Corporate Governance

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Committees

Below is a summary of our committee structure and membership information. To read more about any of the committees, click on committee names in the chart below.

Audit Committee

The Audit Committee's primary function is to assist the Board in monitoring (i) the integrity of the financial statements of the Company, (ii) the independent auditor's qualifications and independence, (iii) the performance of the Company's internal audit function and independent auditors, and (iv) the compliance by the Company with legal and regulatory requirements.

  • The Board has determined that all members of the Audit Committee are (1) “financially literate” within the meaning of the listing standards of the New York Stock Exchange, and (2) "audit committee financial experts" as defined by U.S. Securities and Exchange Commission regulations.
  • The Board also has determined that each of the current members of the Audit Committee is an "independent" director within the meaning of the SEC's regulations, the listing standards of the New York Stock Exchange and the Company's Corporate Governance Guidelines.
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Compensation & Management Development Committee

The Compensation and Management Development Committee has oversight responsibility with respect to executive compensation, and works with management to develop clear relationships between pay levels, business-line financial performance and returns to shareholders, in order to align the Company's compensation structure with its organizational objectives.

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Nominating & Corporate Governance

The Nominating and Corporate Governance Committee makes recommendations as to the organization, size and composition of the Board and the Committees thereof, identifies individuals qualified to become members of the Board, proposes nominees for election to the Board and the Committees thereof, and considers the qualifications, compensation and retirement of Directors. The Committee also develops and recommends to the Board the Company's corporate governance principles. The Nominating and Corporate Governance Committee will consider nominations of persons for election as directors that are submitted by shareholders in writing in accordance with certain requirements set forth in the Company's bylaws.

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Finance, Investment and Risk Management Committee

The Finance, Investment and Risk Management Committee oversees the investment activities, financial management, and risk management of the Company and its subsidiaries. Additionally, the Committee provides a forum for discussion among management and the Board on key financial, investment, and risk management matters of the enterprise.

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Committee Composition