Board Committees


The primary purpose of the Audit Committee is to assist the Corporation’s Board in discharging its oversight and evaluation responsibilities. In particular, the Audit Committee oversees the financial reporting process to ensure the balance, transparency and integrity of the Corporation’s published financial information. The Audit Committee also reviews and reports to the board on the quality and integrity of the Corporation’s consolidated financial statements and other financial information; compliance with legal and regulatory requirements related to financial reporting; the effectiveness of the systems of control (including risk management) established by management to safeguard the assets (real and intangible) of the Corporation’s and its subsidiaries; the proper maintenance of accounting and other records; annual and quarterly interim financial information; the independent audit process, including recommending the appointment and compensation of the external auditor, and assessing the qualifications, performance and independence of the external auditor; the performance and objectivity of the Corporation’s internal audit function; all non-audit services; the development and maintenance of procedures for the receipt, retention and treatment of complaints received by the Corporation regarding accounting, internal accounting controls or auditing matters and the confidential anonymous submission by employees of the Corporation and its subsidiaries of concerns regarding questionable accounting or auditing matters; the review of environment, insurance and other liability exposure issues relevant to the affairs of the Corporation; and any additional matters delegated to the committee by the board of directors. The Audit Committee is composed of Messrs. Solursh, Richards, and Shenk.



The Compensation and Governance Committee is responsible for, among other things: (i) identifying individuals qualified to become members of the Board, consistent with criteria established by the Board; (ii) recommending that the Board select the director nominees for the next annual meeting of Shareholders; (iii) developing and recommending to the board a set of corporate governance principles applicable to the Corporation; and (iv) overseeing the evaluation of the Board and senior management. In addition, among other things, the committee will be responsible for developing and recommending to the Board: (i) the Corporation’s approach to corporate governance, including a set of governance principles and guidelines and (ii) a comprehensive orientation and continuing education program for new Directors. In addition, subject to Board approval, the committee will be responsible for reviewing and updating the Code with a view to complying with applicable law and ensuring that management has established a system to enforce the Code. The Compensation and Governance Committee assists the directors in their oversight of executive and director compensation, including with respect to: (i) reviewing and approving compensation of the Corporation’s Chief Executive Officer; (ii) recommending to the board non-Chief Executive Officer compensation, incentive-based plans and equity-based plans; (iii) approving and monitoring share ownership policies; and (iv) reviewing compensation disclosure in public documents, in accordance with applicable rules and regulations. The Compensation and Governance Committee is composed of Messrs. Solursh, Richards and Dalton.