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.
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.
The duties of the Audit Committee include:
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. Brown.
The duties of the Compensation Committee include:
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:
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.