Board Committees

Our Board of Directors established the following committees to assist the Board with the performance of its responsibilities: the Audit Committee, the Compensation and Leadership Development Committee, the Finance Committee, the Nominating and Corporate Governance Committee, and the Product Innovation and Regulatory Affairs Committee.

The Audit Committee was established pursuant to Section 3(a)(58)(A) of the Securities Exchange Act of 1934. The Audit Committee consists entirely of non-management directors, all of whom the Board has determined to be independent within the meaning of the listing standards of the New York Stock Exchange and Rule 10A-3 of the Securities Exchange Act of 1934. The Audit Committee's responsibilities are set forth in the Audit Committee Charter (PDF 36kb). As detailed in the Audit Committee Charter, the Audit Committee’s responsibilities are to assist our Board of Directors in its oversight of (i) our financial statements and our financial reporting processes and systems of internal control, (ii) the qualifications, independence, and performance of our independent auditors, (iii) the internal control function, and (iv) our compliance with legal and regulatory requirements. Our Audit Committee is also responsible for preparing the Audit Committee Report that the Securities and Exchange Commission (SEC) rules require us to include in our proxy statement.

All members of the Audit Committee are financially literate and at least one member is an ‘audit committee financial expert’ as defined by the regulations of the SEC. 

The Compensation and Leadership Development Committee consists entirely of non-management directors, all of whom are independent as determined by the Board within the meaning of the listing standards of the New York Stock Exchange; are non-employee directors for the purposes of Rule 16b-3 under the Securities Exchange Act of 1934; and satisfy the requirements of an ‘outside director’ for the purposes of Section 162(m) of the Internal Revenue Code. The Compensation and Leadership Development Committee’s responsibilities are set forth in the Compensation and Leadership Development Committee Charter (PDF 27kb).  As detailed in the Compensation and Leadership Development Committee Charter, the Compensation and Leadership Development Committee discharges our Board’s responsibilities relating to executive compensation, and reviews the succession plans for our Chief Executive Officer and other senior executives. In addition, the Compensation and Leadership Development Committee reviews and makes recommendations regarding compensation disclosures to be provided in our SEC filings, including the ‘Compensation Discussion and Analysis.’

The Finance Committee monitors our financial condition; oversees the sources and uses of cash flow, capital structure, and resulting financial needs; and advises our Board with respect to financing needs, dividend policy, share repurchase programs, and other financial matters. The responsibilities of this Committee are set forth in more detail in the Finance Committee Charter (PDF 10kb).

The Nominating and Corporate Governance Committee consists entirely of non-management directors, all of whom the Board has determined to be independent within the meaning of the listing standards of the New York Stock Exchange. The Nominating and Corporate Governance Committee responsibilities are set forth in the Nominating and Corporate Governance Committee Charter (PDF 28kb).  

As detailed in its Charter, the Nominating and Corporate Governance Committee identifies individuals qualified to become Board members, consistent with the criteria approved by our Board, and recommends a slate of nominees for election at each Annual Shareholders’ Meeting. The Committee also makes recommendations to the Board concerning the appropriate size, function, needs, and composition of our Board and its committees, advises the Board on corporate governance matters, including developing and recommending to the Board our corporate governance principles, and oversees the self-evaluation process of the Board and its committees.

The Product Innovation and Regulatory Affairs Committee monitors and reviews the development of new products (with a particular emphasis on our efforts to research and develop products that have the potential to reduce the risk of tobacco-related diseases); key legislative, regulatory, and public policy issues; and trends affecting our company and progress on our societal alignment initiatives. The responsibilities of this Committee are set forth in more detail in the Product Innovation and Regulatory Affairs Committee Charter (PDF 19kb).

Cookie Consent