Committees and Charters

The Audit Committee
The Audit Committee assists the board in fulfilling its oversight responsibilities with respect to the integrity of Caterpillar's financial statements, Caterpillar's compliance with legal and regulatory requirements, the qualifications and independence of Caterpillar's Independent Registered Public Accounting Firm (auditors), the performance of Caterpillar's internal audit function and the auditor, the effectiveness of Caterpillar's internal controls and the implementation and effectiveness of Caterpillar's ethics and compliance program. The committee performs this function by monitoring Caterpillar's financial reporting process and internal controls and by assessing the audit efforts of the auditors and the internal auditing department. The committee has ultimate authority and responsibility to appoint, retain, compensate, evaluate, and, where appropriate, replace the auditors. The committee also reviews updates on emerging accounting and auditing issues provided by the auditors and by management to assess their potential impact on Caterpillar. All members of the committee meet the standards for independence set forth in the NYSE listing standards and meet financial literacy guidelines adopted by the board. Additionally, the board has determined that each member of the committee qualifies as an "audit committee financial expert" as defined under SEC rules.

Committee Members:
William A. Osborn (Chairman), Daniel M. Dickinson, Dennis A. Muilenburg

Download the Audit Charter

The Compensation Committee:
The Compensation Committee assists the board of directors in fulfilling its responsibilities in connection with the compensation of company directors, officers and employees. It performs this function by establishing and overseeing compensation programs, recommending to the board the compensation of directors who are not officers of the company, administering the company's equity award stock option plans and options and restricted stock grants, furnishing an annual Compensation Committee Report on executive compensation and approving the filing of a Compensation Discussion & Analysis section in accordance with applicable rules and regulations of the Securities and Exchange Commission for inclusion in the company's proxy statement. All members of the committee meet the standards for independence set forth in the NYSE listing standards.

Committee Members:
David R. Goode (Chairman), David L. Calhoun, Joshua I. Smith, Miles D. White

Download the Compensation Charter

The Governance Committee
The Governance Committee assists the board by making recommendations regarding the size and composition of the board, criteria for the selection of candidates to serve on the board and the slate of director candidates to be nominated for election at the annual meeting of shareholders. In addition, the committee recommends to the board candidates for election as officers of the company. The committee also oversees the Guidelines on Corporate Governance Issues and leads the board in its annual selfevaluation process and shares the results thereof with the board for discussion and deliberation. All members of the committee meet the standards for independence set forth in the NYSE listing standards. Stockholder nominations must be in writing and received by Caterpillar's Corporate Secretary not later than ninety days in advance of the meeting (nomination procedures are discussed in greater detail in our bylaws which will be provided upon written request.)

Committee Members:
Edward B. Rust Jr. (Chairman), Juan Gallardo, Peter A. Magowan

Download the Governance Charter

The Public Policy Committee
The Public Policy Committee assists the board in general oversight with respect to matters of national and international public policy affecting the corporation's business, trade policy and international trade negotiations impacting the company, major global legislative and regulatory developments both in the U.S. and internationally affecting the company, investor, consumer and community relations issues, employee relations, implementation of policies promoting diversity within the company, sustainable development initiatives, and charitable and political contributions by the company or by any committee or foundation affiliated with the company. All members of the committee meet the standards for independence set forth in the NYSE listing standards.

Committee Members:
Charles D. Powell (Chairman), Jessie J. Greene Jr., Jon M. Huntsman, Jr., Susan C. Schwab

Download the Public Policy Charter