SEC Filings

DEF 14A
RELIANCE STEEL & ALUMINUM CO filed this Form DEF 14A on 04/18/2000
Entire Document
 
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                              CERTAIN TRANSACTIONS
 
     In addition to a provision authorizing the indemnification of directors,
the Company's Restated Articles of Incorporation include a provision which
limits or eliminates the personal liability of directors for monetary damages to
the Company or its shareholders for the breach of fiduciary duty as a director
in accordance with California corporate law. This provision does not limit or
eliminate the liability of a director for the following: (i) for acts or
omissions that involve intentional misconduct or a knowing and culpable
violation of law; (ii) for acts or omissions that a director believes to be
contrary to the best interests of the corporation or its shareholders, or that
involve the absence of good faith on the part of the director; (iii) for any
transaction from which a director derived an improper personal benefit; (iv) for
acts or omissions that show a reckless disregard of the director's duty to the
corporation or its shareholders in circumstances in which the director was
aware, or should have been aware, in the ordinary course of performing a
director's duties, of a risk of serious injury to the corporation or its
shareholders; (v) for acts or omissions that constitute an unexcused pattern of
inattention that amounts to an abdication of the director's duty to the
corporation or its shareholders; (vi) for transactions between the corporation
and a director, or between corporations having interrelated directors; and (vii)
for improper distributions and stock dividends, loans and guaranties. The
provisions of the Indemnification Agreements described below will be available
to directors in the event of claims made against a director for certain types of
liability which are not eliminated in the Restated Articles of Incorporation.
 
     The Company's Bylaws require the Company to indemnify officers, directors,
employees and agents to the fullest extent permissible by California
Corporations Code Section 317 against expenses, judgments, fines, settlements or
other amounts actually and reasonably incurred by that person as a result of
being made or threatened to be made a party to a proceeding. The Company has
entered into indemnification agreements (such contracts are hereinafter referred
to as the "Indemnification Agreements") with all of its present directors and
all of its officers, to indemnify these persons against certain liabilities. The
form of these Indemnification Agreements was approved by the Board of Directors
and shareholders of the Company in March 1988, and the shareholders also
authorized the Board of Directors to enter into Indemnification Agreements with
all existing and future directors at the time they are so elected and to
determine, from time to time, whether similar Indemnification Agreements should
be entered into with other individual officers who are not directors. The
Indemnification Agreements provide for indemnification in cases where
indemnification might not otherwise be available in the absence of the
Indemnification Agreements under the Company's Restated Articles of
Incorporation.
 
     Each Indemnification Agreement provides that the Company will indemnify the
indemnitee and hold him harmless, to the fullest extent permitted by law, from
all amounts which he pays or is obligated to pay as a result of claims against
him arising out of his service to the Company, including derivative claims by or
in the right of the Company. The Company has agreed to indemnify against the
amounts of all damages, judgments, sums paid in settlement (if approved by the
Company, which approval will not be unreasonably withheld), counsel fees, costs
of proceedings or appeals, and fines and penalties (other than fines and
penalties for which indemnification is not permitted by applicable law) within
the scope of the indemnification.
 
     In addition, the Company has purchased directors and officers liability
insurance for the benefit of its directors and officers.
 
 
                        COMPLIANCE WITH SECTION 16(a)
 
     Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
that the officers and directors of the Company and any person who directly or
indirectly is the beneficial owner of more than 10% of the Company's Common
Stock must file reports of beneficial ownership and any changes in such
ownership. The three forms used for reports are: the Form 3, which is an initial
statement of beneficial ownership of such securities; the Form 4, which reports
changes in beneficial ownership, generally occurring in the previous month; and
the Form 5, which is an annual statement to report changes that have not
previously been reported. Each of these forms must be filed at specified times.
 
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