Committee Charters

Social media sharing Email page PDF view Print view Email Alert

Committee Charting

Byron A. Scordelis Gary P. Martin George M. Marcus Irving F. Lyons III Issie N. Rabinovitch Janice L. Sears Keith R. Guericke Michael J. Schall Robert E. Larson Thomas E. Robinson Willard H. Smith Jr. Committee Description Committee Description Charter Documents Committee Description Charter Documents Committee Description Charter Documents Committee Description
Executive Committee CB CC VCB
The Executive Committee has such authority as is delegated by the Board, including the authority to execute certain contracts and agreements with unaffiliated parties, except that the Executive Committee does not have the power to declare dividends or other distributions on stock, elect directors, issue stock other than in certain limited circumstances, recommend to the stockholders any action which requires stockholder approval, amend the Bylaws, or approve any merger or share exchange which does not require stockholder approval.
Audit Committee CC
The Audit Committee recommends the appointment of an independent registered public accounting firm to audit the financial statements of the Company for the fiscal year for which they are appointed, reviews audit reports and takes such action as may be deemed appropriate with respect to such audit reports. The Audit Committee also monitors the effectiveness of the audit effort, the Company’s financial and accounting organization and its system of internal controls over financial reporting, and it reviews allegations of wrongdoing that involve Company personnel. The Board of Directors has determined that all Audit Committee members have no financial or personal ties to the Company (other than director compensation and equity ownership as described in this proxy statement) and meet the New York Stock Exchange standard for independence. In addition, the Board of Directors has determined that all members of the Audit Committee are financially literate. The Board of Directors has limited the number of audit committees of public companies on which a current member of the Company’s Audit Committee can simultaneously serve to three committees.
Audit Committee Charter
Compensation Committee CC
The Compensation Committee establishes and reviews annually the Company’s general compensation policies applicable to the Company’s executive officers, reviews and approves the level of compensation of the Chief Executive Officer and other executive officers of the Company, reviews and advises the Board concerning the performance of the Chief Executive Officer and other employees whose compensation is within the review jurisdiction of the Compensation Committee, reviews and advises the Board concerning regional and industry-wide compensation practices and trends, and recommends benefit plans from time to time. The Compensation Committee operates under a written charter, which was revised in 2005. All members of the Compensation Committee are independent directors within the meaning of the rules of the New York Stock Exchange.
Charter of the Compensation Committee
Nominating & Corporate Governance Committee CC
The Nominating and Corporate Governance Committee assists the Board of Directors in selecting nominees for election to the Board and monitors the composition of the Board. The Board of Directors has determined that all members of the Nominating and Corporate Governance Committee meet the independence requirements of the rules and regulations of the New York Stock Exchange.
Nominating & Corporate Governance Committee Charter
Pricing Committee CC VCB CC
The Pricing Committee establishes the price at which the Company’s securities will be offered to the public in public offerings of the Company’s securities.
Executive Committee Audit Committee Compensation Committee Nominating & Corporate Governance Committee Pricing Committee
Byron A. Scordelis
Gary P. Martin CC
George M. Marcus CB CC
Irving F. Lyons III CC
Issie N. Rabinovitch
Janice L. Sears CC
Keith R. Guericke VCB CC VCB
Michael J. Schall
Robert E. Larson
Thomas E. Robinson
Willard H. Smith Jr. CC
CB= Chairman Of The Board
CC= Chairperson
VCB= Vice Chairman Of The Board
= Member
*To view the charter documents, click on committee name.