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Procter & Gamble Committees of the Board of Directors
Each year, at the time of the annual meeting of shareholders, the Board's independent Governance & Public Responsibility Committee reviews the membership of each Board committee, and recommends proposed membership lists for all Board Committees to the full Board. As circumstances warrant, the Governance & Public Responsibility Committee may also recommend changes during the year. The current standing Committees of the Board, with members listed, are shown below.
AUDIT COMMITTEE
Membership: Charles R. Lee (Chair), Kenneth I. Chenault, Rajat K. Gupta, Jr., Ralph Snyderman and Patricia A. Woertz
Purpose: The Audit Committee has the responsibilities set forth in its Audit Committee Charter with respect to the quality and integrity of the company's financial statements; the company's compliance with legal and regulatory requirements; the company's overall risk management profile; the independent auditor's qualifications and independence; the performance of the company's internal audit function and independent auditors; and preparing the annual Audit Committee report to be included in the company's proxy statement.
COMPENSATION & LEADERSHIP DEVELOPMENT COMMITTEE
Membership: Kenneth I. Chenault, Scott D. Cook, Charles R. Lee, W. James McNerney, Jr. (Chair) and Margaret C. Whitman
Purpose: The Compensation & Leadership Development Committee has the responsibilities set forth in its Compensation & Leadership Development Committee Charter with respect to overseeing overall Company compensation policies and their specific application to principal officers elected by the Board and to members of the Board; and preparing an annual report on executive compensation for inclusion in the Company's proxy statement.
GOVERNANCE & PUBLIC RESPONSIBILITY COMMITTEE
Membership: Lynn M. Martin, W. James McNerney, Jr., Margaret C. Whitman (Chair), Patricia A. Woertz and Ernesto Zedillo
Purpose: The Governance & Public Responsibility Committee has the responsibilities set forth in its Governance & Public Responsibility Committee Charter with respect to identifying individuals qualified to become members of the Board; recommending to the Board when new members should be added to the Board; recommending to the Board individuals to fill vacant Board positions; recommending to the Board the director nominees for the next annual meeting of shareholders; periodically developing and recommending to the Board updates to the company's Corporate Governance Guidelines; assisting the Board and the company in interpreting and applying the company's Corporate Governance Guidelines, Worldwide Business Conduct Manual, and other issues related to company and employee governance and ethics; and evaluation of the Board and its members.
INNOVATION & TECHNOLOGY COMMITTEE
Membership: Scott D. Cook, Rajat K. Gupta, Lynn M. Martin, Johnathan A. Rodgers, Ralph Snyderman (Chair) and Ernesto Zedillo
Purpose: The Innovation & Technology Committee has the responsibilities set forth in its Innovation & Technology Committee Charter with respect to overseeing and providing counsel on matters relating to innovation and technology.
See Committee Charters Appendix.
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