We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.
An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion. In addition, the Compensation Committee will have complete authority to interpret all provisions of the Annual Plan, to adopt, amend and rescind rules and regulations pertaining to the administration of the Annual Plan and to make all other determinations necessary or advisable for the administration of the Annual Plan.
The Annual Plan provides that no member of the Board of Directors, the Compensation Committee or any employee of the Company will be liable for any action taken or omitted to be taken or any determination made in good faith with respect to the Annual Plan.
Any person who, during the term of the Annual Plan, is an employee of the Company or any subsidiary of the Company is eligible to participate under the Annual Plan. The Compensation Committee determines which employees will be participants under the Annual Plan.
The Company anticipates that approximately 23 Senior Vice President-level and above employees will be eligible to receive awards under the Annual Plan. Annual Plan participants will receive awards under the Annual Plan after the end of a fiscal year if performance objectives established by the Compensation Committee are achieved during the fiscal year. The Compensation Committee will establish the performance objectives at the start of each fiscal year for the purpose of determining when an award subject to one or more of the performance objectives has been earned.
Performance objectives may be Company-wide objectives or objectives related to the performance of the individual participant or of a subsidiary, division, department, region, business unit or function within the Company or subsidiary. Performance objectives will be specified absolute or relative i. All awards under the Annual Plan for a fiscal year will be paid in cash following the end of the fiscal year.
The Compensation Committee may amend or terminate the Annual Plan from time to time, except that no amendment will become effective until shareholder approval is obtained if the amendment would increase the maximum amount that may be payable to a covered employee for a fiscal year.
All cash awards paid under the Annual Plan are taxable to the participant when made. The Annual Plan has been designed to comply with Section m of the Internal Revenue Code and all awards under the Annual Plan should qualify as performance-based compensation. Therefore, the Company should be entitled to claim a federal income tax deduction for the full amount of any cash award paid under the Annual Plan.
The primary objectives of our program are to:. At the Annual Meeting of Shareholders, the Company also asked shareholders to indicate whether a say-on-pay vote should occur every one, two or three years, with the Board recommending an annual advisory vote. Even though the result of the say-on-pay vote is non-binding, the Compensation Committee values the opinions that shareholders express in their votes and will carefully consider the results of the vote when making future executive compensation decisions.
In order to assure continuing auditor independence, the Audit Committee periodically considers whether there should be a regular rotation of the independent registered public accounting firm.
They also are expected to be available to respond to appropriate questions. David Brook has informed the Company that he intends to present the proposal set forth below for consideration at the Annual Meeting, which is printed exactly as it was submitted. REPORTING helps companies integrate and gain value from existing sustainability efforts, identify gaps and opportunities and publicize innovative practices.
GRI is an international organization with representatives from business, environmental, human rights and labor communities. These Guidelines provide a flexible reporting system. With more than 1, home improvement and hardware stores, we manage our operations to reduce our environmental footprint and generate cost savings. We actively engage external groups and relevant stakeholders on a regular basis to discuss areas of opportunities for improvement. We are proud of our sustainability accomplishments and are committed to meeting the goals that we have set for our company.
We believe that our public statements, track record and current initiatives reflect our commitment to reducing the environmental impact of our activities. We publish sustainability accomplishments and update our goals each year in our Social Responsibility Report where we provide sustainability-related disclosures regarding energy and carbon, recycling and waste, logistics, water conservation, the products we sell, and responsible wood sourcing.
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