Committees

The board of directors has established three committees;

 

 

The audit committee selects the independent auditors to be nominated for election by the stockholders and reviews the independence of these auditors, approves the scope of the annual audit activities of the independent auditors, approves the audit fee payable to the independent auditors and reviews these audit results with the independent auditors.

 

Audit Committee
H. Arthur Bellows, Jr., Chair
Peter M. Gotsch

Wilson B. Sexton

 

 

The duties of the compensation committee are to provide a general review of our compensation and benefit plans to ensure that they meet our objectives. In addition, the compensation committee reviews the chief executive officer's recommendations on compensation of our executive officers and makes recommendations for adopting and changing major compensation policies and practices. The compensation committee reports its recommendations to the full board of directors for approval and authorization. It also fixes, subject to approval by the full board, the annual compensation of the chief executive officer and administers our stock plans.

 

Compensation Committee
James J. Gaffney, Chair
Wilson B. Sexton
Stuart A. Randle

 

 

The nominating and corporate governance committee is responsible for identifying and recommending potential candidates qualified to become board members, recommending directors for appointment to board committees and developing and recommending to the board a set of corporate governance principles.

 

Nominating and Governance Committee
Peter M. Gotsch
James J. Gaffney
Stuart A. Randle

 

Nominating and Corporate Governance Committee Charter 

 

In the future, the board may also establish other committees to assist in the discharge of its responsibilities.