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Committees of the Board


2009 Committees of the Board
 
  • Compensation Committee  -   (Committee Charter)
    Members: Directors Collawn, Catlow, Cody, and Henning
    Functions:
     
  • Establishes executive compensation policies
     
  • Administers incentive compensation plans
     
  • Reviews and approves senior executive salaries, incentive opportunity levels and employment agreements
     
  • Reviews and approves corporate goals and objectives relevant to the CEO’s compensation, evaluates CEO performance against those objectives and makes recommendations to the full Board regarding CEO compensation based on this evaluation

     
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  • Finance and Strategic Initiatives Committee  -  (Committee Charter)
    Members: Directors Profusek, Hemminghaus, and Khilnani
    Functions:
     
  • Reviews and approves capital project appropriation requests for capital projects which are included in the capital budget and which exceed $5 million, but are less than $10 million
     
  • Reviews and approves capital project appropriation requests for capital projects which are not included in the capital budget and which exceed $2 million, but are less than $10 million
     
  • Reviews and recommends Board action concerning financing arrangements, tax strategies, dividend policies and similar matters
     
     
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  • Nominating and Governance Committee  -  (Committee Charter)
    Members: Directors Ciancia, Catlow, Cody, and Collawn
    Function:
     
  • Recommends candidates for membership on the Board, including considering nominees proposed by shareholders in accordance with the procedures set forth in CTS’ bylaws
     
  • Reviews and makes recommendations to the Board regarding corporate governance guidelines and oversees matters of corporate governance
     
  • Reviews the independence of Board members and any potential conflicts of interest of current or prospective directors and makes recommendations to the Board on such matters

     
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  • Audit Committee  -  (Committee Charter)
    Members: Directors Henning, Catlow, Ciancia, and Hemminghaus
    Functions:
     
  • Appoints independent auditor, approves engagement fees and all non-audit engagements, and reviews independence of auditor
     
  • Reviews systems of internal accounting controls and risk-management policies
     
  • Reviews audit plans, audit reports and recommendations of independent auditor and internal audit department
     
  • Reviews CTS’ compliance with legal requirements and the CTS Code of Ethics
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