Board Committees

Audit Committee

In accordance with its charter, the Audit Committee assists the Board of Directors in its oversight regarding: (1) the integrity of the financial statements of the Company, (2) the independent accountants’ qualifications and independence, (3) the performance of the Company’s internal audit function and independent accountants, (4) the enterprise risk management process and (5) the compliance by the Company with legal and regulatory requirements. The Audit Committee also prepares the Audit Committee Report required by the rules of the Securities and Exchange Commission to be included in the Company’s annual proxy statement.

Committee Members

  • John T. Cahill, Chair
  • Ellen M. Hancock
  • Richard J. Kogan
  • Lorrie M. Norrington
  • Stephen I. Sadove

Finance Committee

In accordance with its charter, the Finance Committee assists the Board of Directors in its oversight of the financial plans, policies, practices and performance of the Company.

Committee Members

  • Ellen M. Hancock, Chair
  • John P. Bilbrey
  • Richard J. Kogan
  • Lorrie M. Norrington

Nominating and Corporate Governance Committee

In accordance with its charter, the Nominating and Corporate Governance Committee recommends to the Board of Directors qualified individuals to become Board members consistent with criteria approved by the Board and develops, recommends to the Board, implements and monitors the Company’s corporate governance guidelines. The Nominating and Corporate Governance Committee also oversees the Board evaluation processes and makes recommendations to the Board regarding director compensation and benefits.

Committee Members

  • Helene D. Gayle, Chair
  • John P. Bilbrey
  • Ellen M. Hancock
  • Michael B. Polk

Personnel and Organization Committee

In accordance with its charter, the Personnel and Organization Committee (the “P&O Committee”) oversees the personnel, compensation and organizational matters of the Company. The P&O Committee also discharges the Board’s responsibilities with respect to compensation of the Company’s executives and prepares an annual report on executive compensation for inclusion in the Company’s annual proxy statement. In February 2009, the P&O Committee adopted a written policy regarding its selection and use of outside compensation consultants.

Committee Members

  • Richard J. Kogan, Chair
  • John T. Cahill
  • Helene D. Gayle
  • Michael B. Polk
  • Stephen I. Sadove