Audit Committee. This Committee is responsible for retaining and overseeing our independent accountants, approving the services performed by them and reviewing our annual financial statements, accounting policies and our system of internal controls. The Audit Committee consists of three members, William C. Mills III (Chairman), Lionel Carnot, and Joseph Landstra each of whom meets the independence requirements for Audit Committee members under the NYSE Stock Exchange rules. The Board has determined that both Mr. Mills and Mr. Landstra are “audit committee financial experts” as the Securities and Exchange Commission has defined that term in Item 401 of Regulation S-K. The Audit Committee currently operates pursuant to a written charter adopted and approved by the Board of Directors in July 2008.
Compensation Committee. This Committee reviews our compensation philosophy and programs, exercises authority with respect to the payment of direct salaries and incentive compensation to our directors and officers and makes recommendations to the Board of Directors regarding stock option grants under our Employee Stock Compensation Plans. This Compensation Committee currently consists of Dayton Misfeldt (Chairman) and William C. Mills III. The compensation committee currently operates pursuant to a written charter adopted and approved by the Board of Directors in July 2008.
Nominating Committee. The Nominating Committee currently consists of Lionel Carnot. This committee’s role is to make recommendations to the full Board as to the size and composition of the Board and to make recommendations as to particular nominees. The Nominating Committee may consider candidates recommended by stockholders as well as from other sources such as other directors or officers, third party search firms or other appropriate sources. For all potential candidates, the Nominating Committee may consider all factors it deems relevant, such as a candidate’s personal integrity and sound judgment, business and professional skills and experience, independence, knowledge of the industry in which we operate, possible conflicts of interest, diversity, the extent to which the candidate would fill a present need on the Board, and concern for the long-term interests of the stockholders. In general, persons recommended by stockholders will be considered on the same basis as candidates from other sources. The Nominating Committee currently operates pursuant to a written charter adopted and approved by the Board of Directors in July 2008.