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reporting to the Board, at least annually, with
respect to matters related to key enterprise
risks and risk management areas of
concentration.
The Audit and Risk Committee also pre-approves audit
and non-audit services provided by the Company’s
independent registered public accounting firm and pre-
approves or ratifies all related person transactions that
are required to be disclosed in the Company’s annual
proxy statement. In addition, it is the responsibility of
the Audit and Risk Committee to select, oversee,
evaluate, determine funding for, and, where
appropriate, replace or terminate the independent
registered public accounting firm. At least annually, the
Audit and Risk Committee reviews the services
performed and the fees charged by the independent
registered public accounting firm.
The independent registered public accounting firm has
direct access to the Audit and Risk Committee and may
discuss any matters that arise in connection with its
audits, the maintenance of internal controls, and any
other matters relating to the Company’s financial affairs.
The Audit and Risk Committee may authorize the
independent registered public accounting firm to
investigate any matters that the Audit and Risk
Committee deems appropriate and may present its
recommendations and conclusions to the Board.
The Audit and Risk Committee is composed of Douglas
W. Johnson (Chairman and financial expert), W. Paul
Bowers (financial expert), Charles B. Knapp, Joseph L.
Moskowitz (financial expert), and Melvin T. Stith. All
Audit and Risk Committee members qualify as “outside”
Directors as defined by Section 162(m) (“Section
162(m)”) of the Internal Revenue Code of 1986, as
amended (the “IRC”), “Non-employee Directors” within
the meaning of Rule 16b-3 under the Exchange Act,
and independent Directors under the NYSE listing
standards. The Audit and Risk Committee operates
under a written charter adopted by the Board of
Directors. The Audit and Risk Committee met thirteen
times during 2015.
The Compensation Committee
The responsibilities of the Compensation Committee
include the following: (i) to review, at least annually, the
goals and objectives of the Company’s executive
compensation plans; (ii) to evaluate annually the
performance of the CEO with respect to such goals and
objectives; (iii) to determine the CEO’s compensation
level based on this evaluation; (iv) to evaluate annually
the performance of the other executive officers of the
Company in light of such goals and objectives, and set
their compensation levels based on this evaluation and
the recommendation of the CEO; (v) to review the
Company’s incentive compensation programs to
determine whether they encourage excessive risk
taking, and evaluate compensation policies and
practices that could mitigate any such risk; and (vi) to
review the Company’s general compensation and
benefit plans with respect to the goals and objectives of
these plans. The Compensation Committee also
reviews and approves compensation levels, equity-
linked incentive compensation, and annual incentive
awards, sometimes referred to as non-equity incentives,
under the Company’s Management Incentive Plan
(“MIP”) for all executive officers including those who are
members of the Board.
With respect to Non-employee Director compensation,
the Compensation Committee recommends to the
Board a policy regarding Non-employee Director
compensation and has recommended to the Board
Non-employee Director compensation consistent with
such policy. From time to time the Board may create a
Special Purpose Committee made up of Non-employee
Directors; remuneration for service on these
committees is recommended by the Compensation
Committee. The Board makes final determinations
regarding Non-employee Director compensation.
The Compensation Committee retains a nationally
recognized compensation consultant, Mercer LLC (the
“Consultant”), to assist and advise the Compensation
Committee in its deliberations regarding executive
compensation. The Consultant works with the
Compensation Committee in the review of executive
compensation practices, including the competitiveness
of pay levels, design issues, market trends, and other
technical considerations.
The Consultant typically assists in the following areas:
providing comparative company performance to
determine CEO pay;
providing an evaluation of the competitiveness
of the Company’s executive compensation and
benefit programs;
reviewing plan design issues along with
recommending improvement opportunities;
apprising the Compensation Committee of
trends and developments in the marketplace;
assessing the relationship between executive
pay and performance;
assessing proposed performance goals and
ranges for incentive plans;
providing comparative company data to
determine NEO compensation;
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