Investor Relations

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AFSI - (NASDAQ)
$14.20   - 0.18
Mar 12, 2010
4:00 PM ET
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Board of Directors Committee Composition

Our board of directors has established an executive committee, a compensation committee and a nominating and corporate governance committee. Our board of directors has also established an audit committee, which is comprised entirely of independent directors.

Chairman of the Board = Chairman of the Board      Chair = Chair     Committee Member = Member   Independent Director = Independent Director
  Audit Compensation Executive Nominating and Corporate Governance
Barry D. Zyskind     Committee Chair for Executive Committee  
Michael Karfunkel Chairman of the Board   Member of Compensation Committee Member of Executive Committee Member of Nominating and Corporate Governance Committee
George Karfunkel     Member of Executive Committee  
Donald T. DeCarlo Member of Audit Committee Committee Chair for Compensation Committee    
Abraham Gulkowitz Committee Chair for Audit Committee     Member of Nominating and Corporate Governance Committee
Jay J. Miller Member of Audit Committee Member of Compensation Committee   Committee Chair for Nominating and Corporate Governance Committee


Audit Committee

The audit committee assists our board of directors in its oversight of:

  • the integrity of our financial statements;

  • the independent auditor's qualifications and independence; and

  • the performance of our independent auditors.

The audit committee also has direct responsibility for the appointment, compensation, retention and oversight of the work of our independent auditors, BDO Seidman, LLP. In addition, approval of the audit committee is required prior to our entering into any related-party transaction.

The members of our audit committee are Mr. Gulkowitz, who is also the chairman of the committee, Mr. DeCarlo and Mr. Miller. Mr. Gulkowitz is our audit committee financial expert.

Compensation Committee

The compensation committee reviews and determines, together with the other directors if directed by the board of directors, the compensation of our executive officers and reviews and approves employment and severance agreements with our executive officers. The compensation committee also administers the issuance of stock options and other awards under our 2005 Equity Incentive Plan and establishes and reviews policies relating to the compensation and benefits of our employees and consultants.

The members of the compensation committee are Mr. DeCarlo, who is also the chairman of the committee, Mr. Miller and Michael Karfunkel. Michael Karfunkel will not participate in any matters relating to Mr. Zyskind's compensation.

Executive Committee

The executive committee's responsibilities include:

  • exercising the authority of the board of directors with respect to matters requiring action between meetings of the board of directors; and

  • deciding issues from time to time delegated by the board of directors.

The members of our executive committee are Mr. Zyskind, who is also the chairman of the committee, George Karfunkel and Michael Karfunkel.

Nominating and Corporate Governance Committee

The nominating and corporate governance committee:

  • identifies and nominates members of the board of directors;

  • develops and recommends to the board of directors a set of corporate governance principles applicable to us; and

  • oversees the evaluation of the board of directors and management.

The members of our nominating and corporate governance committee are Mr. Miller, who is also the chairman of the committee, and Mr. Gulkowitz and Michael Karfunkel.