Charter of the Human Resources Committee of the Board of Directors
2003 Committee Charter : ATO
Adopted June 10, 2003
The purpose of the Human Resources Committee is to discharge the responsibilities of the
Board of Directors relating to the compensation of the executives of the Company,
including the responsibility for producing the report on executive compensation for
inclusion in the Company's annual proxy statement in accordance with applicable rules
Powers and Duties
A. The Human Resources Committee shall have the powers to perform the following
duties as well as performing any additional duties as may be directed by the Board of
Directors from time to time:
Executive Officer ("CEO") of the Company.
compensation of the CEO, evaluate the CEO's performance in light of
those goals and objectives and have the sole authority to determine the
CEO's compensation based upon the results of such evaluation.
selection and retention of all elected officers and division presidents of the
determination where appropriate, regarding salary structure, officer and
division president gradings within such structure, and salaries, bonuses,
stock awards, benefits, and other remuneration with respect to all elected
officers (other than the CEO) and division presidents of the Company.
performance targets for all incentive compensation and equity-based plans.
equity-based plans and makes final decisions regarding awards under the
governance as it pertains to the Company's executive compensation
amendments of the Company's employee benefit plans, including the
Company's defined benefit and defined contribution retirement plans, and
retiree medical plans.
outside consultants, actuaries, and other advisors to work with the Human
Resources Committee from time to time.
B. The power and authority of the Human Resources Committee is subject to the
provisions of the Texas Business Corporation Act, the Virginia Stock Corporation Act,
the Company's Articles of Incorporation and Bylaws, applicable federal securities laws,
the rules and regulations of the Securities and Exchange Commission ("SEC") and the
listing standards of the New York Stock Exchange ("NYSE".
A. A. The Human Resources Committee shall be comprised of three to six members of
the Board of Directors, each of whom shall satisfy the independence and experience
requirements of the SEC and the listing standards of the NYSE. The members of the
Human Resources Committee and its Chairman shall be appointed annually by the
Board of Directors and may be removed at any time by the Board of Directors in its
B. Vacancies in the membership of the Human Resources Committee shall be filled by
the Board of Directors.
A. The Human Resources Committee shall meet as required, upon the call of the
Chairman of the Human Resources Committee. A majority of the Human Resources
Committee members shall constitute a quorum for the transaction of business.
B. The Chairman of the Human Resources Committee shall prepare a written agenda in
advance of each meeting of the Committee. The Human Resources Committee shall
keep regular minutes of its meetings and shall report its actions to the full Board at the
next Board meeting. The Secretary of the Board of Directors will serve as Secretary for
the Human Resources Committee.