PTV » Topics » Board Committees

This excerpt taken from the PTV DEF 14A filed Apr 1, 2009.
Board Committees
 
The Board has three standing committees, each comprised solely of independent Non-Management Directors. The committees on which each director serves are listed in the Biographical Information for the directors, above. In addition, on an ad hoc basis, the Board may from time to time designate a Non-Management Director as the “lead” director with respect to special matters or discussions affecting the Company. The responsibilities and authority of the standing committees are as follows:
 
Compensation/Nominating/Governance Committee. The C/N/G Committee operates under a written charter adopted by the Board of Directors, a copy of which is posted on the Company’s website (www.Pactiv.com) under the Investor Relations/Governance link. In addition, the Company will provide a copy of the C/N/G Committee’s charter to any shareholder or other interested party who requests it by writing to the Secretary of the Company. The C/N/G Committee reviews and reassesses the adequacy of the Committee’s charter annually. The charter, which reflects the standards set forth in the SEC and NYSE rules and regulations, identifies the C/N/G Committee’s primary duties and responsibilities as follows:
 
  •  Examine periodically the philosophy and structure of the Company’s compensation programs, including reviewing and approving the compensation for the Company’s CEO and other senior executives, approving the performance goals for the Company’s incentive-based compensation, and measuring the Company’s performance against such performance goals.
 
  •  Oversee and act on behalf of the Board of Directors with respect to the benefit and compensation plans of the Company.
 
  •  Review and determine the desirable balance of experience, qualifications and expertise among members of the Board of Directors.
 
  •  Review possible candidates for membership on the Board of Directors (including nominations proposed by shareholders) and recommend a slate of nominees for election as directors at the Company’s Annual Meeting of Shareholders.
 
  •  Review the function and composition of the committees of the Board of Directors and recommend membership on such committees.
 
  •  Review the qualifications and recommend candidates for election as officers of the Company, including oversight of the Company’s succession planning program.
 
  •  Review and approve the Compensation Discussion and Analysis report included in the Company’s annual proxy statements.
 
In performing its duties, the C/N/G Committee has the authority to take such action as it deems appropriate to implement the purposes of the Committee. The Committee has retained Hewitt Associates LLC as a consultant to advise the Committee in connection with matters pertaining to executive compensation, including advising as to market levels and practices, plan design and implementation, and best practices and governance principles. The Committee annually reviews Hewitt’s role as advisor to the Committee and its role in providing other services to the Company, and whether such other services may compromise Hewitt’s independence. Based on this review, including the practices that Hewitt has implemented to mitigate conflicts of interest that might arise from such roles, the Committee has concluded that Hewitt’s advising the Committee on executive compensation matters is appropriate. The Committee may retain legal, accounting or other consultants, and meet in separate executive sessions with the Company’s management, employees and such other persons as the Committee sees fit. The Committee generally meets with its compensation consultant in executive session (without management) after each of its meetings, and at other times as necessary.
 
All members of the C/N/G Committee are independent. Mr. Darnall is Chairman of the C/N/G Committee. The C/N/G Committee held four meetings in 2008.


7


Table of Contents

Audit Committee. The Audit Committee operates under a written charter adopted by the Board of Directors, a copy of which is posted on the Company’s website (www.Pactiv.com) under the Investor Relations/Governance link. In addition, the Company will provide a copy of the Audit Committee’s charter to any shareholder or other interested party who requests it by writing to the Secretary of the Company. The Audit Committee reviews and reassesses the adequacy of the Audit Committee charter annually. The charter, which reflects the standards set forth in the SEC and NYSE rules and regulations, identifies the Audit Committee’s primary duties and responsibilities as follows:
 
  •  Appointment, compensation and oversight over the work of the Company’s public accountants.
 
  •  Monitor the integrity of the Company’s financial statements.
 
  •  Monitor the Company’s compliance with its corporate code of conduct and legal and regulatory requirements.
 
  •  Monitor the Company’s public accountants’ qualifications and independence.
 
  •  Monitor the performance of the Company’s internal audit function and public accountants.
 
  •  Provide an avenue of communication among the independent auditors, management, internal auditors and the Board of Directors.
 
  •  Discuss with management the Company’s major financial risk exposures and steps taken to monitor and control them.
 
In performing its duties, the Audit Committee has the authority to take such actions as it deems appropriate to implement the purposes of the Audit Committee. The Committee may retain special legal, accounting, or other consultants, and meet in separate executive sessions with the Company’s public accountants, its internal auditors, employees, management, and such other persons as the Committee sees fit. The Audit Committee meets regularly in executive session (without management) with the Company’s independent public accountants, its tax advisors, its internal auditors, and others as it deems necessary.
 
All members of the Audit Committee are independent and are financially literate. Mr. Brooksher, the Committee’s Chairman, is the Company’s “Audit Committee Financial Expert” as defined by the SEC. The Audit Committee held eleven meetings in 2008.
 
Three-Year Independent Director Evaluation Committee. The Three-Year Independent Director Evaluation Committee (the “TIDE Committee”) has the responsibility, among other things, to review the Company’s Qualified Offer Plan Rights Agreement (adopted in November 1999) at least every three years and, if it deems it appropriate, recommend that the full Board modify or terminate such Plan. Mr. Brady is Chairman of the TIDE Committee. The TIDE Committee met once in 2008.
 
Board Committees
 
The Board has three standing committees, each comprised solely of independent Non-Management Directors. The committees on which each director serves are listed in the Biographical Information for the directors, above. In addition, on an ad hoc basis, the Board may from time to time designate a Non-


6


Table of Contents

Management Director as the “lead” director with respect to special matters or discussions affecting the Company. The responsibilities and authority of the standing committees are as follows:
 
Compensation/Nominating/Governance Committee. The C/N/G Committee operates under a written charter adopted by the Board of Directors, a copy of which is posted on the Company’s website (www.Pactiv.com) under the Investor Relations/Governance link. In addition, the Company will provide a copy of the C/N/G Committee’s charter to any shareholder or other interested party who requests it by writing to the Secretary of the Company. The C/N/G Committee reviews and reassesses the adequacy of the Committee’s charter annually. The charter, which reflects the standards set forth in the SEC and NYSE rules and regulations, identifies the C/N/G Committee’s primary duties and responsibilities as follows:
 
  •  Examine periodically the philosophy and structure of the Company’s compensation programs.
 
  •  Oversee and act on behalf of the Board of Directors with respect to the benefit and compensation plans of the Company.
 
  •  Review and determine the desirable balance of experience, qualifications and expertise among members of the Board of Directors.
 
  •  Review possible candidates for membership on the Board of Directors (including nominations proposed by shareholders) and recommend a slate of nominees for election as directors at the Company’s Annual Meeting of Shareholders.
 
  •  Review the function and composition of the committees of the Board of Directors and recommend membership on such committees.
 
  •  Review the qualifications and recommend candidates for election as officers of the Company.
 
  •  Review and approve the Compensation Discussion and Analysis report included in the Company’s annual proxy statements.
 
In performing its duties, the C/N/G Committee has the authority to take such action as it deems appropriate to implement the purposes of the C/N/G Committee. The Committee has retained Hewitt Associates LLC as a consultant to advise the Committee in connection with matters pertaining to executive compensation, including advising as to market levels and practices, plan design and implementation, and best practices and governance principles. The Committee has reviewed with Hewitt its role as advisor to the Committee and its role in providing other services to the Company, and whether such other services may compromise Hewitt’s independence. Based on these discussions, and the practices that Hewitt has implemented to mitigate conflicts of interest that might arise from such roles, the Committee has concluded that Hewitt’s advising the Committee on executive compensation matters is appropriate. The Committee may retain legal, accounting or other consultants, and meet in separate executive sessions with the Company’s management, employees and such other persons as the Committee sees fit. The C/N/G Committee generally meets with its compensation consultant in executive session (without management) after each of its meetings, and at other times as necessary.
 
All members of the C/N/G Committee are independent. Mr. Darnall is Chairman of the C/N/G Committee. The C/N/G Committee held four meetings in 2007.
 
Audit Committee. The Audit Committee operates under a written charter adopted by the Board of Directors, a copy of which is posted on the Company’s website (www.Pactiv.com) under the Investor Relations/Governance link. In addition, the Company will provide a copy of the Audit Committee’s charter to any shareholder or other interested party who requests it by writing to the Secretary of the Company. The Audit Committee reviews and reassesses the adequacy of the Audit Committee charter annually. The charter, which reflects the standards set forth in the SEC and NYSE rules and regulations, identifies the Audit Committee’s primary duties and responsibilities as follows:
 
  •  Appointment, compensation and oversight over the work of the Company’s public accountants.


7


Table of Contents

  •  Monitor the integrity of the Company’s financial statements.
 
  •  Monitor the Company’s compliance with its corporate code of conduct and legal and regulatory requirements.
 
  •  Monitor the Company’s public accountants’ qualifications and independence.
 
  •  Monitor the performance of the Company’s internal audit function and public accountants.
 
  •  Provide an avenue of communication among the independent auditors, management, internal auditors and the Board of Directors.
 
  •  Discuss with management the Company’s major financial risk exposures and steps taken to monitor and control them.
 
In performing its duties, the Audit Committee has the authority to take such actions as it deems appropriate to implement the purposes of the Audit Committee. The Committee may retain special legal, accounting, or other consultants, and meet in separate executive sessions with the Company’s public accountants, its internal auditors, employees, management, and such other persons as the Committee sees fit. The Audit Committee meets regularly in executive session (without management) with the Company’s independent public accountants, its tax advisors, its internal auditors, and others as it deems necessary.
 
All members of the Audit Committee are independent and are financially literate. Mr. Brooksher, the Committee’s Chairman, is the Company’s “Audit Committee Financial Expert” as defined by the SEC. The Audit Committee held ten meetings in 2007.
 
Three-Year Independent Director Evaluation Committee. The Three-Year Independent Director Evaluation Committee (the “TIDE Committee”) has the responsibility, among other things, to review the Company’s Qualified Offer Plan Rights Agreement (adopted in November 1999) at least every three years and, if it deems it appropriate, recommend that the full Board modify or terminate such Plan. The TIDE Committee did not meet in 2007.
 
Wikinvest © 2006, 2007, 2008, 2009, 2010, 2011, 2012. Use of this site is subject to express Terms of Service, Privacy Policy, and Disclaimer. By continuing past this page, you agree to abide by these terms. Any information provided by Wikinvest, including but not limited to company data, competitors, business analysis, market share, sales revenues and other operating metrics, earnings call analysis, conference call transcripts, industry information, or price targets should not be construed as research, trading tips or recommendations, or investment advice and is provided with no warrants as to its accuracy. Stock market data, including US and International equity symbols, stock quotes, share prices, earnings ratios, and other fundamental data is provided by data partners. Stock market quotes delayed at least 15 minutes for NASDAQ, 20 mins for NYSE and AMEX. Market data by Xignite. See data providers for more details. Company names, products, services and branding cited herein may be trademarks or registered trademarks of their respective owners. The use of trademarks or service marks of another is not a representation that the other is affiliated with, sponsors, is sponsored by, endorses, or is endorsed by Wikinvest.
Powered by MediaWiki