This excerpt taken from the AN DEF 14A filed Apr 28, 2006.
It is the general policy of the Board that major decisions be considered by the Board as a whole, subject to applicable law. As a consequence, the committee structure of the Board is limited to those committees considered to be basic to or required for the operation of the Company as a publicly-owned entity. The Company shall have three standing committees: Audit Committee, Corporate Governance Committee and Compensation Committee; and two subcommittees: the Executive Compensation Subcommittee of the Compensation Committee and the Nominating Subcommittee of the Corporate Governance Committee. The duties for each of these committees and subcommittees shall be outlined in the charter for each committee and subcommittee and by resolution of the Board. From time to time, the Board may form other committees or subcommittees or disband a current committee or subcommittee depending on circumstances. Each of the Boards committees and subcommittees shall have the power and authority to engage independent counsel and other advisors, at the expense of the Company, as it determines necessary to carry out its duties.
AutoNation, Inc. Corporate
Composition and Qualifications of Members
Each committee and subcommittee shall consist solely of Independent Directors. In addition, the composition of each committee and subcommittee shall be reviewed by the Board annually to assure that members are qualified in accordance with applicable laws, rules and regulations.
The Nominating Subcommittee, after consultation with the Chairman and CEO, shall recommend to the Board for approval, and the Board shall approve, all assignments of committee members, including designations of the chairs of the committees.
The chair of each committee shall report to the full Board, whenever appropriate, with respect to those matters considered and acted upon by his or her committee.