The Human Resources and Compensation Committee oversees the company’s executive compensation, including determining the compensation of the Chief Executive Officer, producing an annual Human Resources and Compensation Committee report on executive compensation to be included in the company’s proxy statement in accordance with applicable Securities and Exchange Commission rules and regulations, and reviewing the succession plans for the Chief Executive Officer and other senior executives.

The board has determined that all the Human Resources and Compensation Committee members are independent within the meaning of independence under the listing standards of the New York Stock Exchange. Its responsibilities are set forth in the Human Resources and Compensation Committee Charter (PDF). The Human Resources and Compensation Committee met six times in 2010.