Committee matters

Number, structure and independence of committees
The four committees of the Board are the Audit, Human Resources and Compensation, Executive, and Nominating and Governance Committees. From time to time, the Board may form a new committee or disband a current Committee, depending upon the circumstances. The Audit, Human Resources and Compensation and Nominating and Governance Committees are comprised of only Directors who meet the New York Stock Exchange definition of "independence," as determined by the Board. As noted under Director Independence above, members of the Audit Committee must satisfy additional independence criteria, in accordance with requirements of the Securities and Exchange Commission rules. Members of the Human Resources and Compensation Committee must qualify as "non-employee directors" for purposes of Rule 16b-3 under the Securities Exchange Act of 1934 and as "outside directors" for purposes of Section 162(m) of the Internal Revenue Code. Each of the Audit, Human Resources and Compensation, Executive and Nominating and Governance Committees has a written charter setting forth its duties, authority and responsibilities. The Board may, from time to time, establish or maintain additional committees as necessary or appropriate.

Assignment of committee members
The Nominating and Governance Committee is responsible for recommending to the Board the assignment of Board members to various committees and the selection of committee Chairs. Consideration should be given to periodically rotating Committee members. However, the Board does not have a firm policy mandating rotation of committee assignments since special knowledge or experience may warrant a particular Director serving for an extended period on one committee.

Frequency of committee meeting
With the exception of the Executive Committee, which is empowered to perform all duties of the full Board when the Board is not in session (other than to fill vacancies among the Directors or on any committee of the Board), each committee meets at least four times per year with the Audit Committee meeting at least quarterly. Committees report regularly to the full Board with respect to their activities.

Committee agenda
The Chair of each committee, in consultation with the Chief Executive Officer, Corporate Secretary and appropriate management liaisons, establishes the committee's agenda for its meetings. Committee members are free to suggest the inclusion of items on the agenda.