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Committees

The Board of Directors has established four committees: the Audit Committee, the Leadership Development and Compensation Committee, the Nominating and Corporate Governance Committee, and the Risk and Compliance Committee.

凯发登录The Board has determined that all committee members qualify as independent directors under the applicable rules of the New York Stock Exchange, the Sarbanes-Oxley Act of 2002, as amended, and the rules and regulations promulgated by the SEC.

The Audit Committee

Tasks:

凯发登录Provide assistance to the Board of Directors in fulfilling its oversight responsibility relating to:

  • the integrity of the company’s financial statements and the financial reporting process,
  • the systems of internal control over financial reporting and management’s monitoring and control of enterprise risk,
  • the performance of the internal audit function,
  • the independent auditors’ performance, qualifications and independence,
  • the company’s compliance with legal and regulatory requirements, and
  • the preparation of the report to be prepared by the Committee pursuant to the rules of the SEC for inclusion in the company’s annual proxy statement.

Members: Ted Senko (Chair), Hasse Johansson, David E. Kepler and Min Liu
Charter: Audit Committee Charter

The Leadership Development and Compensation Committee

Tasks:

  • Oversee the company’s compensation and employee benefit plans and practices,
  • Review and discuss with management the company’s compensation discussion and analysis (CD&A) to be included in the company’s annual proxy statement or annual report on Form 10-K filed with the SEC,
  • Oversee management succession planning and leadership development, and
  • Prepare the Compensation Committee Report as required by the rules of the SEC.

Members: James M. Ringler (Chair), Leif Johansson, Min Liu and Xiaozhi Liu
Charter: Leadership Development and Compensation Committee Charter

The Nominating and Corporate Governance Committee

Tasks:

  • Recommend to the Board individuals qualified to serve as directors of the company and on committees of the Board,
  • Advise the Board with respect to the Board composition, procedures and committees,
  • Develop and recommend to the Board a set of corporate governance principles applicable to the company, and
  • Oversee the evaluation of the Board and company management.

Members: Leif Johansson (Chair), Franz-Josef Kortüm, Hasse Johansson, and Ted Senko
Charter: Nominating and Corporate Governance Committee Charter

The Risk and Compliance Committee

Tasks:
Oversee the corporation’s programs with respect to:

  • compliance with the laws and regulations applicable to the corporation’ business,
  • compliance with the corporation’s Standards of Business Conduct and Ethics and related policies by employees, officers, directors and other agents and associates of the corporation that are designed to support lawful and ethical business conduct by the corporation and its employees and promote a culture of compliance, and
  • reviewing, together with management, the corporation’s enterprise risk management programs and practices.

Members: : David E. Kepler (Chair), Franz-Josef Kortüm, Xiaozhi Liu, and James M. Ringler
Charter: Risk and Compliance Committee Charter