Board Committees & Charters

The Audit Committee reviews the performance, and recommends to the Board the selection and retention, of the Company’s independent auditors. The Audit Committee reviews with the internal auditors and the independent auditors the overall scope and results of their respective audits, the internal accounting and financial controls and the steps management has taken to monitor and control the Company’s major risk exposure. (See charter)

The Compensation Committee evaluates the performance of the Company’s Chief Executive Officer in consultation with the outside Directors and recommends his compensation to the Board annually; reviews and approves senior management’s compensation; and establishes compensation guidelines for all other officers. The Committee administers the Company’s incentive compensation and stock option plans and develops compensation policies. (See charter)

The Governance Committee sets criteria for Board membership; searches for and screens candidates to fill Board vacancies; recommends appropriate candidates for election each year and, in this regard, evaluates individual Director performance; assesses overall Board performance; considers issues regarding Board composition and size; recommends to the Board the compensation paid to outside Directors; and evaluates the Company’s corporate governance process. (See charter)

The Corporate Responsibility Committee acts in an advisory capacity to the Company’s management with respect to policies and strategies that affect the Company’s role as a socially responsible organization, including, but not limited to, issues pertaining to health and safety, the environment, employee opportunities, consumers and the communities in which the Company does business. (See charter)

The Board also has an Executive Committee and a Finance Committee. The Executive Committee may exercise most Board powers during the period between Board meetings. (See charter)

The Finance Committee acts in an advisory capacity to management and the Board on financial matters, including investments and acquisitions, as may from time to time be referred to it by the Board or management. (See charter)

See our 2008 committee memberships.