| MEETINGS and CURRENT MEMBERS |  | SUMMARY RESPONSIBILITIES |
| | | |
Audit Committee |
| Meetings in 2009: 5
Current Members:
Raymond W. LeBoeuf, Chairman
Claire W. Gargalli
Ira D. Hall
Larry D. McVay
| | Assists the Board in its oversight of (a) the
independence, qualifications and performance of
Praxair’s independent auditor, (b) the integrity of
Praxair’s financial statements, (c) the performance of
Praxair’s internal audit function, and (d) Praxair’s
compliance with legal and regulatory requirements. In
furtherance of these responsibilities, the Audit
Committee, among other duties,
| (1) | appoints the independent auditor to audit
Praxair’s financial statements, approves the fees
and terms of such engagement, approves any
non-audit engagements of the independent
auditor, and meets regularly with, and receives
various reports from, the independent auditor.
The independent auditor reports directly to the
Audit Committee;
|
| (2) | reviews Praxair’s principal policies for
accounting and financial reporting and its
disclosure controls and processes, and reviews
with management and the independent auditor
Praxair’s annual financial statements prior to
their publication;
|
| (3) | reviews assessments of Praxair’s internal
controls, the performance of the Internal Audit
function, the performance evaluations of the
General Auditor and the Chief Compliance
Officer, and the guidelines and policies by
which Praxair undertakes risk assessment and
risk management; and
|
| (4) | reviews the effectiveness of Praxair’s compliance
with laws, business conduct, integrity and ethics
programs. |
See Audit Committee charter.
|
| | | |
Compensation & Management Development Committee |
| Meetings in 2009: 4
Current Members:
Wayne T. Smith, Chairman
Nance K. Dicciani
Edward G. Galante
Robert L. Wood | | Assists the Board in its oversight of (a) Praxair’s
compensation and incentive policies and programs,
and (b) management development and succession, in
both cases particularly as they apply to Praxair’s
executive officers. In furtherance of these
responsibilities, the Compensation & Management
Development Committee, among other duties,
| (1) | determines Praxair’s policies relating to the
compensation of the executive officers and
assesses the competitiveness and appropriateness
of their compensation and benefits; |
| (2) | approves corporate goals relevant to the CEO’s
compensation, evaluates the CEO’s performance
in light of these goals and sets the CEO’s
compensation accordingly;
|
| (3) | reviews management’s long-range planning for
executive development and succession, and
develops a CEO succession plan;
|
| (4) | reviews Praxair’s management incentive
compensation and equity compensation plans
and oversees their administration, and reviews
incentive compensation policies and practices
applicable to all employees generally, to confirm
that incentive compensation programs do not
encourage excessive risk taking that could be
material to the Company; and |
| (5) | reviews periodically the Company’s diversity
policies and objectives, and programs to achieve
those objectives. |
See Compensation & Management Development Committee charter.
|
| | | |
Governance & Nominating Committee |
| Meetings in 2009: 6
Current Members:
Claire W. Gargalli, Chairperson
Edward G. Galante
Wayne T. Smith
Robert L. Wood | | Assists the Board in its oversight of (a) the selection,
qualifications, compensation and performance of
Praxair’s directors, (b) Praxair’s governance, including
the practices and effectiveness of the Board, and (c)
various important public policy concerns that affect
the Company. In furtherance of these responsibilities,
the Governance & Nominating Committee, among
other duties,
| (1) | recommends to the Board nominees for election
as directors, and periodically reviews potential
candidates, including incumbent directors;
|
| (2) | reviews policies with respect to the composition,
organization and practices of the Board, and
developments in corporate governance matters
generally; and
|
| (3) | reviews Praxair’s policies and responses to broad
public policy issues such as social responsibility,
corporate citizenship, charitable contributions,
sustainable development, legislative issues, and
important shareholder issues, including
management and shareholder proposals offered
for shareholder approval. |
See Governance and Nominating Committee charter.
|
| | | |
Finance & Pension Committee |
| Meetings in 2009: 3
Current Members:
Ira D. Hall, Chairman
Nance K. Dicciani
Raymond W. LeBoeuf
Larry D. McVay | | Assists the Board in its oversight of (a) Praxair’s
financial position and financing activities, (b)
Praxair’s financial risk management policies and
activities, and (c) the ERISA-qualified, funded plans
sponsored by Praxair. In furtherance of these
responsibilities, the Finance & Pension Committee,
among other duties,
| (1) | monitors Praxair’s financial condition and its
requirements for financing, and reviews, and
recommends to the Board, the amounts, timing,
types and terms of public stock issues and
public and private debt issues; |
| (2) | reviews Praxair’s foreign exchange and interest
rate exposures, the results of its foreign
exchange hedging activities, and Praxair’s
practices for managing insurable risks;
|
| (3) | reviews Praxair’s policies on dividends and stock
repurchases; and
|
| (4) | reviews the investment performance,
administration and funded status of Praxair’s
funded benefit plans and appoints administration
and investment committees to act as fiduciaries
of such plans. |
See Finance & Pension Committee charter.
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