The Board currently has three standing committees: Audit, Compensation & Human Resources, and Public Policy & Governance. Each standing committee is comprised solely of independent directors.
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.
Daniel M. Dickinson (Chairman), David W. MacLennan, Edward B. Rust Jr.
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.
Debra L. Reed-Klages (Chairman), Miles D. White, Rayford Wilkins, Jr.
The Public Policy and 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 self-evaluation process and shares the results thereof with the board for discussion and deliberation. The Committee also provides general oversight with respect to public policy matters. 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.)
David L. Calhoun (Chairman), Kelly A. Ayotte, Gerald Johnson, Susan C. Schwab