WILLIAMS INDUSTRIES, INCORPORATED
8624 J.D. Reading Drive
Manassas, Virginia 20109
NOTICE OF ANNUAL MEETING TO SHAREHOLDERS
To Be Held November 10, 2001
To the Shareholders of
Williams Industries, Incorporated:
The Annual Meeting of the Shareholders of Williams Industries,
Incorporated will be held at the Ernst Community Center of Northern
Virginia Community College, 8333 Little River Turnpike, Fairfax,
Virginia, (Route 236 at the intersection of Wakefield Chapel Road,
just west of the Intersection of Interstate 495 and Route 236) at
10:00 A.M. on November 10, 2001 for the following purposes:
(1) To elect six directors to serve until the next Annual Meeting
or until their successors are elected and qualified.
(2) To transact such other business as may properly come before the
Annual Meeting and any adjournments thereof.
Only shareholders of record at the close of business on September 21,
2001 are entitled to notice of the Annual Meeting and to vote at the
Annual Meeting. A list of such shareholders of record will be available
at the Company's executive offices for inspection by shareholders for a
period of at least ten days prior to the Annual Meeting. You are urged
to execute the enclosed proxy and return it in the accompanying envelope
at your earliest convenience. Such action will not affect your right to
vote in person should you find it possible to attend the meeting.
By Order of the Board of Directors
/s/ Marianne V. Pastor
Marianne V. Pastor
Secretary
WILLIAMS INDUSTRIES, INCORPORATED
8624 J. D. Reading Drive
Manassas, Virginia 20109
ANNUAL MEETING OF SHAREHOLDERS
To be Held November 10, 2001
PROXY STATEMENT
This proxy statement is furnished in connection with the
solicitation of proxies to be used at the Annual Meeting of Shareholders
of Williams Industries, Incorporated (the "Company"), to be held at the
Ernst Community Center of Northern Virginia Community College, 8333
Little River Turnpike, Fairfax, Virginia, (Route 236 at the intersection
of Wakefield Chapel Road, just west of the intersection of Interstate
495 and Route 236) at 10:00 A.M. on Saturday, November 10, 2001, and at
all adjournments thereof. It is anticipated that this proxy material
will be mailed to shareholders on or about October 10, 2001.
The solicitation of the proxy accompanying this statement is being
made by the management of the Company, and the cost of solicitation will
be borne by the Company. The solicitation may be made by mail, telephone
or oral communication with shareholders. The Annual Report to
Shareholders for the Fiscal Year ended July 31, 2001 accompanies this
proxy statement. Additional copies of the Annual Report may be obtained
by writing to the Secretary of the Company at P.O. Box 1770, Manassas,
Virginia 20108. The financial statements for the period ending July 31,
2001, included in the Annual Report to Shareholders, were audited by
Aronson, Fetridge & Weigle, the Company's current independent certified
public accountants. It is anticipated that representatives of Aronson,
Fetridge & Weigle will be present at the Annual Meeting and will be
given the opportunity to make a statement and respond to questions.
A proxy for use at the Annual Meeting is enclosed. Any shareholder
who executes and delivers such proxy has the right to revoke it at any
time before it is exercised, by filing with the Secretary of the Company
either an instrument revoking it or a duly executed proxy bearing a
later date. In addition, the powers of the proxy holder will be
suspended if the person executing the proxy is present at the meeting
and elects to vote in person.
The only outstanding voting security of the Company is its Common
Stock, $.10 par value, of which there were issued and outstanding
3,601,196 shares on September 19, 2001, which is the record date for the
purpose of determining the shareholders entitled to notice of and to
vote at the Annual Meeting. With the possible exception of the
election of directors, each holder of Common Stock will be entitled to
one vote, in person or by proxy, for each share of Common Stock
outstanding in the shareholder's name on the books of the Company as of
the record date. While the Company's Articles of Incorporation provide
for cumulative voting in an election of directors, the Virginia Code
provides that shares otherwise entitled to vote cumulatively not be
voted cumulatively at a particular meeting unless the meeting notice or
proxy statement states conspicuously that cumulative voting is
authorized; or unless a shareholder gives notice to the secretary of the
corporation not less than 48 hours before the time set for the meeting
of his intent to cumulate his votes during the meeting. Cumulative
voting means that the shareholders are entitled to multiply the number
of votes they are entitled to cast by the number of directors for whom
they are entitled to vote and cast the product for a single candidate or
distribute the product among two or more candidates. If one shareholder
gives his notice, all other shareholders are entitled to cumulate their
vote. The Company does not intend that there be cumulative voting at
the meeting, but in the event cumulative voting should be instituted by
a shareholder, the Company's proxy holders will use their discretion in
voting any unmarked proxies. All marked proxies will be voted for
nominees as directed in the proxy, but marked proxies may not authorize
voting more than one vote per nominee.
PROPOSAL I - ELECTION OF DIRECTORS
Nominees
The Board of Directors has fixed the number of directors to be
elected at the Annual Meeting at six, each to hold office until the next
Annual Meeting and until the director's successor shall be elected and
qualified. The Company has no standing nominating committee; the Board
of Directors chooses management's nominees.
The Company's transfer agent will be appointed to tabulate shares
present, in person or by proxy, and to tabulate votes. Abstentions will
be counted as present at the meeting and will be recorded as
abstentions. They will not be recorded as votes either for or against
the nominees. So long as a quorum (a majority of the outstanding shares)
is present, directors will be elected by plurality vote; i.e., the six
nominees receiving the most votes will be elected. Thus, neither a vote
against nor an abstention will have any effect on the outcome of the
election of directors; only votes for a nominee will have any such
effect. Generally, shares held of record by a broker or other nominee
for the benefit of a beneficial owner may only be voted by that broker
or nominee, and if the broker or nominee does not vote the shares, the
shares will not be tabulated as present or voting at the meeting.
However, as provided by Virginia law, the Company may, but is not
required to, accept the vote of a beneficial owner upon presentation of
evidence acceptable to the Company that the voter is indeed the
beneficial owner of the shares. The following table sets forth
information concerning the nominees:
Nominees
Name Age Position with the Company Elected
Frank E. Williams, III (1) 42 President, Chairman of the 1991
(2) (4) Board, Chief Financial Officer
Frank E. Williams, Jr. (l) (2) 67 None 1970
William C. Howlett (2)(3)(4) 74 None 1986
R. Bentley Offutt (3)(4) 63 None 1994
Stephen N. Ashman (3) 53 None 1998
William J. Sim (3) 56 None 1998
(1) Frank E. Williams, Jr. may be considered a "control person" of the
Company, as the term control is defined by the rules of the Securities
and Exchange Commission. Mr. Williams, III is the son of Mr. Williams,
Jr.
(2) Member of standing Executive Committee. This committee, which acts
on behalf of the Board in situations where Board action is necessary but
not obtainable on short notice and if such action is authorized by
applicable law, met five times during the year and also met as a
"committee of the whole" with other board members present either in
person or by conference call twice during the year.
(3) Member of standing Audit Committee. Mr. Ashman is chairman of this
committee. This committee, which met four times during the past fiscal
year, consults with and recommends the Company's independent auditors
and provides recommendations to the Board concerning the Company's
accounting procedures.
(4) Member of standing Compensation Committee. Mr. Howlett is chairman
of this committee, which met two times during the last fiscal year, sets
the compensation for the President and establishes guidelines, to be
implemented within the President's discretion, for the compensation of
other officers.
The Nominees have had the following principal occupations or employment
for at least the past five years:
Mr. Williams, III has held the position of Chairman of the Board and
President since November 1994. On September 8, 1994, he was elected
Chief Financial Officer. He was elected as a vice president of the
Corporation in 1991. For more than five years prior thereto he was an
officer of various Company subsidiaries and remains an officer and/or
director of several subsidiaries.
Mr. Williams, Jr., until November 1994, was the Chairman of the Board
and President of Williams Industries, Inc. He is a founder and Chairman
of the Williams and Beasley Company; the Chairman of the Board of
Williams Enterprises of Georgia, Inc.; and the principal owner of
Structural Concrete Products, LLC; all organizations that are not
otherwise affiliated with Williams Industries, Inc.
Mr. Howlett is employed by Sugar Oak Corporation, a real estate
management and investment company in the Greater Metropolitan Washington
area and the Midwest. Prior to that time, he was the president of a
local area metals' fabrication firm for 30 years. At one time, Mr.
Howlett was an officer of a company subsidiary.
Mr. Offutt is the founder and president of Offutt Securities, Inc., a
Baltimore investment research firm specializing in high growth companies
with market capitalizations in a range of $60 million to $1 billion. Mr.
Offutt has worked in institutional research for more than 25 years.
Mr. Ashman is a principal with SAS advisors, an area consulting firm.
Prior to its sale in November 1998, he was the president, CEO and a
director of Capital Bank, N.A. He is active in a number of community
organizations and is a board member of five community groups.
Mr. Sim is the Senior Vice President for Power Delivery of Potomac
Electric Power Company (PEPCO) of Washington, D. C., a position he
recently assumed. Prior to that time, he held other upper management
positions with PEPCO from 1977, with the period from 1988 to 1991 being
spent as the President and COO of American Energy and American Recovery
Corporation, a division of Potomac Capital Investment Corporation, a
non-regulated subsidiary of PEPCO. Mr. Sim is also active in a number
of business and civic organizations, as well as being a registered
professional engineer.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE
"FOR" THE ELECTION OF DIRECTORS OF THE NOMINEES NAMED ABOVE
Further Information Concerning the Board of Directors
During the past fiscal year, the Board of Directors held five
regular meetings and three special meetings by conference call. The
majority of the directors attended all of the board meetings during the
fiscal year and at least four directors were present at each meeting or
conference call. Numerous subcommittee meetings, involving individual
directors in different capacities, were also held.
Executive Officers
The executive officers of the Company serve at the discretion of
the Board and presently include: Frank E. Williams, III, Chairman of
the Board, Chief Executive Officer, and Chief Financial Officer.
Compliance with Section 16 of the Securities Exchange Act of 1934,
as amended
Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires the Company's directors and executive officers and holders of
10% or more of the Company's Common Stock to file with the Securities
and Exchange Commission initial reports of ownership and reports of
changes in ownership of equity securities of the Company. The Company
believes that all reports required pursuant to Section 16(a) with
respect to the 2001 fiscal year were timely filed. All reports are
current as of this filing.
Corporate Governance and Other Matters
The Board of Directors selects the nominees for directors. The
Company's bylaws also permit shareholders eligible to vote at the Annual
Meeting to make nominations for directors, through written notice no
later than 60 days prior to the date of the anniversary of the
immediately preceding annual meeting, to the Secretary of the Company.
The bylaws also permit shareholders to propose other business to be
brought before an annual meeting, provided that such proposals are made
pursuant to the same timely notice in writing to the Secretary of the
Company. No such nominations or proposals have been received in
connection with the Annual Meeting.
BENEFICIAL OWNERSHIP OF SHARES
The following table sets forth information regarding ownership, as
of September 19, 2001 of the Common Stock of the Company by: (1) each
person known by the Company to own beneficially more than 5 percent of
the Common Stock; (2) each director; (3) each nominee for director; and
(4) all officers and directors as a group. Except as noted, the persons
listed possess all ownership rights attached to the shares opposite
their name, including the right to vote and dispose of the shares.
Directors:
Beneficial Owner Number of Shares Percentage of Class
Frank E. Williams, Jr. 1,510,730 (l)(4) 40.45% (1)
Frank E. Williams, III 1,006,399 (2)(4) 26.95 (2)
William C. Howlett 41,780 (4) 1.12
R. Bentley Offutt 36,660 (3)(4) 0.98
Stephen N. Ashman 21,160 (4) 0.57
William J. Sim 18,160 (4) 0.49
Officers and Directors as --------- -------
a group (11 persons) 1,690,918 46.25%
(1) Includes 158,705 shares owned by his wife, as to which Mr. Williams,
Jr. disclaims beneficial ownership; 569,546 shares owned or controlled
by the Williams Family Limited Partnership of which the Williams Family
Corporation (of which Mr. Williams, Jr. is the President and controlling
person) is the General Partner; 75,900 shares from the estate of F.
Everett Williams of which Mr. Williams, Jr. is executor; 3,000 shares as
trustee for a minor child; 338,300 shares held by Williams Enterprises
of Georgia, Inc., of which Mr. Williams, Jr. is the controlling person;
and 1,000 shares held by the Williams Family Foundation, a charitable
organization exempt under Section 501(c)(3) of the Internal Revenue code
of 1986. The Foundation's purpose is to use and apply its income and
principal assets exclusively for charitable, scientific, literary, and
educational purposes. Mr. Williams, Jr. is a trustee of the Foundation
and votes the stock. The business address of Mr. Williams, Jr. is 2789-
B Hartland Road, Falls Church, Virginia 22043.
(2) Includes 569,546 shares owned or controlled by the Williams Family
Limited Partnership, duplicative of the shares listed for Mr. Williams,
Jr., but included here because Mr. Williams, III, has a beneficial
interest in these shares; 338,300 shares held by Williams Enterprises of
Georgia and duplicative of those reported for Mr. Williams, Jr. because
Mr. Williams, III, has a beneficial interest in the shares; 304 shares
owned by his wife to which Mr. Williams, III, disclaims beneficial
interest, and 3,000 shares held in trust for his minor child. Mr.
Williams, III, is also a trustee of the Williams Family Foundation.
(3) Includes 25,000 shares owned by his wife, as to which Mr. Offutt
disclaims beneficial ownership.
(4) Includes options granted to directors.
Based on research of records of the Securities and Exchange Commission
and on information from Vickers Stock Research Corporation, the Company
believes that there are no additional holders with more than a five
percent position in the Company's stock at this time.
EXECUTIVE OFFICERS AND DIRECTORS COMPENSATION
General
The following table sets forth the total annual compensation paid or
accrued by the Company to or for the account of Mr. Frank E. Williams,
III, the Company's Chief Executive Officer. Mr. Williams, III, has no
employment contracts, termination of employment or change-in-control
arrangements, pension plans, options (other than those disclosed herein)
or any long term incentive arrangements with the Company. Mr. Williams,
III, as do other eligible employees, participates in the Company's
401(k) plan, which provides for Company contributions.
SUMMARY COMPENSATION TABLE
Annual Compensation
Name and Year Annual Compensation
Principal Position ---------------------------------------------
Salary Other Bonus Long-Term
------------------ ---- -------- -------- -------- ---------
Frank E. 2001 $136,223 $10,490(1) $43,480(5) $10,710(2)
Williams, III 2000 $131,349 $9,290(1) $78,788(3) $12,530(4)
Chief Executive 1999 $125,048 $6,175(1) $56,800(5) $42,630(6)
Officer
(1) Includes car allowance and directors' meeting fees.
(2) Mr. Williams, III, was granted options for 3,500 shares of
Williams Industries' stock at $3.06 per share.
(3) Includes payment, with interest, of bonus money owed by a
subsidiary for 1991 when Mr. Williams, III, was the subsidiary
president.
(4) Mr. Williams, III, was granted options for 3,500 shares of
Williams Industries' stock at $3.58 per share.
(5) Accrued, but unpaid.
(6) Mr. Williams, III, was granted options for 10,000 shares of
Williams Industries' stock at $4.263 per share.
Directors' Fees
The Company's "outside" directors are compensated $650 per month for
serving as directors; $250 per meeting attended in person; $100 per
telephone meeting; $200 per committee meeting attended; and a stock
grant of restricted stock equal to $600 per month to be calculated
monthly using the current share price at the end of the month with the
shares to be accumulated and transferred once a year in January. The
Chairman of the Audit Committee receives an additional stipend of $500
per month and other committee chairs receive $50 per month. Mr.
Williams, III, is considered to be an "insider" and does not receive the
compensation previously noted. All directors are reimbursed traveling
expenses incurred in connection with meetings, with five such meetings
normally being held each year.
Compensation Committee Report
Pursuant to rules adopted by the Securities and Exchange Commission
designed to enhance disclosure of public companies' policies toward
executive compensation, set forth below is a report submitted by the
Company's Compensation Committee (the Committee) addressing the
Company's compensation policies with respect to executive officers.
The Compensation Committee consists of William C. Howlett, Chairman, R.
Bentley Offutt, and Frank E. Williams, III. The Compensation Committee
is responsible for establishing and administering the policies that
govern annual compensation, bonuses, stock options and all other forms
of compensation for corporate executive officers. In November of each
year, salaries are discussed in committee, changes are recommended to
the Board, and voted on by the Board for the forthcoming calendar year.
The Committee structures executive compensation in a manner designed to
provide competitive levels of compensation and to assist the Company in
attracting and retaining qualified executives. Compensation is a direct
result of the company's performance and therefore can be said to be
performance driven. The Committee calculates executive compensation,
including bonuses, with a specific formula based on the Company's
results. Certain thresholds have to be achieved prior to the
authorization for any bonus. The Committee is generally familiar with
executive compensation paid in the Washington, D.C. metropolitan area,
but has not made a detailed comparison of the Company's executive
compensation as compared to other companies in the area or the industry.
The Committee recommends executive compensation to the full Board of
Directors, which considers substantially the same factors as the
Committee in determining whether to approve its recommendations.
/s/ William C. Howlett, Chairman
/s/ R. Bentley Offutt
/s/ Frank E. Williams, III
Compensation Committee Interlocks and Insider Participation
Mr. Williams, III is a director and the Chief Executive Officer of the
Company. Mr. H. Arthur Williams, the president of a Company subsidiary,
is the brother of Mr. Williams, III, and the son of Mr. Frank E.
Williams, Jr., a Company director. The Williams family is considered
to be a "control group" of the Company, as the term control is defined
by the Securities and Exchange Commission.
Certain Transactions
Mr. Williams, Jr., a director of the Company, also owns a controlling or
substantial interest in the outstanding stock of Williams Enterprises of
Georgia, Inc., Williams and Beasley Company, and Structural Concrete
Products, LLC. Each of these entities did business with the Company
during Fiscal 2001. Net billings to these entities were $1,320,000 for
the year ended July 31, 2001. Mr. Williams, Jr. is a former director of
Concrete Structures, Inc. (CSI), a former subsidiary of the Company.
CSI is operating under the supervision of the U.S. Bankruptcy Court for
the Eastern District of Virginia. During the year ended July 31, 2001,
the Company agreed to accept approximately $130,000 as full and final
payment on a note receivable from CSI. Since the note was fully
reserved, this amount was recognized as Other Income during the year.
REPORT OF THE AUDIT COMMITTEE
The Audit Committee of the Board of Directors is composed of three
outside directors. Its primary function is to oversee the Company's
system of internal controls, financial reporting practices and audits to
determine that their quality, integrity and objectivity are sufficient
to protect stockholder interests. Each member of the Committee is an
independent director as defined by the National Association of
Securities Dealers (NASD) rules. The committee has adopted a writer
charter, which has been approved by the Board of Directors, and which is
set forth in Appendix A of this Proxy Statement.
The Audit Committee, either in person or by conference call, met four
times during Fiscal 2001 to review the overall audit scope, plans and
results of the independent auditors, the Company's internal controls,
emerging accounting issues, expenses, and audit fees. The Committee met
separately without management present and with the independent auditors
to discuss the audit. The Committee reviewed the Company's annual
financial statements prior to issuance. Audit Committee findings are
reported to the full Board of Directors.
Aronson, Fetridge & Weigle, the Company's independent auditor for 2001,
is responsible for expressing an opinion on the conformity of the
Company's audited financial statements with generally accepted
accounting principles. The Committee has discussed with Aronson,
Fetridge & Weigle the matters that are required to be discussed by the
Statement on Auditing Standards No. 61 (Communication with Audit
Committees). Aronson, Fetridge & Weigle has provided to the Committee
the written disclosures and the letter required by Independence
Standards Board Standard No. 1 (Independence Discussions with Audit
Committees), and the Committee discussed with Aronson, Fetridge & Weigle
that firm's independence. The Committee is satisfied that Aronson,
Fetridge & Weigle does not currently provide any non-audit services to
the company.
The Audit Committee is satisfied that the internal control system is
adequate and that the Company employs appropriate accounting and
auditing procedures. Based on these considerations, the Committee
recommended to the Board of Directors that the audited financial
statements be included in the Company's Annual Report on Form 10-K for
2001. The foregoing report is provided by the following independent
directors, who constitute the Audit Committee:
/s/ Stephen N. Ashman, Chairman
/s/ William C. Howlett
/s/ William J. Sim
INDEPENDENT AUDITORS
Aronson, Fetridge & Weigle served as the Company's independent
certified public accountants during the year ended July 31, 2001 and
performed the audit for that year. In order to assure that the
Company's audit fees are competitive and consistent with necessary
services, the Company's audit committee reviews proposals from
independent certified public accounting firms, including Aronson,
Fetridge & Weigle, seeking to serve as the Company's independent
auditors. Representatives of Aronson, Fetridge & Weigle, are expected
to be present at the Annual Meeting, will have the opportunity to make a
statement and to respond to appropriate questions from stockholders.
Audit Fees. The aggregate fees to be paid to by Aronson, Fetridge &
Weigle for professional services rendered for the audit of the Company's
annual financial statements for the fiscal year ended July 31, 2001 (the
"2001 fiscal year") and the reviews of the financial statements included
in the Company's Form 10-Q's for the 2001 fiscal year will total
approximately $75,000.
Financial Information Systems Design and Implementation Fees. There
were no fees billed for professional services related to financial
information systems design and implementation by Aronson, Fetridge and
Weigle for the 2001 fiscal year.
All Other Fees. The total aggregate fee that will be billed for
services rendered by Aronson, Fetridge & Weigle, including statutory
audits and other regulatory compliance reporting, will be the $75,000
Audit Fee shown in the prior item in this section.
Prior Auditors. On November 16, 1999, the Company notified Deloitte &
Touche LLP (Deloitte) that it was terminating Deloitte as the Company's
principal independent certifying accountant. Neither of Deloitte's
reports on the Company's financial statements for the past two fiscal
years contained an adverse opinion or disclaimer of opinion, nor was
either of such reports qualified as to uncertainty, audit scope or
accounting principles. The decision to change accountants was
recommended by the Company's Audit Committee and approved by the full
Board of Directors. During the Company's two most recent fiscal years
and the subsequent interim period preceding Deloitte's dismissal, there
were no disagreements between the Company and Deloitte on any matter of
accounting principles or practices, financial statement disclosure, or
auditing scope or procedure, which, if not resolved to Deloitte's
satisfaction, would have caused Deloitte to make a reference to the
subject matter of the disagreements in connection with its reports. The
Company engaged Aronson, Fetridge & Weigle of Rockville, Maryland, on
November 18, 1999 to be its principal independent certifying accountant.
OTHER MATTERS
No business other than that set forth above is expected to come
before the Annual Meeting or any adjournment thereof. Should other
business properly come before the meeting or any adjournment thereof,
the proxy holders will vote upon the same, according to their discretion
and best judgment.
COMMON STOCK PERFORMANCE
The following chart compares the value of $100 invested on August
1, 1996 in the Company's common stock, the Russell 2000 index and a peer
group Index consisting of the common stocks issued by four companies
selected by management. The Russell 2000 index represents a broad
market group which management believes more nearly represents the
Company's market capitalization than the Nasdaq Composite Index in which
the Company participates. The Peer Group was chosen as the nearest
practicable representative peer group of companies that meet Securities
and Exchange Commission requirements. However, management believes
that the Company's mix of products and services over the period
represented was unique in the heavy construction industry, with no other
publicly traded company being truly comparable.
[Chart is not able to be displayed on the EDGAR system]
Year Ended July 31:
1996 1997 1998 1999 2000 2001
------ ------ ------ ------ ------ ------
Williams Industries 100.00 142.00 109.50 93.75 68.75 97.50
Peer Group 100.00 97.86 157.12 157.68 143.31 231.63
Russell 2000 Index 100.00 133.37 136.45 145.05 162.90 157.78
The broad market index chosen was the Russell 2000 Index.
The peer group was made up of the following companies: Granite
Construction Inc.; Meadow Valley Corporation; Perini Corporation; and
Schuff Steel Company.
Source: Media General Financial Services
P.O. Box 85333
Richmond, Virginia 23293
Phone: 804-446-7922
FAX: 804-649-6826
SHAREHOLDER PROPOSALS
Any shareholder of the Company who wishes to present a proposal to be
considered at the next Annual Meeting of Shareholders and who wishes to
have the proposal presented in the Company's Proxy Statement for such
meeting must deliver such proposal in writing to the Company's principal
executive offices not later than June 14, 2002. If the shareholder
does not want the proposal presented in the Company's proxy, the
Company's By-Laws provide that a proposal for consideration at the
annual meeting must be submitted to the Company by written notice at
least sixty days prior to the anniversary date of the preceding meeting
or not later than September 10, 2002.
MISCELLANEOUS
The management of the Company knows of no matters to be presented at the
meeting other than the election of directors. However, if other matters
come before the meeting, it is the intention of the persons named in the
accompanying proxy to vote the proxy in accordance with their judgments
on such matters, and discretionary authority to do so is included in the
proxy.
AT THE WRITTEN REQUEST OF ANY RECORD HOLDER OF THE COMMON STOCK ON
THE RECORD DATE, SEPTEMBER 21, 2001, OR OF ANY BENEFICIAL HOLDER OF SUCH
SHARES ON SUCH DATE WHO MAKES A GOOD FAITH REPRESENTATION THAT SUCH
SHAREHOLDER WAS SUCH A BENEFICIAL HOLDER, THE COMPANY WILL SUPPLY TO
SUCH A SHAREHOLDER A COPY OF THE COMPANY'S FORM 10-K FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION FOR THE FISCAL YEAR ENDED JULY 31,
2001. PLEASE ADDRESS ALL REQUESTS TO WILLIAMS INDUSTRIES, INCORPORATED,
P.O. BOX 1770, MANASSAS, VIRGINIA 20108.
APPENDIX A
CHARTER
WILLIAMS INDUSTRIES, INCORPORATED
AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
I. PURPOSE
The primary function of the Audit Committee is to assist the Board
of Directors in fulfilling its oversight responsibilities by reviewing:
the financial reports and other financial information provided by the
Corporation to any governmental body or the public; the Corporation's
systems of internal controls regarding finance, accounting, legal
compliance and ethics that management and the Board have established;
and the Corporation's auditing, accounting and financial reporting
processes generally. Consistent with this function, the Audit
Committee should encourage continuous improvement of, and should foster
adherence to, the corporation's policies, procedures and practices at
all levels. The Audit Committee's primary duties and responsibilities
are to:
* Serve as an independent and objective party to monitor the
Corporation's financial reporting process and internal control
system.
* Review and appraise the audit efforts of the Corporation's
independent accountants and internal auditors.
* Provide an open avenue of communication among independent
accountants, financial and senior management, the internal
auditors, and the Board of Directors.
The Audit Committee will primarily fulfill these responsibilities by
carrying out the activities enumerated in Section IV of this Charter.
II. COMPOSITION
The Audit Committee shall be comprised of three or more directors
as determined by the Board, each of whom shall be independent directors,
and free from any relationship that, in the opinion of the Board, would
interfere with the exercise of his or her independent judgment as a
member of the Committee. All members of the Committee shall have a
working familiarity with basic finance and accounting practices, and at
least one member of the Committee shall have accounting or related
financial management expertise. Committee members may enhance their
familiarity with finance and accounting by participating in educational
programs conducted by the Corporation or an outside consultant.
The members of the Committee shall be elected by the Board at the
annual organizational meeting of the Board or until their successors
shall be duly elected and qualified. Unless a Chair is elected by the
full Board, the members of the Committee may designate a Chair by
majority vote of the full Committee membership.
III. MEETINGS
The Committee shall meet at least four times annually, or more
frequently as circumstances dictate. As part of its job to foster open
communication, the Committee should meet at least annually with
management, the internal auditors and the independent accountants in
separate executive sessions to discuss any matters that the Committee or
each of these groups believe should be discussed privately. In
addition, the Committee, or at least its Chair, should meet with the
independent accountants and management quarterly to review the
Corporation's financial statements consistent with IV.4. below.
IV. RESPONSIBILITIES AND DUTIES
To fulfill its responsibilities and duties, the Audit Committee
shall:
Documents/Reports Review
1. Review and update this Charter periodically, and at least annually,
as conditions dictate.
2. Review the organization's annual financial statements and any
reports or other financial information submitted to any governmental
body, or the public, including any certification, report, opinion, or
review rendered by the independent accountants.
3. Review the regular internal reports to management prepared by the
internal auditors and management's response.
4. Review, with financial management and the independent accountants,
the 10-Q prior to its filing or prior to the release of earnings. The
Chair of the Committee may represent the entire Committee for purposes
of this review.
Independent Accountants
5. Recommend to the Board of Directors the selection of the independent
accountants, considering independence and effectiveness, and approve the
fees and other compensation to be paid to the independent accountants.
On an annual basis, the Committee shall obtain a formal written
statement, and review and discuss with the accountants all significant
relationships the accountants have with the Corporation to determine the
accountants' independence, recognizing the independent accountants'
ultimate responsibility to the Board of Directors and the Audit
Committee, as representatives of the shareholders. As the shareholders'
representative, the Audit Committee shall have the ultimate authority
and responsibility to select, evaluate, and where appropriate, replace
the independent accountants (or to nominate the outside auditor to be
proposed for shareholder approval in any proxy statement).
6. Review the performance of the independent accountants and approve
any proposed discharge of the independent accountants when circumstances
warrant.
7. Periodically consult with the independent accountants, out of the
presence of management, about internal controls and the fullness and
accuracy of the organization's financial statements.
Financial Reporting Process
8. In consultation with the independent accountants and the internal
auditors, review the integrity of the organization's financial reporting
processes, both internal and external.
9. Consider the independent accountant's judgments about the quality
and appropriateness of the Corporation's accounting principles as
applied in its financial reporting.
10. Consider and approve, if appropriate, major changes to the
Corporation's auditing and accounting principles and practices, as
suggested by the independent accountants, management, or the internal
auditors.
Process Improvement
11. Establish regular and separate systems of reporting to the Audit
Committee by management, 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 such judgments.
12. Following completion of the annual audit, review separately with
management, the independent accountants and the internal auditors, any
significant difficulties encountered during the course of the audit,
including any restrictions on the scope of work or access to required
information.
13. Review any significant disagreement among management and the
independent accountants or the internal auditors in connection with the
preparation of the financial statements.
14. Review with the independent accountants and management the extent to
which changes or improvements in financial or accounting practices, as
approved by the Audit Committee, have been implemented.