Board Committees
|
Audit Committee |
Compensation Committee |
Finance Committee |
Nominating and Governance Committee |
| Independent Directors |
| Joseph R. Cleveland |
Member |
|
Member |
|
| Kathleen B. Cooper |
|
Member |
Member |
|
| Irl Engelhardt |
Member |
|
Member |
|
| William R. Granberry |
|
Member |
Member |
|
| William E. Green |
Member |
|
|
Member |
| Juanita H. Hinshaw |
Member |
|
Chairperson |
|
| William R. Howell |
|
Chairperson |
|
Member |
| Charles M. Lillis |
Member |
|
Member |
|
| George A. Lorch |
|
Member |
|
Member |
| William G. Lowrie |
Chairperson |
|
|
Member |
| Frank T. MacInnis |
|
Member |
|
Chairperson |
| Janice D. Stoney |
|
Member |
|
Member |
| Inside Director |
| Steven J. Malcolm |
|
|
|
|
Audit Committee
The Audit Committee's purpose is to represent and provide assistance
to the board of directors of the company in fulfilling its legal and fiduciary
obligations with respect to matters involving the accounting, auditing,
financial reporting, and internal control functions of the company and
its subsidiaries. In addition, the committee's purpose includes (a) representing
and assisting the board's oversight of (i) the integrity of the company's
financial statements, (ii) the company's compliance with legal and regulatory
requirements, (iii) the independent auditor's qualifications and independence,
and (iv) the performance of the company's internal audit function and
independent auditors; (b) preparing the report of the committee to be
included in the company's annual proxy statement as required by the rules
of the Securities and Exchange Commission (SEC); and (c) appointing and
retaining the firm of independent public accountants with respect to the
audit of the books and accounts of the company and its subsidiaries.
View the Audit Committee charter.
Compensation Committee
The primary purpose of the Compensation Committee of the board of directors
of the company is to oversee and direct the design and implementation
of strategic programs that promote the attraction, retention and appropriate
reward of executive officers and are designed to motivate the company's
executive officers toward the achievement of business objectives and to
align the executive officers' focus with the long-term interest of shareholders.
In addition, the committee shall produce an annual report on executive
compensation as required by the rules of the SEC to be included in the
company's proxy statement. The committee shall also approve and make recommendations
to the board to assist in fulfilling its responsibility to oversee the
establishment and administration of the company's compensation programs,
including incentive compensation and equity based plans, and related matters
for employees subject to Section 16 of the Securities Exchange Act of
1934, as amended. View the Compensation
Committee charter.
Finance Committee
The Finance Committee's purpose is to oversee all areas of corporate finance
of the company. The committee shall exercise the power and authority of
the board and assist the board in fulfilling its responsibilities in connection
with the financial affairs of the company. View
the Finance Committee charter.
Nominating and Governance Committee
The purpose of the Nominating and Governance Committee is to identify
individuals qualified to become members of the board of directors of the
company, consistent with criteria approved by the board, recommend to the board director candidates for election at the
annual meeting of shareholders, and develop, periodically review and recommend
to the board a set of corporate governance guidelines for the company.
View the Nominating and Governance Committee charter.