2004 Committee Charter : PNR

The purposes of the International Committee are to (a) develop and oversee implementation of policies and procedures for the Company's operations outside of North America, (b) provide oversight of these operations for the Board and (c) assist management in formulating growth, development and organizational strategies for all international business units.


Composition


The Committee shall consist of up to 5 directors, subject to the authority of the Board of Directors to increase or decrease the number of Committee members. Members of the Committee need not be independent directors, as defined by the Governance Committee. Any member of the International Committee may be removed by a majority vote of the Board of Directors.


Powers and Duties


The Committee shall meet at least once per year. One meeting per year shall be in conjunction with a facility visit to one of the Company's international business units. Management of the Company and the Chairperson of the Committee shall determine the agenda for the meeting. At least annually, management shall deliver to the Committee a strategic plan for the operations of the Company outside of North America. The Committee will report on its activities to the Board of Directors at the next Board meeting following each meeting of the Committee.


The Committee will have the following topics, among other matters, within its scope of review:
strategic focus of international business units,
growth opportunities,
joint ventures,
international acquisitions,
international issues of domestic business units,
facility rationalization,
business structures,
global taxation,
compliance with local laws and regulations, and
compliance with extraterritorial laws and regulations of the United States, Canada and Mexico relevant to operations outside of North America.


In performing its responsibilities, the Committee will coordinate its activity with that of other Board Committees having subject matter responsibility generally, e. g., Audit and Finance, Compensation and Human Resources.