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.
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.
