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The Sustainability Committee
The Sustainability Committee of the Board of Directors
has the following primary duties and responsibilities: (i)
to provide assistance to the Board in fulfilling its
responsibility to the shareholders in regards to the
policies and practices that relate to the sustainable
growth of the U.S. operation of the Company and its
subsidiaries; (ii) to oversee the Company's sustainability
plans and practices, including its internal policies and
procedures as well as its public-facing corporate policy;
and (iii) to review and discuss with management the
Company's environmental activities and impacts. The
Sustainability Committee assists management in setting
strategy,
establishing
goals
and
integrating
sustainability into the daily business activities of the
Company’s U.S. operation, including the formulation
and implementation of policies, procedures and
practices that permit the Company to respond to
evolving public sentiment and government regulation in
the areas of environmental stewardship, energy use,
recycling and carbon emissions, that foster the
sustainable growth of the Company’s U.S. operation.
"Sustainable growth" means the ability to meet the
needs of our shareholders and customers while taking
into account the needs of future generations.
"Sustainable growth" also equates to the long-term
preservation and enhancement of the Company’s
financial, environmental and social capital.
The Sustainability Committee is composed of Elizabeth
J. Hudson (Chair), W. Paul Bowers, and Barbara K.
Rimer, DrPH. All members of the Sustainability
Committee are “outside” Directors as defined by
Section 162(m), “Non-employee Directors” within the
meaning of Rule 16b-3 under the Exchange Act, and
independent Directors under the applicable NYSE
listing standards. The Sustainability Committee
operates under a written charter adopted by the Board
of Directors. The Sustainability Committee met twice
during 2014.
Compensation Committee Interlocks and Insider Participation
During 2014, the members of the Company’s
Compensation Committee were Robert B. Johnson
(Chairman), David Gary Thompson, and Douglas W.
Johnson. None of such persons is a current or former
employee or officer of the Company or any of its
subsidiaries. No member of the Compensation
Committee serving during 2014 had any relationship
requiring disclosure under the section titled “Related
Person Transactions” in this Proxy Statement. During
2014, no member of the Compensation Committee was
an executive officer of another entity on whose
compensation committee or board of directors any
executive officer of the Company served. During 2014,
no Director was an executive officer of another entity on
whose compensation committee any executive officer of
the Company served.
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