POLICY FOR COMMUNICATIONS FROM SHAREHOLDERS
Shareholders may communicate with the Directors of First Trinity Financial Corporation (“FTFC”), either individually or collectively, by writing to the Board of Directors at the address of FTFC’s corporate headquarters. These communications will be reviewed by the office of FTFC’s corporate Secretary as agent for the non-management directors in facilitating direct communication to the Board of Directors.
The Secretary’s office will:
- forward communications containing complaints relating to accounting, internal accounting controls, or auditing matters to the head of the Audit Committees ;
- forward communications containing complaints relating to conduct of employees (except for complaints related to accounting or auditing matters) to the President of the Company, unless such compliant is about the President, in which they shall be forwarded to Chairman of the Board;
- treat shareholder proposals and shareholder nominations and shareholder recommendations for prospective director nominees in the manner described under the heading “Shareholder Proposals and Nominations” (below); and
- disregard communications that are bulk mail, solicitations to purchase products or services, frivolous (i.e., not directly related either to FTFC or to the non-management directors’ roles as members of the Board), sent other than by shareholders in their capacities as such, from particular authors or regarding particular subjects that the non-management directors may specify from time to time, and all other communications that do not meet the applicable requirements or criteria described below, consistent with the instructions of the non-management directors.
The Secretary’s office will summarize shareholder communications directly relating to FTFC’s business operations, it’s Board, its executive officers, its activities or other matters and opportunities closely related to FTFC. This summary and copies of the actual shareholder communications will then be circulated to the Chair of FTFC’s Nominating and Governance Committee on a monthly basis. A summary of shareholder communications will also be provided at each meeting of the Nominating and Governance Committee.
Shareholder Proposals and Nominations
Shareholder proposals are reviewed by the Secretary’s office for compliance with the requirements for such proposals set forth in FTFC’s Bylaws and Rule 14a of the Securities Exchange Act of 1934 and as described in FTFC’s proxy statement. Shareholder proposals that meet these requirements will be summarized by the Secretary’s office. Summaries and copies of the shareholder proposals are circulated to the Chair of FTFC’s Nominating and Governance Committee.
Shareholder nominations for directors are reviewed by the Secretary’s office for compliance with the requirements for such nominations that are set forth in FTFC’s Bylaws and as described in FTFC’s proxy statement. Shareholder nominations that meet these requirements are summarized by the Secretary’s office. Summaries and copies of the nominations are circulated to the Chair of FTFC’s Nominating and Governance Committee. Shareholder recommendations for prospective director nominees are subject to the same timing and notice requirements as shareholder nominations.