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Committees and ChartersAudit and Public Policy Committee (view the charter) – the primary purpose is to assist the Board in fulfilling its oversight responsibilities relating to the integrity of the Company’s financial statements, the Company’s compliance with legal and regulatory requirements, the independent registered public accounting firm’s qualifications and independence, and the performance of the Company’s internal audit function and independent registered public accounting firm. The Audit Committee appoints, retains, terminates, determines compensation for, and oversees the independent registered public accounting firm, reviews the scope of the audit by the independent registered public accounting firm and inquires into the effectiveness of the Company’s accounting and internal control functions. The Audit Committee assists the Board of Directors in establishing and monitoring compliance with the ethical Business Practice Standards of the Company. The Audit Committee also reviews with the Company’s management and the independent registered public accounting firm, the Company’s policies and procedures with respect to risk assessment and risk management.
Membership:
John T. Cardis (Chairperson)
David E.I. Pyott
Wesley W. von Schack
Compensation and Governance Committee (view the charter) - determines the compensation of executive officers and recommends to the Board of Directors the compensation of outside directors, exercises authority of the Board of Directors concerning employee benefit plans and advises the Board of Directors on other compensation and employee benefit matters. The Compensation Committee advises the Board of Directors on board committee structure and membership and corporate governance matters. In addition, the Compensation Committee makes recommendations to the Board of Directors regarding candidates for election as directors of the Company and is otherwise responsible for matters relating to the nomination of directors.
Membership:
Mike R. Bowlin (Chairperson)
Robert A. Ingram
William J. Link, Ph.D.
Barbara J. McNeil, M.D., Ph.D. |
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