Board Committee Structure
The Board of Directors has four standing committees: (i) an Audit Committee (in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), (ii) a Compensation Committee, (iii) a Corporate Governance and Nominating Committee and (iv) a Risk Committee.
The Audit Committee is currently composed of three members, Messrs. Campion (who chairs the Committee), Getz and Wall, all of whom are independent under the definitions and interpretations of NASDAQ. According to the Audit Committee Charter, adopted by the Board of Directors and available in the investor relations section of our website at www.haynesintl.com, the Audit Committee is primarily responsible for:
Appointment, retention, termination and oversight, including the approval of compensation, of the Company's independent auditors;
Pre-approving audit and non-audit services by the independent auditors;
Reviewing the audit plan and the estimated fees;
Reviewing securities disclosures and earnings press releases;
Managing significant risks and exposures and policies with respect to risk assessment and risk management;
Reviewing operational and accounting internal controls, including any special procedures adopted in response to the discovery of material control deficiencies;
Reviewing the action taken by management on the internal auditors' and independent auditors' recommendations;
Reviewing the appointment, reassignment, and replacement of the senior internal audit executive; and
Performing such additional activities, and considering such other matters, within the scope of its responsibilities, as the Audit Committee or the Board deems necessary or appropriate.
The Compensation Committee is currently composed of three members, Messrs. Getz (who chairs the Committee), Campion and Wall, all of whom are independent under the definitions and interpretations of NASDAQ. According to the Compensation Committee Charter, adopted by the Board of Directors and available in the investor relations section of our website at www.haynesintl.com, the Compensation Committee is primarily responsible for:
Establishing the Company's philosophy and policies regarding executive and director compensation, and overseeing the development and implementation of executive and director compensation programs;
Setting the CEO's compensation level and performance goals and approving awards for the CEO under incentive compensation plans based on the performance evaluation conducted by the Board;
Reviewing and approving the individual elements of total compensation for the executive management of the Company;
Reviewing and approving revisions to the Company's executive officer salary range structure and annual salary increase guidelines;
Assuring that the Company's executive incentive compensation program is administered in a manner consistent with the Committee's compensation philosophy and policies as to participation, target annual incentive awards, corporate financial goals, and actual awards paid to executive officers;
Reviewing the Company's employee benefit programs and approving changes, subject, where appropriate, to stockholder or Board approval;
Overseeing regulatory compliance with respect to compensation matters;
Overseeing and making recommendations to the Board with respect to the Company's incentive compensation plans and equity-based plans; and
Preparing and issuing compensation evaluations and reports.
The Corporate Governance and Nominating Committee, which we sometimes refer to as the Governance Committee, is currently composed of three members, Messrs. Wall (who Chairs the Committee), Corey and Shor, all of whom are independent under the definitions and interpretations of NASDAQ. According to the Corporate Governance and Nominating Committee Charter, adopted by the Board of Directors and available in the investor relations section of our website at www.haynesintl.com, the Governance Committee is responsible for overseeing the performance and composition of the Board of Directors to ensure effective governance. The Governance Committee identifies and recommends the nomination of qualified directors to the Board of Directors as well as develops and recommends governance principles for the Company.
The Risk Committee is currently composed of four members, Messrs. Corey (who chairs the Committee), Campion, Getz and Shor, all of whom are independent under the definitions and interpretations of NASDAQ. Under the Risk Committee charter, adopted by the Board of Directors and available in the investor relations section, the Risk Committee is primarily responsible for, among other matters:
Reviewing and approving the Company’s risk governance framework;
Setting the tone and developing a culture within the Company regarding risk;
Reviewing the strategic and operating risks identified by management, designating some or all of those risks to be subject to the Committee’s oversight;
Reviewing periodic reports from management on the metrics used to measure, monitor and manage risks;
Reviewing the independence, authority and effectiveness of the risk management function, including staffing levels and qualifications; and
Approving the appointment of the CEO’s designated Risk Officer.