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Corporate Governance

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The Company's shareholders elect the Board of Directors to oversee the actions and results of managment, with a view to increasing shareholder value over the long term. The Company's Board of Directors is divided into two classes, with one class having four directors and the other three directors. One class of directors is elected at each Annual Meeting of Shareholders for a term of two years. The Board sets policy for the Company and advises and counsels the Chief Executive Officer and senior executives who manage the Company's business and affairs. The Board has adopted Corporate Governance Guidelines that reflect the Board's commitment to monitor the effectiveness of policy and decision making both at the Board and management level.

Responsibilities of Board Committees

The Audit Committee serves as the representative of the Board for the general oversight of Company affairs in the area of financial accounting and reporting and the underlying internal controls, and appoints the Company's independent auditors. The Committee meets with Company personnel and with representatives of Ernst & Young LLP, the Company's independent auditors, to review internal auditing procedures, the annual audit of the Company's financial statements, and compliance with the Company's Code of Business Conduct. The Committee reports its findings and recommendations to the Board of Directors. The Audit Committee Charter more specifically sets forth the duties and responsibilities of the Committee.

The Compensation Committee develops and administers the Company's executive compensation policies and programs and sets the compensation of executive officers. The Committee also advises the Board of Directors on the creation, administration or modification of employee compensation policies and procedures. The Committee is also responsible for assuring that an effective management development and succession program is in place.

The Nominating & Governance Committee's principal responsibilities are to identify individuals qualified to become directors, recommend director nominees to be elected by shareholders or to fill vacancies in the Board, recommend annually to the Board the directors to be appointed to Board committees, and monitor and evaluate how effectively the Company, the Board, and its Committees have implemented the policies and principles of the Board's Corporate Governance Guidelines.