Policies and Guidelines Board Committees
Directors and Officers  

Audit Committee

The Audit Committee oversees the fulfillment by management of its financial reporting and disclosure responsibilities and its maintenance of an appropriate internal control system. It assists Board oversight of the integrity of the Company’s financial statements, the Company’s compliance with legal and regulatory requirements and the Company’s independent registered public accounting firm’s qualifications and independence. The Audit Committee is responsible for the appointment, compensation, retention and oversight of the work of the Company’s independent registered public accounting firm, which reports directly to the Audit Committee. It oversees the activities of the Company’s internal audit function, which currently is provided under contract by Ernst & Young, LLP. The Audit Committee has a charter that specifies its responsibilities, and the Audit Committee believes it fulfills its charter. All members of the Audit Committee are independent directors as defined under New York Stock Exchange (“NYSE”) listing standards and Securities and Exchange Commission (“SEC”) rules. All members of the Audit Committee are financially literate under the applicable NYSE listing standards. The Board of Directors has determined that Craig P. Omtvedt, Keith J Allman, Peter B. Hamilton, Duncan J. Palmer and Richard G. Sim are “audit committee financial experts” as defined under SEC rules. The Company’s independent registered public accounting firm and internal auditors meet with the Audit Committee with and without representatives of management present.

Audit Committee Charter

 

Commmittee Descriptions

Audit

Human Resources

Governance