The Board plays an important role in our long-term success. Five committees assist the Board, each with a different focus:
Audit
Compensation and Leadership Development
Finance
Nominating and Corporate Governance
Product Innovation and Regulatory Affairs
Audit Committee
This committee assists the Board with:
financial statements and financial-reporting processes
qualifications and performance of independent auditors
internal controls and audit functions
compliance with legal and regulatory requirements
preparation of the Audit Committee Report required by the SEC (Securities and Exchange Commission)
The Audit 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 Committee's responsibilities are set forth in the Audit Committee Charter. As detailed in the Audit Committee Charter, 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.
Compensation and Leadership Development Committee
This committee assists the Board with:
fulfilling its responsibilities relating to executive compensation
reviewing succession plans for our Chief Executive Officer and other senior executives
reviewing and making recommendations regarding compensation disclosures to be provided in our SEC filings, including the Compensation Discussion and Analysis
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.
Finance Committee
This committee assists the Board with:
monitoring our company’s financial condition
overseeing the sources and uses of cash flow, and capital structure
advising the 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.
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.
Product Innovation and Regulatory Affairs Committee
This committee assists the Board with:
monitoring and reviewing the development of new products, with an emphasis on the research and development of products with the potential to reduce individual risk and population harm in comparison to continued cigarette smoking
key legislative, regulatory, and public-policy issues
trends affecting our company
The responsibilities of this committee are set forth in greater detail in the Product Innovation and Regulatory Affairs Committee Charter.
