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OEOC Annual Conference Board of Directors

OEOC Annual Conference Board of Directors. April 16, 2004. YSI at a Glance. International Company Headquartered in Yellow Springs, Ohio Employee owned since 1983 $64 Million Revenue (2003) 348 Employees Worldwide Leader in technology solutions & services for data collection and analysis

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OEOC Annual Conference Board of Directors

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  1. OEOC Annual ConferenceBoard of Directors April 16, 2004

  2. YSI at a Glance International Company Headquartered in Yellow Springs, Ohio Employee owned since 1983 $64 Million Revenue (2003) 348 Employees Worldwide Leader in technology solutions & services for data collection and analysis Mission: “Not the biggest; just the best”

  3. YSI Worldwide

  4. Board Structure & Composition • Seven outside directors • Three inside (CEO, two employee/owners) • Meet 5-6 times a year • Three committees

  5. Governance & Nominating Committee • Three outside directors, CEO, & two E/O directors • Meet at least three times a year • Define skills & characteristics that the Board seeks in Directors • Consider size, composition, & needs of Board • Recommend outside Director nominees for election at next Annual Shareholders Meeting • Review & monitor process for election of E/O members to the Board • Outline “job descriptions” for directors • Oversee Board performance evaluation process

  6. Audit Committee • Three outside directors/CEO/CFO • Meet at least three times a year • Review audited financial statements/ accounting principles & practices/ adequacy of internal controls • Review experience & qualifications of senior independent auditor team • Recommend appointment of independent auditor, subject to shareholder approval • Approve independent auditor fees • Review and reassess committee charter annually

  7. Compensation Committee • All Directors • Meet twice a year • Oversee Executive Compensation process • Determine Executive Compensation Philosophy • Monitor performance & effectiveness of CEO • Assure that a succession plan is in place for key executives • Compensation study every two years by outside consulting groups specializing in executive compensation & practices

  8. Our Directors Bring: • Experience • Specific expertise • Creative ideas • Objective opinions • Inquiring and independent minds • Make a point of staying connected to employee/owners i.e. lunch, tours • E/O directors provide management with an in-house sounding board on day to day issues

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