Howmet Investors Corporate Governance Board Committees ... Board Committees Board of Directors of Howmet Aerospace Audit Cybersecurity Advisory Subcommittee of the Audit Committee Compensation and Benefits Finance Governance and Nominating James F. Albaugh ⁽¹⁾ Amy E. Alving Chair Chair Sharon R. Barner Joseph S. Cantie Robert F. Leduc Chair David J. Miller Jody G. Miller Nicole W. Piasecki John C. Plant ⁽²⁾ Ulrich R. Schmidt Chair Chair (1) Lead Director (2) Executive Chairman Audit Committee Oversees the integrity of the financial statements and internal controls, including review of the scope and the results of the audits performed by the internal and independent auditors Appoints the independent auditors and evaluates their independence and performance Reviews the organization, performance and adequacy of the internal audit function Pre-approves all audit, audit-related, tax and other services to be provided by the independent auditors Oversees the Company’s compliance with legal, ethical and regulatory requirements Discusses with management and the auditors the Company's policies with respect to risk assessment and risk management, including major financial risk exposures Monitors the Company's risks relating to cybersecurity (see also Cybersecurity Advisory Subcommittee Charter) James F. Albaugh Joseph S. Cantie Ulrich R. Schmidt – Chair Compensation and Benefits Committee Establishes the Chief Executive Officer’s compensation based upon an evaluation of performance in light of approved goals and objectives Reviews and approves the compensation of the Company’s officers Oversees the implementation and administration of the Company’s compensation and benefit plans, including pension, savings, incentive compensation and equity-based plans Reviews and approves general compensation and benefit policies Approves the Compensation Discussion and Analysis for inclusion in the proxy statement Has the sole authority to retain and terminate a compensation consultant, as well as to approve the consultant’s fees and other terms of engagement Has the authority to obtain advice and assistance from legal, accounting or other advisors The Compensation and Benefits Committee may form and delegate its authority to subcommittees when appropriate, including subcommittees of management. Executive officers do not determine the amount or form of executive or director compensation, although the Chief Executive Officer provides recommendations to the Compensation and Benefits Committee regarding compensation changes and incentive compensation for executive officers other than himself. Joseph S. Cantie Robert F. Leduc – Chair Nicole W. Piasecki Finance Committee Reviews and provides advice and counsel to the Board regarding the Company’s capital structure, financing transactions, capital plan, acquisitions and divestitures, share repurchase and dividend programs, policies relating to interest rate, commodity and currency hedging, and employee retirement plans. Joseph S. Cantie David J. Miller Ulrich R. Schmidt – Chair Governance and Nominating Committee Identifies individuals qualified to become Board members and recommends them to the full Board for consideration, including evaluating all potential candidates, whether initially recommended by management, other Board members or shareholders Makes recommendations to the Board regarding Board committee assignments Develops and annually reviews corporate governance guidelines for the Company, and oversees other corporate governance matters Reviews related person transactions Coordinates an annual performance review of the Board, Board committees and individual director nominees Periodically reviews and makes recommendations to the Board regarding director compensation James F. Albaugh Amy E. Alving – Chair Sharon R. Barner Jody G. Miller About Us Leadership Our Fundamentals Howmet Aerospace Foundation Markets & Product Lines Aerospace Defense and Space Commercial Transportation Investors Annual Meeting Stock Information Dividend Information Events and Presentations Earnings Financial Releases Corporate Governance SEC Filings Shareholder Information Environmental, Social and Governance Report Contact Investor Relations Join Us News Contact Privacy Policy Cookie Settings Legal Notices Integrity Line Sitemap Copyright © 2021 Howmet Aerospace Howmet.com Cookies Settings Accept All Cookies