|We consider the maintenance of the goodwill associated with the Hertz brand to be important to the continued success of our businesses. The establishment and maintenance of policies which mandate that our company is governed in a fair and ethical manner is one tool for maintaining that goodwill. Toward that end, we have established corporate governance policies which are intended to ensure that our corporate affairs will be managed in compliance with high ethical standards and the requirements of law and the New York Stock Exchange.|
The Audit Committee
Our Audit Committee has a written charter. Under it, our Audit Committee assists our Board in fulfilling its oversight responsibilities by overseeing and monitoring our accounting, financial and external reporting policies and practices; the integrity of our financial statements; the independence, qualifications and performance of our independent auditor; the performance of our internal audit function; the management information services and operational policies and practices that affect our internal control; our compliance with legal and regulatory requirements and our standards of business conduct and ethics; and the preparation of our Audit Committee's report included in our proxy statements. In discharging its duties, our Audit Committee has the authority to retain independent legal, accounting and other advisors.
Our Board has designated each of the four members of our Audit Committee "audit committee financial experts" and each has been determined to be "financially literate" under NYSE rules.
The Compensation Committee
Our Compensation Committee has a written charter. Under it, our Compensation Committee assists our Board in fulfilling its oversight responsibilities by overseeing our compensation and benefit policies generally; evaluating the performance of our Chief Executive Officer as it relates to all elements of compensation, as well as the performance of our senior management group; approving and recommending to our Board all compensation plans for members of our senior management group; approving the short-term compensation of our senior management group (subject, in the case of our Chief Executive Officer, to the approval of our Board); approving and authorizing grants to our senior management group under our incentive plans; preparing reports on executive compensation required for inclusion in our proxy statements; and reviewing our management succession plan. The Compensation Committee may retain, or receive advice from, any compensation consultant, legal counsel or other advisor of the Committee's choosing, including any such advisor that is not independent. The Compensation Committee is permitted to delegate its responsibilities to subcommittees as it deems appropriate.
The Nominating and Governance Committee
Our Nominating and Governance Committee has a written charter. Under it, our Nominating and Governance Committee assists our Board in fulfilling its oversight responsibilities by assisting the Board in determining the skills and qualities of individuals recommended for membership on our Board; reviewing the composition of our Board and its committees; reviewing and evaluating directors for re-nomination to the Board and reappointment to committees; and reviewing and assessing the adequacy of our corporate governance guidelines and codes of business conduct and ethics. The Nominating and Governance Committee is permitted to delegate its responsibilities to subcommittees as it deems appropriate.
The Executive and Finance Committee
Our Executive and Finance Committee has a written charter. Under it, our Executive and Finance Committee may exercise the full powers and prerogatives of our Board and take any action that could be taken by the Board, subject to specified limitations. In addition, the Executive and Finance Committee assists our Board in its oversight of our financial policies, strategies and capital structure.
Stockholders and other interested parties who wish to contact our directors may send written correspondence to:
Hertz Global Holdings, Inc.
c/o Corporate Secretary
225 Brae Boulevard
Park Ridge, NJ 07656-0713
Communications may be addressed to an individual director, to the non-management directors as a group, or to the Board as a whole and should specify the general topic of the communication.