Our Board of Directors currently has nine members and has determined that six are independent under NYSE rules. The Board has a standing Audit Committee, a standing Compensation Committee and a standing Nominating and Corporate Governance Committee. We require 100 percent membership independence on our three standing committees.
Lead Independent Director
The primary function of the Audit Committee is to assist the Board of Directors in monitoring (1) the integrity of the financial statements of the Company, (2) the qualifications, performance and independence of
the independent auditor, (3) the performance of the internal auditors, and (4) the Company's compliance with regulatory and legal requirements. The Audit Committee is governed by a written
charter approved by the Board of Directors.
The purpose of the Compensation Committee is to aid the Board of Directors in meeting its responsibilities with regard to oversight and determination of executive compensation. Among other things, the
Compensation Committee reviews, recommends and approves salaries and other compensation of executive officers, administers the Company stock option plans (including reviewing, recommending and approving stock option grants to executive officers),
and administers the Company's Management Incentive Plan. The Compensation Committee is governed by a written charter approved by the Board of Directors.
Nominating and Corporate Governance Committee
The purpose of the Nominating and Corporate Governance Committee ("Nominating Committee") is to aid the Board of Directors in meeting its responsibilities with regard to the organization and operation of
the Board, selection of nominees for election to the Board, and other corporate governance matters. The Nominating Committee is governed by a written charter approved by the Board of