The standing committees of our board of directors are the Executive Committee, Audit Committee, Compensation Committee and Risk Management/Corporate Governance Committee. In compliance with the New York Stock Exchange Corporate Governance Standards, our board of directors holds regularly scheduled executive sessions without management, and at least annually schedules an executive session with only independent directors at which a non-management director determined by a rotating schedule presides.


Executive Committee
The current members of the Executive Committee are:

Except to the extent limited by law, the Executive Committee performs the same functions and has all the authority of our board of directors between meetings of the full board.



Audit Committee
The current members of the Audit Committee, all of whom are independent directors as defined by the New York Stock Exchange, are:

The duties of the Audit Committee include:

  • Recommending to the board of directors a public accounting firm to be placed in nomination for stockholder ratification as our independent auditors and compensating and terminating the independent auditors as deemed necessary;
  • Meeting periodically with our independent auditors and financial management to review the scope of the proposed audit for the then-current year, the proposed audit fees, and the audit procedures to be utilized, reviewing the audit and eliciting the judgment of the independent auditors regarding the quality of the accounting principles applied to our financial statements; and
  • Evaluating on an annual basis the qualification, performance and independence of the independent auditors, based on the committee's review of the independent auditors' report and the performance of the independent auditors throughout the year.

Each member of the Audit Committee is financially literate, knowledgeable and qualified to review financial statements. The "audit committee financial expert" designated by our board of directors is Mr. Beda.



Compensation Committee
The current members of the Compensation Committee, all of whom are independent directors as defined by the New York Stock Exchange, are:

The duties of the Compensation Committee include:

  • Reviewing and recommending to our board of directors the salaries of all of our executive officers;
  • Reviewing market data to assess our competitive position for the components of our executive compensation; and
  • Making recommendations to our board of directors regarding the adoption, amendment and rescission of employee benefit plans.


Risk Management/Corporate Governance Committee

Risk Management/Corporate Governance Committee
The current members of the Risk Management/Corporate Governance Committee, all of whom are independent directors as defined by the New York Stock Exchange, are:

The duties of the Risk Management/Corporate Governance Committee include:

  • Overseeing the search for individuals qualified to become members of our board of directors and selecting director nominees to be presented for approval at the annual meeting of our stockholders;
  • Considering nominees for directors recommended by our stockholders; and
  • Reviewing our corporate governance guidelines at least annually and recommending changes to our board of directors as necessary.

In accordance with the committee's charter and our corporate governance guidelines, the Risk Management/Corporate Governance Committee considers nominees recommended by stockholders and reviews the qualifications and contributions of the directors standing for election each year.

Any stockholder wishing to nominate a candidate for director at a stockholders' meeting must provide advance notice, and must furnish certain information about the proposed nominee, including name, contact information, background, experience and other pertinent information on the proposed candidate.

In identifying and evaluating nominees for director, the committee considers, among other things, each candidate's strength of character, judgment, career specialization, relevant technical skills, diversity, and the extent to which the candidate would fill a need on the board of directors.