Audit Committee (Click here for Charter)
The Audit Committee is responsible to the Board for oversight of the quality and integrity of the accounting, auditing, internal controls, reporting practices and financial statements of the Company; as well as:
- the oversight of compliance by the Company with applicable laws and regulations and its Code of Business Conduct and its Code of Business Ethics for CEO and Financial Officers;
- the review of the independent auditors qualifications and independence;
- the hiring, retention or discharge of the Companys independent auditors and the pre-approval of all audit and non-audit services performed by the independent auditor for the Company and the fees related thereto;
- the review and oversight of the Companys internal audit function including the review of its performance;
- the establishment of procedures for the receipt, retention, and treatment of complaints regarding accounting, internal accounting controls or auditing matters, and for the confidential, anonymous submission by employees of concerns regarding accounting or auditing matters.
In discharging this oversight role, the Audit Committee is empowered to investigate any matter brought to its attention. The Audit Committee has authority to retain outside counsel or other experts and the Company shall make funds available to the Committee for such retention.
The Audit Committee shall be comprised of at least three directors who are "independent" as that term is defined herein and by Section 301 of the Sarbanes- Oxley Act of 2002, and as required by the NYSE listing standards. Each member of the Committee must be financially literate and at least one member of the Audit Committee must qualify as an "audit committee financial expert," as that term is defined by the Securities and Exchange Commission ("SEC"), as of the effective date of said requirement pursuant to Section 407 of the Sarbanes-Oxley Act of 2002. The Audit Committee routinely holds executive sessions without management and both with and without the internal auditor and the independent auditors.
Compensation Committee (Click here for Charter)
The Compensation Committee is responsible to the Board for all executive compensation matters; the recommendation of incentive and equity-based compensation plans, defined benefit and contribution plans and other welfare benefit plans; as well as:
- the recommendation to the Board of an executive compensation policy that is designed to support overall business strategies and objectives; attract and retain key executives; link compensation with business objectives and organizational performance; align executive officers interests with those of the Companys shareholders and provide competitive compensation opportunities;
- the annual review and recommendation for approval to the Board of corporate goals and objectives relevant to the Chief Executive Officers ("CEO") compensation; the evaluation of the CEOs performance in light of these goals and objectives; reporting the results of this evaluation to the Board, and review and recommendation for approval to the Board of the CEOs compensation, including salary, bonus, profit sharing and other incentive and equity compensation, based on this evaluation;
- the evaluation and compensation of other executive officers; and
- the annual report to the shareholders on the compensation of the Companys CEO and other executive officers.
The Compensation Committee is comprised entirely of "independent" directors as that term is defined herein and as required by the NYSE listing standards. When selecting members of the Compensation Committee, the Board considers, among other factors, prior service on the committee, or a compensation committee of another public company, or service with a public company that involved executive compensation matters. The Compensation Committee has the authority to retain the services of an independent consultant for advice regarding the discharge of its functions. Executive sessions without management are to be routinely held by the Compensation Committee.
Nominating and Corporate Governance Committee (Click here for Charter)
The Nominating and Corporate Governance Committee is responsible to the Board for all corporate governance matters; the review and recommendation to the Board of the Companys Code of Business Conduct and the Code of Business Ethics for CEO and Senior Financial Officers of Glatfelter; the nominations of the directors and officers of the Company, as well as:
- recommendations to the Board regarding the Boards size and composition, the tenure and retirement age of directors;
- the review of the qualifications and the recommendation to the directors of nominees for election to the Board at each Annual Meeting of Shareholders;
- the nomination of persons to fill vacancies on the Board;
- the nomination of directors for committee membership; and
- the review and approval of all corporate contributions to affiliated persons or entities and all contributions in excess of $25,000 to any other person or entity.
The Committee periodically reviews and oversees orientation programs for newly elected directors and continuing director education programs for incumbent directors. The Committee also reviews shareholder proposals for inclusion in the proxy statement for the Annual Meeting of Shareholders and proposed responses by the Board and makes recommendations to the Board concerning any other aspect of the procedures of the Board that the Committee considers warranted. The Committee shall conduct an annual assessment of the Committees performance and shall cause the Board to conduct an annual assessment of Board performance.
The Nominating and Corporate Governance Committee is further charged with developing and recommending the Corporate Governance Principles to the Board and reviewing the same annually to assure that they are appropriate for the Company and comply with the requirements of the SEC and NYSE. Additionally, the Nominating and Corporate Governance Committee reviews the senior management organization, assuring that the Company has a senior management succession plan, makes nominations to the Board for election of officers, and recommends to the Board the individual who should assume the position of Chief Executive Officer if he or she becomes unable to serve due to an unforeseen event.
The Board will not permit any waiver of its Code of Business Ethics for any director or executive officer. The Nominating and Corporate Governance Committee shall examine any exceptional situation that might constitute an infraction of the Companys Code of Business Conduct and coordinate the prompt disclosure of any material departures from its Code of Business Conduct.
The Nominating and Corporate Governance Committee is comprised entirely of "independent" directors as that term is defined herein and as required by the NYSE listing standards.
Finance Committee (Click here for Charter)
The Finance Committee shall provide oversight regarding matters of financial significance to the Company, particularly those of a long-term nature, and recommend appropriate action by the Board. The Committee is specifically responsible for, among other tasks:
- the review and recommendation for approval by the Board of the Company's annual operating and capital budgets; and
- overseeing the management and investment performance of the Company's pension, 401(k) savings and profit sharing plans.