|
Board Meetings
1. Meeting Frequency and Agenda
The Board holds regularly scheduled meetings at least quarterly and calls special meetings as appropriate. The Chairman, in consultation with the CEO, sets the agenda for Board meetings that includes the items necessary for appropriate Board action and oversight.
2. Board Materials and Management Presentations; Access to Employees and Outside Advisors
Information that is important to the Board’s understanding of the business is distributed in advance to the extent practicable so that Board meeting time may be conserved and discussion time focused on questions that the Board has about the material and other matters. The Board encourages the CEO to schedule managers with expertise and accountability for agenda items under consideration to present at Board meetings. In addition to the scheduled management presentations, directors have free access to all employees of the Company and, as necessary and appropriate, directors may consult with independent legal, financial, accounting or other professional advisors, at the Company’s expense, to assist in their duties to the Company and its stockholders.
3. Reliance
Each director is entitled to rely in good faith on (1) corporate records, corporate officers, corporate employees and Board Committees and (2) any other person as to matters reasonably believed to be within the person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Company. Directors should be entitled to rely on the honesty and integrity of their fellow directors and the Company’s senior executives and outside advisors and auditors.
4. Independent Directors' Discussion
In connection with each of its regularly scheduled board meetings, the Board holds executive sessions at which management, including the CEO, is not present. The Chairman has the authority to call additional meetings of the independent directors. The Chairman chairs the meetings of independent directors and carries out further responsibilities that the independent directors designate from time to time. Board committees may also hold executive sessions at which management, including the CEO, is not present.
5. Corporate Strategy and Annual Operating Plan
The Board reviews and ratifies Radian’s long-term strategic plan and the annual operating plans, as well as the plans of each of its major business units.
The plans include the following components:
- Assessment of markets, products, and customers for each major business segment, as appropriate.
- Review of the competitive strengths and weaknesses of Radian along with opportunities and threats to its position in the marketplace.
- Review of key success factors — including technological leadership, product attributes, and other elements necessary to maintain a competitive advantage.
- Review of critical factors affecting human capital.
- Assessment of the financial flexibility, integrity and strength of each corporate entity and the Company as a whole.
- Analysis of the short- and long-term returns on risk adjusted capital.
- Goals, objectives and implementation plans.
The annual operating plan ties into the strategic plan, but emphasizes the ensuing fiscal year’s goals, objectives and key milestones. The operating plan is reviewed against budget quarterly, or more frequently if circumstances require.
|
