Corporate Governance

Governance at a Glance

Board Members Audit 1 Corporate Governance Human Resources and Compensation Finance & Planning

Alan Carr

Steven Panagos

Chairman of the Board Financial Expert
  1. Each member of the Audit Committee has been determined by the Board to be "financially literate," as defined by the NYSE and SEC.

Audit Committee

This committee selects and retains the independent auditors for the annual audit of the Company's consolidated financial statements. The committee also reviews the independent auditors' audit strategy and plan, scope, fees, audit results, performance, independence and approves audit fees and non-audit services provided by, and fees paid to, the independent auditors; internal audit reports on the adequacy of internal controls; the Company's ethics program; status of significant legal matters; the scope of the internal auditors' plans and budget and results of their audits; and the effectiveness of the Company's program for correcting audit findings. The committee also participates in the certification process relating to the filing of certain periodic reports pursuant to the Securities Exchange Act of 1934, as amended.

Corporate Governance Committee

This committee considers matters of corporate governance and reviews developments in the governance area as they affect relations between the Company and its stockholders. It also develops and recommends to the Board corporate governance principles and practices for the Company, makes recommendations to the Board with respect to the size, composition, organization, responsibilities and functions of the Board and its directors, the qualifications of directors, candidates for election as directors and the compensation of directors. The committee also makes recommendations to the Board regarding annual independence determinations and the annual performance self-assessment of the Board.

Human Resources and Compensation Committee

This committee reviews and administers the Company's annual and long-term incentive compensation plans, makes recommendations in areas concerning personnel relations, and takes action with respect to the compensation of Company senior executive officers including the CEO. The committee also performs periodic reviews of succession plans for key Company executives, including the CEO. The committee reviews the annual financial condition and investment performance results of the Company's retirement and welfare plans, including the annual actuarial valuation reports applicable to such plans. It is also the committee that oversees the administration and operation of certain of the Company's retirement and welfare plans.

Finance & Planning Committee

This committee is responsible for reviewing the Company's financial policies, strategies and capital structure.

Alan Carr

Steven Panagos

Board of Directors

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Board Committees

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Governance Documents

Guidelines, Charters, and other Governance-related documents

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