Committees of the Board
The company's Board of Directors has a number of committees that perform certain functions for the Board. Current committees of the Board of Directors include the:
The Executive Committee has the powers and authority of the Board of Directors in the interval between Board of Directors meetings, except to the extent limited by law. The chairman of the Executive Committee is an independent director and is also the lead director for the Board of Directors. View the executive committee charter.
The audit committee, through regular or special meetings with management, the director of internal audit and the company's independent auditor, provides oversight of the quality and integrity of the accounting, auditing and financial reporting practices of the company. This includes the company's compliance with legal and regulatory requirements, and such other duties as the board or the committee chairperson deems appropriate. The board of directors has determined that each member of the audit committee is independent within the meaning of applicable laws and regulations and the listing requirements of the New York Stock Exchange. View the audit committee charter.
The compensation committee has responsibility to: Review and approve the strategy and design of the company's compensation and benefits systems. Make recommendations to the board of directors with respect to incentive compensation and equity-based plans. Review the compensation of the company's directors and chief executive officer. Review and approve salaries and incentive compensation of company officers and certain other positions. And to administer the company's stock option and incentive compensation plans. The board of directors has determined that each member of the compensation committee is independent within the meaning of applicable laws and regulations and the listing requirements of the New York Stock Exchange. View the compensation committee charter.
The Governance and Corporate Responsibility Committee takes a leadership role in shaping the governance of the corporation. The committee provides oversight and direction regarding the functioning and operation of the board, including reviewing and recommending to the board candidates for election as directors. The committee also manages the processes used by the board to evaluate the chief executive officer and provides oversight on senior management succession planning, ethics and business conduct of the company, human resources practices, and environmental and safety issues at the company. The board of directors has determined that each member of the Governance and Corporate Responsibility Committee is independent within the meaning of applicable laws and regulations and the listing requirements of the New York Stock Exchange. View the Governance and Corporate Responsibility Committee charter.
The purpose of the Finance Committee is to monitor and oversee the Company's financial resources and strategies, with emphasis on those issues that are long-term in nature. The Finance Committee reviews and provides guidance to the Board and management regarding major financial policies of the Company, oversees financial matters of importance to the Company, and performs such other duties as directed by the Board of Directors. View the finance committee charter.