Committee Charting

Ann W. Bresnahan Robin A. Sawyer, CPA Craig N. Denekas Gregory A. Dufour David C. Flanagan S. Catherine Longley David J. Ott James H. Page, Ph.D. Carl John Soderberg Lawrence J. Sterrs Committee Description Charter Documents Committee Description Charter Documents Committee Description Committee Description Charter Documents Committee Description
Audit Committee CC
The Audit Committee assists the Board of Directors in overseeing the integrity of the Company’s financial reports; the Company’s compliance with legal and regulatory requirements; the qualifications and independence of the Company’s independent accountants; and the performance of the Company’s internal audit function and independent accountants. The Audit Committee meets each quarter with the Company’s independent accountants and management to review the Company’s interim financial results before the publication of quarterly earnings press releases. On a quarterly basis, the Audit Committee also reviews the adequacy of the Company’s internal controls and summaries of regulatory examinations to assess the Company’s program for complying with laws and regulations. The Audit Committee also meets separately each quarter in executive session with the independent accountants. The Audit Committee oversees and approves the selection and performance of the Internal Auditors and reviews and approves the Company’s internal audit plan. Annually the Audit Committee also reviews and updates the Committee charter; reviews and evaluates Committee performance; and participates in the preparation of the audit report contained in this Proxy Statement.
Audit Committee Charter
Compensation Committee CC CB
The Compensation Committee assists the Board of Directors in discharging the Board’s responsibilities relating to compensation of the Company’s directors and executives, and oversees the Company’s overall compensation and benefit programs. The Compensation Committee also reviews the Company’s incentive compensation and other equity plans and recommends changes to the plans as needed. The Compensation Committee reviews all compensation components for the Company’s Chief Executive Officer and other executive officers, including base salary, annual incentive, long-term incentives, benefits and other perquisites. In addition to reviewing competitive market factors, the Compensation Committee also examines the total compensation mix, and how all elements, in the aggregate, comprise the executive’s total compensation package. Decisions by the Compensation Committee with respect to the compensation of executive officers are approved by the full Board of Directors.
Compensation Committee Charter
Capital Planning Committee CC
The Capital Planning Committee assists the Board of Directors in discharging the Board’s responsibilities relating to management of capital for the Company and its subsidiaries, and coordinates capital generation and deployment activities.
Corporate Governance & Risk Committee CB CC
The Corporate Governance Committee assists the Board of Directors by identifying and recommending individuals qualified to serve as directors of the Company, and as chairs and members of committees of the Board of Directors. The Corporate Governance Committee is also responsible for certain corporate governance practices, including the development of ethical conduct standards for our directors, officers and employees and an annual evaluation to determine whether the Board of Directors and its committees are functioning effectively. The Corporate Governance Committee also oversees the risk management practices and oversight for the Company. The Corporate Governance Committee annually reviews the Company’s Risk Management Policy and Risk Assessment Process and then recommends the policy to the Board for approval. It is the intent of the Company and its Board of Directors to ensure, through this Policy, which identifies our major areas of risk, and related policies, procedures and programs to manage those risks, that it has a sound, quality enterprise risk management program that identifies, measures, monitors, eliminates, mitigates and controls risk in the Company’s systems, processes, and people.
Corporate Governance and Risk Committee Charter
Technology Committee CC CB
The Technology Committee assists the Board of Directors in discharging the Board’s responsibilities relating to management of technology efforts to meet current strategic needs as well as position itself to anticipate future requirements that are a result of organizational growth and technology innovations.
Audit Committee Compensation Committee Capital Planning Committee Corporate Governance & Risk Committee Technology Committee
Ann W. Bresnahan
Robin A. Sawyer, CPA CC
Craig N. Denekas
Gregory A. Dufour
David C. Flanagan CC
S. Catherine Longley CC
David J. Ott
James H. Page, Ph.D. CC
Carl John Soderberg
Lawrence J. Sterrs CB CB CC CB
CC= Chairperson
CB= Chairman Of The Board
= Member
*To view the charter documents, click on committee name.