2003 Committee Charter : RDNThe Executive Committee is a committee of the Board. It shall have and may exercise all of the power and authority of the Board in the management of the business and affairs of the Company, subject to the restrictions contained in Section 4.11(b) of the Company's bylaws. Specifically, it shall:
1. Provide advice and guidance on matters raised by the Chairman between Board meetings.
2. Review and approve, if warranted, corporate actions raised by the Chairman between Board meetings. The authority for approving such actions does not include material actions, such as acquisitions of new businesses, unless the Board has so authorized the Committee in advance.
3. Develop a succession plan for the CEO and operating heads of each primary and wholly owned subsidiary in concert with the Chief Executive Officer.
4. Assist the Board and the Company's officers in assuring compliance with and implementation of the Company's Guidelines of Corporate Governance.
The membership of the Committee shall consist of the Chairman, the Lead Director, if any, and at least two other members of the Board, each of whom shall be independent and who shall serve one-year terms. Independence shall be as defined by the NYSE and the Company's Corporate Governance Guidelines.