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Committee Composition

Chairman of the Board = Chairman of the Board Committee Chair = Chair Committee Member = Member Independent Director = Independent Director
  Audit Nominating and Governance Compensations & Mgmt Development
Rolf A. Classon Chairman of the Board Independent Director   Member of Nominating and Governance Committee Member of Compensations & Mgmt Development Committee
James R. Giertz Member of Audit Committee    
Charles E. Golden Independent Director Committee Chair for Audit Committee Member of Nominating and Governance Committee  
Eduardo Menascé Independent Director Member of Audit Committee Member of Nominating and Governance Committee  
Joanne C. Smith, M.D. Independent Director   Committee Chair for Nominating and Governance Committee Member of Compensations & Mgmt Development Committee
Ronald A. Malone Independent Director     Committee Chair for Compensations & Mgmt Development Committee
W August Hillenbrand      
John J. Greisch      
Katherine S. Napier Independent Director Member of Audit Committee    
Meetings and Committees of the Board of Directors

It is the general policy of the Company that all significant decisions be considered by the Board as a whole. As a consequence, the committee structure of the Board is limited to those committees considered to be basic to, or required for, the operation of a publicly owned company. Currently these committees are the Compensation and Management Development Committee, Audit Committee and Nominating/Corporate Governance Committee, each of which has a written charter adopted by the Board of Directors. The Nominating/Corporate Governance Committee recommends the members and chairs of these committees to the Board. The Audit Committee, Compensation and Management Development Committee and Nominating/Corporate Governance Committee are made up of only independent directors. The current charter for each of the Board's standing committees is available on this website and is available in print from this website or to any shareholder who requests it through the Company's Investor Relations office.

During the fiscal year ended September 30, 2009, the Board of Directors of the Company held seven meetings. During this period, no member of the Board of Directors attended fewer than 75% of the aggregate of the number of meetings of the full Board of Directors and the number of meetings of the committees on which he or she served.

Committees

  • Audit
  • Compensation & Mgmt Development
  • Nominating and Corporate Governance

The Audit Committee has general oversight responsibilities with respect to the Company's financial reporting and financial controls.  It regularly reviews the Company's financial reporting process, its system of internal controls regarding accounting, legal and regulatory compliance and ethics that management or the Board has established and the internal and external audit processes of the Company.  The Audit Committee consists of Charles E. Golden (Chairman), Eduardo R. Menascé (Vice Chairman), James R. Giertz and Katherine S. Napier.  Rolf A. Classon also served on the Audit Committee until the election of Ms. Napier to the Board and the Audit Committee on July 16, 2009.  During the fiscal year ended September 30, 2009, the Audit Committee held ten meetings.  Each member of the Audit Committee is independent under Rule 10A-3 of the SEC and NYSE listing standards and meets the financial literacy guidelines established by the Board in the Audit Committee Charter.  The Board interprets "financial literacy" to mean the ability to read and understand audited and unaudited consolidated financial statements (including the related notes) and monthly operating statements of the sort released or prepared by the Company, as the case may be, in the normal course of its business.  The Board of Directors has determined that each of Messrs. Golden, Menascé and Giertz is an "audit committee financial expert" as that term is defined in Item 407(d) of Regulation S-K of the SEC.


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Committee Members

Chair Charles E. Golden
Committee Member James R. Giertz
Committee Member Eduardo Menascé
Committee Member Katherine S. Napier

The Compensation and Management Development Committee assists the Board in ensuring that the officers and key management of the Company are effectively compensated in terms of salaries, supplemental compensation and other benefits that are internally equitable and externally competitive.  The Committee is also responsible for reviewing and assessing the talent development and succession management actions concerning the officers and key employees of the Company.  The Compensation and Management Development Committee consists of Ronald A. Malone (Chairman), Joanne C. Smith (Vice Chair) and, since July 16, 2009, Rolf A Classon.  Patrick T. Ryan also served as a member of the Committee until his resignation on July 16, 2009.  During the fiscal year ended September 30, 2009, the Compensation and Management Development Committee held five meetings.  Each member of the Compensation and Management Development Committee is independent as defined by the New York Stock Exchange listing standards.

The Nominating/Corporate Governance Committee consists of Joanne C. Smith (Chairperson), Rolf A. Classon (Vice Chairman), Charles E. Golden, and Eduardo R. Menascé.  The Nominating/Corporate Governance Committee held six meetings during the fiscal year ended September 30, 2009.  Each member of the Nominating/Corporate Governance Committee is independent as defined by the New York Stock Exchange listing standards.  The charter for the Nominating/Corporate Governance Committee of the Board of Directors provides that the  primary function of this Committee is to assist the Board of Directors in ensuring that the Company is operated in accordance with prudent and practical corporate governance standards, ensuring that the Board achieves its objective of having a majority of its members be independent in accordance with New York Stock Exchange and other regulations and identifying candidates for the Board of Directors.  The charter provides that this Committee must consist of at least three members of the Board of Directors, all of whom must be independent.


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Committee Members

Chair Joanne C. Smith, M.D.
Committee Member Rolf A. Classon
Committee Member Charles E. Golden
Committee Member Eduardo Menascé