Edgar Filing: RYERSON TULL INC /DE/ - Form DEF 14A
JERRY K. PEARLMAN Director of pre-merger Ryerson Tull since 1996
Director of Ryerson Tull since February 1999 Mr. Pearlman, age 63, was Chairman of Zenith Electronics Corporation, a manufacturer of consumer electronics and cable television products, prior to his retirement in November 1995. He was also Chief Executive Officer of Zenith from 1983 through April 1995. He is Chairman of our Compensation Committee and a member of our Nominating and Governance Committee. Mr. Pearlman is also a director of Nanophase Technologies Corporation and Smurfit Stone Container Corporation.
RONALD L. THOMPSON Director of pre-merger Ryerson Tull since 1996
Director of Ryerson Tull since February 1999 Mr. Thompson, age 53, has been the Chairman and Chief Executive Officer of Midwest Stamping Co., a metal-stamping and assembly firm serving principally the automotive original equipment industry, since 1993. Prior to joining Midwest Stamping, he was Chairman of the Board and President of The GR Group, Inc., a diversified holding company with interests in manufacturing and service activities, from 1980 to 1993. He is a member of our Audit and Nominating and Governance Committees. Mr. Thompson is also a director of the Teachers Insurance and Annuity Association.
COMMITTEES OF THE BOARD OF DIRECTORS
The standing committees of the Board include the Audit Committee, the Compensation Committee, and the Nominating and Governance Committee. The members of these committees, none of whom is an employee of Ryerson Tull or any of its subsidiaries, are identified above.
Audit Committee The Audit Committee annually recommends to the Board of Directors the appointment of an independent auditing firm to audit our financial books and records. The Audit Committee reviews the proposed scope and results of the annual audit, the recommendations of the independent auditors, and all non-audit services performed by the auditors. It also approves the auditors compensation and reviews the independence of and all relationships with the independent auditor. The Audit Committee also reviews management s discussion and analysis and the consolidated financial statements of our annual report to stockholders and Form 10-K; reviews our system of internal accounting and operating controls and the performance of our internal auditors; and monitors compliance with our Code of Business Conduct. The Audit Committee Report is included below. The Audit Committee held six meetings in 2002.
Compensation Committee The Compensation Committee makes recommendations to the Board of Directors about the promotions and salaries of our officers and the establishment or modification of executive compensation plans and programs; and administers the Ryerson Tull Annual Incentive Plan, our incentive stock plans and our pension and retirement plans and trusts. The Report of the Compensation Committee of the Board of Directors Regarding Executive Compensation is included below. The Compensation Committee held three meetings in 2002.
Nominating and Governance Committee The Nominating and Governance Committee prepares and maintains a list of qualified candidates to fill vacancies on the Board of Directors and recommends to the Board of Directors candidates to fill any such vacancies; recommends to the Board a slate of candidates for election as directors at the annual meeting; monitors corporate governance issues; recommends to the Board policies and procedures for effective corporate governance and assures compliance with adopted policies and procedures; recommends to the Board a process for evaluating the Board and oversees the process; recommends the compensation to be paid to non-employee directors; and manages and controls the administration of directors compensation. The Nominating and Governance Committee held three meetings in 2002.