The primary function of the Executive Committee is to exercise the powers and authority of the Board of Directors in the management of the business and affairs of the Company to the extent permitted by law and by the Bylaws of the Company. The Executive Committee shall keep full and fair account of its transactions. All actions by the Executive Committee shall be reported to the Board of Directors at its next meeting succeeding each action. All actions shall be subject to revision and alteration by the Board of Directors in accordance with the resolution establishing the Executive Committee. The Executive Committee’s Charter was established by Board resolution dated April 17, 2003. The Committee shall review and update this Charter periodically as conditions dictate.
The Executive Committee members shall be the Chairman and CEO, the Lead Independent Director and the chairmen of the Audit, Compensation, Corporate Responsibility and Governance Committees. All vacancies in the Executive Committee shall be filled by the Board of Directors and serve until their successors shall be duly elected and qualified.
The Committee shall meet as required. Time permitting, agendas shall be distributed to the Committee prior to each meeting. Meetings are to be attended only by the members of the Committee. Others may attend only at the invitation of the Chairman of the Board. The Executive Committee may take action in lieu of a meeting by obtaining unanimous written consent of all Committee members.
4.
Responsibilities and Duties
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The Executive Committee will perform the following functions:
1. Formulate policies to be followed in planning and conducting the business and affairs of the Company.
2. Act as directed by or on behalf of the Board of Directors during intervals between the meetings of the Board of Directors.
3. Review and investigate other matters as directed by the Board of Directors.
4. Take action on such matters delegated to the Committee by the Board.
rev.4.28.11
