sixth annual esop u august 15-16, 2013 pinehurst, nc basics of an esop committee jennifer weitzel,...

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Sixth Annual ESOP U August 15-16, 2013 Pinehurst, NC Basics of an ESOP Committee Jennifer Weitzel, Salem Distributing Company Dennis Lofe, Wilson Senior Care Lonnie Peppler-Moyer, Monroe Publishing Caryn McNeill, Smith Anderson 1

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Page 1: Sixth Annual ESOP U August 15-16, 2013 Pinehurst, NC Basics of an ESOP Committee Jennifer Weitzel, Salem Distributing Company Dennis Lofe, Wilson Senior

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Sixth Annual ESOP UAugust 15-16, 2013Pinehurst, NC

Basics of an ESOP Committee

Jennifer Weitzel, Salem Distributing CompanyDennis Lofe, Wilson Senior CareLonnie Peppler-Moyer, Monroe PublishingCaryn McNeill, Smith Anderson

Page 2: Sixth Annual ESOP U August 15-16, 2013 Pinehurst, NC Basics of an ESOP Committee Jennifer Weitzel, Salem Distributing Company Dennis Lofe, Wilson Senior

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Different Goals …

• Oversee administration of the ESOP• Provide fiduciary direction to the ESOP Trustee• Serve as ESOP advocates• Make recommendations to management

about ESOP-related issues• Provide two-way communication between

employee owners and management• Help the company achieve its strategic goals

Page 3: Sixth Annual ESOP U August 15-16, 2013 Pinehurst, NC Basics of an ESOP Committee Jennifer Weitzel, Salem Distributing Company Dennis Lofe, Wilson Senior

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Lead to Different FunctionsFiduciary Functions Non-Fiduciary Functions

Serving as “plan administrator” of the ESOP

Communicating the ESOP and championing employee ownership

Making decisions affecting the ESOP Making recommendations to management about ESOP issues

Advising the ESOP trustee about ESOP issues

Conducting ownership and/or business trainingConducting new employee orientation

Publishing newsletters

Soliciting employee input on policy issues

Page 4: Sixth Annual ESOP U August 15-16, 2013 Pinehurst, NC Basics of an ESOP Committee Jennifer Weitzel, Salem Distributing Company Dennis Lofe, Wilson Senior

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And Yield Different Committees

ESOP Fiduciary Committeesvs.

ESOP Communication Committees

Page 5: Sixth Annual ESOP U August 15-16, 2013 Pinehurst, NC Basics of an ESOP Committee Jennifer Weitzel, Salem Distributing Company Dennis Lofe, Wilson Senior

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Introduction

• What type of committee is your committee?• What are its goals and functions?

Wilson Senior Care"WSC Ambassadors"

Page 6: Sixth Annual ESOP U August 15-16, 2013 Pinehurst, NC Basics of an ESOP Committee Jennifer Weitzel, Salem Distributing Company Dennis Lofe, Wilson Senior

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Introduction

• What type of committee is your committee?• What are its goals and functions?

Salem Distributing Company“ESOP Committee”

Page 7: Sixth Annual ESOP U August 15-16, 2013 Pinehurst, NC Basics of an ESOP Committee Jennifer Weitzel, Salem Distributing Company Dennis Lofe, Wilson Senior

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Introduction

• What types of committees have you got?• What are their goals and functions?

Monroe Publishing“ESOP Advisory Council”

“Administrative Committee”

Page 8: Sixth Annual ESOP U August 15-16, 2013 Pinehurst, NC Basics of an ESOP Committee Jennifer Weitzel, Salem Distributing Company Dennis Lofe, Wilson Senior

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Governance

• Does your committee have a charter or other governing document?

• If so, what kinds of things does it address?• Does it clearly spell out the roles and

responsibilities of committee members?

Page 9: Sixth Annual ESOP U August 15-16, 2013 Pinehurst, NC Basics of an ESOP Committee Jennifer Weitzel, Salem Distributing Company Dennis Lofe, Wilson Senior

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Committee Membership

• How many members does your committee have?

• Who is eligible to serve?• How are they selected?• Is there a limit to how long they can serve?• How do you replace committee members who

leave the company or resign from the committee?

Page 10: Sixth Annual ESOP U August 15-16, 2013 Pinehurst, NC Basics of an ESOP Committee Jennifer Weitzel, Salem Distributing Company Dennis Lofe, Wilson Senior

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Committee Membership, Cont’d

• What sort of time commitment is involved in being a committee member?

• Are committee members compensated?• Do committee members receive training?• Do you have difficulty recruiting committee

members?• Do you have any employee-owners on your

board of directors?

Page 11: Sixth Annual ESOP U August 15-16, 2013 Pinehurst, NC Basics of an ESOP Committee Jennifer Weitzel, Salem Distributing Company Dennis Lofe, Wilson Senior

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Committee Leadership

• Does your committee have its own leaders?• What are their titles?• How are they selected?

Page 12: Sixth Annual ESOP U August 15-16, 2013 Pinehurst, NC Basics of an ESOP Committee Jennifer Weitzel, Salem Distributing Company Dennis Lofe, Wilson Senior

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Meeting Logistics

• How often does your committee meet?• Who provides the administrative support for

your committee?• Do you route a meeting notice and agenda

before the meeting?• Do you take minutes?

Page 13: Sixth Annual ESOP U August 15-16, 2013 Pinehurst, NC Basics of an ESOP Committee Jennifer Weitzel, Salem Distributing Company Dennis Lofe, Wilson Senior

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Structure Generally

• Are there any aspects of how your committee is structured that you are considering changing?

• Do you evaluate the effectiveness of your committee or monitor its impact?

• What one aspect of how an ESOP committee is structured is most important to its ultimate success?

Page 14: Sixth Annual ESOP U August 15-16, 2013 Pinehurst, NC Basics of an ESOP Committee Jennifer Weitzel, Salem Distributing Company Dennis Lofe, Wilson Senior

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Education

• How do you educate employees about the ESOP?– New employee orientation?– ESOP 101?– Other?

• How important is employee education in the activities of your committee? Do all your activities have an educational component?

Page 15: Sixth Annual ESOP U August 15-16, 2013 Pinehurst, NC Basics of an ESOP Committee Jennifer Weitzel, Salem Distributing Company Dennis Lofe, Wilson Senior

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Communication

• Do you do any other communication about the ESOP?– Newsletters?– Other?

Page 16: Sixth Annual ESOP U August 15-16, 2013 Pinehurst, NC Basics of an ESOP Committee Jennifer Weitzel, Salem Distributing Company Dennis Lofe, Wilson Senior

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Celebration

• Do you hold events that celebrate your ESOP and your company’s ownership culture?

Page 17: Sixth Annual ESOP U August 15-16, 2013 Pinehurst, NC Basics of an ESOP Committee Jennifer Weitzel, Salem Distributing Company Dennis Lofe, Wilson Senior

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Engagement

• How do you keep employee owners engaged so that they have an “I’m an owner” mindset?

Page 18: Sixth Annual ESOP U August 15-16, 2013 Pinehurst, NC Basics of an ESOP Committee Jennifer Weitzel, Salem Distributing Company Dennis Lofe, Wilson Senior

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Adding It All Up

• Does your ESOP Committee make a difference in the life of your ESOP company?

• What’s the single most effective thing you do?• What advice would you give to a new ESOP

company just establishing an ESOP committee?

Page 19: Sixth Annual ESOP U August 15-16, 2013 Pinehurst, NC Basics of an ESOP Committee Jennifer Weitzel, Salem Distributing Company Dennis Lofe, Wilson Senior

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Questions & Answers

Lonnie Peppler-MoyerMonroe Publishing Co.20 W. First StreetMonroe, MI 48161Phone: 734-242-1100 x221Email: [email protected]

Jennifer WeitzelSalem Distributing Company5901 Gun Club RoadWinston Salem, NC 27103Phone: 336-201-5398Email: [email protected]

Dennis LofeWilson Senior Care116 Cashua StreetDarlington, South Carolina 29532Phone: 843-395-8977Email: [email protected]

Caryn McNeillSmith, Anderson, Blount, Dorsett, Mitchell & Jernigan, L.L.P.150 Fayetteville Street, Suite 2300Raleigh, NC 27601Phone: 919-821-6746Email: [email protected]