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.
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.
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; Richard L. Rosenfield; Linda B. Segre; and Anthony S. Thornley.