• Oversees the integrity of the financial statements and internal controls, including review of the scope and the results of the audits of the internal and independent auditors
• Appoints the independent auditors and evaluates their independence and performance
• Reviews the organization, performance and adequacy of the internal audit function
• Pre-approves all audit, audit-related, tax and other services to be provided by the independent auditors
• Oversees the Company’s compliance with legal, ethical and regulatory requirements
• Discusses with management and the auditors the policies with respect to risk assessment and risk management, including major financial risk exposures
• Monitors the Company's risks relating to cybersecurity (see also Cybersecurity Advisory Subcommittee Charter)

Christopher L. Ayers
Sean O. Mahoney
E. Stanley O'Neal
Ulrich R. Schmidt - Chair

• Establishes the Chief Executive Officer’s compensation based upon an evaluation of performance in light of approved goals and objectives
• Reviews and approves the compensation of the Company’s officers
• Oversees the implementation and administration of the Company’s compensation and benefits plans, including pension, savings, incentive compensation and equity-based plans
• Reviews and approves general compensation and benefit policies
• Approves the Compensation Discussion and Analysis for inclusion in the proxy statement
• Has the sole authority to retain and terminate a compensation consultant, as well as to approve the consultant’s fees and other terms of engagement
• Has the authority to obtain advice and assistance from legal, accounting or other advisors

The Compensation and Benefits Committee may form and delegate its authority to subcommittees when appropriate including subcommittees of management). Executive officers do not determine the amount or form of executive or director compensation although the Chief Executive Officer provides recommendations to the Compensation and Benefits Committee regarding compensation changes and incentive compensation for executive officers other than himself.

James F. Albaugh - Chair
Amy E. Alving
Rajiv L. Gupta

Reviews and provides advice and counsel to the Board regarding the Company’s capital structure, financing transactions, capital plan, acquisitions and divestitures, share repurchase and dividend programs, policies relating to interest rate, commodity and currency hedging, and employee retirement plans.

Christopher L. Ayers
Sean O. Mahoney - Chair
David J. Miller
E. Stanley O'Neal
Ulrich R. Schmidt

• Identifies individuals qualified to become Board members and recommends them to the full Board for consideration, including evaluating all potential candidates, whether initially recommended by management, other Board members or shareholders
• Makes recommendations to the Board regarding Board committee assignments
• Develops and annually reviews corporate governance guidelines for the Company, and oversees other corporate governance matters
• Reviews related person transactions
• Coordinates an annual performance review of the Board, Board committees and individual director nominees
• Periodically reviews and makes recommendations to the Board regarding director compensation

James F. Albaugh
Amy E. Alving
Rajiv L. Gupta - Chair