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The people of NCI hold professional integrity in the highest regard. In order to promote, maintain and monitor the highest standard of business conduct, NCI has adopted a series of corporate governance policies and guidelines.
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Our board has nine directors and the following six standing committees: (1) Executive, (2) Audit, (3) Compensation, (4) Affiliate Transactions, (5) Nominating and Corporate Governance, and (6) Preferred Dividend Payment. The committee membership and the function of each of the committees are described below. Our board committee charters for the respective committees are also available below.
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Executive Committee
The Executive Committee is generally authorized to act on behalf of our Board between scheduled meetings of our Board. For more information regarding the Executive Committee, please read the Committee Charter.
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Committee Members:
James G. Berges (chairman)
Norman C. Chambers
Gary L. Forbes
Nathan K. Sleeper
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Audit Committee
The Audit Committee is responsible for engaging and discharging the independent auditors and for monitoring audit functions and procedures. They also provide assistance to the Board regarding the corporate accounting and reporting practices of NCI and the quality and integrity of its financial reports. For more information regarding the Audit and Finance Committee, please read the Committee Charter.
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Committee Members:
Gary L. Forbes (chairman)
George Martinez
John J. Holland
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Compensation Committee
The Compensation Committee is responsible for reviewing and making recommendations to our Board on all matters relating to compensation and benefits provided to executive management. For more information regarding the Compensation Committee, please read the Committee Charter.
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Committee Members:
Kathleen J. Affeldt
(chairwoman)
John J. Holland
Nathan K. Sleeper
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Affiliate Transactions Committee
The Affiliate Transactions Committee is responsible for reviewing, considering and approving certain transactions between both the Company and its controlled affiliates, as well as the significant shareholders of the Company and their affiliates. This committee must be made up of two shareholder directors unaffiliated with any significant shareholders of the Company and with the Company. For more information about the responsibilities of the Affiliate Transactions Committee please read the Affiliate Transaction Charter.
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Committee Members:
George Martinez (chairman)
Norman C. Chambers
Kathleen J. Affeldt
Gary J. Forbes
John J. Holland
Lawrence J. Kremer
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Nominating and Corporate Governance Committee
The Nominating and Corporate Governance Committee is responsible for reviewing and interviewing qualified candidates to serve on our Board in order to make nominations to fill vacancies as well as to select the management nominees for the directors to be elected by our stockholders at each annual meeting. In addition, they are responsible for evaluating, implementing, and overseeing the standards and guidelines for the governance of NCI, including monitoring compliance with those standards and guidelines, as well as overseeing succession planning and evaluating the performance of the Board. For more information about the responsibilities of the Nominating and Corporate Governance Committee please read the Committee Charter.
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Committee Members:
James G. Berges (chairman)
Gary L. Forbes
Lawerence J. Kremer
Nathan K. Sleeper
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Preferred Dividend Payment Committee
The Preferred Dividend Payment Committee is responsible for reviewing, evaluating, and approving the payment in cash or in kind of preferred stock to holders of our preferred stock, on every preferred dividend payment date.
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Committee Members:
Gary L. Forbes
John J. Holland
George Martinez
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Code of Business Conduct and Ethics
