Board Committees

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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.

Chairperson Chairperson Committee Member Member Committee Member Lead Independent Director Financial Expert Financial Expert
Audit Committee Compensation Committee Nominating and Corporate Governance Committee
Independent Directors
Michael G. Jesselson  Lead Director Committee Member Committee Member Committee Member
Thomas R. Ketteler Financial Expert Committee Member Committee Member Committee Member
Cary  D. McMillan Financial Expert Committee Member Chairperson Committee Member
Janice E. Page  Committee Member Committee Member Chairperson
David M. Sable    
Noel J. Spiegel Financial Expert Chairperson Committee Member Committee Member

Audit Committee

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.

Compensation Committee

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 Directors.