- Committee Structure. There are currently four standing Committees of the Board of Directors: Audit Committee, Compensation Committee, Nominating and Governance Committee and Retirement Committee. From time to time, the Board may designate ad hoc Committees in conformity with the Company's Bylaws. Each standing Committee shall have the authority and responsibilities delineated in the Company's Bylaws, the resolutions creating them and any applicable charter. The Board of Directors shall have the authority to disband any ad hoc or standing Committee when it deems it appropriate to do so, provided that the Company shall at all times have Audit, Compensation and Nominating and Governance Committees and such other Committees as may be required by applicable law or listing standards.
Committees and their Chairpersons shall be appointed by the Board of Directors annually at the Annual Meeting of the Board of Directors, on recommendation of the Nominating and Governance Committee in consultation with the Chairman of the Board. It is the Board's policy that, with the exception of the Retirement Committee, only outside directors shall serve on the standing Committees. The members of the Audit, Compensation and Nominating and Governance Committees shall also meet the independence standards set forth herein, all requirements of applicable law and all applicable listing requirements. Members of the Audit Committee may not simultaneously serve on the audit committees of more than two other public companies. When the Board designates the members of the Committees, the desires of individual Board members and the suggestions of the Chairman of the Board shall be considered. Consideration shall be given to rotating Committee members periodically, but such a rotation will not be mandated since there may be reasons, at a given point in time, to maintain an individual director's Committee membership for a longer or shorter period. Prior to election of directors at the Annual Meeting of Shareholders, the Nominating and Governance Committee and the Chairman of the Board will report to the full Board regarding Committee membership.
- Committee Charters. Each standing Committee shall have a written charter, which shall be approved by the full Board of Directors and state the purpose of such Committee. Committee charters shall be reviewed not less frequently than annually to reflect the activities of each of the respective Committees, changes in applicable law or regulation and other relevant considerations, and proposed revisions to such charters shall be approved by the full Board of Directors.
- Committee Meetings. The Chairpersons of the various Committees, in consultation with their Committee members, shall determine the frequency and length of Committee meetings. The Chairperson of each Committee, in consultation with appropriate Company officers, will establish the agenda for each Committee meeting. Committee members and other directors may suggest the addition of any matter to the agenda for any Committee meeting upon reasonable notice to the Committee Chairperson.
To the extent practicable, information regarding matters to be considered at Committee meetings shall be distributed to Committee members a reasonable period of time before such meetings. Each Committee Chairperson shall designate an individual of his or her choice to act as Secretary at, and to record the minutes of, Committee meetings. The Chairperson of each Committee shall report on the activities of the Committee to the Board of Directors following Committee meetings, and minutes of Committee meetings shall be distributed to all directors for their information.
|
