EXHIBIT 99.7
POSITION SPECIFICATION FOR MEMBER OF
BOARD OF DIRECTORS OF
HILLENBRAND INDUSTRIES, INC.
APPROVED AT DECEMBER 2004 BOARD MEETING
POSITION OVERVIEW: Directors are responsible for the overall supervision of
the management of the affairs of the corporation in
accordance with the requirements of Indiana and other
applicable law.
CRITERIA FOR SELECTION: A candidate for director of the corporation should
exhibit the following characteristics and should not
ever (i) have been the subject of a Securities and
Exchange Commission enforcement action in which he or
she consented to the entry of injunctive relief, a cease
and desist order, or a suspension or other limitation on
the ability to serve as a corporate officer or
supervisor, (ii) had any license suspended or revoked
due to misconduct of any type or (iii) violated any
fiduciary duty to the Company or its Code of Ethical
Business Conduct.:
1. Reputation for industry, integrity, honesty,
candor, fairness and discretion;
2. Acknowledged expert in his or her chosen field(s)
of endeavor, which area of expertise should have
some relevance to the corporation's businesses or
operations, such as accounting and finance,
organic business development, strategic oversight,
healthcare, death care or other low growth
industry, manufacturing, service businesses,
international operations, merger and acquisition
related business development, leadership
development, sales and marketing, compensation
design and processes, public company governance
and international governance;
3. Knowledgeable, and or willing and able to become so
quickly, in the critical aspects of the corporation's
businesses and operations in order to make
comprehensive and decisive decisions.;
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4. New directors, excluding existing directors who are
reelected should meet the NYSE independence standards
then in effect; and
5. Experienced and skillful in serving as a competent
overseer of, and trusted advisor to, senior
management of a substantial publicly held
corporation.
RESPONSIBILITIES: Responsibilities of directors include discharging the
following tasks, with the objective of creating short
and long term value for shareholders. Additionally,
directors must be willing to commit substantial amounts
of time to learning the Company and its risks and to
participate actively on the Board. They must be good
listeners, willing to ask probing questions, disagree
with management if necessary, speak their mind and
exercise independent judgment on behalf of all
shareholders
1. Proceedings of the Board and its committees;
2. Oversight responsibility for ensuring that the corporation is effectively
managed in the interests of all shareholders;
3. Selecting, monitoring, evaluating, compensating, and-if necessary,
replacing the President and Chief Executive Officer and other senior
executives, and ensuring adequate management succession;
4. Reviewing and analyzing, in order to approve, policies designed to ensure
that the corporation and its employees act ethically, and compliance with
applicable laws and regulations, auditing and accounting principles, and
the corporation's own governing documents;
5. Selecting director nominees, establishment of the structure and
composition of the Board and its committees, and determination of the
functions of such committees;
6. Reviewing and analyzing, in order to approve, management's strategic and
business plans, including developing a depth of knowledge of the
businesses being served, understanding and questioning the assumptions
upon which such plans are based, and reaching a fully informed and
independent judgment as to the probability that the plans can be realized;
although directors may rely on management and other professional advisors
for the integrity of the information they receive, it is incumbent on them
to satisfy themselves that they are fully informed as to all factors they
consider relevant;
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7. Reviewing and analyzing, in order to approve, the corporation's financial
objectives, plans, and actions, including significant capital allocations
and expenditures;
8. Reviewing and analyzing, in order to approve, material transactions not in
the ordinary course of business;
Monitoring corporate performance against the strategic and business plans,
including overseeing the operating results on a regular basis to evaluate
whether the businesses are being properly managed;;
9. Reviewing, analyzing, in order to approve, and periodically revising, as
appropriate, the corporation's mission statement and the charters of the
Board's various committees; and
10. Performing such other functions as are prescribed by law, or assigned to
the Board in the corporation's governing documents.
PERFORMANCE METRICS: Performance meets expectations when a director
discharges the foregoing responsibilities with
dedication, candor, fairness, integrity, honesty and
discretion.
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APPROVED AT APRIL 2002 BOARD MEETING
POSITION: President and Chief Executive Officer
REPORTS TO: Hillenbrand Industries' Board of Directors
POSITION OVERVIEW: Subject to the control of the Board of Directors,
including the Chairman, the President and Chief
Executive Officer shall be responsible for the active
overall direction and administration of the affairs of
the corporation and management of the day-to-day
operations of the company, including the achievement of
financial performance objectives, development and
implementation of growth and value creation strategies,
governance, compliance and communications initiatives,
leadership development for Hillenbrand Industries, and
the creation of short and long term value for
shareholders.
RESPONSIBILITIES: It is the President and Chief Executive Officer's
responsibility to ethically discharge the following with
dedication, candor, fairness, integrity, honesty and
discretion:
1. ETHICAL BUSINESS CONDUCT
- Assure senior management consistently demonstrates high
standards of ethical conduct
- Assure senior management clearly communicates their
expectations as to acceptable business behavior to company
personnel and regularly confirms employees' understanding and
compliance with Hillenbrand's standards of business conduct,
and policies regarding acceptable conduct, auditing and
accounting principles, and applicable laws and regulations
PERFORMANCE MEETS EXPECTATIONS WHEN:
- Employees understand and demonstrate their personal commitment
to high standards of ethical conduct
- A confidential and independent process is maintained to
facilitate and encourage reporting of
violations of the standards of conduct
- Senior management responds quickly and effectively to
unacceptable behavior
2. FINANCIAL PERFORMANCE
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- Responsible for value creation through the growth of net
income and cash flow
- Assure that the capital structure of the organization is
optimal to achieve shareholder value objectives
- Assure that revenue growth goals are achieved and that
acquisition processes operate effectively
PERFORMANCE MEETS EXPECTATIONS WHEN:
- Targets for shareholder value, cash flow, earnings per share
and revenue growth are established and achieved on a
consistent basis
- Optimal capital structure for organization is established and
maintained
- Acquisitions are properly evaluated, implemented, integrated
and meet financial targets
3. STRATEGY DEVELOPMENT
- Responsible for the maintenance and execution of the strategy
management process for Hillenbrand Industries to assure that
the short and long term strategies of the operating companies
and the corporation are created, agreed upon and achieved
- Responsible for formulating and presenting to the Board for
its consideration and approval the corporation's strategic and
business plans, including financial objectives, major
initiatives and capital allocations and expenditures
- Responsible for formulating and presenting to the Board for
its consideration an appropriate portfolio strategy addressing
the expansion or reconfiguration of the corporation's
businesses
- Establish clear performance standards and expectations for the
execution of the strategy and the achievement of business
plans
- Supervise the implementation of the strategic and business
plans adopted by the Board
PERFORMANCE MEETS EXPECTATIONS WHEN:
- Sufficient information regarding proposed and existing
business strategies, and their short and long term
implications, is provided to the Board, key executives and the
organization
- Business plans are developed, approved by the Board of
Directors and executed by the operating companies
- Acquisitions are completed and integrated into the company
effectively
4. GOVERNANCE AND COMMUNICATIONS
- Coordinate with the Chairman in the development and
preparation of agenda and related materials and information
for board meetings, and perform such other functions as may be
assigned to him or her by the Board. Information provided to
the Board shall include timely disclosure of material and
significant events and circumstances related to, involving or
impacting Hillenbrand Industries.
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- Serve as the corporation's principal spokesperson to
articulate the strategic direction of the organization to
appropriate selected audiences and to address other matters of
interest to the investment community and the public generally
- Communicate business plans and performance achievements on a
consistent and effective basis
PERFORMANCE MEETS EXPECTATIONS WHEN:
- Board meetings are effectively supported by information
required for Board decisions and the Board is timely informed
of material and significant events and circumstances related
to, involving or impacting Hillenbrand Industries
- Communication to appropriate audiences and messages are
defined and completed
- Simplified and effective methods of communicating performance
results are in place and operating effectively
5. LEADERSHIP DEVELOPMENT
- Acquire, develop and retain effective leaders to assure the
achievement of business strategies
- Supervise senior management's administration of the
corporation's operations on a day-to-day basis and assess the
effectiveness of senior management in discharging this task
- Select, monitor, evaluate, and recommend to the Board
compensation levels, and-if necessary-replacement of the
corporation's senior executives, and coordinating with the
Board on the development and implementation of management
succession strategies
- Develop, in conjunction with the Board, a specific set of both
annual and longer-term performance criteria for the office of
President and Chief Executive Officer that will require a high
standard of performance accountability and ethical behavior
and address the legitimate concerns of the corporation's
shareholders, other investors, employees, customers and
neighbors in the communities where the corporation has
manufacturing facilities
PERFORMANCE MEETS EXPECTATIONS WHEN:
- Key positions are filled with "A" players and ready backups
exist for all key positions
- Acquired companies can be staffed, as appropriate, from
current pool of Hillenbrand Industries' executives
- Succession plans exist for the company and are followed to
achieve the development of required talent
- An annual set of clear expectations and performance criteria
for the CEO are agreed upon by the Board
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