Board Committees

Audit Committee

The Audit Committee assists our Board in fulfilling its oversight responsibilities with respect to, among other things, the quality and integrity of the Company's financial statements; the Company's compliance with legal and regulatory requirements; the qualifications, performance and independence of the Company's independent registered public accounting firm; the performance of the Company's internal audit function; and the quality of the Company's internal controls. The Audit Committee also oversees risk assessment and risk management of the Company.

Audit Committee Charter (Revised September 2016)

Human Resources and Compensation Committee

The Compensation Committee is primarily responsible for, among other things, ensuring that the compensation and benefit programs of the Company are fair and appropriate, and designed to attract, retain and motivate employees. It ensures that pay practices are consistent with the Company's stated compensation strategy. The Compensation Committee determines annual and long-term goals for the Company and ensures that compensation paid to the Chief Executive Officer, as well as other senior officers and key management through cash pay, or any type of long-term or stock-based awards, are commensurate with levels of performance. The Compensation Committee is also responsible for ensuring that the Company has a thorough succession planning process. It periodically reviews identified senior level positions and is informed of the development of viable candidates.

Human Resources and Compensation Committee Charter (Effective September 2016)

Nominating and Corporate Governance Committee

The Nominating Committee considers and nominates or recommends to the Board individuals to serve as directors of the Company and members of the committees. It develops and recommends to the Board a set of corporate governance principles applicable to the Company, oversees the annual process for Board and committee self-assessments, is engaged in long-term succession planning efforts for the Chief Executive Officer, considers legal, regulatory and other matters that could have a significant reputational impact on the Company and otherwise takes a leadership role in shaping the Company's corporate governance with a focus on the long-term interests of the Company and its stockholders.

Nominating and Corporate Governance Committee Charter (Effective December 2015)

Board Committee Composition

Audit Committee Human Resources and Compensation Committee Nominating and Corporate Governance Committee
Ajay Banga
Silvio Barzi* Committee Member Committee Member
David R. Carlucci* Committee Member
Committee Member
Steven J. Freiberg*+ Financial Expert Chairperson Committee Member
Julius Genachowski* Committee Member
Richard Haythornthwaite* Committee Member Committee Member
Merit E. Janow* Committee Member Committee Member
Nancy J. Karch*
Chairperson
Oki Matsumoto* Committee Member
Rima Qureshi* Committee Member
José Octavio Reyes Lagunes* Chairperson

Jackson P. Tai*+ Financial Expert Committee Member Committee Member
Chairperson Chairperson Committee Member Member Financial Expert Financial Expert

* Independent Director within the meaning of Section 303A.02 of the NYSE Listed Company Manual.

+ Industry Director, under our Certificate of Incorporation and By-Laws, as described in our proxy statement.

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