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Executive Committee Charter
BOARD OF DIRECTORS
EXECUTIVE COMMITTEE
CHARTER
Mission Statement
The Executive Committee is appointed by the Board (1) to act on behalf of the Board of Directors in between meetings of the Board of Directors; (2) to assure coordination of activity among the various standing committees of the Board; and (3) to serve as a sounding board for the Chairman of the Board in the overall management of the business and affairs of the Corporation.
Organization
The Executive Committee is a standing committee of the Board of Directors composed of the Chairman of the Board, the Vice Chairman of the Board (if any), past Chairs of the Board who are current Board members, and the Chair of each of the Audit, Compensation, Finance and Corporate Governance committees. The members shall be elected to the Committee by the Board, on the recommendation of the Corporate Governance Committee, annually or as necessary to fill vacancies in the interim. The Chairman of the Board shall serve as Chairperson.
Meetings
The Committee shall hold meetings as the Chairman of the Board shall deem necessary.
Duties
The Committee has the following duties and responsibilities.
- 1. To manage the business and affairs of the Company on behalf of the Board of Directors in the interim between meetings of the Directors, in the course of which the Committee generally will have all of the authority of the Board in the transaction of such business of the Company as, in the judgment of the Committee, may require action before the next regular meeting of the Board;
- 2. The Committee shall make regular reports to the Board, as appropriate;
- 3. The Committee shall review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval; and
- 4. The Committee shall annually review its own performance.
The Board may limit or qualify the powers of the Committee at any time, and may rescind any action of the Committee to the extent that no rights of third persons have intervened.
Effective January 23, 2008
