Board Committees
Board Committees The Board of Directors has the following committees:
Audit Commitee of the Board of Directors
The Audit committee reviews the scope of internal and independent audits; the company’s quarterly and annual financial statements and annual report on Form 10-K; the adequacy of management’s implementation of internal controls; the company’s accounting policies and procedures and significant changes in accounting policies, and the company’s business conduct and conflicts of interest policies and practices. In addition, the committee appoints the independent public accountants, subject to shareholder ratification, and reviews their independence and performance and the reasonableness of their fees. The committee also reviews compliance with the company’s Code of Conduct and Ethics, major litigation, compliance with environmental standards and the investment performance and funding of the company’s retirement plans.
Committee Members
Kenneth J. Martin, chair
Donald Stebbins, member
James Hardymon, member
Committee Charter
Compensation, Nominating and Governance Committee
The committee identifies individuals qualified to become members of the Board, recommends to the Board director nominees to be presented at the annual meeting of shareholders and nominees to fill vacancies on the Board. The committee considers and makes recommendations concerning director nominees proposed by shareholders. The committee also develops and recommends to the Board corporate governance principles for the company and processes for Board evaluations.
Committee Members
Michael T. Smith, chair
Dr Juergen W. Gromer, member
John Fiedler, member
Committee Charter