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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, Compensation Policy and Nominating and Corporate Governance) 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

Documents and Charters

Committee Charters

  • Audit Committee Charter

  • Compensation Policy Committee Charter

  • Nominating and Corporate Governance Committee Charter

Governance Documents

  • Corporate Governance Guidelines

  • By-Laws

  • Board Member Stock Ownership Guidelines

  • Executive Stock Ownership Guidelines

  • Code of Conduct and Ethics

Committee Composition

Committee Composition Table

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 Chairperson Committee Member Member Financial Expert Financial Expert
Audit Committee Compensation Policy Committee Nominating and Corporate Governance Committee
Mary L. Baglivo    Chairperson  
Sheila C. Bair Financial Expert
  Committee Member
Ann McLaughlin Korologos    Committee Member
Committee Member
Sandeep L. Mathrani  Committee Member     
John B. Morse, Jr. Financial Expert Chairperson   Committee Member
Walter Rakowich Financial Expert Committee Member   Chairperson
Gordon H. Smith    Committee Member