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Governance

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

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

  • Five Independent Directors: Adebayo O. Ogunlesi, Chair; John C. Cushman, III; Ronald S. Beard; Richard L. Rosenfield, 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.