We
urge you to attend the Annual Meeting. Whether or not you plan to attend,
please complete, date and sign the enclosed proxy card and
return
it in the enclosed postage-paid envelope. You may revoke the proxy at any
time before it is voted.
|
GENERAL |
1
|
VOTING PROCEDURES |
1
|
PROPOSAL 1: ELECTION OF DIRECTORS |
2
|
Introduction |
2
|
Information
Regarding Nominees
|
2
|
Independence, Board Meetings and Related Information |
3
|
Committees of the Board of Directors |
4
|
Director Nominations |
5
|
Compensation of Directors |
5
|
Certain Business Relationships and Related Transactions | |
|
|
PROPOSAL 2: APPROVAL OF 2005 EQUITY INCENTIVE PLAN |
7
|
Introduction |
7
|
Description of the 2005 Plan |
7
|
Income Tax Consequences |
9
|
New Plan Benefits |
11
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT |
12
|
COMPENSATION OF EXECUTIVE OFFICERS |
13
|
Summary Compensation Table |
13
|
Option Grants and Exercises in Last Fiscal Year |
14
|
Option Values as of December 31, 2004 |
14
|
Employment Contracts, Termination of Employment and Change-in-Control Arrangements |
15
|
Compensation Committee Interlocks and Insider Participation |
16
|
Compensation Committee Report on Executive Compensation |
16
|
ACCOUNTING MATTERS |
17
|
Audit Committee Report |
17
|
Independent Public Accountants |
18
|
CODE OF BUSINESS CONDUCT AND ETHICS |
19
|
EQUITY COMPENSATION PLAN INFORMATION |
19
|
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934 |
20
|
PERFORMANCE GRAPH |
20
|
OTHER MATTERS |
21
|
Deadline for Shareholder Proposals for 2006 Annual Meeting |
21
|
Expenses of Solicitation |
21
|
Name
of Director
|
Background
Information
|
|
Jeffrey
I. Badgley
|
Mr.
Badgley, 53, has served as Co-Chief Executive Officer of the Company with
William G. Miller since October 2003, as President of the Company since
June 1996 and as a director since January 1996. Mr. Badgley served as
Chief Executive Officer of the Company from November 1997 to October 2003.
In June 1997, he was named Co-Chief Executive Officer of the Company, a
title he shared with Mr. Miller until November 1997. Mr. Badgley served as
Vice President of the Company from 1994 to 1996, and as Chief Operating
Officer of the Company from June 1996 to June 1997. In addition, Mr.
Badgley has served as President of Miller Industries Towing Equipment Inc.
since 1996. Mr. Badgley served as Vice President—Sales of Miller
Industries Towing Equipment Inc. from 1988 to 1996. He previously served
as Vice President—Sales and Marketing of Challenger Wrecker Corporation
(“Challenger Wrecker”), from 1982 until joining Miller Industries Towing
Equipment Inc.
|
Name
of Director
|
Background
Information
|
|
A.
Russell Chandler, III
|
Mr.
Chandler, 59, has served as a director of the Company since April 1994. He
currently serves as Chairman of Datapath, Inc., a company that builds
mobile communications trailers for military application, and is founder
and Chairman of Whitehall Group Ltd., a private investment firm based in
Atlanta, Georgia. Mr. Chandler served as the Mayor of the Olympic Village
for the Atlanta Committee for the Olympic Games from 1990 through August
1996. From 1987 to 1993, he served as Chairman of United Plastic Films,
Inc., a manufacturer and distributor of plastic bags. He founded
Qualicare, Inc., a hospital management company, in 1972 and served as
President and Chief Executive Officer until its sale in 1983.
|
|
Paul
E. Drack
|
Mr.
Drack, 76, has served as a director of the Company since April 1994. Mr.
Drack is also a director of Euramax International, Inc. Mr. Drack retired
in December 1993 as President and Chief Operating Officer of AMAX Inc.,
positions he held since August 1991. From 1985 to 1991, Mr. Drack served
in various capacities for operating subsidiaries of AMAX Inc. including
Chairman, President and Chief Executive Officer of Alumax Inc. and
President of Kawneer Company. He was a director of AMAX Inc. from 1988 to
1993. Prior to its acquisition by Cyprus Minerals in November 1993, AMAX
Inc. was a producer of aluminum and manufactured aluminum products with
interests in domestic energy and gold production.
|
|
William
G. Miller
|
Mr.
Miller, 58, has served as Chairman of the Board since April 1994 and
Co-Chief Executive Officer of the Company since October 2003. From January
2002 to August 2002 Mr. Miller served as the Chief Executive Officer of
Team Sports Entertainment, Inc. Mr. Miller served as Chief Executive
Officer of the Company from April 1994 until June 1997. In June 1997, he
was named Co-Chief Executive Officer, a title he shared with Jeffrey I.
Badgley until November 1997. Mr. Miller also served as President of the
Company from April 1994 to June 1996. He served as Chairman of Miller
Group, Inc., from August 1990 through May 1994, as its President from
August 1990 to March 1993, and as its Chief Executive Officer from March
1993 until May 1994. Prior to 1987, Mr. Miller served in various
management positions for Bendix Corporation, Neptune International
Corporation, Wheelabrator-Frye Inc. and The Signal Companies,
Inc.
|
|
Richard
H. Roberts
|
Mr.
Roberts, 50, has served as a director of the Company since April 1994. Mr.
Roberts served as Senior Vice President, General Counsel and Secretary of
Landair Transport, Inc. from July 1994 to November 2004, and from July
1994 until April 2003, Mr. Roberts served as Senior Vice President,
General Counsel and Secretary of Forward Air Corporation. From May 1995
until May 2002 Mr. Roberts served as a director of Forward Air
Corporation. Mr. Roberts also a held similar position with Landair
Corporation from September 1998 until February 2003. Mr. Roberts was
partner in the law firm of Baker, Worthington, Crossley & Stansberry,
counsel to the Company, from January 1991 to August 1994 and prior thereto
was an associate of the firm.
|
Name
and Address of Beneficial Owner
|
Amount
and Nature of
Beneficial
Ownership(1)
|
Percent
of Class(2)
|
||||||
William
G. Miller
5025
Harrington Road
Alpharetta, GA
30022
|
1,999,713
(3)
|
17.9%
|
||||||
Ashford
Capital Management, Inc.
P.O.
Box 4172
Wilmington, DE
19807
|
1,427,200
(4)
|
12.7%
|
||||||
Scopia
Management Inc.
Scopia
PX LLC
Scopia
Partners LLC
Matthew
Sirovich
Jack
Carlos Mindich
Scopia
International Limited
Meredith
Elson
The
Coast Fund LP
Scopia
Partners QP LLC
|
|
(5) |
887,631
(5)
|
7.9%
|
||||
Jeffrey
I. Badgley
|
101,315
(6)
|
*
|
||||||
Frank
Madonia
|
70,565
(7)
|
*
|
||||||
J.
Vincent Mish
|
46,065
(8)
|
*
|
||||||
A.
Russell Chandler, III
|
124,954
(9)
|
1.1%
|
||||||
Richard
H. Roberts
|
48,694
(10)
|
*
|
||||||
Paul
E. Drack
|
46,294
(10)
|
*
|
||||||
All
Directors and Executive Officers as a Group
(7
persons)
|
2,437,600
(11)
|
21.3%
|
*
|
Less
than one percent.
|
(1)
|
Includes
shares of Common Stock as to which the named person or entity has the
right to acquire beneficial ownership within 60 days of March 31, 2005,
through the exercise of any stock option or other
right.
|
(2)
|
The
percentage of beneficial ownership is based on 11,196,816 shares of Common
Stock outstanding on March 31, 2005, and represents the percentage that
the named person or entity would beneficially own if such person or
entity, and only such person or entity, exercised all options and rights
to acquire shares of Common Stock that are held by such person or entity
and that are exercisable within 60 days of March 31,
2005.
|
(3)
|
As
reported in an amendment to Schedule 13D filed with the SEC on March 21,
2005. Includes 109,288 shares held by the Miller Family Foundation, Inc.,
a Georgia non-profit corporation of which Mr. Miller is the sole director,
2,800 shares held by Mr. Miller’s minor son, and 483,556 shares held by
Harbourside Investments, LLLP (“Harbourside”), a limited liability limited
partnership that is controlled by Mr. Miller as its general partner, and
in which Mr. Miller owns a 1% general partner interest and a 21.72%
limited partner interest. Mr. Miller disclaims beneficial ownership with
respect to the shares held by Harbourside except for a number of shares
equal to 22.72% of the shares held by
Harbourside.
|
(4)
|
As
reported in an amendment to Schedule 13G filed with the SEC on February
28, 2005, by Ashford Capital Management, Inc., a registered investment
adviser. Such shares of Common Stock are held in separate individual
client accounts, two separate limited partnerships and ten commingled
funds.
|
(5)
|
As
reported in an amendment to Schedule 13G filed with the SEC on February
14, 2005, Scopia Management Inc., a registered investment adviser (“Scopia
Management”), Scopia PX LLC (“Scopia PX”), Scopia Partners LLC (“Scopia
Partners”), Matthew Sirovich (“Sirovich”), Jack Carlos Mindich
(“Mindich”), Scopia International Limited (“Scopia International”),
Meredith Elson (“Elson”), The Coast Fund LP (“Coast Fund”), and Scopia
Partners QP LLC (“Scopia QP”) are members of a group with voting and
dispositive power over the shares reported. The address for Scopia
Management, Scopia PX, Scopia Partners, Sirovich, Mindich, Elson, Coast
Fund and Scopia QP is 100 Park Avenue, New York, NY 10017. The address for
Scopia International is c/o Prime Management Limited, Mechanics Building,
12 Church Street, Hamilton HM 11, Bermuda.
|
(6)
|
Includes
78,000 shares which are issuable pursuant to options which are exercisable
within 60 days of March 31, 2005. Does not include shares held by
Harbourside, of which Mr. Badgley is a limited
partner.
|
(7)
|
Includes
46,950 shares which are issuable pursuant to options which are exercisable
within 60 days of March 31, 2005. Does not include shares held by
Harbourside, of which Mr. Madonia is a limited
partner.
|
(8)
|
Includes
30,450 shares which are issuable pursuant to options which are exercisable
within 60 days of March 31, 2005. Does not include shares held by
Harbourside, of which Mr. Mish is a limited
partner.
|
(9)
|
Includes
56,200 shares held by a limited partnership of which Mr. Chandler’s
children are limited partners, and 5,100 shares held in trust for the
benefit of Mr. Chandler’s children. Also includes 32,748 shares which are
issuable pursuant to options which are exercisable within 60 days of March
31, 2005.
|
(10)
|
Includes
32,748 shares which are issuable pursuant to options which are exercisable
within 60 days of March 31, 2005.
|
(11)
|
Includes
253,644 shares which are issuable pursuant to options which are
exercisable within 60 days of March 31,
2005.
|
Annual
Compensation (1)
|
Long-Term
Compensation
|
|||||||||||||||
Awards
|
||||||||||||||||
Name
and Principal Position
|
Year
|
Salary
|
Bonus
($)
|
Securities
Underlying
Options
(#)
|
All
Other
Compensation
($)
|
|||||||||||
William
G. Miller
|
2004
|
$
|
180,007
|
$
|
-
|
-
|
$
|
-
|
||||||||
Chairman
and Co-Chief Executive
|
2003
|
180,000
|
-
|
-
|
-
|
|||||||||||
Officer
(2)
|
2002
|
180,000
|
|
-
|
-
|
|||||||||||
Jeffrey
I. Badgley
|
2004
|
$
|
276,210
|
$
|
-
|
100,000
|
$
|
2,081
|
(5
)
|
|||||||
President
and Co-Chief Executive
|
2003
|
276,210
|
-
|
-
|
2,035
|
(5)
|
||||||||||
Officer
(3)
|
2002
|
276,210
|
45,000
|
(4)
|
-
|
1,496
|
(5)
|
|||||||||
Frank
Madonia
|
2004
|
$
|
196,207
|
$
|
-
|
30,000
|
$
|
1,980
|
(5)
|
|||||||
Executive
Vice President, Secretary
|
2003
|
196,207
|
-
|
-
|
1,980
|
(5)
|
||||||||||
and
General Counsel
|
2002
|
196,207
|
22,000
|
(4)
|
-
|
1,717
|
(5)
|
|||||||||
J.
Vincent Mish
|
2004
|
$
|
176,206
|
$
|
-
|
30,000
|
$
|
1,770
|
(5)
|
|||||||
Executive
Vice President and
|
2003
|
176,206
|
-
|
-
|
1,770
|
(5)
|
||||||||||
Chief
Financial Officer
|
2002
|
176,206
|
22,000
|
(4)
|
-
|
1,628
|
(5)
|
(1)
|
Excludes
perquisites and other personal benefits aggregating less than $50,000 or
10% of the named executive officer’s annual salary and
bonus.
|
(2)
|
Mr.
Miller became the Co-Chief Executive Officer of the Company in October
2003.
|
(3)
|
Mr.
Badgley served as President and Chief Executive Officer of the Company
until October 2003 when he became Co-Chief Executive
Officer.
|
(4)
|
Bonus
awards consist entirely of amounts earned in previous fiscal years which
are paid incrementally to the executive officer in the year noted in
accordance with the Company’s bonus plan.
|
(5)
|
Consists
of a matching contribution made to the executive’s account in the
Company’s 401(k) Plan.
|
Individual
Grants
|
Potential
Realizable Value At
Assumed
Annual Rates Of
Stock
Price Appreciation
For
Option Term (2)
|
||||||||||||
Name
|
Number
of
Shares
Underlying
Options
Granted
(1)
|
Percent
Of Total
Options
Granted
to
Employees In
Fiscal
Year
|
5%
|
10%
|
|||||||||
William
G. Miller
|
-
|
-
|
$
|
-
|
$
|
-
|
|||||||
Jeffrey
I. Badgley
|
100,000
|
55.56
|
%
|
522,611
|
1,324,400
|
||||||||
Frank
Madonia
|
30,000
|
16.67
|
156,783
|
397,320
|
|||||||||
J.
Vincent Mish
|
30,000
|
16.67
|
156,783
|
397,320
|
(1)
|
Each
option is exercisable for one share of common stock. Options were granted
on March 26, 2004, and vest in equal installments over a four-year period
beginning on March 26, 2005. The exercise price of the options was $8.31
per share, the fair market value on the date of
grant.
|
(2)
|
The
“Potential Realizable Value” is disclosed for illustration only pursuant
to SEC regulations that require such disclosure. The values disclosed are
not intended to be, and should not be interpreted as, representations or
projections of the future value of Miller Industries’ common stock or of
the stock price. Amounts are calculated at a 5% and 10% rate of annual
appreciation in the value of the common stock (compounded annually over
the option term of 10 years) and are not intended to forecast actual
expected future appreciation, if any, of the common stock. The potential
value to the optionee is the difference between the exercise price (price
at the date of grant) and the appreciated value of the stock at the end of
10 years (at 5% and 10% growth rates) multiplied by the number of
options.
|
Number of Securities Underlying
Unexercised Options At Fiscal
Year-End (#)
|
Value of Unexercised In-The-Money
Options At Fiscal Year-End ($)
(1)
|
||||||||||||
Name
|
Exercisable
|
Unexercisable
|
Exercisable
|
Unexercisable
|
|||||||||
William
G. Miller
|
-
|
-
|
$
|
-
|
$ | - | |||||||
Jeffrey I. Badgley
|
53,000
|
102,000
|
50,652
|
315,500 | |||||||||
Frank Madonia
|
39,450
|
31,250
|
31,802
|
100,013 | |||||||||
J.
Vincent Mish
|
22,950
|
31,250
|
31,802
|
100,013
|
(1)
|
As
required by the rules of the SEC, the value of unexercised in-the-money
options for the Common Stock is calculated based on the closing sale price
on the NYSE as of December 31, 2004, which was $11.30 per
share.
|
Plan
category
|
Number
of securities
to
be issued upon
exercise
of
outstanding
options,
warrants
and rights
|
Weighted-average
exercise
price of
outstanding
options,
warrants
and rights
|
Number
of securities
remaining
available
for
future issuance
under
equity
compensation
plans
|
|||
Equity
compensation plans approved
by
security holders
|
706,605 (1)
|
$
16.90
(1)
|
See Note (2)
|
|||
Equity
compensation plans not approved
by
security holders
|
98,244 (3)
|
5.08 (3)
|
See Note (4)
|
(1)
|
Includes
only options outstanding under the Company’s 1994 Stock Option Plan. Does
not include shares of common stock issued to non-employee directors under
the Company’s Non-Employee Director Stock Plan, which shares are fully
vested and exercisable upon issuance.
|
(2)
|
The
1994 Stock Option Plan expired in August 2004, therefore no securities are
available for future issuance under this plan. Grants are made annually to
non-employee directors under the Non-Employee Director Stock Plan, and the
number of shares of common stock to be granted to each non-employee
director for a particular year is determined by dividing $25,000 by the
closing price of a share of the Company common stock on the first trading
day of such year. Therefore, the number of securities remaining available
for future issuance under the Non-Employee Director Stock Plan is not
presently determinable.
|
(3)
|
Includes
only options outstanding under the Company’s Non-Employee Director Stock
Option Plan.
|
(4)
|
The
Company’s Non-Employee Director Stock Option Plan was superseded by the
Company’s Non-Employee Director Stock Plan, which was approved by the
Company’s shareholders at the Company’s 2004 annual meeting. Therefore, no
securities are available for future issuance under this
plan.
|
4/30/99
|
4/28/00
|
4/30/01
|
12/31/01
|
12/31/02
|
12/31/03
|
12/31/04
|
|||||||
Miller
Industries, Inc.
|
100
|
68
|
15
|
13
|
13
|
16
|
45
|
||||||
NYSE
Composite Index(1)
|
100
|
102
|
100
|
93
|
75
|
96
|
108
|
||||||
S&P
Construction Index(2)
|
100
|
76
|
73
|
93
|
79
|
134
|
162
|
(1)
|
The
New York Stock Exchange revised the NYSE Composite Index as of December
31, 2002. The change recalibrated the base year
as
December 31, 2002.
|
(2)
|
For
the year ended December 31, 2002, Standard & Poors transferred the
Heavy Duty Trucks and Parts index, the index previously used by the
Company, to the S&P 500 - Construction and Farm Machinery and Heavy
Trucks Index. As a result, the Company has elected to use the S&P 500
- Construction and Farm Machinery and Heavy Trucks index in the above
comparison.
|
1.
|
Election
of Directors:
|
2.
|
Approval
of 2005 Equity Incentive Plan:
|
3.
|
Other
Business:
|
Dated and signed _____________________,
2005.
_
____________________________________
_
____________________________________
(Signature
should agree with the name(s) hereon. Executors,
administrators,
trustees,
guardians and attorneys should so indicate when signing. For
joint
accounts
each owner should sign. Corporations should sign their full
corporate
name by a duly authorized officer.)
|
I.
|
PURPOSE
|
II.
|
COMPOSITION
|
III.
|
MEETINGS
|
IV.
|
RESPONSIBILITIES
AND DUTIES
|
1. |
Review
and update this Charter, at least annually or as conditions
dictate.
|
2. |
Review
the audited financial statements, the Management’s Discussion and Analysis
section and other material financial content of the Company’s annual
report to shareholders and annual report on Form 10-K with management and
the independent accountants prior to publication of the annual report to
shareholders and the filing of the Company’s Form 10-K.
|
3. |
Review
the unaudited financial statements, the Management’s Discussion and
Analysis section and other material financial content of each quarterly
report on Form 10-Q with management and the independent accountants prior
to filing the Form 10-Q. To the extent permissible under New York Stock
Exchange listing standards, the Committee may delegate this review to the
Chair or another member.
|
4. |
Review
earnings press releases and financial information and earnings guidance
provided to analysts and rating agencies prior to the release or
dissemination of such information. In lieu of reviewing each such
disclosure prior to release or dissemination, the Committee may discuss
generally with management the types of information to be disclosed and the
types of presentations to be made, and establish policies or guidelines
for such disclosures. To the extent permissible under New York Stock
Exchange listing standards, the Committee may delegate this review to the
Chair or another member.
|
5. |
As
circumstances dictate and as deemed necessary from time to time, review
periodic internal reports to management prepared by the internal auditors
or the independent accountants and management’s response along with the
status of prior outstanding recommendations.
|
6. |
As
circumstances dictate and as deemed necessary from time to time, review
and approve on an annual basis the Report of the Audit Committee for
inclusion in the Company’s annual proxy
statement.
|
1. |
Appoint
and oversee the activities of the independent accountants, who shall
report directly to the Committee. The Committee shall have sole authority
to determine the compensation to be paid to the independent accountants
for any service. The Committee shall pre-approve all audit and permitted
non-audit services provided to the Company by the independent accountants.
The Committee may establish pre-approval policies and procedures to
approve audit and permitted non-audit services, including by delegating
authority to the Chair or another member, to the extent permitted by
applicable law. The Committee shall be informed of any approvals granted
pursuant to pre-approval policies and procedures at its next meeting
following such approval.
|
2. |
Obtain
and review at least annually a report by the independent accountants
describing the independent accountants’ internal quality-control
procedures; and any material issues raised by the most recent internal
quality-control review, or peer review, of the independent accountants, or
by any inquiry or investigation by governmental or professional
authorities, within the preceding five years, respecting one or more
independent audits carried out by such firm, and any steps taken to deal
with any such issues.
|
3. |
Monitor
the independence of the independent accountants, and oversee compliance
with the prohibitions of applicable law on the provision by the
independent accountants of particular non-audit services. The Committee
shall obtain and review at least annually a formal written statement from
the independent accountants (required under Independence Standards Board
Standard No. 1) delineating all relationships between the independent
accountants and the Company. The Committee shall actively engage in a
dialogue with the independent accountants with respect to any disclosed
relationships or services that may
|
impact
the objectivity and independence of the independent accountants and take
appropriate action in response to the independent accountants’ statement
to satisfy itself of the accountants’ independence.
|
|
4. |
Develop
the Company’s policies with respect to hiring employees or former
employees of the independent accountants.
|
5. |
Review
the performance of the independent accountants at least annually, and
discharge and replace the independent accountants when circumstances
warrant.
|
6. |
Review
objectives, activities, organizational structure, qualifications, staffing
and budget of the internal audit function.
|
7. |
Ratify
the appointment, replacement, reassignment or dismissal of the officer of
the Company with primary responsibility for the internal audit
function.
|
1. |
Consider
reviewing with the independent accountants, the internal auditors and
management the adequacy and effectiveness of the Company’s internal
control over financial reporting, disclosure controls and procedures and
the fullness and accuracy of the Company’s financial statements. The
Committee may consider the quality of presentation of, among other
matters, critical accounting policies, off-balance sheet transactions and
financial measures presented on a basis other than in accordance with
generally accepted accounting principles.
|
2. |
Consider
the independent accountants’ judgments about the quality and
appropriateness of the Company’s accounting principles and underlying
estimates as applied in its financial statements.
|
3. |
In
consultation with the independent accountants, management and the internal
auditors, review any major changes or improvements to the Company’s
financial and accounting principles and practices, internal control over
financial reporting and disclosure controls and
procedures.
|
4. |
Establish
regular and separate systems of reporting to the Committee by the
independent accountants and the internal auditors regarding any
significant judgments made in management’s preparation of the financial
statements and the view of each as to the appropriateness of any such
judgments.
|
5. |
Discuss
with management policies with respect to risk assessment and risk
management, including the Company’s major financial risk exposures and the
steps management has taken to monitor and control such
exposures.
|
6. |
Discuss,
either as a Committee or through its Chair (or designee), with the
independent accountants, the internal auditors and management the results
of the independent accountants’ review of the interim financial
information prior to the Company filing its quarterly Form 10-Q with the
SEC, to the extent required by generally accepted auditing
standards.
|
7. |
Discuss
with the independent accountants and management the scope, planning and
staffing of the annual audit prior to the commencement of the
audit.
|
8. |
Review as
appropriate with the independent accountants all critical accounting
policies and practices to be used in the financial statements; all
alternative treatments within generally accepted accounting principles for
policies and practices related to material items that have been discussed
with management, including the ramifications of the use of such
alternative disclosures and treatments and the treatment preferred by the
independent accountants; and any other material communications between the
independent accountants and management, such as any management letter or
schedule of unadjusted
differences.
|
8. |
After
the annual audit, review with the independent accountants and the internal
auditors the matters required under Statement of Auditing Standards Nos.
61 and 90, any significant difficulties encountered during the course of
the audit, including any restrictions on the scope of work or access to
required information, and any significant disagreements with management.
The Committee shall also review any other significant problems or
difficulties among the independent accountants, the internal auditors and
management related to financial reporting.
|
9. |
Review
and evaluate the Committee’s own performance at least
annually.
|
1.
|
Oversee
the development and maintenance of an appropriate ethics and compliance
program, including a code or codes of ethics and business conduct, and
periodically review the effectiveness of the Company’s
program.
|
2. |
Review
requests for and determine whether to grant or deny waivers of the
Company’s code of ethics applicable to senior financial officers. The
Committee shall also monitor the Company’s activities to enforce
compliance with the code or codes or ethics and business
conduct.
|
3. |
Review
and approve all transactions to which the Company is a party and in which
any Company director and executive officer has a direct or indirect
material interest, apart from in their capacity as director or executive
officer.
|
4. |
Establish
procedures for the receipt, retention and treatment of complaints received
regarding accounting, internal controls or audit matters; and the
confidential, anonymous submission by employees of concerns regarding
questionable accounting or auditing matters.
|
5. |
Perform
any other activities or investigations consistent with this Charter, the
Company’s Charter, the Company’s Bylaws and governing law or as the
Committee or the board determines necessary or
appropriate.
|
MILLER INDUSTRIES, INC | ||
|
|
|
By: | /s/ J. Vincent Mish | |
J. Vincent Mish | ||
Executive Vice President and Chief Financial Officer |