The three standing Board committees, Audit, Nominating and Governance, and Compensation are comprised of independent directors.
1. Number and Types of Committees. A substantial portion of the analyses and work of the Board is performed by standing Board committees. A director is expected to participate actively in the meetings of each committee to which he or she is appointed.
The Board has established three standing committees, an Audit Committee, a Compensation Committee and a Nominating and Governance Committee. Each committee's charter shall be periodically reviewed by the committee and the Board and revised as may be deemed appropriate. Any Board committee may establish such sub-committees as it deems appropriate.
The Board may also establish such other standing or special committees as it may deem appropriate.
2. Composition of Committees. Only independent non-employee directors shall serve on Board committees. The composition of each committee and the independence of the directors shall be reviewed annually by the Board to ensure that its members meet the requirements set forth in applicable Securities and Exchange Commission ("SEC"), Internal Revenue Service ("IRS") and New York Stock Exchange (“NYSE”) rules and regulations.
3. Assignment of Committee Members. Following each Annual General Meeting of Shareholders, the Nominating and Governance Committee, with direct input from the Chairperson of the Board, shall recommend to the Board the membership of the various committees, including the appointment of committee chairpersons, and the Board shall make a final determination relative to such committee and chairperson assignments. In making its recommendations to the Board, the Nominating and Governance Committee shall take into consideration the need for continuity, subject matter expertise, applicable SEC, IRS, NYSE or U.K. Companies Act requirements, tenure, and the desires of the individual Board members.
4. Rotation of Committee Membership and Chairpersons. Upon recommendation of the Nominating and Governance Committee, the Board is responsible for the appointment of committee members according to criteria that it determines to be in the best interest of the Company and its shareholders. The Board shall consider periodic rotation of committee membership, taking into account desirability of rotating committee members, the benefits of continuity and experience, applicable legal, regulatory and stock exchange listing requirements, and the desires of individual directors. The Board shall also consider the desirability of rotating committee chair responsibilities when appointing or reappointing chairpersons.
5. Frequency and Length of Committee Meetings. Each committee shall meet as frequently and for such length of time as may be required to carry out its assigned duties and responsibilities. The Audit Committee shall meet at least quarterly with management, internal auditors and independent auditors. The chairperson of a committee or any two members of a committee may call for notice of a special committee meeting at any time if deemed advisable.
6. Regular Attendance at Committee Meetings. All of the Company's directors are encouraged to attend committee meetings, except where the committee chairperson determines that there is a specific reason to limit attendance at the meeting. The committee chairperson may invite one or more members of senior management of the Company to be in regular attendance at meetings and may include other officers and employees from time to time as appropriate under the circumstances.
7. Committee Agendas; Reports to the Board. Appropriate members of management and staff will prepare agenda and related background information for each committee meeting. The committee chairperson, Lead Director and each committee member is free to suggest items for inclusion on the committee's agenda and to raise subjects that are not on the meeting agenda.
Reports on each committee meeting shall may be made to the full Board by the committee chairperson as deemed appropriate by the Chairperson of the Board. All directors shall receive copies of each committee's agenda and associated materials, including meeting minutes.