Committee Structure
Committee / Members Responsibilities
COMPENSATION
G. Mason Morfit, Chairperson
Robert A. Ingram
Richard H. Koppes
Lawrence N. Kugelman
Anders Lönner
Norma A. Provencio
- Administration of the Company's annual incentives, equity and long-term incentive plans
- Adoption and review of major compensation plans, including Board compensation
- Approval of compensation for executive officers and certain senior management
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FINANCE AND AUDIT
Norma A. Provencio, Chairperson
Lawrence N. Kugelman
Theo Melas-Kyriazi
Stephen F. Stefano
- Oversee the Company's financial controls and reporting processes
- Select independent auditors and review the scope and timing of the audits
- Review of annual financial statements and audit results
- Review of quarterly financial statements and quarterly earnings releases
- Review internal controls with independent and internal auditors and Company's financial management
- Oversee compliance with the Company's Code of Conduct and conflicts of interest outside jurisdiction of Corporate Governance Committees
- Annually review adequacy of the Committee charters
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CORPORATE GOVERNANCE / NOMINATING
Theo Melas-Kyriazi, Chairperson
Robert A. Ingram
Richard H. Koppes
G. Mason Morfit
Stephen F. Stefano
- Develop and recommend to the Board Corporate Governance Guidelines applicable to the Board and the Company's employees
- Review and recommend changes to the Company's guidelines when appropriate
- Monitor implementation of the guidelines
- Assist in succession planning
- Review possible conflicts of interest of Board members and Company management
- Make recommendations regarding the appropriate size and effectiveness of the Board
- Identify new Director candidates to fill new or vacant positions
- Evaluate incumbent Directors
- Recommend nominees to the Board of Directors for election
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