Committee Composition

Below is a summary of our committee structure and membership information. To read more about any of the committees, click on committee names in the chart below.
Chairperson Chairperson Committee Member Member Financial Expert Financial Expert
 Audit CommitteeCompensation CommitteeNominating and Corporate Governance Committee
Outside Directors
W. Robert Dahl, Jr. Financial Expert Committee Member   
Marjorie W. Dorr Financial Expert Committee Member   
Frank E. Collins    Chairperson
Geoffrey G. Meyers    Committee Member
Thomas P. Gerrity   Committee Member Committee Member
Patrick G. LePore   Committee Member  
Thomas P. Mac Mahon   Chairperson  
Bob Oakley Financial Expert Chairperson   
Inside Directors
Gregory S. Weishar    
Committees

Our board of directors has three standing committees: an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee. The following is a brief description of our committees.

Audit Committee

Our Audit Committee assists the board in fulfilling the oversight responsibilities the board has with respect to (i) the integrity of our financial statements, (ii) our compliance with legal and regulatory requirements; (iii) the qualifications and independence of our independent registered public accounting firm; and (iv) the performance of our independent registered public accounting firm and our internal audit function. The Audit Committee has direct responsibility and the sole authority for the appointment, compensation, retention, termination, replacement and oversight of our independent registered public accounting firm and our independent registered public accounting firm reports directly to the Audit Committee. The Audit Committee is also responsible for preparing an audit committee report as required by the SEC to be included in our company's annual proxy statement, and will review and approve on an on-going basis any related party transactions. The Audit Committee will adopt a policy for the review and pre-approval of all audit and non-audit services to be provided to us by our independent registered public accounting firm. The Audit Committee will establish procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting and auditing matters.

Messrs. Oakley and Dahl and Ms. Dorr are members of our Audit Committee. Mr. Oakley serves as the Chairman of the Audit Committee and he and Mr. Dahl and Ms. Dorr qualify as an audit committee financial expert under the rules of the SEC implementing Section 407 of the Sarbanes-Oxley Act of 2002. Each of the members of our Audit Committee has been determined by our board to meet the independence, experience and financial literacy requirements of the NYSE and the federal securities laws.


Compensation Committee

The purposes of our Compensation Committee are to (i) assist the board in discharging its responsibilities relating to the compensation of our Chief Executive Officer and other executive officers; (ii) administer our equity compensation plans; and (iii) produce an annual report on executive compensation for inclusion in our proxy statement in accordance with applicable rules and regulations.

Our Compensation Committee reviews, recommends and approves policies relating to compensation and benefits for our directors and employees and is responsible for approving the compensation of our Chief Executive Officer and other executive officers. It has authority to retain any compensation consultant to be used to assist in the evaluation of the compensation for directors, the Chief Executive Officer and other senior executives.

Our Compensation Committee also administers the compensation plans of our company. Our Compensation Committee is also responsible for reviewing and recommending for inclusion in our proxy statement the compensation discussion and analysis section required to be included in our annual proxy statement under federal securities laws.

Messrs. Mac Mahon, Gerrity and LePore are members of our Compensation Committee. Mr. Mac Mahon serves as the Chairman of the Compensation Committee. Each of them has been determined by our board to meet the independence requirements of Section 303A.02(a)(ii) of the NYSE and the federal securities laws and qualifies as a non-employee director under SEC Rule 16b-3 and as an "outside director" under Section 162(m) of the Code.

Nominating and Corporate Governance Committee

The purpose of our Nominating and Corporate Governance Committee is to (i) identify individuals qualified to become members of the board (consistent with criteria approved by the board); (ii) select, or to recommend that the board select, the director nominees for the next annual meeting of stockholders and nominees to fill vacancies on the board; (iii) develop and recommend to the board a set of corporate governance guidelines applicable to us; (iv) oversee the evaluation of the board, its committees and management; and (v) oversee, in concert with the Audit Committee, compliance rules, regulations and ethical standards for our directors, officers and employees, including corporate governance issues and practices.

The Nominating and Corporate Governance Committee is also responsible for reviewing at least annually our corporate governance principles and recommending proposed changes to the board. The Nominating and Corporate Governance Committee also reports periodically to the board on succession planning.

Messrs. Collins, Gerrity and Meyers are members of our Nominating and Corporate Governance Committee and each of them has been determined by our board to meet the independence requirements of the NYSE and the federal securities laws. Mr. Collins serves as the chairman of the Nominating and Corporate Governance Committee.



Independence of Directors

Our corporate governance principles provide for director independence standards consistent with those of the NYSE and the federal securities laws. These standards require the board to affirmatively determine that each "independent" director has no material relationship with our company (either directly or as a partner, stockholder or officer of an organization that has a relationship with our company) other than as a director. The board has determined that the following directors are "independent" as required by the NYSE listing standards and our company's Corporate Governance Principles: Messrs. Collins, Dahl, Gerrity, LePore, Mac Mahon, Meyers and Oakley and Ms. Dorr.

All members of the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee are independent directors as defined in the NYSE listing standards and in the standards in our company's corporate governance principles.