Corporate Governance: Committee Composition

Board Committee Memberships

 

Executive Committee
The Executive Committee consists of Messrs. Haley, Raymund and Vareschi, with Mr. Singleton serving as Chairman. It is responsible for overseeing the management of the affairs and business of the Company and has been delegated authority to exercise the powers of the Board, as necessary, during intervals between Board meetings.
Executive Committee Charter

Nominating and Governance Committee
The Committee consists of Messes. Lin and Utter and Messrs. Miles and Tarr, with Mr. Miles serving as Chairman. Effective September 2002, the Nominating Committee changed its name to the Nominating and Governance Committee to more accurately reflect both its traditional and newly-defined responsibilities. It is the responsibility of the Nominating and Governance Committee to review and make recommendations to the Board with respect to the corporate governance policies and practices of the Company and to develop and recommend to the Board a set of corporate governance principles applicable to the Company. It is responsible for identifying and nominating candidates for election or appointment to the Board. The Committee is also responsible for the review, recommendation and approval of compensation arrangements for Directors. The Nominating and Governance Committee operates under a separate charter setting forth its duties and responsibilities, which was adopted by the full Board in September 2002, and amended February 2006.
Nominating and Governance Committee Charter

Audit Committee
The Audit Committee consists of Ms. Lin and Messrs. Raymund and Vareschi, with Mr. Tarr serving as Chairman, and operates under a written charter, which was revised in September 2002. The charter is attached to this proxy statement as Appendix B. The Audit Committee is responsible for: (a) recommending the firm to be appointed as independent accountants to audit the Company's financial statements and to perform services related to the audit; (b) reviewing the scope and results of the audit with the independent accountants; (c) reviewing with the management and the independent accountants the Company's year end operating results; (d) considering the adequacy of the internal accounting and control procedures of the Company; and (e) reviewing the non-audit services to be performed by the independent accountants, if any, and considering the effect of such performance on the accountants' independence.
Audit Committee Charter

Compensation Committee
The Compensation Committee consists of Ms. Utter and Mr. Singleton, with Mr. Way serving as Chairman, all of whom are independent directors according to the current Independence Standards of the New York Stock Exchange. The Compensation Committee is responsible for the review, recommendation and approval of compensation arrangements for executive officers, for the approval of such arrangements for other senior level employees, and for the administration of certain benefit and compensation plans and arrangements of the Company. The Committee operates under a separate charter setting forth its duties and responsibilities, which was adopted by the full board in September 2002.
Compensation Committee Charter