Board Committees

Our Audit Committee has a written charter. Under it, our Audit Committee assists our Board in fulfilling its oversight responsibilities by overseeing and monitoring our accounting, financial and external reporting policies and practices; the integrity of our financial statements; the independence, qualifications and performance of our independent auditor; the performance of our internal audit function; the management information services and operational policies and practices that affect our internal control; our compliance with legal and regulatory requirements; and the preparation of our Audit Committee's report included in our proxy statements. In discharging its duties, our Audit Committee has the authority to retain independent legal, accounting and other advisors.

Our Compensation Committee has a written charter. Under it, our Compensation Committee assists our Board in fulfilling its oversight responsibilities by overseeing our compensation and benefit policies generally; evaluating the performance of our Chief Executive Officer as it relates to all elements of compensation, as well as the performance of our senior management group; approving and recommending to our Board all compensation plans for members of our senior management group; approving the short-term compensation of our senior management group (subject, in the case of our Chief Executive Officer, to the approval of our Board); approving and authorizing grants to our senior management group under our incentive plans; preparing reports on executive compensation required for inclusion in our proxy statements; and reviewing our management succession plan. The Compensation Committee may retain, or receive advice from, any compensation consultant, legal counsel or other advisor of the Committee's choosing, including any such advisor that is not independent. The Compensation Committee is permitted to delegate its responsibilities to subcommittees as it deems appropriate.

Our Governance Committee has a written charter. Under it, our Governance Committee assists our Board in fulfilling its oversight responsibilities by assisting the Board in determining the skills and qualities of individuals recommended for membership on our Board; reviewing the composition of our Board and its committees; reviewing and evaluating directors for re-nomination to the Board and reappointment to committees; reviewing and assessing the adequacy of our standards of business conduct, corporate governance guidelines and codes of business conduct and ethics; and overseeing the orientation and continuing education of directors. The Governance Committee is permitted to delegate its responsibilities to subcommittees as it deems appropriate.