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Board Committees & Charters

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The Board has established various committees to assist in discharging its duties. These include an Audit Committee, a Compensation Committee, a Committee on Directors and Corporate Governance, an Executive Committee, a Finance Committee, a Management Development Committee and a Public Issues and Diversity Review Committee. The Board has adopted a written charter for each of these committees, which you can view by clicking on the committee name below.

The following table describes the primary responsibilities of each committee.

Committee

Primary Responsibilities

Audit

The Audit Committee represents and assists the Board in fulfilling its oversight responsibility relating to the integrity of the Company’s financial statements and the financial reporting process, the systems of internal accounting and financial controls, the internal audit function and the annual independent audit of the Company’s financial statements. The Audit Committee also oversees the Company’s compliance with legal and regulatory requirements, the Independent Auditors’ qualifications and independence, the performance of the Company’s internal audit function and the Independent Auditors, the Company’s ethical compliance programs, including the Company’s Codes of Business Conduct, and the Company’s quality, safety, environmental assurance and information technology security programs. The Committee periodically receives reports on and discusses governance of the Company’s risk management process and reviews significant risks and exposures identified to the Committee (whether financial, operating or otherwise), and management’s steps to address them. In exercising its duties, the Audit Committee acts independently while maintaining free and open communication between the Committee, the Independent Auditors, the internal auditors and management of the Company.

Compensation

The Compensation Committee has overall responsibility for evaluating and approving compensation plans, policies and programs applicable primarily to the Company’s senior executive group, which includes all individuals subject to Section 16 of the Securities Exchange Act of 1934, as amended. The Compensation Committee also makes decisions that affect a larger group of employees. For example, the Compensation Committee approves all stock option awards and all awards of performance share units, restricted stock and restricted stock units to employees. The Compensation Committee has the sole authority to retain and terminate a compensation consultant, as well as to approve the consultant’s fees and other terms of engagement. It also has the authority to obtain advice and assistance from internal or external legal, accounting or other advisors. The Compensation Committee may form and delegate authority to subcommittees, including management subcommittees, when appropriate.

Directors and Corporate Governance

The Committee on Directors and Corporate Governance is responsible for considering and making recommendations concerning Director nominees and the function and needs of the Board and its committees. The Committee on Directors and Corporate Governance also leads the annual review of the Board’s performance and the regular review and development of the Company’s Corporate Governance Guidelines. The Chairman of the Committee on Directors and Corporate Governance is designated as the Presiding Director.

Executive

The Executive Committee has the authority to exercise the power and authority of the Board between meetings, except the powers reserved for the Board or the shareowners by Delaware General Corporation Law. If matters are delegated to the Committee by the Board, the Committee typically acts by written comment in lieu of a meeting.

Finance

The Finance Committee helps the Board fulfill its responsibilities relating to oversight of the Company’s financial affairs, including reviewing and recommending to the Board dividend policy, capital expenditures, debt and other financings, major strategic investments and other transactions. The Finance Committee also oversees the Company’s policies and procedures on hedging, swaps, risk management and other derivative transactions.

Management Development

The Management Development Committee helps the Board fulfill its responsibilities relating to oversight of talent development for senior positions and succession planning.

Public Issues and Diversity Review

The Public Issues and Diversity Review Committee helps the Board fulfill its responsibilities relating to diversity, corporate social responsibility and public issues of significance, which may affect the shareowners, the Company, the business community and the general public.

 
The following table describes the current members of each of the committees. Each member of the Audit, Compensation and Directors and Corporate Governance Committees meets the independence requirements of the NYSE and the Company’s Corporate Governance Guidelines.
 

Name

Audit

Compensation

Directors and Corporate Governance

Executive

Finance

Management Development

Public Issues and Diversity Review

Herbert A. Allen

     

X

X

Chair

 

Ronald W. Allen*

X

X

         

Ana Botín*

   

X

       

Howard G. Buffett*

           

X

Richard M. Daley*

   

X

       

Barry Diller*

   

X

X

Chair

X

 

Helene D. Gayle*

 

X

         

Evan G. Greenberg*

Chair

     

X

   

Alexis M. Herman*

 

X

       

Chair

Muhtar Kent

     

Chair

     

Robert A. Kotick*

         

X

 

Maria Elena Lagomasino*

 

Chair

X

    X  

Sam Nunn*

   

Chair

 

X

 

X

James D. Robinson III*

 

X

X

   

X

 

Peter V. Ueberroth*

X

     

X

   

* Independent Director

As of April 23, 2014