Board Committees & Charters
To help the Board effectively and efficiently fulfill its responsibilities, four committees deal with specific topics facing the Company.
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.
Membership: Angela F. Braly, Kenneth I. Chenault, Sue Desmond-Hellmann, Maggie Wilderotter and Patricia A. Woertz (Chair).
Purpose: The Audit Committee has the responsibilities set forth in its 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 process; the independent registered public accounting firm’s qualifications and independence; the performance of the Company’s internal audit function and the independent registered public accounting firm; preparing the Annual Report of the Audit Committee to be included in the Company’s proxy statement; and assisting the Board of Directors and the Company in interpreting and applying the Company’s Worldwide Business Conduct Manual.
Compensation & Leadership Development Committee
Membership: Kenneth I. Chenault, Scott D. Cook, W. James McNerney, Jr. (Chair), Meg Whitman and Maggie Wilderotter.
Purpose: The Compensation & Leadership Development Committee has a charter, under which it has full authority and responsibility for the Company’s overall compensation policies, their specific application to principal officers elected by the Board of Directors (including review and evaluation of their compensation) and the compensation of the non-employee members of the Board of Directors. This committee also assists the Board in the leadership development and evaluation of principal officers.
Governance & Public Responsibility Committee
Membership: Angela F. Braly, Terry J. Lundgren, W. James McNerney, Jr., Johnathan A. Rodgers, Patricia A. Woertz and Ernesto Zedillo (Chair).
Purpose: The Governance & Public Responsibility Committee has the responsibilities set forth in its charter with respect to identifying individuals qualified to become members of the Board of Directors; recommending when new members should be added to the Board; recommending individuals to fill vacant Board positions; recommending the Director nominees for the next annual meeting of shareholders; recommending to the Board whether to accept the resignation of any incumbent Director nominee who received a greater number of “against” votes than “for” votes in a non-contested election; periodically developing and recommending updates to the Board’s Corporate Governance Guidelines; other issues related to Director governance and ethics; evaluation of the Board of Directors and its members; reviewing plans and making recommendations to the Board on the Company’s corporate sustainability efforts (including environmental quality, economic development and corporate social responsibility); and overseeing matters of importance to the Company and its stakeholders, including employees, consumers, customers, suppliers, shareholders, governments, local communities and the general public. Public responsibility topics considered by this committee include organization diversity, sustainable development, community and government relations, product quality and quality assurance systems and corporate reputation.
Innovation & Technology Committee
Membership: Scott D. Cook (Chair), Sue Desmond-Hellmann, Terry J. Lundgren, Johnathan A. Rodgers, Meg Whitman and Ernesto Zedillo.
Purpose: The Innovation & Technology Committee has the responsibilities set forth in its charter with respect to overseeing and providing counsel on matters of innovation and technology. Topics considered by this committee include the Company’s approach to technical and commercial innovation; the innovation and technology acquisition process; and tracking systems important to successful innovation.