SEC Filings

PRE 14A
RELIANCE STEEL & ALUMINUM CO filed this Form PRE 14A on 04/06/2001
Entire Document
 
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performance of Reliance's independent auditors, and maintaining open
communication between the Board and the independent auditors, the internal
auditors, and financial management. The three-member Audit Committee, which is
composed entirely of independent, non-employee directors, met six times during
2000. The Audit Committee reviewed its Charter and suggested changes to the
Board. A copy of the revised Audit Committee Charter adopted by the Board is
attached as Appendix A.
 
     In fulfilling its responsibilities under the Charter, the Audit Committee
reviewed and discussed the audited financial statements for fiscal 2000 with
management and the independent auditors. The Audit Committee has discussed with
the independent auditors the matters required to be discussed by Statement on
Auditing Standards No. 61, Communications with Audit Committees, as amended. The
Audit Committee also has discussed with the independent auditors the auditors'
independence from management and the Company, including the written disclosures
and the letter from the independent auditors required by Independence Standards
Board Standard No. 1, Independence Discussions with Audit Committees, as
amended, and considered the compatibility of non-audit services with the
auditors' independence.
 
     In reliance on the Audit Committee's reviews and discussions outlined
above, the Audit Committee recommended to the Board of Directors that the
audited financial statements be included in Reliance's Annual Report on Form
10-K for the fiscal year ended December 31, 2000 for filing with the Securities
and Exchange Commission. The Audit Committee also evaluated and recommended to
the Board of Directors, subject to approval of the shareholders, that Ernst &
Young LLP be re-appointed as the Company's independent auditors for fiscal year
2001.
 
Robert Henigson             Karl H. Loring, Chairman             Leslie A. Waite
 
                 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 2000
applicable to the Company's Corporate 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.
 
CASH SALARIES AND INCENTIVE COMPENSATION PROGRAMS
 
     To meet the above objectives, the program has both cash and equity elements
which consist of base salary, an annual cash (and stock) incentive bonus and
stock options. In determining executive compensation, the Compensation and Stock
Option Committee evaluates both the total compensation package and its
individual elements. As part of its review, the Committee considers compensation
data publicly available with respect to the Company's key competitors. When
competitive data is used, the Committee gives primary consideration to the
companies in its peer group.
 
     Generally, the base compensation is set in the mid to high-range for
comparable companies, and the cash and stock incentive bonus is used to
compensate employees for their performance. It is expected that total

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