Smaller Type
Default Size Type
Larger Type
Print This Page
Email This Page

Board Committees & Charters

The Board of Directors has four principal committees, all members of which are independent, non-employee directors. The table below shows the current committee memberships of each director, as well as the number of meetings each corresponding committee held in 2016.

  • Overview
  • Audit & Finance
  • Compensation
  • Governance & Nominating
  • HES/Corporate Resp.
Director Audit and Finance 
Committee
Compensation Committee Corporate Governance and Nominating Committee Health, Environmental, Safety and Corporate Responsibility Committee
Gaurdie E. Banister, Jr. X   X X  
Gregory H. Boyce X X*   X  
Chadwick C. Deaton   X X*  X  
Marcela E. Donadio X   X  
Philip Lader   X*  
Michael E. J. Phelps X*    X X  
Number of Meetings in 2016 of Corresponding Committee 7 4 2  

* Chair

All the members of the Audit and Finance Committee are independent (as independence is defined in Exchange Act Rule 10A-3, as well as the general independence requirements of NYSE Rule 303A.02).


 Audit and Finance Committee Charter

The Audit and Finance Committee has a written charter adopted by the Board of Directors. The Audit and Finance Committee Charter, as amended and restated effective November 1, 2015, is set forth below. The charter requires the committee to reassess and report to the Board on the adequacy of the charter on an annual basis, which the committee did in 2015.

Audit and Finance Committee Charter (24 KB)


 Audit and Finance Committee Policy For Pre-Approval of Audit, Audit-Related, Tax and Permissible Non-Audit Services

This policy is set forth below. Among other things, this policy sets forth the procedure for the committee to pre-approve all audit, audit-related, tax and permissible non-audit services, other than as provided under the de minimus exception. Notwithstanding the de minimus exception, it is the intent of the committee that standard practice will be to pre-approve all permissible non-audit services. The committee delegated pre-approval authority of up to $500,000 to the Audit and Finance Committee Chair for unbudgeted items.

Audit and Finance Committee Policy for Pre-Approval of Audit, Audit Related, Tax and Permissible Non-Audit Services (23 KB)


Audit Committee Financial Expert

Based on the attributes, education and experience requirements set forth in Section 407 of the Sarbanes-Oxley Act of 2002 and associated regulations, the Board of Directors determined that Marcela E. Donadio and Michael E. J. Phelps qualify as an "Audit Committee Financial Expert."

Hiring of Employees or Former Employees of the Independent Auditor

This policy provides that the Company shall not hire any employee or former employee of its independent auditor for a position in a financial reporting oversight role if such employee or former employee was the lead or concurring partner, or any other member of the audit engagement team who provides more than ten hours of audit, review or attest services during the one-year period preceding the date of the initiation of the audit. The policy is set forth below.

Hiring of Employees or Former Employees of the Independent Auditor (10 KB)


Policy for Reporting Business Ethics Concerns

Our Policy for Reporting Business Ethics Concerns establishes procedures for the receipt and treatment of business ethics concerns received by the Company, including those regarding accounting, internal accounting controls, or auditing matters.

Policy for Reporting Business Ethics Concerns

The Compensation Committee is composed solely of directors who satisfy all criteria for independence under applicable law and rules of the New York Stock Exchange and who, in the opinion of the Board of Directors, are free of any relationship that would interfere with their exercise of independent judgment as members of the committee. The Compensation Committee Charter is set forth below.

 Compensation Committee Charter (33 KB)

The Corporate Governance and Nominating Committee is composed solely of independent directors in accordance with the Rules of the New York Stock Exchange. The committee’s primary purpose is to discharge the Board of Directors’ responsibility related to public policy matters, the development and implementation of a set of Corporate Governance Principles, the identification of individuals qualified to become members of the Board of Directors, and the review of the qualifications and make-up of the Board membership. The Corporate Governance and Nominating Committee Charter is set forth below.

 Corporate Governance and Nominating Committee Charter (16 KB)

The Health, Environmental, Safety and Corporate Responsibility Committee assists the Board in identifying and monitoring health, environmental, safety, social and political trends, issues and concerns which affect the Company. Additionally, the committee analyzes the Company''s global reputation and develops recommendations to strategically position the Company to support its business objectives.

 Health, Environmental, Safety and Corporate Responsibility Committee Charter