Qualifications for consideration as a nominee for the Board of Directors vary, depending upon the
experience and background of incumbent directors as well as particular areas of expertise which the Nominating Committee desires to obtain for the benefit of the Company. The Nominating Committee has identified the following criteria, among others,
as appropriate for consideration in identifying Board candidates:
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Financial acumen and experience
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Background in manufacturing, transportation or related industries
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Continuing activity in the business community
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Demonstrated wisdom and maturity
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Diversity considerations
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Although the Nominating Committee does not have a formal policy for the consideration of diversity in identifying director nominees, the Nominating
Committee considers diversity of race, ethnicity, gender identity and expression, age, cultural background, geography and professional experience in evaluating candidates for board membership. The Nominating Committee believes that the backgrounds
and qualifications of the directors, considered as a group, should provide a diverse mix of skills, knowledge, attributes and experiences that cover the spectrum of areas that affect the Companys business. In general, the composition of the
Board of Directors is diversified across financial, accounting, legal, operational and corporate governance expertise, as well as expertise within the Companys business and industry, including experience in global markets, manufacturing,
finance and the rail supply industry. Candidates for potential director nominees are considered in the context of current perceived needs of the Board of Directors as a whole. The Nominating Committee regularly assesses whether the mix of skills,
experience and background of our Board of Directors as a whole is appropriate for the Company. The Board has adopted an age limit pursuant to which no director may be nominated for election or elected to the Board of Directors if such
directors age would be greater than 77 at the time of election.
Upon completion of the review process, the Nominating Committee makes its
recommendation to the full Board of Directors. The Board then selects candidates for nomination for election by shareholders or appointment to fill vacancies.
We do not currently employ an executive search firm, or pay a fee to any other third party, to locate qualified candidates for director positions, though
we may decide to do so in the future.
A shareholder wishing to nominate a candidate for election to the Companys Board of Directors at any
annual meeting at which the Board of Directors has determined that one or more directors will be elected should submit a written notice of his or her nomination of a candidate to the Nominating Committee of the Company in accordance with the
procedures described in this Proxy Statement under Shareholder Proposals.
Communication with Directors
Shareholders and other interested parties may communicate with members of the Board of Directors by mail addressed to the Chairman, to the Lead Director,
to any other individual member of the Board, to the full Board, to the
non-management
directors as a group, or to a particular committee of the Board. In each case, such correspondence should be sent to the
Companys headquarters at One
Centerpointe Drive, Suite 200, Lake Oswego, OR 97035. Such communications are distributed as appropriate.
Annual Meeting Attendance by
Directors
The Companys policy is to encourage Board members to attend the Companys annual meetings of shareholders. All of the
Companys directors then in office attended the annual meeting of shareholders held on January 6, 2017.
Transactions with
Related Persons
Aircraft Usage Policy.
William A. Furman, President, Chief Executive Officer and Chairman of the Board of Directors of the
Company, is the owner of a private aircraft managed by a private independent management company. From time to time, the Companys business requires charter use of privately owned aircraft. In such instances, it is possible that charters may be
placed with the company that manages Mr. Furmans aircraft. In such event, any such use will be subject to the Companys travel and entertainment policy, and the fees paid to the management company will be no less favorable than would
have been available to the Company for similar services provided by unrelated parties. During 2017, the Company placed charters with the company that manages Mr. Furmans aircraft aggregating approximately $0.5 million.
Indebtedness of Management.
Since the beginning of our last fiscal year, none of our directors or executive officers has been indebted to us in
excess of $120,000.
Policy.
We follow a policy that all proposed transactions by us with directors, officers, five percent shareholders and
their affiliates be entered into only if such transactions are on terms no less favorable to us than could be obtained from unaffiliated parties, are reasonably expected to benefit us and are reviewed and approved or ratified by a majority of the
disinterested, independent members of the Board of Directors.
Executive Officers of the Company
The following individuals are executive officers of the Company:
William A. Furman,
73, is Chief Executive Officer and Chairman of the Board of the Company. Mr. Furman has served as Chief Executive Officer
of the Company since 1994, and as Chairman of the Board of Directors of the Company since January 2014. Mr. Furman was Vice President of the Company, or its