|
|
 |
 |
|
|
|
|
|
|
|
 |
|
|
|
|
|
|
|
|
|
|
|
I.
Purpose, Goals and Responsibilities
The purpose of the Executive Committee is to exercise, during the intervals between
the meetings of the Board of Directors and except as otherwise provided in Section
3.2 of the Company's By-Laws, all the powers and authority of the Board in the
management of the property, affairs and business of the Company, including the
power to declare dividends and to authorize the issuance of stock.
II. Organization
The Executive Committee shall consist of three or more Directors.
Committee members shall be elected by the Board at the organizational meeting
of the Board of Directors; members shall serve until their successors shall be
duly elected and qualified. The Committee's Chairperson shall be designated by
the full Board or, if it does not do so, the Committee members shall elect a
Chairperson by vote of a majority of the full Committee.
The Committee may form and delegate authority to subcommittees when appropriate.
III. Structure and Meetings
The Chairperson of the Executive Committee will preside at each meeting of the
Committee and, in consultation with the other members of the Committee, shall
set the frequency and length of each meeting and the agenda of items to be addressed
at each meeting. The Chairperson will ensure that the agenda for each meeting
is circulated in advance of the meeting.
IV. Performance Evaluation
The Executive Committee shall conduct an annual performance evaluation of itself.
V. Committee Resources
The Executive Committee shall have the authority to obtain advice and seek assistance
from internal and external legal, accounting, and other advisors and consultants.
The Committee shall determine the extent of funding necessary for the payment
of compensation to any advisor and/or consultant retained to advise the Committee.
VI. Disclosure of Charter
This Charter will be made available on the Company's Web site at "www.adp.com."
|
|
|
|
|
|
