Convenios Constitutivos de los Comités

The key committees of Equifax's Board of Directors which handle the governance, audit, compensation and human resources and technology functions, are each comprised solely of outside directors who meet the NYSE definition of "Independent." Read below to find out more about these key committees.

Audit Committee

I. PURPOSE

The primary function of the Audit Committee is to assist the Board of Directors in fulfilling its oversight responsibilities for: (1) the integrity of the Company’s financial statements and other financial information provided to any governmental body, its shareholders or the public; (2) the Company’s systems for complying with legal and regulatory requirements; (3) the independent auditor’s qualifications, independence, and performance; (4) the performance of the Company’s internal audit function; and (5) the integrity of the Company’s internal controls regarding finance, accounting, and auditing, and its financial reporting processes.

II. MEMBERSHIP

  1. The Audit Committee will consist of three or more directors as determined and elected by the Board. Each of these directors shall be independent in accordance with New York Stock Exchange rules (“NYSE Rules”) and applicable Securities and Exchange Commission rules (“SEC Rules”) applicable to Audit Committee members.
  2. No Committee member may receive any compensation from the Company other than compensation as a director except as permitted by the NYSE Rules and SEC Rules.
  3. All Committee members must be financially literate as required by the NYSE Rules and as such qualification is interpreted by the Board in its business judgment, or become financially literate within a reasonable period of time after his or her appointment to the Committee. At least one member of the Committee must have accounting or related financial management expertise as required by the NYSE Rules and at least one member must be an Audit Committee Financial Expert as defined in the SEC Rules.
  4. If any Committee member simultaneously serves on the audit committee of more than three (3) public companies, the Board must determine that such simultaneous service will not impair the ability of such member to serve effectively on the Company’s Audit Committee.

III. MEETINGS

  1. The Committee will meet at least quarterly and at such other times as determined by the Chair of the Committee or a majority of the Committee members.
  2. The Board may appoint a Chair of the Committee. The Chair will preside, when present, at all meetings of the Committee. A majority of the members shall constitute a quorum for the transaction of business. A majority of the members present at any meeting at which a quorum is present may act on behalf of the Committee. The Committee may meet by audio or videoconference and may take action by written consent.
  3. To foster open and candid communication, the Committee will meet with management, the director of the internal audit department and the independent accountants in separate executive sessions.
  4. The Committee will report its activities and findings to the Board on a regular basis.

IV. RESPONSIBILITIES AND DUTIES

The specific duties and responsibilities of the Committee include:

  1. Financial Statements Review
  1. Review the audited financial statements, the Management’s Discussion and Analysis section and other material financial content of the Company’s annual report to shareholders and annual report on Form 10-K, and discuss with management and the independent auditors prior to publication of the annual report to shareholders and the filing of the Company’s Form 10-K.
  2. Review the unaudited financial statements, the Management’s Discussion and Analysis section and other material financial content of each quarterly report on Form 10-Q and discuss with management and the independent auditors prior to filing the Form 10-Q. To the extent permissible under NYSE Rules, the Committee may delegate this review to the Chair or another member.
  3. Review and comment concerning earnings press releases and financial information and earnings guidance provided to analysts and rating agencies prior to the release or dissemination of such information. In lieu of reviewing each such disclosure prior to release or dissemination, the Committee may discuss generally with management the types of information to be disclosed and the types of presentation to be made, and establish policies or guidelines for such disclosures. To the extent permissible under NYSE Rules, the Committee may delegate this review to the Chair or another member.
  4. Prepare the annual Audit Committee report for inclusion in the Company’s proxy statement, in accordance with all applicable rules and regulations.
  1. Independent Auditors
  1. Exercise direct responsibility for the selection, appointment, retention, oversight and compensation of the Company’s independent auditors. The independent auditors shall report directly to the Committee. The Committee may submit the selection or appointment of the independent auditors to the Company’s shareholders for approval or ratification.
  2. Exercise sole authority to approve all work to be performed by the independent auditors and the fees for such work.  The Committee shall oversee the Company’s compliance with applicable law prohibiting the independent auditors from providing certain non-audit services. The Committee shall pre-approve all audit and permitted non-audit services to be performed by the independent auditors. The Committee may delegate to one or more of the members of the Committee the authority to pre-approve permitted non-audit services to be performed by the independent auditors, or may establish pre-approval policies and procedures in accordance with applicable law. The Committee shall be informed of any approvals granted pursuant to delegated authority or pre-approval policies and procedures at its next meeting following such approval.
  3. Review the overall performance of the independent auditors, and if necessary, discharge the independent auditors if the Committee in its discretion determines that circumstances warrant such discharge.
  4. To foster open communication, the Committee shall discuss with the independent auditor any matters that the Committee determines to be necessary or appropriate, including those matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (PCAOB).
  5. At least annually, obtain and review a report by the independent auditor describing: the firm’s internal quality-control procedures; any material issues raised by the most recent internal quality-control review, or peer review, of the firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years, respecting one or more independent audits carried out by the firm, and any steps taken to deal with any such issues; and all relationships between the independent auditor and the Company, including, without limitation, the applicable requirements of the PCAOB regarding the independent accountant’s communications with the Committee concerning independence. The Committee shall actively engage in a dialogue with the independent auditors with respect to any disclosed relationships or services that may impact the objectivity and independence of the independent auditors, and take appropriate action in response to the independent auditors' statement to satisfy itself of the accountants’ independence. The Committee shall present its conclusions with respect to the independent auditors' independence and performance to the Board.
  6. Develop clear guidelines regarding the Company’s hiring of employees or former employees of the independent auditors.
  7. Consider whether the Company should have a policy with respect to the rotation of independent auditing firms, and develop any such policy.
  1. Internal Audit
  1. Review periodic internal reports to management prepared by the internal audit department or the independent auditors and management's response along with the status of prior outstanding recommendations.
  2. Review objectives, activities, organizational structure, qualifications, staffing and budget of the internal audit department.
  3. Ratify the appointment, replacement, reassignment or dismissal of the head of the Company’s Internal Audit function, as approved by the Committee Chair.
  1. Financial Reporting and Auditing
  1. Review with the Company’s principal executive and financial officers, internal auditors and independent auditors the integrity of the Company’s financial reporting processes, including (a) disclosures made to the Committee by the Company's CEO and CFO during their certification process for the Form 10-K and Forms 10-Q about any significant deficiencies in the design or operation of internal controls or material weaknesses  therein and any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal controls; and (b) assurance from the independent auditors that Section 10A(b) of the Securities Exchange Act of 1934 has not been implicated. Section 10A(b) relates to illegal acts that have come to the attention of the independent auditors during the course of the audit.
  2. Review with the independent auditors, the internal auditors and management, the adequacy and effectiveness of the Company’s internal control over financial reporting, disclosure controls and procedures and the completeness and accuracy of the Company's financial statements and financial reporting process. The Committee shall consider the quality of presentation of, among other matters, critical accounting policies, off-balance sheet transactions and financial measures presented on a basis other than  in accordance with generally accepted accounting principles.
  3. In consultation with the independent auditors, management and the Company’s internal audit department, review all major changes and improvements pertaining to the Company's financial and accounting principles, practices, internal control over financial reporting and disclosure controls and procedures.
  4. Establish regular and separate systems of reporting to the Committee by the independent auditors and the internal auditors regarding any significant judgments made in management's preparation of the financial statements and the view of each as to the appropriateness of any such judgments.
  5. Discuss, either as a Committee or through its Chair (or designee), with the independent auditors, the internal auditors and management the results of the independent accountants’ review of the interim financial information prior to the filing of the quarterly Form 10-Q with the SEC, to the extent required by generally accepted auditing standards.
  6. Discuss with the independent auditors and management the scope, planning and staffing of the annual audit prior to the commencement of the audit.
  7. Obtain and review at least annually within 90 days prior to the filing of the Company’s annual report on Form 10-K a report or report update from the independent auditors setting forth: all critical accounting policies and practices to be used in the financial statements; all alternative treatments within generally accepted accounting principles for policies and practices related to material items that have been discussed with management, including the ramifications of the use of such alternative disclosures and treatments and the treatment preferred by the independent auditors; and any other material communications between the independent auditors and management, such as any management letter or schedule of unadjusted differences.
  8. After the annual audit, review with the independent auditors and the internal audit department the matters required under the PCAOB’s Auditing Standard No. 1301 (“Communications with Audit Committees”), as amended or superseded, or other applicable accounting standards or rules of the PCAOB, any significant difficulties encountered during the course of the audit, including any restrictions on the scope of work or access to required information and any significant unresolved disagreements with management. The Committee shall review with the independent auditor any audit problems or difficulties and management's response, and shall resolve any disagreements between management and the independent auditors.
  1. Ethical and Legal Compliance and Risk Oversight
  1. Ensure the Company maintains an appropriate code of conduct and business ethics compliance program and perform an annual review of its effectiveness.

    Review requests for and determine whether to grant or deny waivers of the Company’s ethics code(s) applicable to directors and executive officers.
  2. Exercise oversight with respect to the structure, operation and efficacy of the Company’s regulatory compliance program.  This oversight will include:
    1. regular review of legal, tax and regulatory matters that may have a material impact on the Company’s financial statements and disclosures;
    2. regular review of compliance with applicable laws and regulations;
    3. approval of the annual compliance audit plan and review of such audits to be performed by the Internal Audit department of the Company; and
    4. review of significant inquiries received from and reviews by regulators or government agencies, including, without limitation, issues pertaining to compliance with federal or state securities or consumer financial protection laws or regulations or enforcement or other actions brought or threatened to be brought against the Company by, regulators or government agencies.
  3. Establish procedures as required by law for the receipt, retention and treatment of complaints on accounting, internal accounting controls, auditing or other matters, as well as for confidential, anonymous submissions by Company employees of concerns regarding accounting, auditing or other matters.
  4. At least once a year, review and discuss with management the Company’s policies with respect to risk assessment and risk management, including, without limitation, material regulatory, compliance and litigation risks facing the Company. Without limiting the generality of the foregoing, such reviews and discussions will include the implications of the Company’s internal use of its data sets on consumers civil rights and the potential impact of such issues on the Company’s business, operations and management. The Committee will direct management to take appropriate steps to monitor and mitigate such exposures and policy concerns.
  5. Review in a general manner and discuss with management and, as appropriate, the Board and each committee of the Board, the policies and guidelines through which each committee of the Board oversees appropriate components of the Company’s risk management.
  6. In coordination with the Technology Committee, oversee risk management with respect to cybersecurity. The Committee may, as it deems appropriate, hold joint meetings of the Technology Committee and the Committee regarding risk management with respect to cybersecurity or other appropriate matters.

V.GENERAL PROVISIONS

  1. The Committee may establish such subcommittees of its members, as it deems appropriate to assist it in its duties, provided that it retains ultimate responsibility for such matters as prescribed by the applicable regulatory or listing requirements.
  2. The Committee may exercise such additional powers and duties as may be reasonable, necessary or desirable, in the Board or the Committee’s discretion, to fulfill its duties under this Charter and applicable law, as the Board or the Committee deems necessary or appropriate.  For example, the Committee may conduct or authorize, if it considers appropriate, special reviews and investigations into any matters within the scope of its responsibilities.
  3. In the course of fulfilling its duties, the Committee may at any time seek advice and assistance from outside legal counsel, accounting or other advisors as the Committee deems necessary to carry out its duties on such terms as the Committee, in its sole discretion, shall determine to be fair and reasonable without necessity for Board approval.
  4. The Committee shall receive appropriate funding, as it determines, from the Company for payment of compensation to the independent auditors, outside legal counsel, or accounting or other advisors employed by the Committee, and for ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out its duties.
  5. The Committee shall conduct an annual performance self-evaluation and report the results of such evaluation to the Governance Committee.
  6. The Committee shall review and assess the adequacy of the Committee’s Charter at least annually and report the results of such review to the Governance Committee.

Revised March 20, 2018

Compensation, Human Resources and Management Succession Committee of the Board of Directors

I. Purpose

The primary function of the Compensation, Human Resources and Management Succession Committee is to assist the Board of Directors in fulfilling its oversight responsibility with respect to (A) determining and evaluating the compensation of the Chief Executive Officer (the “CEO”); (B) approving and monitoring the executive compensation and benefits plans, policies and programs of the Company; (C) reviewing and discussing with the Company’s management the Compensation Disclosure and Analysis “CD&A” to be included in the Company’s annual proxy statement and determine whether to recommend to the Board that the CD&A be included in the proxy statement; and (D) advising management on succession planning and other significant human resources matters. 

II. Membership

The Committee shall consist of three or more directors as determined and elected by the Board.  Each member of the Committee must satisfy such criteria of independence as the Board may establish and such additional regulatory or listing requirements as the Board may determine to be applicable or appropriate.  Accordingly, all members shall meet the independence requirements of the New York Stock Exchange (the “NYSE”) for members of a listed company compensation committee of the board of directors and Rule 10C-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  It is intended that at least two of the members will meet the definitions of “non-employee director” under Exchange Act Rule 16b-3 and “outside director” under Section 162(m) of the Internal Revenue Code, as amended (the “Code”) so long as Section 162(m) remains relevant.

The following are skills useful for members of this Committee:  broad management experience, general familiarity with executive compensation programs, knowledge of and/or experience with corporate performance measurement and incentive approaches and ability to assert opinions independent from those of management. 

III. Meetings

  1. The Committee shall meet at least quarterly and at such other times as determined by the Chair of the Committee, or a majority of the committee members. 
  2. The Board may appoint a Chair of the Committee.  The Chair will preside, when present, at all meetings of the Committee.  A majority of the members shall constitute a quorum for the transaction of business.  A majority of the members present at any meeting at which a quorum is present may act on behalf of the Committee.  The Committee may meet by audio or videoconference and may take action by written consent.
  3. The Committee will report its activities and findings to the Board on a regular basis.

IV. Responsibilities and Duties

The specific duties and responsibilities of the Committee include:

A. Executive Compensation Matters

  1. Review and approve corporate goals and objectives relevant to compensation of the CEO.  The Committee shall evaluate the CEO’s performance in light of these goals and objectives and shall determine and set the CEO’s compensation level based on such evaluation.
  2. Oversee the evaluation of and make determinations regarding compensation for all other executive officers and any other corporate officers who are subject to the provisions of Section 16 of the Exchange Act (or any successor rule(s) to the same effect) (the “Section 16 Officers”).
  3. In determining or recommending the long-term incentive component of CEO and Section 16 Officer compensation, the Committee will generally consider the Company’s performance and relative shareholder return, the value of similar incentive awards to the CEO and other Section 16 Officers at comparable companies, and the awards given to the Company’s CEO and Section 16 Officers in past years.
  4. Authorize and approve any employment, severance, change-in-control or similar termination agreement, award or payment proposed to be made with or to any current or former Section 16 Officer.
  5. Approve equity compensation awards for the CEO and other Section 16 Officers.
  6. To the extent Code Section 162(m) is relevant, determine the Company’s policy with respect to the application of Code Section 162(m), and the deductibility of executive compensation for federal income tax purposes.  The Committee will approve goals and awards under the compensation plans of the Company as required by Section 162(m).
  7. Prepare a report annually on executive compensation for inclusion in the Company’s proxy statement, in accordance with all applicable rules and regulations.
  8. The Committee may delegate responsibility for the day-to-day management of the Company’s executive compensation programs.
  9. Conduct an annual risk assessment of the Company’s compensation programs.

B. Plan Matters

  1. Create, authorize, approve, amend and/or terminate any new or existing executive officer and employee compensation and benefit plans.
  2. Determine and set the Company’s discretionary matching contributions to the Company’s 401(k) Plan (the “Plan”) and take any other actions required of it under the Plan.
  3. Appoint the members of the Company’s Group Plans Administrative Committee (the “Administrative Committee”) whose members shall be responsible for oversight and administrative duties regarding the plans as determined by the Committee.
  4. Annually receive a presentation regarding the effectiveness and funded status of the Company’s compensation and qualified benefit plans from the Group Plans Administrative Committee.

C. Plan Funding

  1. Create, authorize, approve, amend and/or terminate any funding mechanisms or trusts for new or existing compensation and benefit plans, and add or delete investment alternatives to plans that provide such alternatives, provided however that the issuance of shares of Company stock for such purposes will require approval of the Board.
  2. Designate or replace those persons identified in certain funding mechanisms as having the authority to amend (or approve amendments to) those mechanisms, subject to the terms of the relevant plan or other documents.
  3. Monitor the effectiveness and funded status of the Company’s U.S. Retirement and 401(k) Plans.
  4. The Committee may delegate the powers and functions described under these subheadings “Plan Matters” and “Plan Funding” to the Administrative Committee or to the respective Plan Administrators, or other appropriate committees or individuals, if such delegation is consistent with the Company’s overall compensation policies; provided, however, that the Committee may not (i) delegate the power to: create, authorize, approve, amend and/or terminate any new or existing incentive compensation or equity-based plan in which Section 16 Officers or directors participate; or (ii) terminate, or substantially reduce or freeze benefits or future accruals under, any plan other than welfare benefit plans.

D. Human Resources and Management Succession Matters

  1. Review CEO and other management development and succession plans at least annually with the CEO, and ensure that they are reviewed with the Board at least annually, including succession of the CEO in the event of an emergency.
  2. Advise and consult with management on other significant human resources matters, as appropriate. 

V. General Provisions

  1. The Committee may establish such subcommittees of its members as it deems appropriate to assist it in its duties, provided that it retains ultimate responsibility for such matters as prescribed by the applicable regulatory or listing requirements.
  2. The Committee shall have the sole authority to select, retain, obtain the advice of and terminate any compensation consultant, independent legal counsel or other adviser (each, a “Consultant”) (including the sole authority to approve the Consultant’s fees and other retention terms without necessity for Board approval) it deems necessary for the fulfillment of its responsibilities. The Committee shall be directly responsible for the appointment, compensation and oversight of the work of any such Consultant retained by the Committee.  The Company shall provide for appropriate funding as determined by the Committee for payment of reasonable compensation to any such Consultant retained by the Committee and for ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out its duties.

    The Committee may select a Consultant to the Committee only after taking into consideration all factors relevant to that Consultant’s independence from the Company and its management, including the following:
    • The provision of other services to the Company by the Consultant or the person that employs the Consultant;
    • The amount of fees received from the Company by the person that employs the Consultant, as a percentage of the total revenue of such employer;
    • The policies and procedures of the person that employs the Consultant that are designed to prevent conflicts of interest;
    • Any business or personal relationship of the Consultant with a member of the Committee;
    • Any stock or other voting equity securities of the Company owned by the Consultant; and
    • Any business or personal relationship of the Consultant (or the person employing the Consultant) with a Section 16 Officer.
    The Committee shall conduct the independence assessment with respect to any Consultant that is expected to provide advice to the Committee, other than the Company’s in-house legal counsel.

  3. The Committee may exercise such additional powers and duties as may be reasonable, necessary or desirable, in the Board or the Committee’s discretion, to fulfill its duties under this Charter and applicable law, as the Board or the Committee deems necessary or appropriate.
  4. The Committee shall conduct an annual performance self-evaluation and report the results of such evaluation to the Governance Committee.
  5. The Committee will review and assess the adequacy of the Committee’s Charter at least annually and report the results of such review to the Governance Committee.

Revised March 20, 2018

Executive Committee

I. Purpose

The Executive Committee is authorized by the Bylaws of the Company to exercise all of the powers of the Board in managing the business and property of the Company during the intervals between meetings of the Board of Directors, subject to Board discretion or as limited by applicable laws.

II. Compensation

The Board of Directors may elect from their members an Executive Committee. The Executive Committee shall consist of not less than three nor more than five members, the precise number to be fixed by resolution of the Board of Directors from time to time. A majority of the members of the Committee shall be non-management directors. Each member shall serve for one year and until his or her successor shall have been elected, unless that term is sooner terminated by the Board of Directors. The Board of Directors shall fill the vacancies in the Executive Committee by election.

III. Meetings

The Committee shall meet as frequently as circumstances dictate or at the discretion of the Chairman. The affirmative vote of a majority of all the members of the Committee shall be necessary to its adoption of any resolution. All action by the Committee shall be reported to the Board of Directors at its meeting next succeeding such action, and shall be subject to revision or alteration by the Board of Directors, provided that no rights or interests of third parties shall be negatively affected by any such revision or alteration.

IV. Responsibilities and Duties

The Committee shall possess and may exercise all the powers of the Board in the management of all the affairs of the Company, including but not limited to, the making of contracts, the purchase and sale of property, the execution of legal instruments and all other matters in which specific direction shall not have been given by the Board of Directors.

Governance Committee

I. PURPOSE

The Governance Committee shall assist the Board of Directors with respect to (A) Board organization, membership, and function, (B) committee structure and membership, and (C) oversight of evaluation and compensation of the Board. The Committee shall exercise a leadership role in shaping the corporate governance of the Company and shall recommend to the Board corporate governance principles applicable to the Company.

II. MEMBERSHIP

The membership of the Committee shall consist of independent directors. Each of these directors shall be independent in accordance with New York Stock Exchange rules (“NYSE Rules”) and free from any material relationship (either directly or as a partner, shareholder or officer of an organization that has such a relationship with the Company) that, in the opinion of the Board, would interfere with the exercise of his or her independent judgment as a Committee member. Prior experience with governance issues is useful to membership on this Committee.

III. MEETINGS

The Committee shall meet at least quarterly and at such other times as determined by the Chair of the Committee, or a majority of the committee members. A majority of the members of the Committee shall constitute a quorum for the transaction of business. The Committee will report its activities and findings to the Board on a regular basis.

The Board may appoint a Chair of the Committee. The Chair will preside, when present, at all meetings of the Committee. A majority of the members will constitute a quorum for the transaction of business. A majority of the members present at any meeting at which a quorum is present may act on behalf of the Committee. The Committee may meet by audio or videoconference and may take action by written consent.

IV. RESPONSIBILITIES AND DUTIES

The specific duties and responsibilities of the Committee shall include:

  1. Evaluate the performance of the directors on a continuing basis individually and collectively, and management of the annual Board performance self-evaluation process.
  2. Make recommendations to the Board regarding the composition and responsibilities of Board committees.
  3. Annually review all Board committee charters, including the Committee’s Charter, to ensure they reflect a commitment to effective governance.
  4. Recommend to the Board concerning improvements in the process of governance, and changes in the Company’s corporate governance principles.
  5. Recommend to the Board on matters of Board policies and practices, including policies on director service and tenure, and corporate governance, together with monitoring of the implementation of such policies and practices and ongoing education of the Board.
  6. Review and discuss with the Company’s management the Company’s responses to shareholder proposals or determine a committee of the Board appropriately responsible therefore.
  7. Recommend to the Board on or before the date of the first regular meeting of each year the Committee’s slate of directors for submission to shareholders at the Company’s annual meeting.
  8.  Develop and recommend to the Board criteria for the selection of qualified directors, including criteria for the evaluation of nominees submitted by the shareholders.
  9. Make nominations and recommendations concerning new director candidates in view of pending additions, resignations or retirements, and orientation of new directors to the Company.
  10. Review any director candidate nominated for election pursuant to the proxy access or advance notice provisions of the By-Laws, discuss with management related supporting materials to determine compliance with the requirements of such provisions and make recommendations to the Board with respect to properly nominated director candidates.
  11. At least annually, review and recommend action to the Board to authorize, approve, amend and/or terminate any new or existing non-employee director compensation and benefits.
  12. Review, with the advice of legal counsel, any questions regarding the independence of outside directors, and recommend to the Board such action as required by the NYSE Rules or other applicable regulatory standards.
  13. Oversee the Company’s Political Engagement Policy and other policies and practices related to political contributions and contributions to trade associations and other tax-exempt and similar organizations that may engage in political activity.
  14. Review and discuss with the Company’s management, at least annually, the Company’s political activities, including direct and indirect political spending and lobbying activities and expenditures.

V. GENERAL PROVISIONS

  1. The Committee may establish such subcommittees of its members as it deems appropriate to assist it in its duties, provided that it retains ultimate responsibility for such matters as prescribed by the applicable regulatory or listing requirements.
  2. In the course of fulfilling its duties, the Committee may at any time seek advice and assistance from outside legal counsel, consultants or other advisors as the Committee deems necessary to carry out its duties on such terms as the Committee, in its sole discretion, shall determine to be fair and reasonable without necessity for Board approval.
  3. The Committee shall have the sole authority to retain and terminate any search firm to be used to identify director candidates; including sole authority to approve the search firm’s fees and other retention terms.
  4. The Committee shall receive appropriate funding, as it determines, from the Company for payment of compensation to any search firm, outside legal counsel, or consultants or other advisors employed by the Committee, and for ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out its duties.
  5. The Committee may exercise such additional powers and duties as may be reasonable, necessary or desirable, in the Board or the Committee’s discretion, to fulfill its duties under this Charter and applicable law, as the Board or the Committee deems necessary or appropriate.
  6. The Committee shall conduct an annual performance self-evaluation.

Revised March 20, 2018

Technology Committee

I. PURPOSE

The purpose of the Technology Committee is to assist the Board with respect to its oversight of (i) the Company’s technology strategy and significant technology investments in support of its evolving global business needs and (ii) cybersecurity and technology-related risks and management efforts to monitor and mitigate those risks. Areas of review include: information technology strategy; significant new product lines or technology investments; and the Company’s response to technology-based threats and opportunities. In addition, the Committee will oversee the Company’s mitigation of any identified enterprise-wide risks in the above areas.

II. MEMBERS

The Committee shall consist of three or more directors as determined and elected by the Board of Directors. Each of these directors shall be independent in accordance with New York Stock Exchange rules and free from any material relationship (either directly or as a partner, shareholder or officer of an organization that has such a relationship with the Company) that, in the opinion of the Board, would interfere with the exercise of his or her independent judgment as a Committee member. The following skills are particularly useful for the Committee members to have: familiarity and experience with technology development and/or deployment; technology strategy; and technology risk assessment and management, including data security risk management.

III. MEETINGS

  1. The Committee shall meet at least quarterly and at such other times as determined by the Committee Chairman or a majority of the Committee members.
  2. The Board may appoint a Chair of the Committee. The Chair will preside, when present, at all meetings of the Committee. A majority of the members of the Committee shall constitute a quorum for the transaction of business. The Committee may meet by audio or videoconference and may take action by written consent.
  3. To foster open and candid communication, the Committee will meet with management and outside advisors performing reviews of the Company’s cybersecurity program in separate executive sessions.
  4. The Committee will report its activities and findings to the Board on a regular basis.

IV. RESPONSIBILITIES AND DUTIES

The specific duties and responsibilities of the Committee are set forth below. Unless otherwise specified, the intervals for review of any given policy or program may be annual, biannual, or at longer or shorter intervals, depending upon the nature of the subject matter and developments affecting the Company with respect to that subject matter.

A. Technology Strategy and Investments

  1. Review the information technology strategy of the Company in light of the Company’s evolving global business needs.
  2. Review and report to the Board with respect to the annual technology budget.
  3. Monitor significant new technology product development programs (including software initiatives) and new technology investments, including technical and market risks associated with product development and investment.
  4. Monitor and oversee Company review of future trends in technology that may affect the Company’s strategic plans, including overall industry trends and new opportunities and threats occasioned by new technologies, especially disruptive technologies.
  5. Assess the scope and quality of the Company’s intellectual property portfolio and strategy.

B. Cybersecurity and Technology-Related Risk Management

  1. In coordination with the Audit Committee, oversee risk management with respect to cybersecurity. The Committee may, as it deems appropriate, hold joint meetings of the Audit Committee and the Committee regarding risk management with respect to cybersecurity or other appropriate matters.
  2. Review with management the Company’s technology investments and infrastructure associated with risk management, including policies relating to information security, disaster recovery and business continuity.
  3. Review with management the effectiveness of the Company’s cybersecurity program and all major changes and improvements pertaining to the Company’s cybersecurity controls and plans.
  4. Receive reports on the Company’s technical security architecture.
  5. Review and report to the Board with respect to the budget and resources allocated to cybersecurity.
  6. Review with management and report to the Board with respect to the root cause and remediation efforts with respect to all material cybersecurity incidents.
  7. Review with management and report to the Board with respect to technology aspects of Business Continuity Planning.
  8. Review with management the effectiveness of the Company’s escalation protocols with respect to prompt reporting of cybersecurity incidents to management, the Committee and the Board.
  9. In coordination with the Audit Committee, review periodic internal reports to management with respect to information technology and cybersecurity issues prepared by the internal audit department and management's response along with the status of prior outstanding recommendations.

C. Outside Cybersecurity Advisors

  1. Oversee the selection, appointment and retention (by the Committee or otherwise) of outside advisors to review the Company’s cybersecurity program and to otherwise support the work of the Committee.
  2. Review the plans and methodology for the periodic review and assessment of the Company’s cybersecurity program by outside advisors.
  3. Review with management and outside advisors the findings of reviews of the Company’s cybersecurity program by outside advisors and of remediation plans to address any material control deficiencies identified.

D. Other

  1. Meet at least quarterly with the Company’s Chief Information Security Officer and Chief Technology Officer in executive session to discuss information technology and cybersecurity risks, programs, activities, opportunities and developments.
  2. Undertake from time to time such additional activities within the scope of the Committee’s primary purposes as it may deem appropriate and/or as assigned by the Board of Directors.

V. GENERAL PROVISIONS

  1. The Committee may establish such subcommittees of its members as it deems appropriate to assist it in its duties.
  2. In the course of fulfilling its duties, the Committee may at any time seek advice and assistance from outside technology or cybersecurity consultants or other advisors, including outside legal counsel, as the Committee deems necessary to carry out its duties on such terms as the Committee, in its sole discretion, shall determine to be fair and reasonable without necessity for Board approval.
  3. The Committee shall receive appropriate funding, as it determines, from the Company for payment of compensation to any outside technology or cybersecurity consultants, other advisors or outside legal counsel employed by the Committee, and for ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out its duties.
  4. The Committee shall conduct an annual performance self-evaluation and report the results of such evaluation to the Governance Committee.
  5. The Committee shall review and assess the adequacy of the Committee’s Charter at least annually and report the results of such review to the Governance Committee.

Revised March 20, 2018