The Board of Directors has three permanent committees: an Audit Committee, a Management Development and Compensation Committee and a Nominating and Governance Committee. The functions of these committees are summarized below. Each committee has a charter, and all committee members meet the relevant independence standards prescribed by the SEC and the New York Stock Exchange. The committee members also meet more stringent standards in Articles II and III of Armstrong’s Corporate Governance Principles. Each committee meets several times a year. Each committee receives its authority and assignments from the Board and reports directly to the Board.
The Audit Committee oversees the accounting and internal financial control matters and performs related duties as prescribed in its charter. The committee retains independent public accountants to audit Armstrong’s financial statements. Among other duties, the committee also reviews: (1) the scope and results of the independent auditors’ activities and the fees proposed and charged by the independent auditors; (2) the scope and results of Armstrong’s internal audit activities; (3) the travel and entertainment expenses of Armstrong’s officers; and (4) the financial activities, financial position and related financial reports of Armstrong.
The Management Development and Compensation Committee oversees the compensation of executive officers of Armstrong. The committee also (1) oversees the Company’s compensation plans; (2) periodically reviews management development plans, salary and incentive compensation plans and the administration of plans for Armstrong’s salaried employees; and (3) reviews senior management succession plans.
The Nominating and Governance Committee oversees the development, performance and effective functioning of the Board. Specifically, the committee (1) reviews and recommends new director candidates for consideration by the Board, (2) recommends director nominees for election at the annual shareholders’ meeting, (3) supports periodic assessments of Board effectiveness and evaluations of individual directors, (4) reviews matters concerning directors’ compensation, and (5) considers candidates recommended by the shareholders. (To recommend a candidate click here, or contact the Secretary of the Company.)