Board of Directors Committees

The Board of Directors maintains five committees.  Below is a brief overview of each committee and the members of each and its composition.

Audit Committee

Responsibilities include:

  • Employs the company's independent registered public accounting firm, subject to stockholder ratification, to audit the company's Consolidated Financial Statements.
  • Pre-approves all services performed by the company's independent registered public accounting firm.
  • Provides oversight on the external reporting process and the adequacy of the company's internal controls.
  • Reviews the scope of the audit activities of the independent registered public accounting firm and the company's internal auditors and appraises audit efforts of both.
  • Reviews services provided by the company's independent registered public accounting firm and other disclosed relationships as they bear on the independence of the company's independent registered public accounting firm.
  • Establishes procedures for the receipt, retention and resolution of complaints regarding accounting, internal controls or auditing matters.

All members of the Audit Committee are independent directors under the Board's Corporate Governance Guidelines and applicable regulatory and listing standards. The Board has determined that all members of the Audit Committee are audit committee financial experts within the meaning of applicable Securities and Exchange Commission rules.

Members:  Lamberto Andreotti, Richard. H. Brown, Robert A. Brown, Eleuthere I. du Pont and Patrick J. Ward

 

 

 

Human Resources & Compensation Committee

Responsibilities include:

  • Establishes executive compensation policy consistent with corporate objectives and stockholder interests.
  • Oversees process for evaluating performance of the Chief Executive Officer ("CEO") against Board-approved goals and objectives and recommends to the Board compensation for the CEO.
  • Reviews and approves grants under the Company's compensation plans.
  • Works with management to develop the Compensation Discussion and Analysis ("CD&A").
  • Oversees succession planning process for the CEO and key leadership.

All members of the Compensation Committee are independent directors under the Board's Corporate Governance Guidelines and applicable regulatory and listing standards.

Members:  Alexander M. Cutler, Marillyn A. Hewson, Lois D. Juliber and Lee M. Thomas

 

 

Corporate Governance Committee

Responsibilities include:

  • Recommends to the Board nominees for election to the Board of Directors.
  • Reviews principles, policies and procedures affecting directors and the Board's operation and effectiveness.
  • Oversees evaluation of the Board and its effectiveness.

All members of the Corporate Governance Committee are independent directors under the Board's Corporate Governance Guidelines and applicable regulatory and listing standards.

 Members:  Bertrand P. Collomb, Curtis J. Crawford, Alexander M. Cutler and Marillyn A. Hewson

 

 

 

Environmental Policy Committee

Responsibilities include:

  • Reviews the company's environmental policies and practices.
  • Provides support for the company's sustainable growth mission.

 Members:  Richard H. Brown, Bertrand P. Collomb, Curtis J. Crawford and Lee M. Thomas

 

 

 

Science and Technology Committee

Responsibilities include:

  • Monitors state of science and technology capabilities within the company.
  • Oversees the development of key technologies essential to the long-term success of the company.

 Members:  Lamberto Andreotti, Robert A. Brown, Eleuthere I. du Pont and Lois D. Juliber

 

 

 

Committee Charters