Board Committees

Overview and 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: Six 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: Russell L. Fleischer (Chair and Designated "Financial Expert"); Samuel H. Armacost; 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 and Management Succession Committee

  • Six Independent Directors: Linda B. Segre (Chair); Samuel H. Armacost; Scott H. Baxter; John C. Cushman, III; Laura J. Flanagan and John F. Lundgren.
  • 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 and Corporate Governance Committee

  • Five Independent Directors: Adebayo O. Ogunlesi (Chair); John C. Cushman, III; John F. Lundgren; Linda B. Segre; 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.
 
Audit Committee Compensation and Management Succession Committee Nominating and Corporate Governance Committee
Samuel H. Armacost Audit Committee Compensation and Management Succession Committee
Scott H. Baxter Compensation and Management Succession Committee
John C. Cushman, III Compensation and Management Succession Committee Nominating and Corporate Governance Committee
Laura J. Flanagan Compensation and Management Succession Committee
Russell L. Fleischer Audit Committee
John F. Lundgren Audit Committee Compensation and Management Succession Committee Nominating and Corporate Governance Committee
Adebayo O. Ogunlesi Audit Committee Nominating and Corporate Governance Committee
Linda B. Segre Compensation and Management Succession Committee Nominating and Corporate Governance Committee
Anthony S. Thornley Audit Committee Nominating and Corporate Governance Committee
= Chairperson = Member = Chairman of the Board