BOARD AND COMMITTEE GOVERNANCE
Our business is managed under the direction of the Board of
Directors. Except for Messrs. Golub and Chenault, none of our Board
members is employed by the Company. The Board limits membership of
the Audit Committee, Compensation and Benefits Committee and
Committee on Directors to non-employee Directors. We keep Board
members informed of our business through discussions with management,
materials we provide to them, visits to our offices and their participation
in Board and Board committee meetings.
During 2000, the Board of Directors met nine times. The Board of
Directors has six committees. All our Directors, except for Mr. Lewis
and Mr. McGinn, attended 75 percent or more of the meetings of the
Board and Board committees on which they served in 2000.
This table lists our committees, the Directors who currently serve
on them and the number of committee meetings held in 2000.
C = Chair
• = Member
Audit Committee. All members of the Audit Committee are
independent directors as defined in the listing standards of The New
York Stock Exchange. The Board of Directors has approved a written
charter governing the Committee, a copy of which is attached to this
proxy statement as Exhibit A. The functions of the Committee are
described in this charter and in the following Report of the Audit
Committee.
