Board Committees

OVERVIEW AND SUMMARY

• Audit Committee: Four Independent Directors; members satisfy NYSE "financial literacy" and "financial expertise" standards; written charter; controls "non-audit services."
• Compensation and Management Succession Committee: Five Independent Directors; written charter; sets salary and bonus for Executive Officers, including CEO; monitors succession plan for Executive Officers, including CEO.
• Nominating and Corporate Governance Committee: Five Independent Directors; written charter; identifies Director candidates; governance function, including peer review.

Audit Committee

• Four Independent Directors: Samuel H. Armacost (Chair and Designated "Financial Expert"); Ronald S. Beard; John F. Lundgren; and Adebayo O. Ogunlesi.
• All certified by the Board to meet the "financial literacy" and "financial expertise" requirements of the NYSE.
• Written Charter.
• Controls hiring and firing of independent auditors; receives reports from internal audit function; monitors corporate legal compliance practices.
• Audit Committee approves any non-audit services provided by independent auditors.
• Meets at least quarterly.

Compensation and Management Succession Committee

• Five Independent Directors: John C. Cushman, III, Chair; Samuel H. Armacost; Ronald S. Beard; John F. Lundgren; and Richard L. Rosenfield. 
• Written Charter.
• Responsible for setting and administering annual salary and bonus compensation of the Executive Officers, and monitoring the preparation and adequacy of succession plans for Executive Officer positions.
• Meets at least quarterly.  

Nominating and Corporate Governance Committee

• Five Independent Directors: Richard L. Rosenfield, Chair; John C. Cushman, III; Yotaro Kobayashi; Ronald S. Beard; and Adebayo O. Ogunlesi. 
• Written Charter.
• Responsible for identifying and proposing directors.
• Responsible for governance matters, including director education, performance reviews, etc.
• Meets as needed.