Exhibit 99.1
Guidelines for Director Independence
For a director to be deemed "independent," the Board shall affirmatively
determine that the director has no material relationship with GAMCO Investors,
Inc. ("GAMCO") or its affiliates or any member of the senior management of GAMCO
or his or her affiliates. This determination shall be disclosed in the proxy
statement for each annual meeting of GAMCO's shareholders. In making this
determination, the Board shall apply the following standards:
o A director who is an employee, or whose immediate family member is an
executive officer, of GAMCO may not be deemed independent until three
years after the end of such employment relationship. Employment as an
interim Chairman or Chief Executive Officer will not disqualify a
director from being considered independent following that employment.
o A director who receives, or whose immediate family member receives,
more than $100,000 per year in direct compensation from GAMCO, other
than director and committee fees and pension or other forms of
deferred compensation for prior service (provided such compensation is
not contingent in any way on continued service), may not be deemed
independent until three years after he or she ceases to receive more
than $100,000 in compensation. Compensation received by a director for
former service as an interim Chairman or Chief Executive Officer and
compensation received by an immediate family member for service as a
non-executive employee of GAMCO will not be considered in determining
independence under this test.
o A director who is affiliated with or employed by, or whose immediate
family member is affiliated with or employed in a professional
capacity by, a present or former internal or external auditor of GAMCO
may not be deemed independent until three years after the end of the
affiliation or the employment or auditing relationship.
o A director who is employed, or whose immediate family member is
employed, as an executive officer of another company where any of
GAMCO's current executive officers serve on that company's
compensation committee may not be deemed independent until three years
after the end of such service or the employment relationship.
o A director who is an executive officer, general partner or employee,
or whose immediate family member is an executive officer or general
partner, of an entity that makes payments to, or receives payments
from, GAMCO for property or services in an amount which, in any single
fiscal year, exceeds the greater of $1 million or 2% of such other
entity's consolidated gross revenues, may not be deemed independent
until three years after falling below that threshold.
o Further to the provision above that applies to goods and services
generally, a director who is, or whose immediate family member is, an
executive officer, general partner or significant equity holder (i.e.,
in excess of 10%) of an entity that is a paid provider of professional
services to GAMCO, any of its affiliates, any executive officer or any
affiliate of an executive officer, if the payments for such services
exceed $60,000 (but do not exceed the greater of $1 million or 2% of
such other entity's consolidated gross revenues) within the preceding
twelve-month period may not be deemed independent.
o A director who is, or whose immediate family member is, affiliated
with or employed by a tax-exempt entity that receives significant
contributions (i.e., more than 2% of the annual contributions received
by the entity or more than $200,000 in a single fiscal year, whichever
amount is lower) from GAMCO, any of its affiliates, any executive
officer or any affiliate of an executive officer within the preceding
twelve-month period may not be deemed independent, unless the
contribution was approved in advance by the Board of directors.
For purposes of these Guidelines, the terms:
o "affiliate" means any consolidated subsidiary of GAMCO and any other
company or entity that controls, is controlled by or is under common
control with GAMCO, as evidenced by the power to elect a majority of
the board of directors or comparable governing body of such entity;
and
o "immediate family" means spouse, parents, children, siblings, mothers-
and fathers-in-law, sons- and daughters-in-law, brothers- and
sisters-in-law and anyone (other than employees) sharing a person's
home, but excluding any person who is no longer an immediate family
member as a result of legal separation or divorce, or death or
incapacitation.
The Board shall undertake an annual review of the independence of all
non-employee directors. In advance of the meeting at which this review occurs,
each non-employee director shall be asked to provide the Board with full
information regarding the director's business and other relationships with GAMCO
and its affiliates and with senior management and their affiliates to enable the
Board to evaluate the director's independence.
Directors have an affirmative obligation to inform the Board of any material
changes in their circumstances or relationships that may impact their
designation by the Board as "independent." This obligation includes all business
relationships between, on the one hand directors or members of their immediate
family, and, on the other hand, GAMCO and its affiliates or members of senior
management and their affiliates, whether or not such business relationships are
subject to the approval requirement set forth in the foregoing provision.