Board Committees

Our Board of Directors has four committees: Audit Committee, Finance Committee, Human Resources Committee and Nominating, Governance and Corporate Citizenship Committee. In line with best practices, all or a majority of the membership of each of the four committees is made up of independent directors. The committees and their respective responsibilities are:

Audit
Our Audit Committee provides assistance to the Board in its oversight of the integrity of our financial statements, financial reporting processes, internal controls systems and compliance with legal requirements. The Committee meets with our management regularly to discuss our critical accounting policies, internal controls and financial reporting process and our financial reports to the public. The Committee also meets with our independent registered public accounting firm and with our financial personnel and internal auditors regarding these matters. The Committee also examines the independence and performance of our internal auditors and our independent registered public accounting firm. The Committee has sole and direct authority to engage, appoint, evaluate and replace our independent auditor. Both our independent registered public accounting firm and our internal auditors regularly meet privately with this Committee and have unrestricted access to the Committee.

Finance
Our Finance Committee provides assistance to the Board in its oversight of our financial condition and management, financing strategies and execution and relationships with stockholders, creditors and other members of the financial community.

Human Resources
Our Human Resources Committee provides assistance to the Board in its oversight of our compensation, benefits and human resources programs and of senior management performance, composition and compensation. The Committee reviews our compensation objectives and performance against those objectives, reviews market conditions and practices and our strategy and processes for making compensation decisions and approves (or, in the case of our chief executive officer, recommends to the Board) the annual and long term compensation for our executive officers, including our long term incentive compensation plans. The Committee also reviews our succession planning, diversity and benefit plans.

Nominating, Governance & Corporate Citizenship
The Nominating, Governance and Corporate Citizenship Committee assists the Board in fulfilling its oversight responsibilities on corporate governance matters, including identifying and recommending nominees to the Board and reviewing the size, structure, composition, functioning, and compensation of the Board and its committees. This Committee also assists the Board with oversight and review of corporate citizenship and sustainability matters that may have a significant impact on the company.