Distributions & Reports
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Unless otherwise determined by the Board of Directors (the "Board"), the Pension Committee (the "Committee") of General American Investors Company, Inc. (the "Company") shall be comprised of at least three directors, none of whom shall be an "interested person," as defined in Section 2(a)19 of the Investment Company Act of 1940, as amended (the "1940 Act") of the Company.
The purpose of the Committee is to assist the Board in fulfilling its fiduciary and oversight responsibilities for the Company's defined benefit pension plan, General American Investors Company, Inc. Employees' Retirement Plan, and the Company's defined contribution plan, General American Investors Company, Inc. Employees' Thrift Plan, through oversight of the Administrative and Investment Committees.
The Pension Committee shall have the following duties and responsibilities:
The Board shall designate one member of the Pension Committee as its chairperson. The Pension Committee shall meet at least annually at times and places determined by the Pension Committee chairperson, with further meetings to occur, or actions to be taken by unanimous written consent, when deemed necessary or desirable by the Pension Committee or its chairperson. The Pension Committee may directly or indirectly, through the Investment and Administrative Committees, request any officer or employee of the Company or the Company's outside counsel, independent auditors or actuarial consultants to attend a meeting of the Pension Committee or to meet with any members of, or consultants to, the Pension Committee. Members of the Pension Committee may participate in a meeting of the Pension Committee by means of conference call or similar communications equipment by means of which all persons participating in the meeting can hear each other.
The Pension Committee may, in its discretion, delegate all or a portion of its duties and responsibilities to subsidiary committees of the Pension Committee including an Investment Committee and/or an Administrative Committee. The Pension Committee may, in its discretion, delegate to one or more of its members the authority to pre-approve external services to be performed, provided that any such approvals are presented to the Pension Committee at its next scheduled meeting. The Investment and Administrative Committees shall prepare and deliver to the Pension Committee such reports as deemed appropriate in order for the Pension Committee to discharge its oversight responsibilities.
The Committee shall have the resources and authority appropriate to discharge its duties and responsibilities, including the authority to select, retain, terminate, and approve the fees and other retention terms of special counsel or other experts or consultants, as it deems appropriate, without seeking approval of the Board or management.