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DEF 14A
FLEETCOR TECHNOLOGIES INC filed this Form DEF 14A on 05/01/2017
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In 2016, our Board had four standing committees: an audit committee, a compensation, nominating and corporate governance committee (“compensation committee”), an executive and acquisitions committee, and an information technology and security committee. The table below provides current membership for each of the Board committees that existed during 2016. Each committee meets quarterly and holds additional meetings as needed, except the executive and acquisitions committee which meets as needed when matters within its charter arise.
 
C = Chairperson
M = Member
F = Financial Expert
 
 
Audit Committee
 
Compensation, Nominating and Corporate Governance Committee
 
Executive and Acquisitions Committee
 
Information Technology and Security Committee
Michael Buckman
M
 
 
 
 
 
   M
Ronald F. Clarke
 
 
 
 
   C
 
 
Joseph W. Farrelly
 
 
   M
 
 
 
   C
Thomas M. Hagerty
 
 
   C
 
   M
 
 
Mark A. Johnson
M
 
 
 
   M
 
 
Richard Macchia
   C, F
 
 
 
 
 
   M
Hala G. Moddelmog(1)
 
 
   M

 
 
 
 
Jeffrey S. Sloan
 
 
 
 
   M
 
   M
Steven T. Stull
 
 
   M
 
 
 
 
 

(1) Ms. Moddelmog joined the Board of Directors and the Compensation, Nominating and Corporate Governance Committee following the April 2017 meetings of the Committee and the Board.
_____________________
Below is a description of each standing committee of our Board of Directors. Each committee has authority to engage legal counsel or other advisors or consultants as it deems appropriate to carry out its responsibilities.
Audit Committee
Our audit committee currently consists of Messrs. Buckman, Johnson and Macchia. Mr. Macchia is the chairman of the committee. Our Board has determined that each member of the committee meets the definition of “independent director” for purposes of the New York Stock Exchange rules and the independence requirements of Rule 10A-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Our Board of Directors has determined that Mr. Macchia qualifies as an “audit committee financial expert” under Securities and Exchange Commission rules and regulations.
Our audit committee is responsible for, among other matters:
appointing, compensating, retaining, evaluating, terminating and overseeing our independent registered public accounting firm;
discussing with our independent registered public accounting firm their independence from management;
reviewing with our independent registered public accounting firm the scope and results of their audit;
approving all audit and permissible non-audit services to be performed by our independent registered public accounting firm;
overseeing the financial reporting process and discussing with management and our independent registered public accounting firm the interim and annual financial statements that we file with the Securities and Exchange Commission;
reviewing and monitoring our accounting principles, accounting policies, financial and accounting controls and compliance with legal and regulatory requirements;
establishing procedures for the confidential, anonymous submission of concerns regarding questionable accounting, internal controls, or auditing matters; and
reviewing and approving related person transactions.
Our Board of Directors has adopted a written charter for the committee, which is available on our website.
 

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