Committees & Charters

The Board currently has five standing committees: Audit, Compensation & Human Resources, Sustainability & other Public Policy, Nominating & Governance and Executive Committee.


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:
Daniel M. Dickinson (Chair), James Fish, Jr., David W. MacLennan, Judith Marks

Download the Audit Charter


The Compensation and Human Resources Committee

The Compensation and Human Resources 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. The committee also provides general oversight over employee relations matters. All members of the committee meet the standards for independence set forth in the NYSE listing standards.

Committee Members:
Rayford Wilkins, Jr. (Chair), Daniel M. Dickinson, Gerald Johnson, Judith Marks

Download the Compensation and Human Resources Charter


The Sustainability and Other Public Policy Committee

The Sustainability and other Public Policy Committee makes recommendations to the Board on public and social policy issues impacting the Company. The Sustainability and other Public Policy Committee also oversees the Company’s charitable contributions to the Caterpillar Foundation and political contributions and reviews legislation and shareholder matters not within the responsibilities of another Board committee. All members of the committee meet the standards for independence set forth in the NYSE listing standards.

Committee Members:
David W. MacLennan (Chair), James Fish, Jr., Gerald Johnson, Susan C. Schwab

Download the Sustainability and other Public Policy Charter


The Nominating and Governance Committee

The Nominating and Governance Committee recommends candidates to fill Board vacancies and for the slate of directors to be proposed by the Board at the annual meetings of shareholders. In addition to these duties, the Nominating and Governance Committee oversees the Company’s corporate governance practices and recommends changes to the Guidelines to the Board as appropriate. It also oversees the annual self-evaluation process for the Board and its committees. All members of the committee meet the standards for independence set forth in the NYSE listing standards. Shareholder 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:
Debra L. Reed-Klages (Chair), Susan C. Schwab, Raymond Wilkins, Jr. 

Download the Nominating and Governance Charter


The Executive Committee

The Executive Committee acts with the authority of the Board between regularly scheduled meetings and has the authority to approve dividends, authorize share repurchases and authorize long term debt issuances in excess of $1 billion in addition to overseeing the succession management processes for Chairman of the Board and Chief Executive Officer.

Committee Members:
Daniel M. Dickinson, David W. MacLennan,  Debra L. Reed-Klages, Rayford Wilkins, Jr.

Download the Executive Charter