Committees and Charters
Compensation, Nominating and Governance Committee
The Compensation, Nominating and Governance Committee (the "CNG Committee") of the Company is charged with responsibility for:
- (i) establishing procedures for the identification of nominees to the board of directors of the Company,
- (ii) recommending to the board of directors of the Company nominees to the board for the next annual meeting of shareholders of the Company and nominees for each committee of the board,
- (iii) assessing directors of the Company on an ongoing basis, assessing the effectiveness of the board of directors of the Company as a whole, the committees of the board of directors of the Company and the contribution of each individual director,
- (iv) developing and implementing orientation procedures for new directors,
- (v) advising on and overseeing the Company's compensation programs generally, including the provision of pension benefits, and
- (vi) developing and monitoring the Company's approach to governance issues applicable to the Company and the operations and people within its wholly-owned corporate group.
The Audit Committee is responsible for:
- (i) overseeing and supervising the accounting and financial reporting practices and procedures of Student Transportation Inc., and
- (ii) monitoring the adequacy of internal accounting controls and procedures and reviewing thequality and integrity of financial statements of Student Transportation Inc.
The independent auditors of Student Transportation Inc. report directly to the Audit Committee. In addition, the Audit Committee is responsible for reviewing and approving the auditors' examination and for recommending to the board of directors the selection of independent auditors of Student Transportation Inc.
Innovation and Technology Committee
The primary purpose of the Innovation and Technology Committee (the "Committee" or "ITC") of the Board of Directors is to provide understanding, clarification and validation to the Board on the fundamental technological and strategic direction of new ventures and major investment projects within the Company in order to enhance shareholder value as well as to provide strategic direction to management in the aforementioned areas. Innovation and Technology are key contributors to the Company's long-term competitiveness and profitability.
The Board of Directors shall elect annually from its members a committee known as the "Innovation and Technology Committee" or "ITC", which shall consist of at least two members of the Board at inception, and up to a maximum of four members. The members of the Committee shall be appointed by the Board upon the recommendation of the Compensation, Nominating and Governance Committee (the "CNG Committee") based upon experience, education and other skills. The Board, upon recommendation of the CNG Committee, may fill any vacancies on the Committee and may remove a Committee member from membership on the Committee at any time, with or without cause.
The chairperson of the Committee shall be appointed by the Board based upon the recommendation of the CNG Committee.
A majority of the Committee members shall constitute a quorum for the transaction of business.
The Committee chairperson or a majority of the Committee members may call a meeting of the Committee.
The Committee, in its sole discretion, may invite members of other Board committees, management, as well as outside advisors or consultants, to attend meetings and to provide pertinent information.