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: Six 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
- Six Independent Directors: Adebayo O. Ogunlesi, Chair; John C. Cushman, III; Yotaro Kobayashi; 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.
