The purpose of the Compliance Committee of the Board of Directors (the “Committee”) is to: (a) oversee the Company’s policies, programs, and procedures to ensure compliance with relevant laws, the Company’s Code of Conduct, and other relevant standards; (b) monitor the Company’s efforts to implement legal obligations arising from settlement agreements and other similar documents, and (c) perform any other duties as are directed by the Board of Directors of Aon Corporation (“Board”).
The membership of the Committee shall consist of at least three directors who are not present or former employees of the Company. The members of the Committee shall be appointed by the Board in consultation with the Chairman and CEO.
The Chairman of the Compliance Committee shall (a) chair all meetings of the Committee; (b) prepare all meeting agendas in consultation with the Chief Compliance Officer; and (c) make regular reports to the full Board. The Chairman of the Board shall appoint the Chairman of the Committee.
The Committee will meet at least quarterly with the Company’s Chief Compliance Officer and other relevant officers as necessary, including the Chief Operating Officer, General Counsel, Vice President - Internal Audit.
Duties and Responsibilities
The Committee shall have the duty and responsibility to:
The Committee relies on the expertise and knowledge of management, including the Compliance Officer, the General Counsel, and the Vice President - Internal Audit in carrying out its responsibilities. Management of the Company is responsible for conforming the Company’s conduct to the dictates of the Settlement Agreement and other laws generally.
It is not the duty of the Committee to plan or conduct compliance audits, to conduct investigations, or to assure compliance with relevant laws, the Company’s Code of Conduct, and other relevant standards, including those imposed by settlement agreements. Rather, the Committee will oversee the relevant work of the Compliance Officer and will receive reports from the Compliance Officer, the General Counsel, the Vice President - Internal Audit and other members of management about issues that may arise concerning the Company’s compliance with various laws and regulations.
The Committee will have the resources and authority necessary to discharge its duties and responsibilities, including the authority to retain outside counsel or other experts or consultants, as it deems appropriate. Any communication between the Committee and legal counsel in the course of obtaining legal advice will be considered privileged communications of the Company and the Committee will take all necessary steps to preserve the privileged nature of those communications.