Corporate Governance

We are committed to diligently overseeing and managing all affairs within our company.

Ensuring the Following

A majority of our Board members are independent of us and our management.
All members of the Board committees (Audit; Culture and Compensation; and Nominating, Governance and Corporate Responsibility) meet applicable standards for independence as described in our Corporate Governance Guidelines.
The independent members of the Board meet regularly without the presence of management.

The charters of our Board committees clearly establish their respective roles and responsibilities.
The Board of Directors has a clear code of ethics and conflicts of interest policy to ensure that key corporate decisions are made by directors who do not have a financial interest in the outcome separate from their interest as company officials.
Executives and non-management directors have an ongoing ownership stake in the company and are subject to stock ownership guidelines.

Committee Composition

Below is a summary of our committee structure and membership information. To read more about any of the committees, click on committee names in the chart below.

Chairperson	Member	Financial Expert	** Lead Director
	Audit Committee	Culture and Compensation Committee	Nominating, Governance and Corporate Responsibility Committee
Mary L. Baglivo
Herman E. Bulls
Mary Hogan Preusse
Diana M. Laing
Walter Rakowich
Gordon H. Smith **
A. William Stein