|Board of Directors of Howmet Aerospace
|Compensation and Benefits
|Governance and Nominating
|James F. Albaugh (1)
|Amy E. Alving
|Sharon R. Barner
|Joseph S. Cantie
|Robert F. Leduc
|David J. Miller
|Jody G. Miller
|John C. Plant (2)
|Ulrich R. Schmidt
(2) Executive Chairman
- Oversees the integrity of the Company’s financial statements and internal controls, including review of the scope and the results of the audits performed by the internal and independent auditors
- Appoints the independent auditors and evaluates their independence and performance
- Reviews the organization, performance and adequacy of the internal audit function
- Pre-approves all audit, audit-related, tax and other services to be provided by the independent auditors
- Oversees the Company’s compliance with legal and regulatory requirements
- Discusses with management and the auditors the Company’s policies with respect to risk assessment and risk management, including major financial risk exposures
- Discusses with management the status of information technology systems and information technology risks
The responsibilities of the Audit Committee are further described in the committee charter, which was adopted by the Board.
- Recommends the Chief Executive Officer’s compensation for approval by the independent directors of the Board, based upon an evaluation of performance in light of approved goals and objectives
- Reviews and approves the compensation of the Company’s officers
- Oversees the implementation and administration of the Company’s compensation and benefit plans, including pension, savings, incentive compensation and equity-based plans
- Reviews and approves general compensation and benefit policies
- Approves the Compensation Discussion and Analysis for inclusion in the proxy statement
- Has the sole authority to retain and terminate a compensation consultant, as well as to approve the consultant’s fees and other terms of engagement
- Has the authority to obtain advice and assistance from legal or other advisors
Executive officers do not determine the amount or form of executive or non-employee director compensation although the Chief Executive Officer provides recommendations to the Compensation and Benefits Committee regarding compensation changes and incentive compensation for executive officers other than himself.
The responsibilities of the Compensation and Benefits Committee are further described in the committee charter, which was adopted by the Board.
- Reviews the state of the Company’s cybersecurity, including review of the threat landscape facing the Company; the Company’s strategy, policies and procedures to mitigate cybersecurity risks, such as initiatives for identification, protection, detection, response and recovery; any significant cybersecurity incidents; and consideration of the impact of emerging cybersecurity developments that may affect the Company
The responsibilities of the Cybersecurity Committee are further described in the committee charter, which was adopted by the Board.
Reviews and provides advice and counsel to the Board regarding the Company’s capital structure; financing transactions; capital expenditures and capital plan; acquisitions and divestitures; share repurchase and dividend programs; policies relating to interest rate, commodity and currency hedging; and pension plan performance and funding.
The responsibilities of the Finance Committee are further described in the committee charter, which was adopted by the Board.
- Develops and recommends to the Board criteria, objectives and procedures for the selection of individuals to be considered as candidates for election to the Board.
- Identifies individuals qualified to become Board members and recommends them to the full Board for consideration, including evaluating all potential candidates, whether initially recommended by management, other Board members or shareholders
- Reviews and makes recommendations to the Board regarding the appropriate structure and operations of the Board and Board committees
- Makes recommendations to the Board regarding Board committee assignments
- Develops and annually reviews corporate governance guidelines of the Company, and oversees other corporate governance matters
- Reviews related person transactions
- Oversees an annual performance review of the Board, Board committees and individual directors
- Periodically reviews and makes recommendations to the Board regarding non-employee director compensation
The responsibilities of the Governance and Nominating Committee are further described in the committee charter, which was adopted by the Board.