Virginia Utility Protection Service, Inc.
Board of Directors Policy Statement
Director Selection Guidelines
These Guidelines have been adopted by the Board of Directors in accordance with Article VIII of the By-Laws of the Corporation for use by the Nominating Committee in selecting Director nominees to propose to the Board. Nominees approved by the Board are presented to the Members of the Corporation for election at each Annual Meeting. These Guidelines shall also be applicable to elections of Directors by the Board as provided in the By-Laws to fill vacancies on the Board between Annual Meetings.
The Nominating Committee shall be satisfied that a nominee would demonstrate selflessness, integrity, objectivity, accountability, openness, honesty and leadership if elected a Director. In addition, the Nominating Committee will consider the following characteristics in evaluating potential Director nominees:
- Commitment to Virginia’s underground utility damage prevention program and the mission of the Corporation
- Expertise in the industry the potential nominee would represent on the Board
- Willingness to serve actively on Board Committees and to participate actively in Committee work
- Commitment to being an advocate of excellent notification center operation
- Willingness to work with all stakeholders to improve underground utility damage prevention in Virginia
- Independent judgment, relevant personal and professional experience, and the ability to examine rigorously matters addressed by the Board
The Nominating Committee shall also consider specific experience and skills in:
- Notification call center operations
- Budgeting and finance
- Public education and awareness programs
- Public and group communication skills
- Managerial decision-making at strategic and/or policy levels
The Nominating Committee may also consider additional skills, talents and experience that would enable a Director nominee to be a valuable member of the Board.
DUTIES OF DIRECTORS
Before a Director nominee is proposed to the Board, the Nominating Committee shall provide a copy of the following Duties of Directors to the nominee and receive assurance that he or she, with the concurrence of his or her employer, is willing and able, if elected, to serve as a Director in accordance with those Duties:
- Attend New Board Member orientation at the Operations Center in Roanoke.
- Attend the Annual Meeting of the Corporation, Board meetings, and Board Committee meetings (failure to attend 75% of Board and/or Board Committee meetings may be grounds for removal of the Director by the Board as provided in the By-Laws).
- Prepare for and participate in Board deliberations and decisions and support Board decisions.
- Discharge the duties of a Director in accordance with his or her good faith judgment of the best interests of the Corporation, notwithstanding the effect of Board action on his or her personal interests or the interests of his or her employer.
- Foster a positive and productive relationship with other Board members and damage prevention stakeholders.
- Devote his or her personal and professional skills and experience to support of the Corporation’s mission and the efficient and effective functioning of the Board.
Adopted September 15, 2003
John W. Combs, III, President and Chairman of the Board