Board Committees & Charters

The Audit Committee reviews the performance, and recommends to the Board the selection and retention, of the Company’s independent auditors. The Audit Committee reviews with the internal auditors and the independent auditors the overall scope and results of their respective audits, the internal accounting and financial controls and the steps management has taken to monitor and control the Company’s major risk exposure. See charter >

The Compensation Committee evaluates the performance of the Company’s Chief Executive Officer in consultation with the outside Directors and recommends his compensation to the Board annually; reviews and approves senior management’s compensation; and establishes compensation guidelines for all other officers. The Committee administers the Company’s incentive compensation and stock option plans and develops compensation policies.  The Committee has oversight for the detailed disclosure requirements regarding executive compensation. See charter >

The Governance Committee sets criteria for Board membership; searches for and screens candidates to fill Board vacancies; recommends appropriate candidates for election each year and, in this regard, evaluates individual Director performance; assesses overall Board performance; considers issues regarding Board composition and size; recommends to the Board the compensation paid to outside Directors; and evaluates the Company’s corporate governance process. The Committee also considers and makes recommendations to the Board regarding shareholder proposals for inclusion in the Company's annual Proxy Statement. In addition, under our majority voting standard for uncontested Director elections, if an incumbent Director fails to be re-elected, the Committee is responsible for making a recommendation to the Board about whether to accept the Director's resignation. See charter >

The Corporate Responsibility Committee acts in an advisory capacity to the Company’s management with respect to policies and strategies that affect the Company’s role as a socially responsible organization, including issues pertaining to product safety, workplace safety, employee opportunities and training, diversity, the environment and sustainable supply chain initiatives. See charter >

The Board also has an Executive Committee and a Finance Committee. The Executive Committee may exercise most Board powers during the period between Board meetings. See charter >

The Finance Committee ensures that the Company's significant financial policies and plans, such as its dividend policy and share repurchase program are considered in appropriate detail in light of the Company's overall strategy and performance. The Committee has principal oversight responsibility with respect to certain material financial matters, including the Company's treasury activities, as well as acquisitions and divestitures that are significant to the Company's business. The Committee annually reviews the Company's worldwide insurance program, banking and trading arrangements, and policies with respect to dividends and share repurchase. See charter >

See our 2009 committee memberships.