Corporate Governance


  Audit Compensation Finance and Investment Nominating and Corporate Governance Executive
Harry G. Campagna   membericon_chair   membericon_chair membericon_chair
Steven T. Clontz membericon membericon membericon   membericon
Edward B.Kamins membericon   membericon membericon  
William J. Merritt
          
Robert S. Roath membericon_chair membericon membericon_chair   membericon
Robert W. Shaner membericon membericon   membericon  
membericon_chair = Committee Chairman membericon = Committee Member



Audit Committee

The principal function of the Audit Committee is to assist the Board of Directors in their general oversight responsibilities relating to the Company’s corporate accounting, financial reporting practices and integrity of financial reports as well as legal and regulatory compliance therewith. The Audit Committee is responsible for the selection, retention and compensation of the Company’s independent registered public accounting firm, and retains oversight of their independence and performance. The Audit Committee assists in facilitating effective communication between the Board of Directors and the Company’s independent registered public accounting firm, and regularly reports Audit Committee actions to the full Board of Directors. In addition, the Audit Committee oversees the quality of the Company’s internal accounting control structure, maintains procedures for handling complaints, including confidential and anonymous submissions made by employees of the Company regarding the Company’s accounting, internal accounting controls and auditing matters, and is responsible for preparing the Audit Committee Report for inclusion in the Company’s proxy statement.

Audit Committee Charter

Compensation Committee

The primary functions of the Compensation Committee, are to (1) assist the Board of Directors in discharging its responsibilities relating to compensation of the Company’s Chief Executive Officer and other executive officers; (2) oversee the Company’s compensation-related policies and programs and the level of awards to employees; and (3) assist the Board of Directors and the Chairman of the Board of Directors in the review, evaluation and succession planning of the Company’s Chief Executive Officer and other members of senior management. The Compensation Committee is also responsible for preparing an annual report on executive compensation in accordance with applicable securities regulations to be included in the Company’s proxy statement. The Compensation Committee is guided in the execution of its primary functions by the Board of Directors’ philosophy that the interests of key leadership should be aligned with the long-term interests of the Company and its shareholders.

Compensation Committee Charter

Finance and Investment Committee

The primary function of the Finance and Investment Committee (Finance Committee) is to monitor, provide advice and recommend action to the Board of Directors with respect to the investment and financial policies, strategies, and capital structure of the Company.

Finance and Investment Committee Charter

Nominating and Corporate Governance Committee

The primary functions of the Nominating and Corporate Governance Committee (Nominating Committee) are to (1) assist the Board of Directors in identifying and recommending qualified individuals to become Board members and committee members; (2) consider matters of corporate governance and recommend to the Board of Directors changes and modifications to the Company’s Corporate Governance Guidelines; and (3) assist the Board of Directors in the review and evaluation processes employed to assess the Board of Directors’ effectiveness.

Nominating and Corporate Governance Committee Charter

Executive Committee

The Executive Committee holds and is empowered to exercise the authority of the Board of Directors between Board meetings in the management of the business affairs of the Company.



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