Board Committees

What Board Committees do at PMI

The Board plays an important role in our long-term success. Four committees assist the Board, each with a different focus: 

1. Audit and Risk
2. Compensation and Leadership Development
3. Nominating and Corporate Governance
4. Science and Technology

Audit and Risk Committee

This committee assists the Board with:

• monitoring the Company’s financial reporting processes and systems of internal accounting control
• monitoring the independence and the performance of independent auditors
• monitoring the performance of the internal auditors
  

The Audit and Risk Committee consists entirely of nonmanagement 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 and Risk Committee’s responsibilities are set forth in the Audit and Risk Committee Charter. As detailed in the Audit and Risk Committee Charter, all members of the Audit and Risk Committee are financially literate and at least one member is an “audit committee financial expert” as defined by the regulations of the SEC.

Compensation and Leadership Development Committee 

This committee assists the Board with:

• reviewing and recommending executive officer compensation for approval by the Board, including the compensation of the Chief Executive Officer
• producing an annual compensation committee report on executive compensation to be included in the Company’s proxy statement
• reviewing the succession plans for the Chief Executive Officer and other senior executives

This committee consists entirely of nonmanagement directors, all of whom are independent as determined by the Board. The Compensation and Leadership Development Committee’s responsibilities are set forth in the Compensation and Leadership Development Committee Charter.

Nominating and Corporate Governance Committee 

This committee assists the Board with:

• identifying Board member candidates, based on criteria approved by the Board
• recommending candidates for election at the Annual Meeting of Shareholders
• making recommendations to the Board concerning the appropriate size, function, needs, and composition of the Board and its committees
• advising the Board on corporate governance matters
• overseeing the self-evaluation process of the Board and its committees

This committee consists entirely of nonmanagement directors, all of whom the Board has determined to be independent. The Nominating and Corporate Governance Committee responsibilities are set forth in the Nominating and Corporate Governance Committee Charter.

Science and Technology Committee 

This committee assists the Board with:

• the long-term product portfolio strategy of the Company, focusing on research and development of new products and services and improvements to existing products and services, with a particular focus on RRPs
• monitoring key legislative, regulatory and public policy issues and trends related to the research and development of the Company’s products and services, as well as the pre-market regulatory process of scientifically evaluating product performance and authorizing the sale of RRPs

The responsibilities of this committee are set forth in the Science and Technology Committee Charter.