Investor Relations

Governance

Board Committiees

The Board of Directors has the following committees:

Audit Committee

The Audit committee reviews the scope of internal and independent audits; the company's quarterly and annual financial statements and annual report on Form 10-K; the adequacy of management's implementation of internal controls; the company's accounting policies and procedures and significant changes in accounting policies, and the company's business conduct and conflicts of interest policies and practices. In addition, the committee appoints the independent public accountants, subject to shareholder ratification, and reviews their independence and performance and the reasonableness of their fees. The committee also reviews compliance with the company's Code of Conduct and Ethics, major litigation, compliance with environmental standards and the investment performance and funding of the company's retirement plans.

Committee Members

Committee Charter

Corporate Governance and Nominating Committee

The committee identifies individuals qualified to become members of the Board, recommends to the Board director nominees to be presented at the annual meeting of shareholders and nominees to fill vacancies on the Board. The committee considers and makes recommendations concerning director nominees proposed by shareholders. The committee also develops and recommends to the Board corporate governance principles for the company and processes for Board evaluations.

Committee Members

Committee Charter

Management Development and Compensation Committee

This committee reviews and makes recommendations concerning officers' salaries and employee benefits and administers certain of the company's employee benefit and compensation plans, including the company's incentive compensation and stock incentive plans. The committee also evaluates executive succession plans, the quality of management, and leadership and management development.

Committee Members

Committee Charter