Below is a summary of our committee structure and membership information. To read more about any of the committees click on the committee name listed at the top of the table. To learn more about our board members, click on the individual's name or visit the Board of Directors area of our web site.
| Audit Committee |
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The Audit Committee assists the Board in its oversight of: the integrity of the financial statements of the Company; the qualifications, independence and performance of the Company’s independent auditor; the performance of the Company’s internal audit function; and compliance by the Company with legal and regulatory requirements with respect to financial reporting matters. Click here to view our Audit Policy. |
| Compensation Committee |
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The Compensation Committee reviews, approves and makes recommendations of the Company’s incentive and equity-based compensation plans to ensure that they meet corporate objectives. In addition, the Compensation Committee reviews and conducts risk assessments of compensation policies, practices and procedures to ensure that legal and fiduciary responsibilities of the Board are carried out and that such policies, practices and procedures contribute to the success of the Company. The Compensation Committee reviews the CEO’s recommendations on compensation for all Company officers and on adopted and changed major compensation policies and practices, and reports its recommendations to the Board for approval. The Compensation Committee also reviews and approves terms and conditions of Company succession planning, and administers the Company’s stock plans and determines compensation of the CEO. |
| Corporate Governance and Nominating Committee |
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The Corporate Governance and Nominating Committee oversees matters of corporate governance, including Board performance and considers director nominees, including those submitted by shareholders in accordance with the By-laws. The Committee also makes recommendations to the Board on all matters relating to the Board, including development and implementation of policies on composition, participation and size of the Board and committees of the Board, changes in the organization and procedures of the Board and compensation of non-employee directors. This Committee also reviews Company actions in furtherance of its corporate social responsibility, develops, recommends to the Board, and oversees compliance of the Corporate Governance Guidelines and Code of Business Conduct and Ethics, and performs other duties as are described in the Governance Guidelines. |
| Responsible Animal Use Committee |
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The Responsible Animal Use Committee is responsible for reviewing, evaluating and advising the Board and Company management regarding the Company’s impact on responsible animal utilization, including the Company’s progress in developing, investing in and/or acquiring the scientific and technological resources and expertise required to appropriately reduce the impact of animals in Company operations. It is also responsible for reviewing, evaluating, and advising the Board on the Company’s efforts to ensure effective governance and oversight of responsible animal utilization practices and operating standards of care, as well as stakeholder messaging. |
| Science and Technology Committee |
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The Science and Technology Committee focuses on identifying significant emerging trends in science and technology as well as considers the potential impact of these trends on the Company. It is also responsible for periodically reviewing and advising the Board on the Company’s strategic direction and investment in research and development activities. |
| Strategic Planning and Capital Allocation Committee |
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The Strategic Planning and Capital Allocation Committee is responsible for reviewing our capital structure, financial strategies, major acquisitions and investment policies to support prudent and effective capital allocation. The Strategic Planning and Capital Allocation Committee is responsible for oversight of risks relating to material financial decisions, credit policies and ratings, investment strategies, and our debt and equity structure. To satisfy these oversight responsibilities, the Committee receives assistance and reports from our senior management from time to time. |