Audit Committee The Audit Committee oversees the financial reports and other financial information provided by the Company to its stockholders and others; the Company’s financial policies and procedures and disclosure controls and procedures; the Company’s system of internal control over financial reporting; the Company’s auditing, accounting and financial reporting processes; the qualifications and independence of the Company’s independent registered public accounting firm; the performance of the Company’s internal audit function; and risk assessment and risk management related to financial matters and other risk exposures (including cybersecurity risks) and the Company’s enterprise risk management program. The committee also reviews and approves, where appropriate, related-party transactions and oversees the Company’s tax, legal, regulatory and ethical compliance. Corporate Governance and Nominating Committee The Corporate Governance and Nominating Committee assists the Board in developing, maintaining and overseeing the Company’s corporate governance guidelines, oversees the composition, structure and evaluation of the Board and its committees, and assists the Board in identifying individuals qualified to be directors. The committee oversees the management of risks associated with director independence and board composition and organization. The committee also reviews the Company’s strategy, policies and performance related to the Company’s management of environmental, social and governance (ESG) issues, including environmental and social matters not delegated to other committees. The committee reviews these guidelines regularly and recommends changes as necessary or appropriate. Human Resources and Compensation Committee The Human Resources and Compensation Committee oversees the Company’s programs that foster employee and executive development and retention, determines executive compensation and oversees significant employee benefits programs, policies and plans relating to the Company’s employees and executives. In addition, the Committee adopts, amends and oversees administration of all equity-related incentive plans and senior executive bonus plans and approves the compensation of members of the Board. The committee also oversees other matters relating to human capital management, including Company culture, talent development and diversity and inclusion programs and initiatives, and oversees the management of risks associated with the Company’s compensation policies and programs. Strategy and Investment Committee The Strategy and Investment Committee assists the Board in overseeing the strategic and investment priorities of the Company and supports management in its efforts to foster growth through innovation. The committee provides advice and counsel to management regarding the Company’s strategy and growth initiatives and in the development of the Company’s short- and long-term strategic and business plans. The committee also reviews, authorizes and approves certain strategic transactions and reviews and makes recommendations to the Board regarding strategic transactions that require action by the Board. Corporate Governance Guidelines 3.11.2022 6
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