Board Committees

Management Development & Compensation Committee

  • E.M. Purvis, Chairman
  • K.G. Eddy
  • D. C. Everitt
  • J.S. Quinn
  • J.F.Earl
  • R.M.O'Mara

Audit Committee

  • J. S. Quinn, Chairman
  • P. C. Widman
  • J. F. Earl
  • K. G. Eddy
  • C. I. Haznedar
  • T. M. Laurion

Nominating & Corporate Governance Committee

  • C. I. Haznedar, Chairman
  • D. C. Everitt
  • E. M. Purvis
  • P. C. Widman
  • T. M. Laurion
  • R. M. O'Mara

Number, Structure and Jurisdiction

Currently there are three standing committees of the Board: Audit, Management Development and Compensation, and Nominating and Corporate Governance. The Board may establish other committees from time to time as circumstances dictate.

Appointment and Term Limits

The Nominating and Corporate Governance Committee in consultation with the Chairman will propose Committee and Committee chair assignments and changes thereto from time to time for Board approval, with the aim of matching talents to perceived needs and a stated goal of establishing three year terms for Committee assignments, with the possibility of re-appointment for up to one additional three year term.  The Board recognizes the value of director expertise that provides continuity and develops through longevity in Committee service, but also recognizes that periodic rotation may be appropriate to give directors broad exposure to Committee issues.

Independence

The Audit, Management Development and Compensation, and Nominating and Corporate Governance Committees shall be composed of only members who qualify as “independent” directors under, and at all times meet any other requirements of, applicable law and listing standards.

Charters

Each standing committee shall have a written charter which shall be approved by the Board and state the purpose of such committee.  Committee charters shall be reviewed on a regular basis to reflect the activities of each of the respective committees, changes in applicable law or regulations, and other relevant considerations.  Proposed revisions to each committee charter shall be approved by the full Board.

Meetings

The calling of committee meetings and setting of agendas is within the prerogative of the Chairman of such committee, with the assistance of the Corporate Secretary.

Annual Performance Evaluations

The Audit, Management Development and Compensation, and Nominating and Governance Committees will each conduct an annual performance self-evaluation.