The purposes of the Audit Committee (Committee) of the Board of Directors (Board) of ALLETE, Inc. (Company) are to: (A) assist the Board’s oversight of (1) the integrity of the Company’s financial statements and internal controls over financial reporting, (2) the Company’s compliance with corporate policies and procedures, (3) the Company’s compliance with legal and regulatory requirements, (4) the independent registered public accounting firm’s qualifications and independence, and (5) the performance of the Company’s internal audit function and independent registered public accounting firm; and (B) prepare the report that Securities and Exchange Commission (Commission) rules require to be included in the Company’s annual proxy statement.
The role of the Committee is oversight. Management is responsible for setting the tone and maintaining and evaluating appropriate accounting and financial reporting principles and policies, as well as internal controls, processes, systems, disclosure processes, corporate policies and procedures designed to assure compliance with accounting standards, corporate policies and applicable laws and regulations. The independent registered public accounting firm is responsible for auditing the financial statements and assessing the Company’s internal controls. Consequently, in carrying out its oversight responsibilities, the Committee is not providing any certification as to the independent registered public accounting firm’s work or the work or report of any expert. Each member of the Committee shall be entitled to reasonably rely on the integrity of people and organizations from which the Committee receives information and the accuracy of such information.
Nothing contained in this Charter is intended to create, or should be construed as creating, any responsibility or liability of the members of the Committee, except to the extent otherwise provided under applicable federal or state law.
Committee Membership
The Committee shall consist of three or more Directors, each of whom, in the judgment of the Board (A) satisfies the requirements for independence pursuant to law and the listing standards of the New York Stock Exchange, Inc. (NYSE), and (B) is financially literate as required by the listing standards of the NYSE, or shall at the time of appointment undertake training for that purpose. At least one Committee member shall, in the judgment of the Board, have accounting or related financial management expertise in accordance with the listing standards of the NYSE. Committee members may not serve on audit committees of more than two other publicly traded companies. Committee members shall be recommended by the Corporate Governance and Nominating Committee annually and as vacancies or newly-created positions occur, shall be appointed by the Board, and shall serve at the pleasure of the Board and for such term or terms as the Board may determine.
Committee Structure and Operations
The Board shall designate one member of the Committee as its Chair. The Committee shall meet at least quarterly at a time and place determined by the Board or the Committee Chair, with further meetings to occur when deemed necessary or desirable by a majority of the Committee or its Chair. The Committee will meet periodically in executive session without management present.
A majority of the Committee members currently holding office constitutes a quorum for the transaction of business. The Committee shall take action by the affirmative vote of a majority of the Committee members present at a duly held meeting. The Committee may meet in person or telephonically, and may act by unanimous written consent when deemed necessary or desirable by the Committee or its Chair. In discharging its role, the Committee is empowered to inquire into any matter it considers appropriate to carry out its responsibilities, with access to all books, records, facilities, and personnel of the Company. The Committee may recommend to the Board procedures to be observed in executing its responsibilities. The Committee may invite such members of management to its meetings as it may deem desirable or appropriate. The Committee shall maintain minutes of its meetings and records relating to those meetings.
Committee Duties and Responsibilities
The duties and responsibilities of the Committee are to:
Select, retain, evaluate, and terminate, when appropriate, the independent registered public accounting firm, and approve fees and terms of retention of the independent registered public accounting firm (subject to ratification by Company shareholders if deemed appropriate). The Committee shall be responsible for the oversight and evaluation of the independent registered public accounting firm engaged by the Company for the purpose of preparing or issuing an audit report or related work or performing other audit, review or attest services, including resolution of disagreements between management and the independent registered public accounting firm regarding financial reporting. The Committee shall pre-approve any audit and non-audit services by the independent registered public accounting firm as required by applicable law. The Committee shall directly implement these responsibilities. The Committee may consult with management in the decision making process, but may not delegate this authority to management.
Instruct the independent registered public accounting firm that they are to report directly to the Committee, and provide that they are ultimately responsible to the Committee and the Board.
Review with the independent registered public accounting firm the scope of the prospective audit plan, the estimated fees therefor and such other matters pertaining to such audit as the Committee may deem appropriate, including the timing and scope of audit activities and the monitoring of such plan’s progress and results during the year. Receive copies of the annual comments from the independent registered public accounting firm on accounting procedures, systems of control, critical accounting policies, and practices to be used. Recommend to the Board the acceptance of such audits that are accompanied by certification.
Review and discuss with management and the independent registered public accounting firm, before filing with the Commission, the annual audited financial statements and quarterly financial statements, including the Company’s disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations”.
Review and discuss earnings press releases, as well as financial information and earnings guidance provided to analysts and rating agencies.
Advise management, the internal audit department and the independent registered public accounting firm that they are expected to provide to the Committee a timely analysis of and opportunity to review (A) major issues regarding accounting principles and financial statement presentations, including any significant changes in the Company’s selection or application of accounting principles, and major issues as to the adequacy of the Company’s internal controls and any special audit steps adopted in light of material control deficiencies; (B) compliance with the Company’s policies and procedures; (C) analyses prepared by management and/or the independent registered public accounting firm setting forth significant financial reporting issues and judgments made in connection with the preparation of the financial statements, including analyses of the effects of alternative GAAP methods on the financial statements; (D) the effect of regulatory and accounting initiatives, as well as off balance sheet structures, on the financial statements of the company; and (E) the type and presentation of information to be included in earnings press releases (paying particular attention to any use of “pro forma,” or “adjusted” non-GAAP, information), as well as review any financial information and earnings guidance provided to analysts and rating agencies.
Direct management, the internal auditors and the independent registered public accounting firm to disclose to the Committee any significant financial risks and exposures; discuss policies with respect to financial risk assessment management.
Review with the independent registered public accounting firm any audit problems or difficulties that the registered public accounting firm encountered in the course of the audit work and management’s response, including any restrictions on the independent registered public accounting firm’s activities or on access to requested information, any accounting adjustments that were noted or proposed by the independent registered public accounting firm but were “passed” (as immaterial or otherwise); any communications between the audit team and the independent registered public accounting firm’s national office respecting auditing or accounting issues presented by the engagement; any significant deficiencies or material weaknesses noted as a result of the evaluation of internal controls over financial reporting.
Review the action taken by management on the internal auditors' and independent registered public accounting firm’s recommendations.
Review at least annually with the senior internal audit executive the annual internal audit plan and scope of internal audits, including the procedure for assuring implementation of accepted recommendations made by the internal auditors. Advise the senior internal audit executive that he or she is expected to provide the Committee with summaries of any significant identified control issues and management’s response thereto, and seek prior approval of the Committee for any significant changes to the internal audit department charter, staffing or budget.
Ensure there are no unjustified restrictions or limitations placed on internal audit, and review and concur in the appointment, replacement or dismissal of the senior internal audit executive. Review the responsibilities, budget and staffing of the Company’s internal audit function.
Make or cause to be made, from time to time, such other examinations or reviews as the Committee may deem advisable or which the Board may direct with respect to the adequacy of the systems of internal controls and accounting practices of the Company and its subsidiaries and with respect to current accounting trends and developments, and take such action with respect thereto as may be deemed appropriate.
Review the appointment, reassignment, and replacement of the lead audit partner, and concurring partner, and assure regular rotation of lead audit partner, such that the lead audit partner has not performed audit services for the Company in each of the 5 previous fiscal years, or more frequently so as to assure continuing auditor independence, consider whether the independent registered public accounting firm should be rotated so as to assure continuing auditor independence.
Set clear hiring policies for employees or former employees of the independent registered public accounting firm that are consistent with the requirements of applicable laws and the NYSE.
On a periodic basis, and without others present, meet separately with the independent registered public accounting firm, the senior internal audit executive, the controller, the general counsel, and other members of management as appropriate.
On a regular basis, review with management, the independent registered public accounting firm and the senior internal audit executive the adequacy and effectiveness of and any significant changes in the internal controls, the accounting policies procedures or practices of the Company and its subsidiaries, and compliance with corporate policies, directives and applicable laws. Review and discuss with management and the independent registered public accounting firm whether such controls and procedures are designed to provide reasonable assurance that transactions entered into by the Company are properly authorized, assets are safeguarded from unauthorized or improper use, and transactions by the Company are properly recorded and reported. The Committee shall also review and discuss any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls.
Ensure that the independent registered public accounting firm submits on a periodic basis to the Committee a formal written statement delineating all relationships between the independent registered public accounting firm and the Company that may have a bearing on the independent registered public accounting firm’s independence, engage in an active dialogue with the independent registered public accounting firm with respect to any disclosed relationships or services that may impact the objectivity and independence of the independent registered public accounting firm, and recommend to the Board any action deemed appropriate in response to the independent registered public accounting firm’s report to satisfy the Board and the Committee of the independent registered public accounting firm’s independence.
Obtain and review, at least annually, a report by the independent registered public accounting firm describing: the independent registered public accounting firm’s internal quality-control procedures; any material issues raised by the most recent internal quality-control review, peer review, or Public Company Accounting Oversight Board (PCAOB) review of the firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years, respecting one or more independent audits carried out by the firm, and any steps taken to deal with any such issues; and (to assess the registered public accounting firm’s independence) all relationships between the independent registered public accounting firm and the Company. The Committee shall also receive and review other required reports by the independent registered public accounting firm.
Establish procedures for the receipt, retention and treatment of complaints received regarding the Company’s accounting, internal accounting controls, or auditing matters; and the confidential, anonymous submission by Company employees and its affiliates of concerns regarding questionable accounting, internal control or auditing matters.
Review the status of compliance with laws, regulations, and internal procedures, contingent financial liabilities and risks that may be material to the Company, the scope and status of systems designed to promote Company compliance with laws, regulations and internal procedures, through receiving reports from management, legal counsel and other third parties as determined by the Committee on such matters, as well as major legislative and regulatory developments which could materially impact the Company’s contingent financial liabilities and risks.
Prepare a report for inclusion in the annual proxy statement that specifies the Directors who sit on the Committee, describes the Committee’s responsibilities as outlined in this Charter, and discusses how these responsibilities were discharged during the year.
Conduct or authorize investigations into any matters within the Committee’s scope of responsibility, consistent with procedures adopted by the Committee, and retain, at the Company’s expense, such independent counsel, accountants or other consultants or advisors as deemed necessary.
Perform such additional activities, and consider such other matters, within the scope of its responsibilities, as the Committee or the Board deems necessary or appropriate.
Evaluate, on an annual basis, its performance. The evaluation shall address all matters that the Committee considers relevant to its performance, including a review and assessment of the adequacy of this Charter, and shall be conducted in such manner as the Committee deems appropriate. The results of the evaluation shall be delivered to the Board, which may be an oral report, including any recommended amendments to this Charter.
Committee Reports
Report to the Board on a regular basis on the activities of the Committee and make such recommendations with respect to the above matters as the Committee may deem necessary or appropriate. This report shall include a review of any issues that arise with respect to the quality or integrity of the Company’s financial statements, the Company’s compliance with legal or regulatory requirements, the performance and independence of the Company’s independent registered public accounting firm, or the performance of the internal audit function.
Transmit to the Board notices of Committee meetings, agendas, and meeting minutes.
At the time of or in advance of the Annual Directors Meeting held in May of each year, present an annual performance evaluation of the Committee, which shall assess the performance of the Committee in relation to its duties and responsibilities under this charter, recommend any amendments to this charter, and set forth the goals and objectives of the Committee for the ensuing twelve months.
Report on matters required by the rules of the Commission to be disclosed in the Company’s annual proxy statement.
Delegation of Authority
The Committee may, in its discretion, delegate certain of its duties and responsibilities to a subcommittee of the Committee.
The Committee may delegate to one or more of its members the authority to grant pre-approvals of auditing and non-audit services to be performed by the Company’s independent registered public accounting firm subject to such guidelines as the Committee may determine. Any such decisions to pre-approve shall be presented to the full Committee at its next following regular meeting.
Resources and Authority of the Committee
The Committee shall have the resources and appropriate funding, as determined by the Committee, to discharge its duties and responsibilities. The Committee shall have the authority, with or without Board approval, to retain and discharge, and approve fees and other terms and conditions for retention of independent experts in accounting and auditing, legal counsel and other experts or advisors to assist the Committee in fulfilling its duties and responsibilities, the cost of such independent expert advisors to be borne by the Company. The Committee may direct any officer or employee of the Company or request any employee of the Company’s independent registered public accounting firm or outside legal counsel to attend a Committee meeting or meet with any Committee members.
The purposes of the Executive Compensation Committee (the "Committee") of the Board of Directors (the "Board") of ALLETE, Inc. (the "Company") areto discharge the Board’s responsibilities relating to compensation of the Company’s executives, establish the Company’s philosophy and policies regarding executive and director compensation, oversee the administration of the Company's director and executive compensation programs, review the compensation of directors, executive officers and senior management, and prepare any report on executive compensation required by the rules and regulations of the Securities and Exchange Commission (the "Commission" or “SEC”) or other regulatory body to be included in the Company’s annual proxy statement filed with the SEC.
Committee Membership
The Committee shall consist of three or more members of the Board each of whom is, in the business judgment of the Board, “independent” under the rules of the New York Stock Exchange and shall satisfy any other necessary standards of independence under the federal securities and tax laws. At least two members shall also qualify as “non-employee directors” within the meaning of Rule 16b-3 promulgated under the Securities Exchange Act of 1934 as amended and “outside directors” within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended.
Members shall be appointed by the Board after consideration of recommendations of the Company's Corporate Governance and Nominating Committee, and shall serve at the pleasure of the Board and for such term or terms as the Board may determine.
Committee Structure and Operations
The Board shall designate one member of the Committee as its Chair. In the event the Chair is not present at the meeting, the members present at that meeting shall designate one of its members as the acting chair of such meeting. The Committee shall meet at least three times a year at a time and place determined by the Board or the Committee Chair, with further meetings to occur when deemed necessary or desirable by a majority of the Committee or its Chair.
A majority of the Committee members currently holding office constitutes a quorum for the transaction of business. The Committee shall take action by the affirmative vote of a majority of the Committee members present at a duly held meeting. The Committee may meet in person or telephonically. The Committee may act by unanimous written consent when deemed necessary or desirable by the Committee or its Chair.
Any vacancy on the Committee shall be filled by majority vote of the Board after consideration of recommendations of the Company’s Corporate Governance and Nominating Committee. No member of the Committee shall be removed except by majority vote of the Board.
The Committee may invite such members of management to its meetings as it may deem desirable or appropriate, consistent with the maintenance of the confidentiality of compensation discussions. The Committee will periodically meet in executive session without management present. The Company's Chief Executive Officer ("CEO") will not attend portions of any meeting when the CEO's performance or compensation is discussed, unless specifically invited by the Committee.
The Committee shall maintain minutes of its meetings and records relating to those meetings and shall report regularly to the Board on its activities as appropriate.
Committee Duties and Responsibilities
The following are the duties and responsibilities of the Committee:
In consultation with the Board and senior management, establish the Company’s philosophy and policies regarding director and executive compensation, and oversee the development and implementation of director and executive compensation programs.
Based on the performance evaluation conducted by the Corporate Governance and Nominating Committee and Board, and other factors as appropriate, set the CEO’s compensation level and set performance goals and approve awards for the CEO under incentive compensation plans.
Review and approve the individual elements of total compensation for the executive management of the Company other than the CEO.
Review and approve the Chief Executive Officer’s compensation recommendations for the Company’s executive management.
Review and approve revisions to the Company’s executive and senior management salary range structure and annual salary increase guidelines.
Review and approve the Company’s executive incentive compensation program administration, including the annual and long-term incentive plans, for consistency with the Committee’s compensation philosophy and policies as to participation, target annual and long-term incentive awards, corporate goals, and actual cash and equity-based awards paid to executive management pursuant to such annual and long-term incentive plans.
Review and make recommendations to the Board with respect to amendments to the Company's incentive compensation plans and equity-based plans, oversee the activities of the individuals and committees responsible for administering these plans, and discharge any responsibilities imposed on the Committee by any of these plans.
Monitor compliance by management with respect to compensation matters, including overseeing the Company's policies on structuring compensation programs to preserve tax deductibility, and, as and when required, establishing performance goals and certifying that performance goals have been attained for purposes of Section 162(m) of the Internal Revenue Code.
Review the Company’s executive benefit programs and where legally required, approve benefit changes subject, where appropriate, to shareholder or Board approval.
Prepare and issue the evaluations and reports required under "Committee Reports" below.
Any other duties or responsibilities expressly delegated to the Committee by the Board from time to time relating to the Company's executive compensation programs.
The Committee shall review and discuss with management the “Compensation Discussion and Analysis” required by the Securities and Exchange Commission Regulation S-K, Item 402, for inclusion in the Company’s annual proxy statement.
Delegation to Subcommittee
The Committee may, in its discretion, delegate a portion of its duties and responsibilities to a subcommittee of the Committee. In particular, the Committee may delegate the approval of certain transactions to a subcommittee consisting solely of members of the Committee who are (i) "Non-Employee Directors" for the purposes of Rule 16b-3 of the Securities Exchange Act of 1934, as in effect from time to time, and (ii) "outside directors" for the purposes of Section 162(m) of the Internal Revenue Code, as in effect from time to time.
Committee Reports
The Committee shall produce the following reports and provide them to the Board.
The annual Compensation Committee Report for inclusion in the Company's annual proxy statement in accordance with applicable Commission rules and regulations.
An annual performance evaluation of the Committee, which evaluation must compare the performance of the Committee with the requirements of this Charter and set forth the goals and objectives of the Committee for the upcoming year. The performance evaluation should also recommend to the Board any improvements to this Charter deemed necessary or desirable by the Committee. The performance evaluation by the Committee shall be conducted in such manner as the Committee deems appropriate. The report to the Board may take the form of an oral report by the Chair of the Committee or any other member of the Committee designated by the Committee to make this report.
A summary of the proceedings of each Committee meeting shall be presented to the Board at its next regularly scheduled meeting. Meeting notices, agendas, and minutes of Committee meetings will be promptly sent to the Board.
Resources and Authority of the Committee
The Committee shall have the resources and authority appropriate to discharge its duties and responsibilities, including the sole authority to retain, discharge, and approve fees and other terms of retention of independent legal counsel, independent experts or consultants.
While the members of the Committee have the duties and responsibilities set forth in this Charter, nothing contained in this Charter is intended to create, or should be construed as creating, any responsibility or liability of members of the Committee, except to the extent otherwise provided under applicable federal or state law.
The purposes of the Corporate Governance and Nominating Committee (the "Committee") of the Board of Directors (the "Board") of ALLETE, Inc. (the "Company") are to:
Develop and recommend to the Board a set of corporate governance principles applicable to the Company.
Oversee the evaluation of the Board and the Company’s management.
Provide recommendations to the Board with respect to (a) Board organization, membership, procedure, and function, (b) committee structure and membership, (c) succession planning for the executive management of the Company and (d) corporate governance principles applicable to the Company.
Identify individuals qualified to become directors, and recommend to the Board the nominees for directors at the next annual meeting of shareholders.
Serve as the Executive Committee, as provided for in Article VI of the Company’s Articles of Incorporation, authorized by the Board to act on matters that arise between Board meetings.
Provide the CEO an informal forum for preliminary discussion of strategic issues.
Committee Membership
The Committee shall consist solely of three or more members of the Board, each of whom is, in the business judgment of the Board, "independent" under the rules of the New York Stock Exchange, Inc. The Committee can be constituted or its membership changed only by the affirmative vote of all of the Board members then in office. Committee members shall serve at the pleasure of the Board and for such term or terms as the Board may determine.
Committee Structure and Operations
The Board shall designate one member of the Committee as its Chair. The Committee shall meet at least three times a year at such times and places established by the Board or the Committee Chair, and shall meet at such additional times and places as may be determined by the Chair or a majority of the Committee.
A majority of the Committee members currently holding office constitutes a quorum for the transaction of business. The Committee shall take action by the affirmative vote of a majority of the Committee members present at a duly held meeting. The Committee may meet in person or telephonically. The Committee may act by unanimous written consent when deemed necessary or desirable by the Committee or its Chair.
Committee Duties and Responsibilities Relating to Corporate Governance and Nominating
The duties and responsibilities of the Committee relating to its corporate governance and nominating functions are:
Review and make recommendations to the Board concerning composition, organization, processes, and practices of the Board, including policies with respect to the size of the Board; the desired qualifications of Directors in the context of the strategic direction of the Company; the types, functions, size and membership of Board committees; meetings of the Board (including executive session); and policies relating to Director retirement, tenure and removal for cause, and any other aspect of the procedures of the Board that the Committee considers warranted, including but not limited to procedures with respect to the waiver by the Board of any Corporation rule, guideline, procedure or corporate governance principle.
Assist in identifying, recruiting and, if appropriate, interviewing candidates to fill positions on the Board, including persons suggested by shareholders or others. The Committee shall decide whether the assistance of a search firm is needed and, if so, choose the firm.
Review the background and qualifications of individuals being considered as director candidates and recommend to the Board candidates to be nominated by the Board for election as Directors. As part of this process, the Committee will review qualifications and the performance of incumbent Directors.
Recommend to the Board criteria and procedures to be used by the Committee in identifying, screening and recommending to the Board potential candidates to become new Board members. In recommending candidates to the Board, the Committee shall take into consideration such factors as it deems appropriate. These factors may include ethical standards and integrity, achievements, judgment, intelligence, personal character, the interplay of the candidate's relevant experience with the experience of other Board members, the willingness of the candidate to devote adequate time to Board duties, and likelihood that he or she will be willing and able to serve on the Board for a sustained period. In connection with the recommendation of nominees for Director, due consideration will be given to the Board's overall balance and diversity of perspectives, backgrounds and experiences. The Committee will review annually with the Board as a whole and recommend, if necessary, measures to be taken so that the Board reflects the appropriate balance of knowledge, experience, skills, expertise and diversity required for the Board as a whole and contains at least the minimum number of independent directors required by the NYSE.
Recommend to the Board, for action at each January Board Meeting or at such other times as may be appropriate, Directors qualified to serve on or fill vacancies on each committee of the Board (including the Corporate Governance Committee). Recommend to the Board as deemed appropriate the removal of any Director from a committee.
Recommend that the Board establish such special committees as may be desirable or necessary from time to time in order to address ethical, legal or other matters that may arise. The Committee’s power to make such a recommendation under this Charter shall be without prejudice to the right of any other committee of the Board, or any individual director, to make such a recommendation at any time.
Upon receiving the resignation letter required from any Director who makes a principal occupation change (including retirement), and after considering the advice from the CEO, recommend to the full Board whether to accept the resignation.
Recommend to the Board criteria and process for evaluating the performance of the CEO, and lead Board evaluation of the CEO on an annual basis. After discussion and approval by the Independent Directors, the Lead Director (if the Chairman is the CEO) or the Chairman (if he or she is not the CEO) and the Chair of the Executive Compensation Committee will meet with the CEO to discuss the evaluation. Advise the Executive Compensation Committee on CEO performance to assist it in setting CEO compensation and establishing goals and determining payouts under incentive compensation plans.
Establish procedures for the Committee to exercise oversight of the evaluation of the Board, its committees, and executive management.
Lead the Board in providing for management succession planning.
Develop and review, at least annually, corporate governance principles to assure that they are appropriate for the Company and comply with the requirements of the NYSE and recommend any changes to the Board.
Any other duties or responsibilities expressly delegated to the Committee by the Board from time to time.
Oversee the orientation of directors and continuing education of
directors.
Oversee the Company’s Compliance Management Program.
Committee Duties and Responsibilities as Executive Committee
The Committee shall serve as the Executive Committee of the Board as authorized pursuant to Article VI of the Company’s Articles of Incorporation. The Committee shall have and exercise the authority of the Board in the management of the business of the Company, subject to any limitations imposed by Minnesota law, the Company’s Articles of Incorporation, or its Bylaws. The Committee shall act only in the interval between meetings of the Board, and shall be subject at all times to the control and direction of the Board. The Committee shall not have the power to fill vacancies on the Board or change the membership of or fill vacancies on the Committee.
Committee Reports
The Committee shall report to the Board as follows:
A report on the proceedings of each Committee meeting shall be presented to the Board at its next regularly scheduled meeting.
Notices of Committee meetings, agendas, and meeting minutes will be transmitted to the Board.
At the time of or in advance of the Annual Directors Meeting held in May of each year, conduct a Committee self-evaluation, which shall compare the performance of the Committee with the requirements of this charter, recommend any amendments to this charter, and set forth the goals and objectives of the Committee for the ensuing twelve months.
Delegation to Subcommittee
The Committee may, in its discretion, delegate to one or more subcommittees of the Committee its duties and responsibilities other than those set forth under the section entitled Committee Duties and Responsibilities as Executive Committee.
Resources and Authority of the Committee
The Committee shall have the resources and authority appropriate to discharge its duties and responsibilities, including the sole authority to retain, discharge, and approve fees and other terms for retention of independent legal counsel, independent experts or consultants, search firms, or others to assist in the conduct of an investigation. The Committee may also seek any information it requires from employees or external parties. Employees and external parties will be directed to cooperate and comply with the Committee’s requests.
