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    Board Committees

    Overview & Summary

    • Audit Committee: Five 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

    • Five Independent Directors: Samuel H. Armacost (Chair and Designated "Financial Expert"); Ronald S. Beard; John F. Lundgren; Adebayo O. Ogunlesi; and Anthony S. Thornley.
    • 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 & Management Succession Committee

    • Six Independent Directors: John F. Lundgren, Chair; Samuel H. Armacost; Ronald S. Beard; John C. Cushman, III; and Linda B. Segre.
    • 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 & Corporate Governance Committee

    • Six Independent Directors: Adebayo O. Ogunlesi, Chair; John C. Cushman, III; Ronald S. Beard; Linda B. Segre; and Anthony S. Thornley. 
    • Written Charter.
    • Responsible for identifying and proposing directors.
    • Responsible for governance matters, including director education, performance reviews, etc.
    • Meets as needed.