Committees of the Board of Directors
Investors Title Company's Board of Directors has an Audit Committee, a Compensation Committee, and a Nominating Committee. Each committee is listed below with a brief description of responsibilities.
Each member of the Audit Committee is an independent director as defined by Section 301 of the Sarbanes-Oxley Act of 2002 and by NASDAQ's independent director and audit committee listing standards. In accordance with its written charter, the Audit Committee assists the Board in generally overseeing the quality and integrity of the accounting and financial reporting practices of the Company. The Audit Committee is directly responsible for appointing, compensating, and overseeing the work of the Company's independent auditor. To carry out its duties, the Audit Committee has established procedures for pre-approving all audit and permissible non-audit services provided by the independent auditor.
This Committee makes all compensation decisions for the Company’s executive officers and approves recommendations regarding equity awards for all of the Company’s elected officers.
The Nominating Committee is responsible for identifying, evaluating and recommending to the Board of Directors candidates for election to the Board of Directors as well as appropriate members for the Audit and Compensation Committees. A slate of nominees for director to present to the shareholders is recommended by the Nominating Committee and determined by at least a majority vote of those directors whose terms do not expire during the year in which the election of directors will be made. The Committee will consider nominees recommended by the shareholders. Any shareholder wishing to make a recommendation regarding a nominee for election at the upcoming Annual Meeting of Shareholders should follow the guidelines as outlined in the current Proxy Statement.