Purpose, Duties, Resources and General Considerations
The Executive Committee (the “Committee”) is appointed by the Board of Directors (the “Board”) pursuant to Article Three, Section 2 of the Corporation’s By-Laws to have, so far as may be permitted by law and except as specifically limited by the Board, all the powers and may exercise all the authority of the Board during the intervals between the meetings thereof.
In carrying out their responsibilities, Committee members are entitled to rely on the accuracy and completeness of information provided by employees and consultants and on their expertise, where applicable, absent their actual knowledge to the contrary.
The Committee will have the appropriate resources and authority to discharge its responsibilities, including the authority to retain and terminate the engagement of such consultants and counsel to advise it as the Committee may deem necessary or helpful in carrying out its responsibilities and to establish the fees and other terms for the retention of such consultants and counsel, such fees to be borne by the Corporation.
Composition, Meetings and Procedures
Subject to the provisions of Article Five of the Corporation’s By-Laws, (a) the Committee will consist of the number of directors who may be appointed to it by the Board from time to time, and (b) Committee members and the Committee Chairman will be appointed annually by the Board on the recommendation of the Corporate Governance and Nominating Committee and serve at the pleasure of the Board.
The Committee may form subcommittees for any purpose and may delegate to such subcommittees or to members of the Corporation’s management such powers and authority as it deems appropriate.
The Committee shall meet as frequently as necessary to fulfill its duties and responsibilities. Minutes of its meetings will be approved by the Committee and maintained by the Corporation on behalf of the Committee. The Committee will report its activities to the Board.