4.1 Governance structure of the organization, including committees under the highest governance body responsible for specific tasks, such as setting strategy or organizational oversight. – In simple terms, corporate governance determines how a company is directed, administered and controlled. Effective corporate governance is often viewed as an essential part of sustained performance. Our commitment to effective corporate governance is reflected largely in our Principles of Corporate Governance, Principles of Business Conduct, Code of Business Conduct and Ethics for members of the Board, and our charters for the Audit, Directors and Corporate Governance and Human Resources Committees of the Board. Our corporate governance policies and practices comply with Securities and Exchange Commission rules, the listing requirements of the New York Stock Exchange and the corporate governance requirements of the Sarbanes-Oxley Act of 2002, including:
- The Board of Directors has adopted corporate governance policies;
- A majority of the Board members are independent of us and our management;
- All members of the Audit Committee, Human Resources Committee and the Committee on Directors and Corporate Governance are independent;
- The non-management members of the Board meet regularly without the presence of management, and the independent members of the Board meet at least once a year;
- We have a code of business conduct that also applies to our principal executive officer, principal financial officer and principal accounting officer;
- The charters of the Board committees clearly establish their respective roles and responsibilities;
- We have an ethics office with a hotline available to all employees, and our Audit Committee has procedures in place for the anonymous submission of employee complaints on accounting, internal controls or auditing matters.
The Board elects its Chairman and appoints the Company’s CEO. If the Chairman and CEO positions are held by two different people, the Chairman will be one of the independent directors (an “Independent Chairman”). If the same person performs the roles of Chairman and CEO, the Board will establish the position of a Presiding Director.
Board Committee Assignments (PDF)
See page 46 of the 2007 10-K (PDF), Item 10. Directors, Executive Officers and Corporate Governance
