Board of Directors

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).

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 Oct. 28, 2020, 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 2019.

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 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’ responsibilities related to public policy matters and corporate governance, 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 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.