Disclosure Committee Charter
This Disclosure Committee Charter (the “Charter”) has been adopted by the Chief Executive Officer and Chief Financial Officer (the “Senior Officers”) of Insperity, Inc. (the “Company”). The Disclosure Committee (the “Committee”) shall review and reassess this Charter annually and recommend any proposed changes to the Senior Officers for approval. All actions required of the Committee shall be deemed properly taken as long as a majority of the Committee members approved the action. Unanimous approval is not required for any action to be deemed properly taken.
It is the Company’s policy that all disclosures made by the Company to its security holders or the investment community should be accurate and complete and fairly present the Company’s events, financial condition and results of operations in all material respects, and should be made on a timely basis as required by applicable laws and stock exchange requirements.
The Committee shall assist the Senior Officers in fulfilling their responsibility for oversight of the accuracy and timeliness of the disclosures made by the Company by being responsible for the following tasks, in each case subject to the supervision and oversight of the Senior Officers:
- Design and establish controls and other procedures (which may include procedures currently used by the Company) that are designed to ensure that: (1) information required by the Company to be disclosed to the Securities and Exchange Commission (“SEC”) and/or the New York Stock Exchange (“NYSE”), and other written information that the Company will disclose to the investment community is recorded, processed, summarized and reported accurately and on a timely basis; and (2) information is accumulated and communicated to management, including the Senior Officers, as appropriate to allow timely decisions regarding such required disclosure (“Disclosure Controls”).
- Monitor the integrity and effectiveness of the Company’s Disclosure Controls.
- Review and monitor the preparation of the Company’s: (i) periodic and current reports, proxy statements, information statements, registration statements and any other information filed with the SEC and/or the NYSE; (ii) press releases containing financial information, earnings guidance, information about material acquisitions or dispositions or other information material to the Company’s security holders; (iii) correspondence and presentations broadly disseminated to shareholders and analysts and the investment community; and (iv) presentations to rating agencies and lenders (collectively, the “Disclosure Statements”). Any of the above responsibilities may be delegated to certain members of the Committee as designated from time to time by the Committee Chairman.
- Evaluate the effectiveness of the Company’s Disclosure Controls within 90 days prior to the filing of the Company’s Annual Report on Form 10-K and each Quarterly Report on Form 10-Q (collectively, the “periodic reports”).
- Discuss with the Senior Officers all relevant information with respect to the Committee’s proceedings, the preparation of the Disclosure Statements and the Committee’s evaluation of the effectiveness of the Company’s Disclosure Controls.
- Provide a certification to the Senior Officers prior to the filing with the SEC of each periodic report as to: (i) the Committee’s compliance with its policies and procedures and proper performance of the responsibilities that have been assigned to it; and (ii) the Committee’s conclusions resulting from its evaluation of the effectiveness of the Disclosure Controls.
- Annually review the Company’s Disclosure Policy and revise it when needed.
In discharging its duties, the Committee shall have full access to all Company books, records, facilities, and personnel, including the internal auditors
The membership of the Committee shall consist of Dan Herink, Senior Vice President of Legal, General Counsel and Secretary; Doug Sharp, Senior Vice President of Finance, Chief Financial Officer and Treasurer; Sean Duffy, Vice President, Finance and Controller; Michelle Larson, Director, Accounting; Mark Troutman, Managing Counsel; Bryan Smith, Managing Director, Planning and Analysis; and Ruth Saler, Investor Relations Administrator. Such members may be replaced, or new members added, at any time and from time to time by the Senior Officers. The Senior Officers at their option may at any time assume any or all of the responsibilities of the Disclosure Committee identified in this Charter, including, for example, approving Disclosure Statements when time does not permit the full Committee to meet.
One member of the Committee shall be appointed by the Senior Officers as Chairman. The Chairman shall be responsible for scheduling and presiding over meetings and preparing agendas. Any question of interpretation of this charter or the Committee’s procedures shall be determined by any Senior Officer or, in their absence from any meeting, the Chairman.
The Chairman may from time to time designate two or more representatives, at least one of whom shall be an attorney knowledgeable about SEC rules and regulations with respect to disclosure and at least one of whom shall be knowledgeable about financial reporting, who can, acting together, approve Disclosure Statements (other than periodic reports) when time does not permit the full Committee to meet.
The Committee shall meet with the Senior Officers and submit for their approval an initial set of Disclosure Controls, including policies and procedures of this Committee, as well as policies and procedures to assess the effectiveness of the Disclosure Controls.
The Committee shall meet as frequently as circumstances dictate to: (i) ensure the accuracy and completeness of the Disclosure Statements; and (ii) evaluate the Disclosure Controls and determine whether any changes to the Disclosure Controls are necessary or advisable in connection with the preparation of the Company’s upcoming periodic reports or other Disclosure Statements, taking into account developments since the most recent meeting, including changes in the Company’s organization and business lines and any change in economic or industry conditions.
III. Other Responsibilities
The Committee shall also have such other responsibilities as the Senior Officers may assign to it from time to time.