The Audit Committee consists of Adam Godfrey (Chair), Daniel Sullivan and R. Scott Trumbull. This committee assists the Board in overseeing our accounting and financial reporting processes and the audits of financial statements. In addition, the Audit Committee will be establishing the scope of the company’s annual audit, review the report and comments of the company’s independent registered public accounting firm, be directly responsible for the appointment, compensation, retention and oversight of the work of our independent registered public accounting firm and will perform any other activities delegated to the committee by the Board of Directors.
The Compensation Committee consists of Robert Grubbs (Chair), Norman Johnson and Daniel Sullivan. This committee is responsible for assisting the Board of Directors in discharging its responsibilities relating to establishing and reviewing the compensation of our officers and approving, overseeing and monitoring incentive and other benefit plans for employees and performing any other activities delegated to the committee by the Board of Directors.
Corporate Governance Committee
The Corporate Governance Committee consists of Norman Johnson (Chair), Thomas Gannon, Adam Godfrey, Robert Grubbs, Daniel Sullivan, R. Scott Trumbull, Therese Koller and Kathleen Zimmermann. This committee assists the Board of Directors in identifying individuals qualified to become members of our Board of Directors, consistent with criteria established by the Board and in developing our corporate governance principles. The committee’s responsibilities include selecting individuals to be proposed for nomination as Directors of the company, nominating individuals for election as Directors of the company, establishing and nominating Directors for appointment to committees of the Board of Directors, reviewing the performance and qualifications of Directors, reviewing and recommending policies to the Board of Directors and establishing and reviewing compensation for the Board of Directors and performing any other activities delegated to the committee by the Board of Directors.
Our Amended and Restated Bylaws provide that those members of our Corporate Governance Committee who are not members of the Schneider family shall serve as trustees of the Voting Trust in accordance with the terms of the Voting Trust. The Amended and Restated Bylaws also provide that the Chairman of our Corporate Governance Committee shall be an individual who is not a member of the Schneider family, and that the Corporate Governance Committee shall at all times be comprised of each Director that is a member of the Schneider family and up to six Directors who are not members of the Schneider family.