The Chairman of the Board of Directors is Richard D. Parsons. As Chairman, Mr. Parsons has responsibility for overseeing Board-related matters, in consultation with the Chief Executive Officer and Lead Independent Director; presiding at the annual meeting of stockholders; and assisting management as requested by the Board or Chief Executive Officer.

In May 2006, the Board appointed Frank J. Caufield as Lead Independent Director. Under the company's Corporate Governance Policy, the Lead Independent Director has a number of responsibilities, including presiding at executive sessions of the Board, acting as liaison between the Chairman and the other Directors, advising the Chairman of the Board with respect to the schedule, agenda, and information for Board meetings; advising the Chairman with respect to consultants whom the Board may retain, and being available, as appropriate, to communicate with the company's stockholders. A full description of the Lead Independent Director's responsibilities is set forth in the Corporate Governance Policy.

The Board approved the current leadership structure in November 2007, at which time it determined that it was appropriate to separate the Chairman and CEO positions as part of a management transition, while still retaining the Lead Independent Director role to fulfill important responsibilities on behalf of the independent Directors on the Board.

The Board of Directors has three standing committees: the Audit and Finance Committee, the Compensation and Human Development Committee, and the Nominating and Governance Committee. Each committee is composed entirely of independent Directors.

Stephen F. Bollenbach – Chair
Robert C. Clark
Jessica P. Einhorn
Reuben Mark
Deborah C. Wright

Michael A. Miles – Chair
Frank J. Caufield
Mathias Döpfner
Deborah C. Wright

Robert C. Clark – Chair
James L. Barksdale
Frank J. Caufield
Jessica P. Einhorn