Executive Committee Charter
Purpose
The Committee is appointed by the Board to aid the Board in handling
matters which, in the opinion of the Chairman of the Board, should not be
postponed until the next scheduled meeting of the Board.
Committee Membership
The Committee shall consist of no fewer than three members. The members of
the Committee shall be appointed and removed by the Board. A majority of
the members shall constitute a quorum.
Committee Authority and Responsibilities
1. During the interval between meetings of the Board of Directors, the
Committee shall have and may exercise the powers of the Board of Directors
to act upon any matters which, in the opinion of the Chairman of the
Board, should not be postponed until the next previously scheduled meeting
of the Board of Directors; but, to the extent prohibited by law, shall not
have the power or authority of the Board of Directors in reference to (1)
approving or adopting, or recommending to the shareowners, any action or
matter expressly required by the Delaware General Corporation Law to be
submitted to shareowners for approval or (2) adopting, amending or
repealing any By-Law of the Company.
2. The Committee shall also have authority to obtain advice and assistance
from internal or external legal, accounting or other advisors.
3. The Committee shall make regular reports to the Board.
4. The Committee may form and delegate authority to subcommittees when
appropriate.
5. The Committee shall periodically review and reassess the adequacy of
this Charter and recommend any proposed changes to the Board for approval.
6. The Committee shall annually review its own performance.
###
|
|
|
Our Company
