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Audit Committee
. The Audit Committee consists of Messrs. Fischer (Chairperson) and Stoelting
and Ms. Warner. Each of the members of the committee is independent as defined by the NYSE listing
standards and the rules of the Securities and Exchange Commission (the “SEC”). The Board has
determined that each of Messrs. Fischer and Stoelting qualifies as an “audit committee financial expert”
as defined in SEC rules and meets the expertise requirements for audit committee members under the
NYSE listing standards. The principal functions performed by the Audit Committee, which met five times
in person in 2014, are to assist the Board in monitoring the overall quality of the Company’s financial
statements and financial reporting, our independent registered public accounting firm’s qualifications
and independence, our accounting controls and policies, the performance of our internal audit function
and independent registered public accounting firm, and our compliance with legal and regulatory
requirements. The Audit Committee has the sole authority to appoint, retain, compensate and
terminate our independent registered public accounting firm and to approve the compensation paid to
our independent registered public accounting firm. The Audit Committee has presented to shareholders
for ratification at the Annual Meeting its selection of our independent registered public accounting firm
for 2015. See “Proposal 5: Ratification of Deloitte & Touche LLP as Our Independent Registered Public
Accounting Firm for 2015.”
One member of the Audit Committee, Mr. Fischer, serves on the audit committees of three
other public companies. On January 24, 2015, the Board of Directors considered what it believes to be
all of the relevant facts and responsibilities relating to such simultaneous service by Mr. Fischer and
affirmatively determined that the simultaneous service would not impair Mr. Fischer’s ability to serve
effectively on our Audit Committee.
Compensation and Human Resources Committee
. The Compensation and Human Resources
Committee consists of Messrs. Doerr (Chairperson), Foate and Burt. Each of the members of the
Compensation and Human Resources Committee is independent as defined by the NYSE listing
standards. The principal functions of the Compensation and Human Resources Committee, which met
five times in 2014, are to help develop our overall compensation philosophy; administer our incentive
compensation plans (including our equity incentive plans); determine and approve the compensation of
the Chief Executive Officer and the other principal corporate officers; review and monitor succession
and leadership development planning; and review, formulate, recommend and administer short‐ and
long‐range compensation programs for the principal corporate officers and key employees. A more
complete description of our Compensation and Human Resources Committee’s practices can be found in
the Compensation Discussion and Analysis section of this Proxy Statement. The Compensation and
Human Resources Committee from time to time uses independent compensation consultants to assist
the Committee in the performance of its responsibilities. As part of its evaluation of potential
compensation consultants, the Committee considers all factors relevant to the consultant’s
independence from management and potential conflicts of interest in accordance with applicable SEC
rules and NYSE listing standards. After selecting an independent compensation consultant, the
Committee periodically meets with that consultant throughout the year at such times as the Committee
deems appropriate, and receives reports and advice from the consultant on matters of executive
compensation. In 2014, the Committee selected Towers Watson & Co to serve as its independent
compensation consultant. Towers Watson & Co does not perform any other services for us or our
named executive officers other than the services provided at the direction of the Committee.
Corporate Governance and Director Affairs Committee
. The Corporate Governance and Director
Affairs Committee consists of Messrs. Sachdev (Chairperson) and Burt and Ms. Chaibi. Ms. Chaibi
replaced Mr. Foate on the Committee upon her appointment to our Board in November 2014. Each of