In addition, the following officers of the Company are expected to make
significant contributions to the Company's operations:
KEVIN M. DEMPSEY, 39, joined the Company in January 2001 as Chief
Information Officer. Prior to this time, Mr. Dempsey served as Co-Founder,
President and Chief Executive Officer of VALUSTEEL, INC., a
business-to-business, e-commerce Internet site that focused on the asset
recovery segment of the steel industry. Prior to that, he served as Vice
President at Crest Steel Corporation in Carson, California, one of several
management positions he held at the company over a period of 15 years.
DONNA NEWTON, 47, became Vice President, Human Resources in January 2001.
Ms. Newton joined the Company as Director of Employee Benefits and Human
Resources in February 1999. Prior to this time, she was director of sales and
service for the Los Angeles office of Aetna U.S. Healthcare and also held
various management positions at Aetna over a 20-year period.
KAY RUSTAND, 52, joined the Company as Vice President and General Counsel
in January 2001. Prior to this time, Ms. Rustand was a partner at the law firm
of Arter & Hadden LLP (the Company's counsel) in Los Angeles, California,
specializing in corporate and securities law. She also served as a law clerk for
the Honorable Herbert Y. C. Choy, of the U. S. Court of Appeals, 9th Circuit.
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 2000, the Board of Directors met six times.
No person attended fewer than 80% 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 2000, the Audit Committee met six 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 2000, the Compensation and Stock Option Committee met one time.
AUDIT COMMITTEE REPORT
The Audit Committee assists the Board of Directors in fulfilling the
Board's oversight responsibilities over Reliance's financial reporting process
and systems of internal controls, monitoring the independence and