Not exact matches
Meanwhile, a key federal advisory
board focused on driverless - car technology — a
committee comprised of top executives from Apple, Ford, GM, Lyft and
other tech and auto giants — has fallen entirely inactive, four sources told Recode.
Regulators, shareholders and
other stakeholders want to see how and why the
committee and
board made the decisions it did, in clear non-legal language.
When consumers and the financial industry do come on
board, the
Committee advises regulating it much like
other financial services products, like supervising bitcoin exchanges with «requirements for business continuity planning,» and «a forum for fraud prevention and disclosure of bitcoin's risks and costs.»
According to The Hill, the Banking
Committee did approve four
other nominees to the Ex-Im
board.
Chair reporting to the full
board: Does the audit
committee chair (and
other committee chairs overseeing non-financial risk) submit a written report that enables non-
committee members to understand the deliberations, recommendations and reporting, and ask questions and receive satisfactory answers?
After the financial crisis of 2008, the Dodd - Frank Act ensured that compensation consultants were hired by the
board's compensation
committee and not hired by or unduly influenced by the CEO or
other management.
The
other four banks» spokespeople did not respond to queries requesting information on their
board processes and whether a specific
committee is in charge.
Supported by
other members of the management team, Newell organized a call with the
board's strategic
committee.
A central theme throughout the compensation debate has been that
boards and compensation
committees — particularly in the U.S. and U.K. (but also elsewhere)-- have been incapable or unwilling to address the uncontrolled disparity between pay of CEOs compared to that of
other senior management and, in particular, the pay of average workers, even throughout the financial crisis.
In the proxy for investors, the
board's role in succession goes unmentioned,
other than the compensation
committee's role to «provide compensation and benefit programs that... support career development and succession goals.»
CtW, among
others, has called for the
board to appoint a separate food safety
committee.
We discussed with PricewaterhouseCoopers matters that independent registered public accounting firms must discuss with audit
committees under generally accepted auditing standards and standards of the Public Company Accounting Oversight Board («PCAOB»), including, among other things, matters related to the conduct of the audit of the Company's consolidated financial statements and the matters required to be discussed by PCAOB AU 380 (Communications with Audit Co
committees under generally accepted auditing standards and standards of the Public Company Accounting Oversight
Board («PCAOB»), including, among
other things, matters related to the conduct of the audit of the Company's consolidated financial statements and the matters required to be discussed by PCAOB AU 380 (Communications with Audit
CommitteesCommittees).
In the future, our Compensation
Committee and
board of directors may consider awarding such additional or alternative forms of awards to our executive officers, although no decision to use such
other forms of award has yet been made.
Non-Employee Directors do not receive any
other compensation for serving on any
committee or attending
Board or
committee meetings.
The Audit
Committee has met with the internal auditors and independent registered public accounting firm, separately and together, with and without management present, to discuss IBM's financial reporting process and internal accounting controls in addition to
other matters required to be discussed by the statement on Auditing Standards No. 16, Communications with Audit
Committees, as adopted by the Public Company Accounting Oversight
Board (PCAOB), as may be modified or supplemented.
Mr. Meresman was selected to serve as a director on our
board of directors due to his background as chair of the audit
committee of
other public companies and his financial and accounting expertise from his prior extensive experience as chief financial officer of two publicly traded corporations.
Also, if a majority of the
Board is comprised of persons
other than (i) persons for whose election proxies were solicited by the
Board; or (ii) persons who were appointed by the
Board to fill vacancies caused by death or resignation or to fill newly - created directorships («
Board Change»), unless the
Committee or
Board determines otherwise prior to such
Board Change, then participants immediately prior to the
Board Change who cease to be employees or non-employee directors within six months after such
Board Change for any reason
other than death or permanent disability generally have their (i) options and stock appreciation rights become immediately exercisable and to the extent not canceled or cashed out, generally have at least six months to exercise such awards; (ii) restrictions with respect to restricted stock and RSRs lapse and generally shares are delivered; and (iii) performance shares and performance units pay out pro rata based on performance through the end of the last calendar quarter before the time the participant ceased to be an employee.
While our
Board does not anticipate that any of the director nominees will be unable to stand for election as a director nominee at our Annual Meeting, if that occurs, proxies will be voted in favor of such
other person or persons as may be recommended by our Corporate Governance and Nominating
Committee and designated by our
Board.
The Nominating and Corporate Governance
Committee is responsible for, among
other things, determining the criteria for membership to the
Board and recommending candidates for election to the
Board.
Mr. Hernandez also has extensive experience in the banking and financial services industry, as well as banking and related financial management expertise as a former member of the
boards and audit
committees of two
other large financial institutions, Great Western Financial Corporation from 1993 to 1997 and Washington Mutual, Inc. from 1997 to 2002.
These discussions included a review of the reasonableness of significant judgments, the quality, not just acceptability, of the Company's accounting principles and such
other matters as are required to be discussed with the audit
committee by Statement on Auditing Standards (SAS) No. 61, as amended (Communications with Audit
Committees), by the Auditing Standards
Board of the American Institute of Certified Public Accountants.
The decision to engage these
other Marsh subsidiaries for these
other services was made by management and was not approved by the
Board of Directors; however, the compensation
committee received periodic updates on the nature and scope of the services provided to the Company by the Marsh subsidiaries.
Effective on June 16, 2015, the Corporate Governance
Committee and the
Board of Directors of the Company amended and restated the Code to, among
other things, reflect the following amendments: (1) added a new Whistleblower Exception provision under the Confidentiality section; (2) modified the provision regarding Protection of Covered Persons to clarify that such protections apply to any Covered Person who provides information or makes
other disclosures that are protected under whistleblower provisions; and (3) updated the policy reference to the Franklin Templeton Investments Social Media Guidelines Policy.
We believe that Mr. Meresman is qualified to serve as a member of our
board of directors and chair of our audit
committee due to his background as a member of the
board and chair of the audit
committee of
other public companies and his financial and accounting expertise from his prior extensive experience as chief financial officer of two publicly traded companies.
Perform any
other duties or responsibilities expressly delegated to the
Committee by the
Board from time to time relating to the Company's compensation programs.
In addition to meeting the criteria for independence described above, each member of the
Board's Audit and Finance
Committee must not, except in his or her capacity as a member of the
Board or one of its
committees, accept, directly or indirectly, any consulting, advisory or
other compensation from the Company, or be an affiliated person of the Company or any of its subsidiaries.
The
Committee shall receive appropriate funding from the Company, as determined by the Committee in its capacity as a committee of the Board, for the payment of compensation to its compensation consultants, outside legal counsel and any other
Committee shall receive appropriate funding from the Company, as determined by the
Committee in its capacity as a committee of the Board, for the payment of compensation to its compensation consultants, outside legal counsel and any other
Committee in its capacity as a
committee of the Board, for the payment of compensation to its compensation consultants, outside legal counsel and any other
committee of the
Board, for the payment of compensation to its compensation consultants, outside legal counsel and any
other advisors.
Our
board of directors has affirmatively determined that Messrs. Vivian and Guillemin meet the definition of «independent director» for purposes of serving on an audit
committee under Rule 10A - 3 and the New York Stock Exchange rules, and we intend to comply with the
other independence requirements within the time periods specified.
The
Committee is governed by the same rules regarding meetings (including meetings in person or by telephone or
other similar communications equipment), action without meetings, notice, waiver of notice, and quorum and voting requirements as are applicable to the
Board.
The
board and the talent and compensation
committee, based on recommendations of the Ad Hoc Committee, have determined that the deficient control environment, among other things, would impact executive compensation decisions with respect to 2015 compensation for certain members of senior ma
committee, based on recommendations of the Ad Hoc
Committee, have determined that the deficient control environment, among other things, would impact executive compensation decisions with respect to 2015 compensation for certain members of senior ma
Committee, have determined that the deficient control environment, among
other things, would impact executive compensation decisions with respect to 2015 compensation for certain members of senior management.
The Audit
Committee reviewed and discussed with the independent registered public accounting firm the audited consolidated financial statements for the fiscal year ended May 31, 2014, the firm's judgments as to the acceptability and quality of FedEx's accounting principles and such
other matters as are required to be discussed with the Audit
Committee under the standards of the Public Company Accounting Oversight
Board (United States)(the «PCAOB»), including those matters required to be discussed by Auditing Standard No. 16, Communications with Audit
Committees.
The purpose of the
Board's Compensation
Committee, which is composed solely of independent directors, is to help discharge this responsibility by, among
other things:
The Chairman of the
Board, President and Chief Executive Officer, who attends most meetings of the Compensation
Committee by invitation of the
Committee's chairman, assists the
Committee in determining the compensation of all
other executive officers by, among
other things:
Many directors also have experience serving as executive officers, or on
boards of directors and
board committees of
other public companies, and have an understanding of corporate governance practices and trends.
It is one of the four variables included in the economic projections of Federal Reserve
Board members and Bank presidents for every
other Federal Open Market
Committee (FOMC) meeting.
The
board selected by Start - Up Chile, the CORFO
Committee of Entrepreneurship and a select few
others.
The Nominating & Governance
Committee considers and evaluates a director candidate recommended by a stockholder in the same manner as a nominee recommended by a
Board member, management, search firm or
other sources.
Among
other things, the compensation
committee will review, and will make recommendations to the
board of directors regarding, the compensation and benefits of our executive officers.
Effective January 1, 2011, upon the recommendation of the GNC, the
Board increased to $ 25,000 the annual fee paid to the chair of each standing
Board committee other than the AEC, which remained at $ 30,000; set at $ 25,000 the annual fee paid to the chairs of the CRC and Risk Committee, which were formed effective January 1, 2011; eliminated the annual stock option grant; and increased the value of the annual stock award to $
committee other than the AEC, which remained at $ 30,000; set at $ 25,000 the annual fee paid to the chairs of the CRC and Risk
Committee, which were formed effective January 1, 2011; eliminated the annual stock option grant; and increased the value of the annual stock award to $
Committee, which were formed effective January 1, 2011; eliminated the annual stock option grant; and increased the value of the annual stock award to $ 140,000.
Stockholders and
other interested parties may communicate directly with any member (including the Lead Independent Director) or
committee of the
Board of Directors by writing to: FedEx Corporation
Board of Directors, c / o Corporate Secretary, 942 South Shady Grove Road, Memphis, Tennessee 38120.
The Enterprise Compensation
Committee discharges the
board of directors» responsibilities relating to the compensation of our executives and directors; reviews and discusses with management the Compensation Discussion and Analysis and performs
other reviews and analyses and makes additional disclosures as required of compensation
committees by the rules of the SEC or applicable exchange listing requirements; provides general oversight of our compensation structure, including our equity compensation plans and benefits programs, and confirms that these plans and programs do not encourage risk taking that is reasonably likely to have a material adverse effect on Hewlett Packard Enterprise; reviews and provides guidance on our human resources programs; and retains and approves the retention terms of the Enterprise Compensation
Committee's independent compensation consultants and
other independent compensation experts.
Monetary policy is the process through which the monetary authority (central bank, currency
board, or
other regulatory
committee) of a country controls the size and rate of growth of the money supply, which in turn affects interest rates.
Monetary policy consists of the actions of a central bank, currency
board or
other regulatory
committee that determine the size and rate of growth of the money supply, which in turn affects interest rates.
Mr. Albano is on the Commercial Real Estate Finance Council's
Board of Governors, is the Chair of the CREFC Portfolio Lenders Bank Forum, serves as a co-Chair of a leading Commercial Real Estate Political Action
Committee and is actively involved in numerous
other industry organizations.
Our Nomination and Governance
Committee evaluates and considers director nominees proposed by our stockholders in the same manner as a nominee recommended by a
Board member, management, search firm or
other source.
If the
Committee decides, on the basis of its preliminary review, to proceed with further consideration, members of the
Committee, as well as
other members of the
Board as appropriate, interview the nominee.
Other specific duties and responsibilities of the HR and Compensation Committee include reviewing senior management selection and overseeing succession planning, including reviewing the leadership development process; reviewing and approving objectives relevant to executive officer compensation and evaluating performance and determining the compensation of executive officers in accordance with those objectives; approving severance arrangements and other applicable agreements for executive officers; overseeing HP's equity and incentive compensation plans; overseeing non-equity-based benefit plans and approving any changes to such plans involving a material financial commitment by HP; monitoring workforce management programs; establishing compensation policies and practices for service on the Board and its committees, including annually reviewing the appropriate level of director compensation and recommending to the Board any changes to that compensation; developing stock ownership guidelines for directors and executive officers and monitoring compliance with such guidelines; and annually evaluating its performance and its cha
Other specific duties and responsibilities of the HR and Compensation
Committee include reviewing senior management selection and overseeing succession planning, including reviewing the leadership development process; reviewing and approving objectives relevant to executive officer compensation and evaluating performance and determining the compensation of executive officers in accordance with those objectives; approving severance arrangements and
other applicable agreements for executive officers; overseeing HP's equity and incentive compensation plans; overseeing non-equity-based benefit plans and approving any changes to such plans involving a material financial commitment by HP; monitoring workforce management programs; establishing compensation policies and practices for service on the Board and its committees, including annually reviewing the appropriate level of director compensation and recommending to the Board any changes to that compensation; developing stock ownership guidelines for directors and executive officers and monitoring compliance with such guidelines; and annually evaluating its performance and its cha
other applicable agreements for executive officers; overseeing HP's equity and incentive compensation plans; overseeing non-equity-based benefit plans and approving any changes to such plans involving a material financial commitment by HP; monitoring workforce management programs; establishing compensation policies and practices for service on the
Board and its
committees, including annually reviewing the appropriate level of director compensation and recommending to the
Board any changes to that compensation; developing stock ownership guidelines for directors and executive officers and monitoring compliance with such guidelines; and annually evaluating its performance and its charter.
The Compensation
Committee is responsible for reviewing and approving corporate goals and objectives relevant to the compensation of the Company's Chief Executive Officer, evaluating the performance of the Chief Executive Officer and, either as a committee or together with the other independent members of the Board, determining and approving the compensation level for the Chief Executive
Committee is responsible for reviewing and approving corporate goals and objectives relevant to the compensation of the Company's Chief Executive Officer, evaluating the performance of the Chief Executive Officer and, either as a
committee or together with the other independent members of the Board, determining and approving the compensation level for the Chief Executive
committee or together with the
other independent members of the
Board, determining and approving the compensation level for the Chief Executive Officer.
Mr Bolles is currently Deputy Chair The University of Melbourne FBE Alumni Council,
Board member and Audit
Committee Chair Road Trauma Support Services Victoria, Independent Chair Australian Dairy Farmers Audit, Risk and Compliance; and Remuneration
Committees, Advisory
Board member The Salvation Army State Social Command Victoria, Prequalified Audit and Risk
Committee Independent Member for NSW Government, Registered Director Tasmanian Government Department of Treasury and Finance, past member of CPA / Victorian Government Problem Gambling Advisory
Board and of
others.
Honorary Members may also be eligible for appointment to
committees as a member and / or co-chair, with the right to vote within the
committee, and shall have such
other rights and privileges as may be designated by the
Board of Directors.