EXHIBIT 99.7
POSITION SPECIFICATION FOR MEMBER OF
BOARD OF DIRECTORS OF
HILLENBRAND INDUSTRIES, INC.
(APPROVED AT SEPTEMBER 14 2006 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, product and technology
development, healthcare, death care or
other low growth industry,
manufacturing, services businesses,
sales and market development,
international operations, international
governance, mergers and acquisitions
related business development, strategic
oversight, government relations,
investor relations, executive leadership
development, public company governance,
and executive compensation design and
processes;
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;
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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;
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;
9. 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;
10. 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
11. 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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