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David A. Dunbar, Chairman
Thomas E. Chorman
Gerald H. Fickenscher
Roger L. Fix
H. Nicholas Muller, III
Standing Committee of the Board of Directors of Standex International Corporation (the “Company”).
The Retirement Plans Committee (the “Committee”) shall be elected by the Board of Directors and shall consist of no less than three nor more than five directors, who shall serve at the pleasure of the Board. The Committee may also appoint individuals to serve on the following two sub-committees, which shall report to the Retirement Plans Committee: The Administrative Committee and the Investment Committee.
The members of the Committee shall be appointed on the recommendation of the Board, and the Board shall have the power to change the membership of the Committee at each Annual Meeting, and to fill vacancies in it. Except as expressly provided in this Charter, the By-Laws of the Company, the Corporate Governance Guidelines of the Company or the plan documents for retirement plans which the Committee shall administer, the Retirement Plans Committee shall fix its own rules of procedure.
The Retirement Plans Committee shall be responsible for administering, overseeing, amending and recommending to the Board of Directors significant amendments, termination or the establishment, where appropriate, of the retirement plans and the Employee Stock Ownership Plan of the Corporation.
Responsibilities and Duties
The Retirement Plans Committee shall have all of the power and authority of the Board of Directors with respect to administering, overseeing, maintaining and amending the pension and retirement plans of the Company. The Committee shall also recommend to the Board of Directors adoption of new plans, amendments or terminations of existing plans and discontinuance of contributions under existing plans. The Committee shall have the power and authority to appoint members of the Administrative and Investment Committees of existing plans.
Further, the Retirement Plans Committee shall have all of the power and authority of the Board of Directors with respect to maintaining, administering, overseeing and amending the Employees’ Stock Ownership Plan of the Corporation except the power and authority to establish the amount and form of the annual contribution to the Plan.
Finally, the Retirement Plans Committee shall appoint members of both the Administrative Committee and the Investment Committee, both of which shall advise the Committee in connection with the pension plans and Employee Stock Ownership Plan of the Corporation. The Committee shall receive and consider all reports from such Committees.
The Committee shall meet as often as its membership shall deem appropriate to carry out its functions.
The Committee shall report, no less than annually, to the Board of Directors on its activities, and shall review and reassess the adequacy of this Charter as needed and recommend any proposed changes to the Board of Directors for approval.