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Corporate Governance

Board Committees

Audit Committee

The Audit Committee's primary function is to assist the Board in monitoring (i) the integrity of the financial statements of the Company, (ii) the independent auditor's qualifications and independence, (iii) the performance of the Company's internal audit function and independent auditors, and (iv) the compliance by the Company with legal and regulatory requirements.

  • The Board has determined that each of the current members of the Audit Committee — R. B. Allardice, C. B. Strauss, T. Fetter, and M.G. Morris — is an "audit committee financial expert" as defined by U.S. Securities and Exchange Commission regulations.
  • The Board also has determined that each of the current members of the Audit Committee is an "independent" director within the meaning of the SEC's regulations, the listing standards of the New York Stock Exchange and the Company's Corporate Governance Guidelines.

Committee Chairman:
R. Barry Allardice

Compensation and Management Development Committee

The Compensation and Management Development Committee has oversight responsibility with respect to executive compensation, and works with management to develop clear relationships between pay levels, business-line financial performance and returns to shareholders, in order to align the Company's compensation structure with its organizational objectives.

Committee Chairman:
Paul G. Kirk, Jr.

Legal and Public Affairs Committee

The Legal and Public Affairs Committee reviews and considers major claims and litigation, and legal, regulatory, intellectual property and related governmental policy matters affecting the Company and its subsidiaries. The Legal and Public Affairs Committee reviews and approves management policies and programs relating to compliance with legal and regulatory requirements, business ethics and environmental matters. It also reviews and defines the Company's social responsibilities, including issues of significance to the Company, its shareholders and employees. 

Committee Chairman:
Thomas Renyi

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee makes recommendations as to the organization, size and composition of the Board and the Committees thereof, identifies individuals qualified to become members of the Board, proposes nominees for election to the Board and the Committees thereof, and considers the qualifications, compensation and retirement of Directors. The Committee also develops and recommends to the Board the Company's corporate governance principles. The Nominating and Corporate Governance Committee will consider nominations of persons for election as directors that are submitted by shareholders in writing in accordance with certain requirements set forth in the Company's bylaws. 

Committee Chairman:
Trevor Fetter

Finance/Investment Risk Committee

The Finance, Investment and Risk Management Committee oversees the investment activities, financial management, and risk management of the Company and its subsidiaries. Additionally, the Committee provides a forum for discussion among management and the Board on key financial, investment, and risk management matters of the enterprise.

Committee Chairman:
Charles B. Strauss