Audit Committee

is a standing committee of the Board of Directors. The purpose of this Committee is to assist the Board of Directors in fulfilling its oversight responsibility relating to (i) the integrity of the Company’s financial statements and financial reporting process and the Company’s systems of internal accounting and financial controls; (ii) the performance of the internal audit services functions; (iii) the annual independent audit of the Company’s financial statements, the engagement of the independent auditors and the evaluation of the independent auditors’ qualifications, independence and performance; (iv) the compliance by the Company with legal and regulatory requirements, including the Company’s disclosure controls and procedures; (v) the evaluation of enterprise risk issues; and (vi) the fulfillment of certain other responsibilities more particularly described in the Committee Charter.
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Compensation Committee

is a standing committee of the Board of Directors. The purpose of this Committee is to (i) discharge the responsibility of the Board of Directors relating to the compensation of the Company’s executive officers and certain other employees of the Company, (ii) prepare the report on executive compensation for inclusion in the Company’s annual proxy statement and (iii) fulfill certain other responsibilities more particularly described in the Committee Charter.
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Nominating and Governance Committee

is a standing committee of the Board of Directors. The purpose of this Committee is to discharge the responsibility of the Board of Directors relating to (i) the identification of individuals qualified to become members of the Board of Directors, (ii) the recommendation to the Board of the director nominees for each Annual Meeting of Shareholders, (iii) the consideration and periodic reporting to the Board on all matters relating to the selection, qualification and compensation of members of the Board and candidates nominated to the Board, (iv) the development and recommendation to the Board of a set of corporate governance guidelines applicable to the Company and (v) the review of the overall corporate governance structure of the Company and the recommendation of any proposed changes regarding the Company’s corporate governance practices.
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Health, Safety, Environment and Corporate Responsibility Committee

is a standing committee of the Board of Directors. The purpose of this Committee is to assist the Board of Directors in discharging its responsibilities relating to (i) matters of health, safety and environment arising out of the Company’s activities and operations and their impact on employees, contractors and the communities in which the Company operates, and (ii) current and emerging trends in social, political and public policy issues that may affect the Company, its business and its reputation and that are not in the purview of other standing committees of the Board of Directors.
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