NEM » Topics » Committees of the Board of Directors and Attendance.

This excerpt taken from the NEM DEF 14A filed Mar 9, 2009.
Committees of the Board of Directors and Attendance.
 
Attendance at Meetings. During 2008, the Board of Directors held eight meetings. Each incumbent director attended 75% or more of all meetings of the Board of Directors and committees of the Board of Directors on which he or she served. It is the policy and practice of the Company that nominees for election at the Annual Meeting of Stockholders attend the meeting. All of the directors serving the time of the 2008 Annual Meeting of Stockholders held on April 23, 2008, attended the meeting.
 
Board Committees. The Board of Directors has the following standing committees: Audit; Compensation; Corporate Governance and Nominating; Operations and Safety; and Environmental and Social Responsibility Committees. All members of these five committees are independent, as defined in the listing standards of the New York Stock Exchange and the Company’s Corporate Governance Guidelines. The current members of these committees are:
 
                 
        Corporate Governance
  Operations and
  Environmental and Social
Audit Committee
  Compensation Committee   and Nominating Committee   Safety Committee   Responsibility Committee
 
Noreen Doyle, Chair
Vincent A. Calarco
Michael S. Hamson
  Glen A. Barton, Chairman
John B. Prescott
Donald C. Roth
  Vincent A. Calarco, Chairman
Glen A. Barton
Robert J. Miller
Donald C. Roth
  John B. Prescott, Chairman
Joseph A. Carrabba
Veronica M. Hagen
James V. Taranik
Simon R. Thompson
  James V. Taranik, Chairman
Joseph A. Carrabba
Veronica M. Hagen
Robert J. Miller
 
Audit Committee. The Audit Committee, consisting entirely of independent directors, assists the Board of Directors in its oversight of the integrity of the Company’s financial statements and the Company’s compliance with legal and regulatory requirements and corporate policies and controls. The Audit Committee has the sole authority to retain and terminate the Company’s independent auditors, approve all auditing services and related fees and the terms thereof, and pre-approve any non-audit services to be rendered by the Company’s independent auditors. The Audit Committee is responsible for confirming the independence and objectivity of the independent auditors. The Audit Committee is also responsible for preparation of the annual report of the audit committee for public disclosure in the Company’s proxy statement. Unrestricted access to the Audit Committee is given to the Company’s independent auditors, the Chief Financial Officer, the Controller and the Group Executive of Internal Audit. During 2008, the Audit Committee held five meetings.
 
The Board of Directors has determined that each of the members of the Audit Committee is an Audit Committee Financial Expert, as a result of his or her knowledge, abilities, education and experience. Ms. Doyle serves on audit committees for three other public companies. The Board has determined that such service does not impair her ability to effectively serve on the Company’s Audit Committee.
 
Compensation Committee. The Compensation Committee, consisting entirely of independent directors, is responsible for discharging the responsibilities of the Board of Directors relating to compensation of the Chief Executive Officer and other executive officers. The Compensation Committee is also responsible for overseeing the preparation of the Compensation Discussion and Analysis and preparing the report on executive compensation for public disclosure in the Company’s proxy statement. During 2008, the Compensation Committee held five meetings.
 
The Compensation Committee has a Charter, which is reviewed annually. The Compensation Committee has full authority to determine the components and amounts of executive compensation. Awards of stock-based compensation (stock options, restricted stock or restricted stock units) are subject to ratification by the full Board of Directors.


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The Compensation Committee has the authority to retain, at the Company’s expense, experts with special competencies, including legal, accounting and compensation. The Compensation Committee has the sole authority to terminate the engagement of such experts and to approve the fees and other terms of retention of such experts. For additional information, the use of consultants and other Compensation Committee procedures, refer to the Compensation Discussion and Analysis beginning at page 17.
 
The Compensation Committee may form and delegate authority to subcommittees when appropriate. Under the policies of the Board of Directors, the Compensation Committee may not delegate authority to grant stock options.
 
Compensation Committee Interlocks and Insider Participation. The Compensation Committee is composed entirely of independent directors. None of the members of the Compensation Committee was or is an employee of the Company.
 
Corporate Governance and Nominating Committee. The Corporate Governance and Nominating Committee, consisting entirely of independent directors, proposes to the Board of Directors slates of directors to be recommended for election at the Annual Meeting of Stockholders (and any directors to be elected by the Board of Directors to fill vacancies) and slates of officers to be elected by the Company’s Board of Directors. It also advises the Board of Directors on various corporate governance issues, and leads the Board of Directors in its annual review of the Board’s performance. The Corporate Governance and Nominating Committee also is responsible for recommending to the Board amounts of director compensation, leading the Board in its evaluation of the performance of the chief executive officer and management development. During 2008, the Corporate Governance and Nominating Committee held three meetings.
 
Environmental and Social Responsibility Committee. The Environmental and Social Responsibility Committee, consisting entirely of independent directors, assists the Board of Directors in its oversight of sustainable development, environmental affairs, community relations and communications issues, and the Company’s policies, processes, standards and procedures designed to accomplish the Company’s goals and objectives relating to these issues. During 2008, the Environmental and Social Responsibility Committee held five meetings.
 
In April 2007, the Board of Directors recommended and the stockholders approved a proposal that the Company prepare a report regarding its policies and practices relating to existing and future relationships with local communities near its operations. The proposal was submitted by a group of stockholders led by Christian Brothers Investment Services, Inc. The Company’s Environmental and Social Responsibility Committee provided oversight for the preparation of the report, as further described beginning on page 52 of this proxy statement.
 
Operations and Safety Committee. The Operations and Safety Committee, consisting entirely of independent directors, was formed to assist the Board of Directors in its oversight of operations and safety issues, and the Company’s policies, processes, standards and procedures designed to accomplish the Company’s goals and objectives relating to these issues. During 2008, the Operations and Safety Committee held five meetings.
 

Committees of the Board of Directors and Attendance.

Attendance at Meetings. During 2007, the Board of Directors held 13 meetings. Each incumbent director attended 75% or more of all meetings of the Board of Directors and committees of the Board of Directors on which he or she served. It is the policy and practice of the Company that nominees for election at the Annual Meeting of Stockholders attend the meeting. All of the board members at the time of the 2007 Annual Meeting of Stockholders held on April 24, 2007, attended the meeting.

Board Committees. The Board of Directors has, in addition to other committees, Audit; Compensation and Management Development; Corporate Governance and Nominating; Operations and Safety; and Environmental and Social Responsibility Committees. All members of these five committees are independent, as defined in the listing standards of the New York Stock Exchange and the Company’s Corporate Governance Guidelines. The current members of these committees are:

 

Audit Committee

 

Compensation and
Management
Development Committee

 

Corporate Governance
and Nominating Committee

 

Operations and
Safety Committee

 

Environmental and Social
Responsibility Committee

Noreen Doyle, Chair

Vincent A. Calarco

Michael S. Hamson

 

Glen A. Barton, Chairman

John B. Prescott

Donald C. Roth

 

Vincent A. Calarco, Chairman

Glen A. Barton

Robert J. Miller

Donald C. Roth

 

Robin A. Plumbridge, Chairman

Joseph A. Carrabba

Veronica M. Hagen

John B. Prescott

James V. Taranik

 

James V. Taranik, Chairman

Joseph A. Carrabba

Veronica M. Hagen

Robert J. Miller

John B. Prescott

Audit Committee. The Audit Committee, consisting entirely of independent directors, assists the Board of Directors in its oversight of the integrity of the Company’s financial statements and the Company’s compliance with legal and regulatory requirements and corporate policies and controls. The Audit Committee has the sole authority to retain and terminate the Company’s independent auditors, approve all auditing services and related fees and the terms thereof, and pre-approve any non-audit services to be rendered by the Company’s independent auditors. The Audit Committee is responsible for confirming the independence and objectivity of the independent auditors. The Audit Committee is also responsible for preparation of the annual report of the audit committee for public disclosure in the Company’s proxy statement. Unrestricted access to the Audit Committee is given to the Company’s independent auditors, the Chief Financial Officer, the Controller and the Group Executive of Internal Audit. During 2007, the Audit Committee held seven meetings.

The Board of Directors has determined that each of the members of the Audit Committee is an Audit Committee Financial Expert, as a result of their knowledge, abilities, education and experience. Ms. Doyle serves on audit committees for three other public companies. The Board has determined that such service does not impair her ability to effectively serve on the Company’s Audit Committee.

Compensation and Management Development Committee. The Compensation and Management Development Committee (the “Compensation Committee”), consisting entirely of independent directors, is responsible for discharging the responsibilities of the Board of Directors relating to management development and compensation of the Chief Executive Officer and other executive officers. The Compensation Committee is also responsible for overseeing the preparation of the Compensation Discussion and Analysis and preparing the report on executive compensation for public disclosure in the Company’s proxy statement. During 2007, the Compensation Committee held eight meetings.

The Compensation Committee has a Charter, which is reviewed annually. The Compensation Committee has full authority to determine the components and amounts of executive compensation. Awards of stock-based compensation (stock options, restricted stock or restricted stock units) are subject to ratification by the full Board of Directors.

 

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The Compensation Committee has the authority to retain at the Company’s expense experts with special competencies, including legal, accounting and compensation. The Compensation Committee has the sole authority to terminate the engagement of such experts and to approve the fees and other terms of retention of such experts. For additional information, the use of consultants and other Compensation Committee procedures, refer to the Compensation Discussion and Analysis beginning at page 17.

The Compensation Committee may form and delegate authority to subcommittees when appropriate. Under the policies of the Board of Directors, the Compensation Committee may not delegate authority to grant stock options.

Compensation Committee Interlocks and Insider Participation. The Compensation and Management Development Committee is composed entirely of independent directors. None of the members of the Compensation Committee was or is an employee of the Company.

Corporate Governance and Nominating Committee. The Corporate Governance and Nominating Committee, consisting entirely of independent directors, proposes to the Board of Directors slates of directors to be recommended for election at the Annual Meeting of Stockholders (and any directors to be elected by the Board of Directors to fill vacancies) and slates of officers to be elected by the Company’s Board of Directors. It also advises the Board of Directors on various corporate governance issues, and leads the Board of Directors in its annual review of the Board’s performance. The Corporate Governance and Nominating Committee also is responsible for recommending to the Board amounts of director compensation. During 2007, the Corporate Governance and Nominating Committee held four meetings.

Operations and Safety Committee. The Operations and Safety Committee, consisting entirely of independent directors, was formed during 2007 to assist the Board of Directors in its oversight of operations and safety issues, and the Company’s policies, processes, standards and procedures designed to accomplish the Company’s goals and objectives relating to these issues. During 2007, the Operations and Safety Committee held two meetings.

Environmental and Social Responsibility Committee. The Environmental and Social Responsibility Committee, consisting entirely of independent directors, assists the Board of Directors in its oversight of sustainable development, environmental affairs, community relations and communications issues, and the Company’s policies, processes, standards and procedures designed to accomplish the Company’s goals and objectives relating to these issues. During 2007, the Environmental and Social Responsibility Committee (formerly the Environmental, Health and Safety Committee) held four meetings.

In April 2007, the Board of Directors recommended and the stockholders approved a proposal that the Company prepare a report regarding its policies and practices relating to existing and future relationships with local communities near its operations. The proposal was submitted by a group of shareholders led by Christian Brothers Investment Services, Inc. The Company’s Environmental and Social Responsibility Committee is overseeing preparation of such a report. As of February 2008, the Committee expects that the final report will be published on the Company’s web site during the fourth quarter of 2008. An overview and status of the report will be posted on the Company’s web site prior to the 2008 Annual Meeting of Stockholders.

This excerpt taken from the NEM DEF 14A filed Mar 5, 2007.

Committees of the Board of Directors and Attendance.

Attendance at Meetings. During 2006, the Board of Directors held eight meetings. Each incumbent director attended 75% or more of all meetings of the Board of Directors and committees of the Board of Directors on which he or she served. It is the policy and practice of the Company that nominees for election at the Annual Meeting of Stockholders attend the meeting. All but one of the 14 nominees for election to the board attended the 2006 Annual Meeting of Stockholders held on April 25, 2006.

Board Committees. The Board of Directors has, in addition to other committees, Audit, Compensation and Management Development, Corporate Governance and Nominating and Environmental, Health and Safety Committees. All members of these four committees are independent, as defined in the listing standards of the New York Stock Exchange and the Company’s Corporate Governance Guidelines. The current members of these committees are:

 

Audit Committee

 

Compensation and Management

Development Committee

 

Corporate Governance

and Nominating Committee

 

Environmental, Health and

Safety Committee

Robin A. Plumbridge, Chairman   Glen A. Barton, Chairman   Vincent A. Calarco, Chairman   James V. Taranik, Chairman

Vincent A. Calarco

  John B. Prescott   Glen A. Barton   Veronica M. Hagen

Noreen Doyle

  Donald C. Roth   Robert J. Miller   Robert J. Miller

Michael S. Hamson

    Donald C. Roth   John B. Prescott

Audit Committee. The Audit Committee, consisting entirely of independent directors, assists the Board of Directors in its oversight of the integrity of the Company’s financial statements and the Company’s compliance with legal and regulatory requirements and corporate policies and controls. The Audit Committee has the sole authority to retain and terminate the Company’s independent auditors, approve all auditing services and related fees and the terms thereof, and pre-approve any non-audit services to be rendered by the Company’s independent auditors. The Audit Committee is responsible for confirming the independence and objectivity of the independent auditors. The Audit Committee is also responsible for preparation of the annual report of the audit committee for public disclosure in the Company’s proxy statement. Unrestricted access to the Audit Committee is given to the Company’s independent auditors, the Vice President and Controller and the Group Executive of Internal Audit. During 2006, the Audit Committee held eight meetings.

The Board of Directors has determined that each of the members of the Audit Committee is an Audit Committee Financial Expert, as a result of their knowledge, abilities, education and experience.

Compensation and Management Development Committee. The Compensation and Management Development Committee (the “Compensation Committee”), consisting entirely of independent directors, is responsible for discharging the responsibilities of the Board of Directors relating to management development and compensation of the Company’s directors, Chief Executive Officer and other executive officers. The Compensation Committee is also responsible for overseeing the preparation of the Compensation Discussion and Analysis and preparing the report on executive compensation for public disclosure in the Company’s proxy statement. During 2006, the Compensation Committee held three meetings.

The Chairman and Chief Executive Officer, the Senior Vice President, Human Resources and the General Counsel or Corporate Secretary generally attend for part of each meeting. Compensation consultants are invited to attend from time-to-time to address specific topics. An executive session is generally held at the end of each meeting. The Chairman sets the agenda for each meeting, in consultation with management representatives and other Compensation Committee members. The Chairman of the Committee provides regular reports to the Board of Directors regarding actions and discussion at Committee meetings.

The Compensation Committee has a Charter, which is reviewed annually. The Compensation Committee has full authority to determine the components and amounts of executive compensation. Awards of stock-based

 

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compensation (stock options, restricted stock or restricted stock units) are subject to ratification by the full Board of Directors. The Compensation Committee considers and recommends actions regarding director compensation to the full Board.

The Compensation Committee has the authority to retain at the Company’s expense experts with special competencies, including legal, accounting and compensation. The Compensation Committee has the sole authority to terminate the engagement of such experts and to approve the fees and other terms of retention of such experts.

The Compensation Committee may form and delegate authority to subcommittees when appropriate. Under the policies of the Board of Directors, the Compensation Committee may not delegate authority to grant stock options.

The Compensation Committee is supported by compensation experts in the Company’s Human Resources Department. In addition, the Compensation Committee consults with external compensation experts from time to time in setting executive and director compensation. During 2006, the Compensation Committee and/or the Company considered information and recommendations of three compensation consultants: the Hay Group, Mercer Human Resources Consulting and Frederic W. Cook and Co., Inc. The Hay Group and Mercer are retained by management but provide data, input and recommendations that are considered by the Compensation Committee in its deliberations. The Hay Group and Mercer also provide services that are unrelated to Compensation Committee actions. Mr. Cook is engaged solely by the Compensation Committee, and provides no services or advice directly to management.

In 2005, management and the Compensation Committee requested that Mercer conduct a comprehensive review of executive compensation programs, considering benchmark data from comparable companies, best practices in plan design, industry-specific factors and alignment of interests with the stockholders. Mercer continues to be consulted from time-to-time on plan design and other compensation issues.

The Hay Group provides competitive data on an on-going basis regarding executive salaries and total compensation, using benchmark information compiled from public and proprietary sources.

During 2006, both Mercer and the Hay Group were requested to review benchmark information regarding director compensation and provide a report and recommendations to the Compensation Committee regarding the amounts and design of director compensation. The Compensation Committee reviewed the recommendations and determined to make no additional changes at this time.

Mr. Cook is consulted from time to time directly by the Compensation Committee for advice regarding trends in executive and director compensation, and for independent review of the reasonableness of the decisions made by the Compensation Committee. In particular, Mr. Cook reviewed and advised the Compensation Committee regarding Mr. Murdy’s salary and benefits and compliance with compensation disclosure requirements.

Compensation Committee Interlocks and Insider Participation. The Compensation and Management Development Committee is composed entirely of independent directors. None of the members of the Compensation Committee was or is an employee of the Company.

Corporate Governance and Nominating Committee. The Corporate Governance and Nominating Committee, consisting entirely of independent directors, proposes to the Board of Directors slates of directors to be recommended for election at the Annual Meeting of Stockholders (and any directors to be elected by the Board of Directors to fill vacancies) and slates of officers to be elected by the Company’s Board of Directors. It also advises the Board of Directors on various corporate governance issues, and leads the Board of Directors in its annual review of the Board’s performance. During 2006, the Corporate Governance and Nominating Committee held four meetings.

 

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Environmental, Health and Safety Committee. The Environmental, Health and Safety Committee, consisting entirely of independent directors, assists the Board of Directors in its oversight of environmental, health and safety issues, the Company’s policies, processes, standards and procedures designed to accomplish the Company’s goals and objectives relating to environmental, health and safety issues and management of risk related to environmental, health and safety issues. During 2006, the Environmental, Health and Safety Committee held two meetings.

This excerpt taken from the NEM DEF 14A filed Mar 13, 2006.

Committees of the Board of Directors and Attendance.

 

Attendance at Meetings. During 2005, the Board of Directors held nine meetings. Each incumbent director attended 75% or more of all meetings of the Board of Directors and committees of the Board of Directors on which he or she served for the period during which he or she was a member, other than Veronica M. Hagen, who was elected on October 26, 2005 and was absent for two special telephone meetings during her two-month tenure as a result of prior business commitments. It is the policy and practice of the Company that all nominees for election at the Annual Meeting of Stockholders attend the meeting. All of the nominees for election to the board attended the 2005 Annual Meeting of Stockholders held on April 27, 2005.

 

Board Committees. The Board of Directors has, in addition to other committees, Audit, Compensation and Management Development, Corporate Governance and Nominating and Environmental, Health and Safety Committees. All members of these four committees are independent, as defined in the listing standards of the New York Stock Exchange and the Company’s Corporate Governance Guidelines. The current members of these committees are:

 

Audit Committee


 

Compensation and Management

Development Committee


 

Corporate Governance

and Nominating Committee


 

Environmental, Health and

Safety Committee


Robin A. Plumbridge, Chairman   Glen A. Barton, Chairman   Leo I. Higdon, Jr., Chairman   James V. Taranik, Chairman

Vincent A. Calarco

  John B. Prescott   Glen A. Barton   Veronica M. Hagen

Noreen Doyle

  Donald C. Roth   Robert J. Miller   Robert J. Miller

Michael S. Hamson

      Donald C. Roth   John B. Prescott

Leo I. Higdon, Jr.

           

 

Audit Committee. The Audit Committee, consisting entirely of independent directors, assists the Board of Directors in its oversight of the integrity of the Company’s financial statements and the Company’s compliance with legal and regulatory requirements and corporate policies and controls. The Audit Committee has the sole authority to retain and terminate the Company’s independent auditors, approve all auditing services and related fees and the terms thereof, and pre-approve any non-audit services to be rendered by the Company’s independent auditors. The Audit Committee is responsible for confirming the independence and objectivity of the independent auditors. The Audit Committee is also responsible for preparation of the annual report of the audit committee for public disclosure in the Company’s proxy statement. Unrestricted access to the Audit Committee is given to the Company’s independent auditors, the Vice President and Controller and the Group Executive of Internal Audit. During 2005, the Audit Committee held six meetings.

 

The Board of Directors has determined that each of the members of the Audit Committee is an Audit Committee Financial Expert, as a result of their knowledge, abilities, education and experience.

 

Compensation and Management Development Committee. The Compensation and Management Development Committee, consisting entirely of independent directors, is responsible for discharging the responsibilities of the Board of Directors relating to management development and compensation of the Company’s directors, Chief Executive Officer and other executive officers. The Compensation and Management Development Committee is also responsible for the annual report on executive compensation for public disclosure in the Company’s proxy statement. During 2005, the Compensation and Management Development Committee held seven meetings.

 

Corporate Governance and Nominating Committee. The Corporate Governance and Nominating Committee, consisting entirely of independent directors, proposes to the Board of Directors slates of directors to

 

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be recommended for election at the Annual Meeting of Stockholders (and any directors to be elected by the Board of Directors to fill vacancies) and slates of officers to be elected by the Company’s Board of Directors. It also advises the Board of Directors on various corporate governance issues, and leads the Board of Directors in its annual review of the Board’s performance. During 2005, the Corporate Governance and Nominating Committee held four meetings.

 

Environmental, Health and Safety Committee. The Environmental, Health and Safety Committee, consisting entirely of independent directors, assists the Board of Directors in its oversight of environmental, health and safety issues, the Company’s policies, processes, standards and procedures designed to accomplish the Company’s goals and objectives relating to environmental, health and safety issues and management of risk related to environmental, health and safety issues. During 2005, the Environmental, Health and Safety Committee held two meetings.

 

This excerpt taken from the NEM DEF 14A filed Mar 18, 2005.

Committees of the Board of Directors and Attendance.

 

Attendance at Meetings. During 2004, the Board of Directors held eight meetings. Each incumbent director attended more than 75% of all meetings of the Board of Directors and committees of the Board of Directors on which he served for the period during which he was a member. It is the policy and practice of the Company that all nominees for election at the Annual Meeting of Stockholders attend the meeting. All of the nominees for election at the 2004 Annual Meeting of Stockholders attended the meeting held on April 28, 2004.

 

Board Committees. The Board of Directors has, in addition to other committees, Audit, Compensation and Management Development, Corporate Governance and Nominating and Environmental, Health and Safety Committees. All members of these four committees are independent, as defined in the listing standards of the New York Stock Exchange and the Company’s Corporate Governance Guidelines. The current members of these committees are:

 

Audit Committee


  

Compensation and

Management

Development

Committee


  

Corporate

Governance

and Nominating

Committee


  

Environmental,

Health and

Safety Committee


Vincent A. Calarco

   Glen A. Barton(1)    Glen A. Barton    Robert J. Miller

Michael S. Hamson

   John B. Prescott    Leo I. Higdon, Jr.(1)    John B. Prescott

Leo I. Higdon, Jr.

   Michael K. Reilly(2)    Robert J. Miller    Michael K. Reilly(2)

Robin A. Plumbridge(1)

        Donald C. Roth    James V. Taranik(1)

(1)   Chairman
(2)   Retiring from the Board of Directors in April 2005

 

Audit Committee. The Audit Committee, consisting entirely of independent directors, assists the Board of Directors in its oversight of the integrity of the Company’s financial statements and the Company’s compliance with legal and regulatory requirements and corporate policies and controls. The Audit Committee has the sole authority to retain and terminate the Company’s independent auditors, approve all auditing services and related fees and the terms thereof, and pre-approve any non-audit services to be rendered by the Company’s independent auditors. The Audit Committee is responsible for confirming the independence and objectivity of the independent auditors. The Audit Committee is also responsible for preparation of the annual report of the audit committee for public disclosure in the Company’s proxy statement. Unrestricted access to the Audit Committee is given to the Company’s independent auditors, the Vice President and Controller and the Group Executive of Internal Audit. During 2004, the Audit Committee held eight meetings.

 

The Board of Directors has determined that each of the members of the Audit Committee is an Audit Committee Financial Expert, as a result of their knowledge, abilities, education and experience.

 

Compensation and Management Development Committee. The Compensation and Management Development Committee, consisting entirely of independent directors, is responsible for discharging the responsibilities of the Board of Directors relating to management development and compensation of the Company’s directors, Chief Executive Officer and other executive officers. The Compensation and Management Development Committee is also responsible for the annual report on executive compensation for public disclosure in the Company’s proxy statement. During 2004, the Compensation and Management Development Committee held six meetings.

 

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Corporate Governance and Nominating Committee. The Corporate Governance and Nominating Committee, consisting entirely of independent directors, proposes to the Board of Directors slates of directors to be recommended for election at the Annual Meeting of Stockholders (and any directors to be elected by the Board of Directors to fill vacancies) and slates of officers to be elected by the Company’s Board of Directors. It also advises the Board of Directors on various corporate governance issues, and leads the Board of Directors in its annual review of the Board’s performance. During 2004, the Corporate Governance and Nominating Committee held five meetings.

 

Environmental, Health and Safety Committee. The Environmental, Health and Safety Committee, consisting entirely of independent directors, assists the Board of Directors in its oversight of environmental, health and safety issues, the Company’s policies, processes, standards and procedures designed to accomplish the Company’s goals and objectives relating to environmental, health and safety issues and management of risk related to environmental, health and safety issues. During 2004, the Environmental, Health and Safety Committee held three meetings.

 

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