The
CSC Board of Directors has three standing committees: the
Audit Committee, the Compensation Committee and the Nominating/Corporate
Governance Committee. The authority and responsibilities of each committee are set forth in its charter.
Audit Committee Charter
 View PDF (89 KB)
Compensation Committee Charter
View PDF (72 KB)
Nominating/Corporate Governance Charter
View PDF (79 KB)
Each director serving on these three committees must be "independent"
for purposes of CSC's Corporate Governance Guidelines. In
addition:
- Each Audit Committee member must
be "independent" for purposes of the rules and
regulations of the New York Stock Exchange and the U.S.
Securities and Exchange Commission relating to audit committees,
and must be financially literate. No member of the Audit
Committee may simultaneously serve on the audit committees
of more than three other public companies unless the Board
determines that such simultaneous service would not impair
the member’s ability to effectively serve on the Audit
Committee, which determination must be disclosed in CSC's
proxy statement. In addition, the Company must disclose
whether at least one member of the Audit Committee is an
"audit committee financial expert."
- Each Compensation Committee member must
be a "non-employee director" for purposes of Rule
16b-3 promulgated under the Securities Exchange Act of 1934,
and an "outside director" for purposes of Section
162(m) of the Internal Revenue Code.
The committees currently consist of the following Directors:
| Independent Directors |
Audit Committee |
Compensation Committee |
Nominating/Corporate Governance Committee |
| Irving W. Bailey, II |
|
Chair |
|
| David J. Barram |
X |
|
|
| Stephen L. Baum |
Chair |
|
X |
| Rodney F. Chase |
X |
|
X |
| Judith R. Haberkorn |
|
X |
|
| F. Warren McFarlan |
|
X |
Chair |
| Chong Sup Park |
|
X |
|
| Thomas H. Patrick |
X |
|
|
The Board has determined that:
- Each director who is a member of a
committee satisfies all the requirements for membership
on that committee; and
- David Barram, Stephen Baum, Rodney Chase
and Thomas Patrick each qualifies as an "audit committee
financial expert" for purposes of the rules of the
U.S. Securities and Exchange Commission.
|
