Committee | | Committee Functions |
Nominating and Corporate Governance: Jeffery H. Boyd, Chair Gerard J. Arpey Paula A. Santilli Caryn Seidman-Becker Number of Meetings: 4 | • | Makes recommendations for director nominees |
• | Reviews and monitors the performance and composition of the Board and its committees |
• | Reviews the independence of directors |
• | Develops the Company’s corporate governance practices and procedures and oversees the related risks |
• | Provides oversight and makes recommendations for Company corporate social responsibility and environmental efforts and their alignment with business priorities, including matters such as safety, sustainability initiatives, responsible sourcing, and Company political activity |
• | Oversees communications between directors and shareholders |
• | Reviews and approves related person transactions involving executive officers and directors |
• | Oversees policies and procedures regarding insider trading, to the extent not expressly allocated to other Board committees |
• | Oversees director engagement, education and orientation activities |
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Finance: Ari Bousbib, Chair Gerard J. Arpey Jeffery H. Boyd J. Frank Brown Manuel Kadre Paula A. Santilli Number of Meetings: 4 | • | Oversees the management of the Company’s long-range financial outlook and finance-related risks |
• | Reviews and recommends policies, practices and strategies concerning financial matters, including the Company’s capital structure, investments, use of derivatives, dividends, share repurchases, credit programs, credit ratings, tax strategy, and insurance |
• | Oversees the Company’s annual capital plan, significant capital investments, and strategies with respect to mergers and acquisitions activity |