SEC Filings

DEF 14A
RELIANCE STEEL & ALUMINUM CO filed this Form DEF 14A on 04/18/2000
Entire Document
 
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BOARD OF DIRECTORS
 
     Members of the Board of Directors of the Company who are not employees are
paid $6,250 per quarter, plus $1,200 for each Board or committee meeting
attended. In addition, the Chairmen of the Audit Committee and the Compensation
and Stock Option Committee are paid an additional $1,000 per quarter. All
directors are reimbursed for expenses incurred in connection with Board or
committee meetings. Under the Directors Stock Option Plan, non-employee
directors are entitled to receive options to acquire the Company's Common Stock
in accordance with that plan. During 1999, the Board of Directors met twelve
times. No person attended fewer than 85% of the aggregate of the total number of
Board meetings and the total number of committee meetings held by the committees
on which he served.
 
     The Board of Directors has authorized two standing committees: the Audit
Committee and the Compensation and Stock Option Committee, but has no standing
Nominating Committee at the present time. Nominations for the Board of Directors
are made and considered by the Board of Directors acting as a whole.
 
     The Audit Committee confers formally with the Company's independent
auditors, as well as with members of the Company's management, members of the
Company's internal audit department and those employees performing internal
accounting functions, to inquire as to the manner in which the respective
responsibilities of these groups and individuals are being discharged. Reports
of the Audit Committee's findings are made to the Board of Directors. The Audit
Committee makes recommendations to the Board of Directors with respect to the
scope of the audit conducted by the independent auditors of the Company and the
related fees, the accounting principles being applied by the Company in
financial reporting, and the adequacy of internal controls and financial
accounting procedures. In 1999, the Audit Committee met four times.
 
     The Compensation and Stock Option Committee annually reviews the
compensation of officers of the Company and recommends to the Board of Directors
changes in that compensation, as well as administering the Company's stock
option plans and its Supplemental Executive Retirement Plan. The Committee has
the authority to designate officers, directors or key employees eligible to
participate in the plans, to prescribe the terms of any award of stock options,
to interpret the plans, and to make all other determinations for administering
the plans. In 1999, the Compensation and Stock Option Committee met two times.
 
                 COMPENSATION AND STOCK OPTION COMMITTEE REPORT
 
THE COMMITTEE
 
     The four-member Compensation and Stock Option Committee of the Board of
Directors (the "Compensation and Stock Option Committee" or the "Committee"),
which is composed entirely of independent, non-employee directors, makes
recommendations to the Board of Directors regarding compensation of the
Company's officers. The following report submitted by the Compensation and Stock
Option Committee addresses the Company's compensation policies for 1999
applicable to the Company's executive officers, including the executive officers
named in the Summary Compensation Table, and the Stock Option Plan and
Supplemental Executive Retirement Plan (the "SERP").
 
PRINCIPLES AND PROGRAMS
 
     The Company's executive compensation program is a pay for performance
program. It is designed to:
 
     - motivate executives to enhance shareholder value with compensation plans
       that are tied to Company performance; and
 
     - target executive compensation at a level to ensure the Company's ability
       to attract and retain superior executives.
 
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