Committees & Charters of P&G Board of Directors
To help the P&G Board of Directors effectively and efficiently fulfil its responsibilities, four committees deal with specific topics facing P&G.
Each year, at the time of the annual meeting of P&G shareholders, the Board’s independent Governance & Public Responsibility Committee reviews the membership of each P&G Board committee and recommends proposed membership lists for all P&G Board committees to the full Board. As circumstances warrant, the Governance & Public Responsibility Committee may also recommend changes during the year. The current standing committees of the P&G Board, with members listed, are shown below.
P&G Audit Committee
Membership: Francis S. Blake, Angela F. Braly, Kenneth I. Chenault and Patricia A. Woertz (Chair).
Purpose: The Audit Committee has the responsibilities set forth in its charter with respect to the quality and integrity of the Company’s financial statements; the Company’s compliance with legal and regulatory requirements; the Company’s overall supply chain risk management process; the independent registered public accounting firm’s qualifications and independence; the performance of the Company’s internal audit function and the independent registered public accounting firm; the preparation of the Procter and Gamble Annual Report of the Audit Committee to be included in the Company’s proxy statement; and the assistance of the P&G Board of Directors and the Company in interpreting and applying the Company’s Worldwide Business Conduct Manual.
P&G Compensation & Leadership Development Committee
Membership: Kenneth I. Chenault, Scott D. Cook, Joseph Jimenez, Terry J. Lundgren (Chair), W. James McNerney, Jr., and Margaret C. Whitman.
Purpose: The P&G Compensation & Leadership Development Committee has a charter under which it has full authority and responsibility for the Company’s overall compensation policies, their specific application to principal officers elected by the P&G Board of Directors (including review and evaluation of their compensation) and the compensation of the non-employee members of the P&G Board of Directors. This committee also assists the P&G Board in the leadership development and evaluation of principal officers.
P&G Governance & Public Responsibility Committee
Membership: Francis S. Blake, Angela F. Braly (Chair), W. James McNerney Jr., Patricia A. Woertz and Ernesto Zedillo.
Purpose: The P&G Governance & Public Responsibility Committee has the responsibilities set forth in its charter with respect to identifying individuals qualified to become members of the P&G Board of Directors; recommending when new members should be added to the P&G Board; recommending individuals to fill vacant P&G Board positions; recommending the Director nominees for the next annual meeting of P&G shareholders; recommending to the P&G Board of Directors whether to accept the resignation of any incumbent P&G Board Director nominee who received a greater number of “against” votes than “for” votes in a non-contested election; periodically developing and recommending updates to the P&G Board’s Corporate Governance Guidelines; other issues related to P&G Director governance and ethics; evaluation of the P&G Board of Directors and its members; reviewing plans and making recommendations to the P&G Board of Directors on the Company’s corporate sustainability efforts (including environmental sustainability, economic development and Procter and Gamble corporate social responsibility); and overseeing matters of importance to the Company and P&G stakeholders, including employees, consumers, customers, suppliers, shareholders, governments, local communities and the general public. Public responsibility topics considered by this P&G Governance & Public Responsibility committee include organisation gender and cultural diversity, sustainable development, community and government relations, product quality and quality assurance systems and corporate reputation.
P&G Innovation & Technology Committee
Membership: Amy L. Chang, Scott D. Cook (Chair), Terry J. Lundgren, Margaret C. Whitman and Ernesto Zedillo.
Purpose: The P&G Innovation & Technology Committee has the responsibilities set forth in its charter with respect to overseeing and providing counsel on matters of P&G innovation and technology. Topics considered by this P&G committee include the Company’s approach to technical and commercial innovation, the innovation and technology acquisition process and tracking systems important to successful innovation.