Options as of 12/31/00 (#) of 12/31/00 ($)(1)
Acquired on Realized ($) ------------------------------ -------------------------
Name Exercise (#) or Payout Exercisable Unexercisable Exercisable Unexercisable
- ---- ------------ ------------ ------------- -------------- ----------- -------------
Thomas F. Chapman....... -- -- 614,501 175,000 4,542,602 531,250
Lee A. Kennedy.......... -- -- 251,796 76,000 2,714,413 318,750
Philip J. Mazzilli...... -- -- 12,500 37,500 49,219 147,656
William V. Catucci...... -- -- 20,000 10,000 50,000 25,000
Larry J. Towe........... -- -- 110,274 45,004 780,658 154,634
- -----------
(1) Represents aggregate excess of market value of shares under option as of
December 31, 2000 over the exercise price of the options.
- -------------------------------------------------------------------------------
LONG-TERM INCENTIVES GRANTED DURING 2000
The following table lists grants of Long-Term Incentives payable in cash made
to the Named Executive Officers in 2000. The value ultimately paid out under
Long-Term Incentives depends on the extent to which the financial criteria
underlying the Incentive are achieved over the applicable period.
Number of Performance Estimated Future Payouts Under Non-
Shares, or Other Stock Price Based Plans
Units Period Until --------------------------------------
or Other Maturation Threshold Target Maximum
Name Rights (#) or Payout (# of Units) (# of Units) (# of Units)
- ---- ---------- ------------ ------------ ------------ ------------
Thomas F. Chapman....... 500,000 06/30/01 250,000 500,000 1,000,000
1,200,000 12/31/02 600,000 1,200,000 2,400,000
Lee A. Kennedy.......... 250,000 06/30/01 125,000 250,000 500,000
600,000 12/31/02 300,000 600,000 1,200,000
Philip J. Mazzilli...... 100,000 06/30/01 50,000 100,000 200,000
300,000 12/31/01 150,000 300,000 600,000
William V. Catucci...... 150,000 06/30/01 75,000 150,000 300,000
400,000 12/31/02 200,000 400,000 800,000
Larry J. Towe........... 150,000 06/30/01 75,000 150,000 300,000
400,000 12/31/02 200,000 400,000 800,000
24
- -------------------------------------------------------------------------------
EMPLOYMENT AGREEMENTS AND CHANGE IN CONTROL AGREEMENTS
The Company has entered into an employment agreement with William V. Catucci,
Executive Vice President -- The Americas, for the period October 27, 1999
through May 1, 2002, which sets forth the significant elements of Mr.
Catucci's employment. The agreement provides for base salary of $350,000
during the first year and $400,000 each year thereafter; eligibility to
participate in the Company's Annual Incentive plan with a guaranteed Incentive
of 50% of base salary for 2000; bonus of $150,000 payable during the first
year of employment; grant of 30,000 stock options and such other related
matters as relocation and the right to participate in benefit plans. The
agreement also provides to Mr. Catucci certain severance payments in the event
that he is terminated without Cause or resigns for Good Reason (as such terms
are defined in the agreement). In addition, the agreement embodies a
noncompetition agreement and nonsolicitation of customers agreement that would
be binding on Mr. Catucci for two years following the termination of his
employment with the Company for any reason.
The Company has Change in Control Agreements with each of the Company's Named
Executive Officers. These Agreements have renewable five-year terms and become
effective only upon a change in control of the Company. A "change in control"
is generally defined by the Agreements to mean (i) an accumulation by any
person, entity or group of twenty percent or more of the combined voting power
of the Company's voting stock, or (ii) a business combination resulting in the
shareholders immediately prior to the combination owning less than two-thirds
of the common stock and combined voting power of the new company, (iii) a sale
or disposition of all or substantially all of Company assets, or (iv) a
complete liquidation or dissolution of the Company. If any of these events
happen and the executive's employment terminates within three years after the
date of the change in control, other than from death, disability or for cause
or voluntarily other than for "good reason," he or she is entitled to
severance pay and other benefits described in the Agreements. The severance
payment is equal to three times the sum of (i) that executive's highest annual
salary for the twelve months prior to termination, and (ii) the executive's
highest bonus for the three years prior to termination. Benefits payable under
this Agreement and other compensation or benefit plans of the Company are not
reduced because of Section 280G of the Internal Revenue Code. Any payments the
executive receives will
25
be increased, if necessary, so that after taking into account all taxes he or
she would incur as a result of those payments, the executive would receive the
same after-tax amount he or she would have received had no excise tax been
imposed under Section 4999 of the Code. No payments have been made to any
Executive Officer under these Agreements.
- -------------------------------------------------------------------------------
RETIREMENT BENEFITS
The Equifax Retirement Plan ("ERP") is the Company's tax qualified retirement
plan available to all U.S. employees and provides benefits based on length of
service with the Company and a participant's average total earnings up to a
maximum of either 125% of base salary or base salary plus 75% of other
earnings, whichever is greater. ERP benefits are computed by averaging the
employee's total earnings (Base Salary and Annual Incentive) for the highest
paid thirty-six consecutive months of employment.
Equifax also has another retirement plan, the Supplemental Executive
Retirement Plan ("SERP"), under which certain executives may receive
additional pension benefits after retirement based on years of credited
service (up to 40 years) and final average earnings (base salary and bonus).
SERP benefits generally are computed by either multiplying an employee's
average total earnings by 1.5%, multiplied by years of credited service, as
defined in the SERP, up to 40 years, or average total earnings multiplied by
3%, multiplied by years of credited service, up to 20 years, for the most
Senior Executive Officer participants. The SERP was closed to new participants
in 1992. As of December 31, 2000, the only Named Executive Officer eligible
for both the ERP and the SERP was Thomas F. Chapman. The other Named Executive
Officers are eligible only for the ERP.
The following table shows the annual retirement benefits that would be payable
on January 1, 2001, on a combined basis under the ERP and SERP at normal
retirement (age 65 or later) and various rates of final average earnings and
years of service. The ERP benefits are computed in the form of a life annuity
without survivorship benefits; however, survivorship benefits are available
and are computed as the actuarial equivalent of the life annuity. The SERP
benefits are provided in the same form as the ERP benefits. SERP benefits are
reduced for ERP benefits and are paid without regard to limitations under
federal Internal Revenue Code Sections 401(a) and 415. Neither ERP or SERP
benefits are reduced for Social Security benefits.
26
Retirement Plan Table
Years of Service
-------------------------------------------------------------------------------
Final
Average
Earnings 15 20 25 30 35
- ---------- ------- ------- ------- ------- -------
$ 200,000 120,000 120,000 120,000 120,000 120,000
400,000 240,000 240,000 240,000 240,000 240,000
600,000 360,000 360,000 360,000 360,000 360,000
800,000 480,000 480,000 480,000 480,000 480,000
1,000,000 600,000 600,000 600,000 600,000 600,000
1,200,000 720,000 720,000 720,000 720,000 720,000
1,400,000 840,000 840,000 840,000 840,000 840,000
The credited years of service for each of the Named Executive Officers as of
December 31, 2000 were as follows: Thomas F. Chapman -- 11 years; Lee A.
Kennedy -- 19 years; Philip J. Mazzilli -- 9 years; William V. Catucci -- 2
years; and Larry J. Towe -- 6 years.
- -------------------------------------------------------------------------------
APPENDIX A
AUDIT COMMITTEE OF
THE BOARD OF DIRECTORS
CHARTER
I. PURPOSE
The primary function of the Audit Committee is to assist the Board of
Directors in fulfilling its oversight responsibilities for the Company's (1)
financial reports and other financial information provided to any governmental
body or the public; (2) systems of internal controls regarding finance,
accounting, legal compliance and ethics; and (3) auditing, accounting and
financial reporting processes. Consistent with this function, the Audit
Committee should encourage continuous improvement of, and should foster
adherence to, the Company's policies, procedures and practices at all levels.
The Committee has the authority to access internal and external resources as
the Committee may require.
II. COMPOSITION
The Audit Committee will consist of three or more directors as determined and
elected by the board. Each of these directors shall be
27
independent in accordance with New York Stock Exchange rules and free from any
relationship that, in the opinion of the board, would interfere with the
exercise of his or her independent judgment as a Committee member. All
Committee members must be financially literate, and at least one Committee
member must also have accounting or related financial management expertise.
III. MEETINGS
The Committee will meet at least two times annually, or more frequently as
circumstances dictate. To foster open communication, the Committee will meet
with management, the director of the internal audit department and the
independent accountants in separate executive sessions to discuss any matters
that should be discussed privately.
The Committee will report its activities and findings to the board on a
regular basis.
IV. RESPONSIBILITIES AND DUTIES
The duties and responsibilities of the Audit Committee include:
Documents/Reports Review
1. Review and update this Charter, at least annually or as conditions
dictate.
2. Review the audited financial statements with management and the
independent accountants prior to publication of the annual report and the
filing of the Company's Form 10-K to determine that the independent
accountants are satisfied with the disclosure and content of the financial
statements. Any major changes in accounting principles should be reviewed.
3. Review periodic internal reports to management prepared by the internal
audit department or the independent accountants and management's response
along with the status of prior outstanding recommendations.
Independent Accountants and Internal Audit
4. Recommend to the board the selection of the independent accountants, who
will ultimately be accountable to the board and the Committee, and review
their compensation. Ensure that the independent accountants submit
annually to the Committee a formal written statement (required under
Independence
28
Standards Board Standard No. 1) delineating all relationships between the
independent accountants and the Company, actively engage in a dialogue
with the independent accountants with respect to any disclosed
relationships or services that may impact the objectivity and independence
of the independent accountants and recommend that the board take
appropriate action in response to the independent accountants' statement
to satisfy itself of the accountants' independence.
5. Review the performance of the independent accountants and recommend to the
board any discharge of the independent accountants when circumstances
warrant.
6. Review with the independent accountants, the internal auditors and
management the adequacy and effectiveness of the Company's internal
controls and the fullness and accuracy of the Company's financial
statements.
7. Review objectives, activities, organizational structure, qualifications,
staffing and budget of the internal audit department.
8. Ratify the appointment, replacement, reassignment or dismissal of the Vice
President of Internal Audit, as approved by the Committee Chairman.
Financial Reporting and Auditing
9. In consultation with the independent accountants and the internal
auditors, review the integrity of the organization's financial reporting
processes, both internal and external.
10. Consider the independent accountants' judgments about the quality and
appropriateness of the Company's accounting principles and underlying
estimates as applied in its financial statements.
11. In consultation with the independent accountants, management and the
internal audit department, review any major changes or improvements to the
Company's financial and accounting principles and practices or internal
controls.
12. Establish regular and separate systems of reporting to the Committee by
the independent accountants and the internal auditors regarding any
significant judgments made in management's preparation of the financial
statements and the view of each as to the appropriateness of any such
judgments.
29
13. Discuss, either as a Committee or through its Chairman (or designee), with
the independent accountants, the internal audit department and management
the results of the independent accountants' review of the interim
financial information prior to the Company filing its quarterly Form 10-Q
with the SEC.
14. After the annual audit, review with the independent accountants and the
internal audit department the matters required under Statement of Auditing
Standards Nos. 61 and 90 any significant difficulties encountered during
the course of the audit, including any restrictions on the scope of work
or access to required information and any significant unresolved
disagreements with management.
Ethical and Legal Compliance
15. Ensure the Company maintains an appropriate ethics and compliance program
and periodically reviews its effectiveness.
16. Review legal, tax and regulatory matters that may have a material impact
on the financial statements.
17. Perform any other activities or investigations consistent with this
Charter, the Company's Bylaws and governing law or as the Committee or the
board determines necessary or appropriate.
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