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South
Jersey Industries, Inc.
Corporate Governance Profile
April 2008 |
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- Eleven
of twelve SJI Board members are independent as
defined by the New York Stock Exchange (NYSE)
rules.
- SJI has
elected an independent lead director to preside
at meetings of independent directors.
- SJI
has a Code of Ethics that is applicable to the
Board of Directors, all officers and employees.
Principal executive officers and financial officers
have a specific Code of Ethics related to financial
reporting and disclosure.
- SJI Board
has adopted Corporate Governance Guidelines consistent
with industry best practices.
- SJI Board
annually conducts self-evaluations including evaluations
of the Audit, Compensation/Pension and Nominating
and Governance Committees.
- SJI Board
has a regular orientation program for new Board
members and provides ongoing continuing education
for all members.
- SJI Board
has a formal process for assessing Board competencies
and then uses the profile in seeking candidates for the Boards.
- SJI Board
conducts executive sessions of the independent
and the non-management directors without the Chief
Executive Officer (CEO) and management present.
- All
Board committees have written charters that have
been recently updated to comport with Securities
and Exchange Commission (SEC), NYSE rules and corporate
governance best practices.
COMMITTEE
PROCESSES
-
Audit, Compensation/Pension and Nominating
and Governance Committees comprised solely of
independent members as defined by the New York
Stock Exchange and SEC rules.
-
The Nominating
and Governance Committee uses a formalized process
which is independent of management for the nominating
of new Board members to the full Board.
-
The Compensation/Pension Committee uses independent consultants to provide
expertise and guidance regarding executive compensation.
-
The Compensation/Pension Committee in conjunction with the full Board
conducts annual formal written evaluations of
the CEO.
-
The entire Audit Committee reviews the
10-K with the independent auditors and management.
The Audit Committee reviews with the independent
auditors and management the 10-Q’s and
earnings pronouncements prior to release.
-
The Audit Committee regularly meets in
executive session with the independent auditors,
management and internal audit.
-
The Audit Committee currently has three
members who meet the SEC definition of “financial
expert.”
-
The Audit Committee engages the independent
auditors; annually reviews their independence,
work and their fees.
-
The Audit Committee approves all permitted
non-audit work of independent auditors.
•For 2007, independent auditors’ fees for audit work were $914,795;
no information technology services were provided;
and audit related fees were $39,000 which included
work for, employee benefit plan audits, transfer
and registrar audits and consents and comfort
letters related to security offerings. Tax fees
for consultation and compliance services were
$24,660 in 2007.
-
The Audit Committee regularly meets with
the independent auditor regarding critical accounting
policies and practices.
COMPANY
PROCESSES
- SJI has had a well established
internal control environment supported by well
documented practices and procedures. The Company
has met the stringent requirements of Section 404
of the Sarbanes-Oxley Act whereby management certifies
that at December 31, 2007 the internal controls
over financial reporting are effective. The external
auditors have affirmatively attested to management’s
certification.
-
SJI has a Forecast Committee that meets monthly
to review financial performance, accounting policies
and practices and disclosures issues. The Committee
comprises the CEO, executive and senior officers
and representatives from legal, accounting, treasury,
financial planning and reporting.
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