Corporate Governance

Director Independence

In connection with determining the independence of each Director of the Company, the Board inquired as to any transactions and relationships between each Director and his or her immediate family and the Company and its subsidiaries, and reviewed and discussed the results of such inquiry. The purpose of this review was to determine whether any such relationships or transactions were material and, therefore, inconsistent with a determination that a Supervisory Director is independent, under the standards set forth by the NYSE.

Committees of the Board

The Board has three standing committees, the identities, memberships and functions of which are described below:

Audit Committee. The current members of the Audit Committee are Ms. Martha Carnes (Chairman), Ms. Katherine Murray and Mr. Michael Straughen. The Audit Committee's principal functions, which are discussed in detail in its charter, include making recommendations concerning the engagement of the independent registered public accountants, reviewing with the independent registered public accountants the plan and results of the engagement, approving professional services provided by the independent registered public accountants and reviewing the adequacy of our internal accounting controls. Each member of the Audit Committee is independent, as defined by Section 10A of the Exchange Act and by the corporate governance standards set forth by the NYSE. Each member of the Audit Committee is financially literate and Ms. Carnes qualifies as an SEC Audit Committee Financial Expert and Mr. Straughen qualifies as a NYSE Accounting/Financial Manager Experts, all under the rules promulgated pursuant to the Exchange Act.

Compensation Committee.The current members of the Compensation Committee are Mr. Michael Straughen (Chairman), Mr. Harvey Klingensmith and Mr. Kwaku Temeng. The Compensation Committee's principal functions, which are discussed in detail in its charter, include a general review of our compensation and benefit plans to ensure that they are properly designed to meet corporate objectives. The Compensation Committee reviews and approves the compensation of our Chief Executive Officer and our senior executive officers, granting of awards under our benefit plans and adopting and changing major compensation policies and practices. In addition to establishing the compensation for the Chief Executive Officer, the Compensation Committee reports its recommendations to the whole Board for approval. Pursuant to its charter (see below), the Compensation Committee has the authority to delegate its responsibilities to other persons.

The Compensation Committee periodically retains a consultant to provide independent advice on executive compensation matters and to perform specific project-related work. The consultant reports directly to the committee, which pre-approves the scope of the work and the fees charged. The Committee communicates to the consultant the role that management has in the analysis of executive compensation, such as the verification of executive and Company information that the consultant requires. A copy of the Compensation Committee charter may be found below.

Nominating, Governance, Sustainability and Corporate Responsibility Committee. The current members of the Nominating, Governance, Sustainability and Corporate Responsibility Committee of our Board are Mr. Kwaku Temeng (Chairman), Mr. Harvey Klingensmith and Mr. Curt Anastasio. The Nominating, Governance, Sustainability and Corporate Responsibility Committee's principal functions, which are discussed in detail in its charter, include recommending candidates to the Board for election or appointment as Director and advising about, and recommending to the Board, an appropriate set of corporate governance practices. The Nominating, Governance, Sustainability and Corporate Responsibility Committee also regularly discusses a succession plan for the Chief Executive Officer and other senior executive management. Each member of the Nominating, Governance, Sustainability and Corporate Responsibility Committee is independent as defined by the corporate governance standards of the NYSE. The Committee operates under a written charter, which can be found below.

Lead Director. Martha Carnes