Board Committees
Our Board maintains five standing committees. Below is a brief overview of each committee and its current membership.
Audit Committee
Responsibilities include:
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Independent Auditor - Engage external auditor, review performance, and approve compensation; review independence and establish policies relating to the hiring of auditor employees; and pre-approve audit and non-audit services;
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Internal Audit - Review plans, staffing, and activities of the internal audit function and its effectiveness;
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Financial Statements - Review financial statements and earnings releases; discuss and review accounting policies and practices and external auditor reviews; and discuss and review the effectiveness of internal controls;
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Risk Management – Monitor the Company’s major financial and other risk exposures, including oversight of the Company’s policies and guidelines with respect to risk assessment and management, information technology and cybersecurity risks; and
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Compliance - Review plans, staffing and activities of the compliance function and its effectiveness; establish and review procedures for complaints, including anonymous complaints regarding accounting, controls and auditing; and review the Company’s Code of Conduct and system for monitoring compliance therewith.
All members of the Audit Committee are independent directors under the Company’s Corporate Governance Guidelines and applicable regulatory and listing standards. The Board has determined that all Audit Committee members are financially literate in accordance with NYSE listing standards and that Michael S. Hanley and Anthony R. Chase are audit committee financial experts within the meaning of applicable Securities and Exchange Commission rules.
Members: Michael Hanley (Chair), Jacques Aigrain, Anthony Chase and Claire Farley
Compensation & Talent Development Committee
Responsibilities include:
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Executive Compensation - Approve the compensation and benefits of executive officers; review executive compensation practices to ensure consistency with corporate objectives; review and approve CEO goals and objectives and evaluate CEO performance; and make recommendations to the Board regarding CEO and executive officer compensation; and
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Company Compensation and Benefits – Review the Company’s compensation philosophy, programs and practices; review and approve pension and benefit arrangements as well as funding of pension and benefit plans; review pay equity for the Company; and make recommendations to the Board on these subjects; and
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Talent Management – Review the Company’s organizational leadership structure and oversee leadership development, talent management, DEI initiatives and succession and continuity planning for the CEO and other executive officers.
All members of the Compensation & Talent Development Committee are independent directors under the Company’s Corporate Governance Guidelines and applicable regulatory and listing standards.
Members: Albert Manifold (Chair), Anthony Chase, Rita Griffin and Virginia Kamsky
Nominating & Governance Committee
Responsibilities include:
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Directors and Director Nominees - Identify and recommend candidates for membership on the Board and recommend committee memberships;
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Director Compensation - Evaluate and recommend director compensation;
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ESG & Corporate Governance - Review the Company’s environmental, social and governance ("ESG") profile and make necessary recommendations; review and propose modifications to the Company’s corporate governance documents and policies; review ESG strategy and ratings; and review and comment on shareholder proposals; and
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Administrative - Coordinate evaluations by committees and the full Board.
All members of the Nominating & Governance Committee are independent directors under the Company’s Corporate Governance Guidelines and applicable regulatory and listing standards.
Members: Claire Farley (Chair), Jacques Aigrain, Lincoln Benet and Robin Buchanan
Health, Safety, Environmental & Sustainability Committee
Responsibilities include:
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HSE - Review and monitor the Company’s health, safety and environmental policies and performance results, including processes to ensure compliance with applicable laws and regulations; review with management environment, health, safety, and product stewardship issues that can have a material impact on the Company; and review the status of related policies, programs and practices;
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Sustainability – Provide oversight of the Company’s sustainability programs, initiatives and activities; review with management relevant sustainability risks and trends; and monitor the Company’s progress on sustainability targets, ambitions and reporting; and
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Audit - Review and approve the scope of the Company’s health, safety and environmental audit program and regularly monitor audit program results; and review and approve the annual budget for the health, safety and environmental audit program.
All members of the HSE&S Committee are independent directors under the Company’s Corporate Governance Guidelines.
Members: Rita Griffin (Chair), Robin Buchanan, Robert Dudley, Virginia Kamsky and Albert Manifold
Finance Committee
Responsibilities include:
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Strategy - Review analyses and provide guidance and advice regarding acquisitions and divestments; and discuss and review the Company’s tax strategies, planning and related structures;
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Capital - Review the Company’s capital structure and capital allocation, including organic and inorganic investments; review and discuss the Company’s dividend policy; and review and discuss share repurchase activities and plans; and
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Securities and Financing - Review and discuss the Company’s debt portfolio, credit facilities, compliance with financial covenants, commodity, interest rate and currency derivative strategies, and proposed securities offerings.
All members of the Finance Committee are independent directors under the Company’s Corporate Governance Guidelines.
Members: Lincoln Benet (Chair), Jacques Aigrain, Robert Dudley and Michael Hanley
