Committee Charters

Audit Committee
The Audit Committee assists the Board in providing oversight of the systems and procedures relating to the integrity of the Company’s financial statements, the Company’s financial reporting process, its systems of internal accounting and financial controls, the internal audit process, risk management, the annual independent audit process of the Company’s annual financial statements, and the Company’s compliance with legal and regulatory requirements. The Audit Committee is directly responsible for the appointment, oversight, qualification, independence, performance, compensation and retention of the Company’s independent registered public accounting firm, including audit fee negotiations.  The Audit Committee reviews with management the Company’s major financial risk exposures and the steps management has taken to monitor, mitigate and control such exposures. 

Audit Committee Charter
Committee Members: James S. Turley, Chair; Joshua B. Bolten; Candace Kendle; Matthew S. Levatich
Meetings in Fiscal 2016: 4

Compensation Committee
The Compensation Committee discharges the Board’s responsibilities relating to compensation of the Company’s executives and produces the Committee’s report on executive compensation included in the Company’s annual proxy statement. Among other things, the Committee (1) approves corporate goals and objectives relevant to Chief Executive Officer compensation, evaluates CEO performance and reviews and sets his compensation; (2) approves elements of compensation and oversees the evaluation process for all officers; (3) oversees the Company’s equity incentive plans and the adoption, amendment or termination of benefit plans; and (4) monitors and keeps current the Senior Management Succession Plan.

Compensation Committee Charter
Committee Members: Clemens A. H. Boersig; Gloria A. Flach; Matthew S. Levatich; Joseph W. Prueher
Meetings in Fiscal 2016: 9

Corporate Governance and Nominating Committee
The Corporate Governance and Nominating Committee oversees the Company’s corporate governance; reviews its governance principles and independence standards; oversees the annual self-evaluation by the Board and its committees; discharges the Board’s responsibilities related to compensation of Directors; identifies and evaluates individuals for Board and committee membership and Chairs; makes recommendations to the Board concerning the selection of Director nominees; makes recommendations as to the size and composition of the Board and its committees; and approves and/or reviews the Company’s conflict of interest policies, codes of ethics, political activities and compliance with laws and regulations, and oversees management’s implementation thereof.

Corporate Governance and Nominating Committee Charter
Committee Members: Joshua B. Bolten, Chair; Candace Kendle; James S. Turley
Meetings in Fiscal 2016: 4

Executive Committee
The Executive Committee exercises the authority of the Board of Directors during the intervals between Board meetings in the control and management of the property and business of the corporation in which specific direction has not been given by the Board, except in certain specified matters.

Executive Committee Charter
Committee Members: David N. Farr, Chair; Clemens A. H. Boersig; Joshua B. Bolten; Arthur F. Golden; James S. Turley
Meetings in Fiscal 2016: 1

Finance Committee
The Finance Committee advise the Board with respect to the Board's responsibilities for oversight of the Company's financial affairs, including long-range financing requirements and strategy, capital structure, dividend and share repurchase policies, short-term investment policy and hedging strategies, the Company's retirement plans, and the Emerson Charitable Trust and charitable contributions made directly by the Company. 

Finance Committee Charter
Committee Members: Clemens A. H. Boersig, Chair; Gloria A. Flach; Arthur F. Golden; Joseph W. Prueher
Meetings in Fiscal 2016: 4


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