Board Committees
Our Board maintains six standing committees. Below is a brief overview of each committee and its current membership.
Audit Committee
Responsibilities include:
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Administrative - Perform an annual self-assessment;
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Independent Auditor - Engage external auditor and approve compensation; review independence and establish policies relating to hiring of former external auditor employees; and pre-approve audit services;
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Internal Audit - Review plans, staffing and activities as well as 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 effectiveness of controls; and
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Compliance - Review plans, staffing and function of the Company’s Compliance function; establish and review procedures for complaints, including anonymous complaints regarding accounting, controls and auditing; and review the Company’s Code of Conduct and systems for monitoring compliance with the Code of Conduct.
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 two members of the Audit Committee, Bruce A. Smith and Bella D. Goren, are audit committee financial experts within the meaning of applicable Securities and Exchange Commission rules.
Members: Bruce A. Smith (Chair), Jagjeet S. Bindra, Claire Farley, Bella D. Goren and Michael S. Hanley
Compensation Committee
Responsibilities include:
- Administrative - Perform an annual self-evaluation;
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Executive Compensation - Approve compensation and benefits of executive officers; review executive compensation practices to ensure consistency with corporate objectives; review and approve goals and objectives of CEO compensation and evaluate CEO performance; and make recommendations regarding executive officers’ compensation; and
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Company Compensation Benefits - Establish and review compensation philosophy, programs and practices and review and approve pension and benefit arrangements as well as funding of pension and benefit plans.
All members of the Compensation Committee are independent directors under the Company’s Corporate Governance Guidelines and applicable regulatory and listing standards.
Members: Nance K. Dicciani (Chair), Robin Buchanan and Bella D. Goren.
Nominating & Governance Committee
Responsibilities include:
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Administrative - Perform an annual self-assessment and coordinate evaluations by other committees and the full Board;
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Directors and Director Nominees - Identify and recommend candidates for membership on the Board and recommend committee memberships;
- Director Compensation - Recommend Board compensation; and
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Corporate Governance - Review the Company’s governance profile and make recommendations; review and propose modifications to the Company’s governance documents and policies; and review and comment on shareholder proposals.
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, Robin Buchanan and Rudy van der Meer
Health, Safety, Environmental & Operations Committee
Responsibilities include:
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Administrative - Perform an annual self-evaluation;
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HSE Performance - Review and monitor the Company’s health, safety and environmental performance results; provide oversight of the programs, initiatives and activities in the areas of technology and sustainability; review the status of our environment, health, safety, product stewardship and other sustainability policies, programs and practices;
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Environmental Audit - Review and approve the scope of the health, safety and environmental audit program and regularly monitor program results; review and approve the annual budget for the health, safety and environmental audit program;
- Operational Performance - Assess the Company’s operational performance; review the scope of the Company’s operational excellence auditor program and monitor program results; review and monitor progress on and results for major capital projects such as turnarounds, debottlenecking and construction; and
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Reporting - Report periodically to the Board on health, safety, environmental and technology matters affecting the Company.
All members of the HSE&O Committee are independent directors under the Company’s Corporate Governance Guidelines.
Members: Jagjeet S. Bindra (Chairman), Steve Cooper, Michael S. Hanley and Rudy van der Meer
Finance Committee
Responsibilities include:
- Administrative - Perform an annual self-evaluation.
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Strategy - Review analyses and provide guidance and advice regarding acquisitions and divestments; 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 or inorganic investments; review and discuss the Company’s dividend policy; review and discuss the Company’s share repurchase activities and plans; and
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Securities and Financing - Review and discuss the Company’s debt portfolio, credit facilities, and compliance with financial covenants; review and discuss the Company’s commodity, interest rate or currency derivative strategies; review and discuss the Company’s securities offerings.
All members of the Finance Committee are independent directors under the Company’s Corporate Governance Guidelines.
Members: Lincoln Benet (Chairman), Nance K. Dicciani and Bruce A. Smith
Executive Committee
Responsibilities include facilitating and improving communication and coordination of activities among members of the Board and its standing committees, including through:
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Assisting in establishing agendas for meetings of the Board and its standing committees;
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Discussing, analyzing and/or working with management concerning ad-hoc issues facing the Company or the Board, including at such times a meeting of the Board is not possible or practical; and
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Such other duties as may be delegated by the Board from time to time.
All members of the Executive Committee are independent directors under the Company’s Corporate Governance Guidelines.
Members: Jacques Aigrain (Chair), Lincoln Benet, Jagjeet S. Bindra, Nance K. Dicciani, Claire Farley and Bruce A. Smith