Board Committees

Number of Committees

The Board has three standing committees:  Audit and Finance; Compensation and Human Development; and Nominating and Governance.  The Board may create additional committees as it deems appropriate; and the Board or committees may create subcommittees as they deem appropriate.

Committee Purpose and Responsibilities

The purpose and responsibilities of each committee are set forth in the Corporation’s By-laws, charters, or Board resolutions pertaining to such committees.  Each committee will evaluate its performance and charter at least annually.  Any changes to those charters must be approved by the full Board.  Each committee chairman (or designee) shall report on the committee’s deliberations to the full Board of Directors.

Committee Membership

The Nominating and Governance Committee will, after consultation with the Chairman and CEO (and others as the Committee may see fit), recommend committee assignments (including chairmanships) for each committee to the Board for its approval.

Only independent directors (as determined by the Board of Directors) may serve on the Audit and Finance Committee, the Compensation and Human Development Committee, or the Nominating and Governance Committee.  In addition, committee members shall meet applicable requirements set forth by regulatory entities, including the New York Stock Exchange, Securities and Exchange Commission, and Internal Revenue Service. The chairmanships and memberships of committees shall be rotated periodically.

Committee Meetings, Schedules and Agendas

Each committee will determine the schedule for its meetings with the input of management.  Committee chairmen will determine the agendas for the committee meetings, taking into account the recommendations of management.   Committee members are encouraged to suggest items for agendas.