The Board has established the following four standing Committees to assist the Board in discharging its responsibilities: (i) the Audit Committee; (ii) the Compensation Committee; (iii) the Nominating and Corporate Governance Committee; and (iv) the Safety, Health and Environmental Committee. Each Committee has a written charter which is approved by the Board and describes the Committee’s authority and responsibilities, qualifications for membership, procedures for appointment and removal and Committee operations and structure. Assignments to, and Chairs of, the Audit, Compensation, and Safety, Health and Environmental Committees are recommended by the Nominating and Governance Committee and selected by the Board. The independent directors as a group elect the members and the Chair of the Nominating and Governance Committee. All Committees report on their activities to the Board. Subject to applicable law and NYSE rules, the Board may add new committees or eliminate existing Committees as it deems advisable. Additionally, each Committee may invite to its meetings any director, member of management of the Company and such other persons as it deems appropriate in order to carry out its responsibilities. Each Committee may also exclude from its meetings any persons it deems appropriate in order to carry out its responsibilities.
The NYSE rules require the Company to have an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee. The main function of each Committee is as follows:
Audit Committee. The Audit Committee monitors the quality, reliability and integrity of the Company’s accounting policies and financial statements, oversees the Company’s compliance with legal and regulatory requirements and reviews the independence, qualifications and performance of the Company’s internal and independent auditors.
Compensation Committee. The Compensation Committee is responsible for reviewing and approving the compensation, including salary, bonuses and benefits, of the Company’s executive officers (and, in the case of the CEO, reviewing, approving and recommending that the independent members of the Company’s Board approve such compensation) and producing a compensation committee report on executive compensation as required by the SEC to be included in the Company’s annual proxy statement or annual report on Form 10-K filed with the SEC.
Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee will assist the Board in identifying individuals qualified to become Board members and executive officers and selecting, or recommending that the Board select, director nominees for election to the Board and its Committees. The Nominating and Corporate Governance Committee is also responsible for monitoring compliance in areas of corporate governance.