Board committeesOur Board of Directors established the
following committees of the Board of Directors to assist the Board with the
performance of its responsibilities: the Audit Committee, the Compensation and
Leadership Development Committee, the Finance Committee, the Nominating and
Corporate Governance Committee and the Product Innovation and Regulatory
Affairs Committee. The Audit Committee was established pursuant to Section
3(a)(58)(A) of the Securities Exchange Act of 1934. The Audit Committee
consists entirely of non-management directors, all of whom the Board determined
to be independent within the meaning of the listing standards of the New York
Stock Exchange and Rule 10A-3 of the Securities Exchange Act of 1934. The Audit
Committee's responsibilities are set forth in the Audit Committee Charter. As
is set forth in more detail in the Audit Committee Charter, the Audit
Committee's responsibilities are to assist our Board of Directors in its
oversight of (i) our financial statements and our financial reporting processes
and systems of internal control, (ii) the qualifications, independence and
performance of our independent auditors, (iii) the internal control function
and (iv) our compliance with legal and regulatory requirements. Our Audit
Committee is also responsible for preparing the Audit Committee Report that the
SEC rules require us to include in our proxy statement. All members of the
Audit Committee are financially literate and at least one member is an "audit
committee financial expert" within the meaning of the regulations of the
Securities and Exchange Commission. The Compensation and Leadership Development
Committee consists entirely of non-management directors, all of whom are
independent within the meaning of the listing standards of the New York Stock
Exchange, as determined by the Board, are non-employee directors for the
purposes of Rule 16b-3 under the Securities Exchange Act of 1934, and satisfy
the requirements of an "outside director" for the purposes of Section 162(m) of
the Internal Revenue Code. The Compensation and Leadership Development
Committee's responsibilities are set forth in the Compensation and Leadership
Development Committee Charter. As is set forth in more detail in the
Compensation and Leadership Development Committee Charter, the Compensation and
Leadership Development Committee discharges our Board's responsibilities
relating to executive compensation and reviews the succession plans for our
chief executive officer and other senior executives. In addition, the
Compensation and Leadership Development Committee reviews and makes
recommendations regarding compensation disclosures to be provided in our SEC
filings, including the "Compensation Discussion and Analysis". The Finance
Committee monitors our financial condition, oversees the sources and uses of
cash flow and the investment of certain employee benefit plan assets, and
advises our Board with respect to financing needs, dividend policy, share
repurchase programs and other financial matters. The responsibilities of this
Committee will be set forth in more detail in its Charter, which will be
available on this website at a future date. The Nominating and Corporate
Governance Committee consists entirely of non-management directors, all of whom
the Board determined to be independent within the meaning of the listing
standards of the New York Stock Exchange. The Nominating and Corporate
Governance Committee responsibilities are set forth in the Nominating and
Corporate Governance Committee Charter. As is set forth in more detail in its
Charter, the Nominating and Corporate Governance Committee identifies
individuals qualified to become Board members, consistent with the criteria
approved by our Board, and recommends a slate of nominees for election at each
Annual Shareholders' Meeting. The Committee also makes recommendations to the
Board concerning the appropriate size, function, needs and composition of our
Board and its committees, advises the Board on corporate governance matters,
including developing and recommending to the Board our corporate governance
principles, and oversees the self-evaluation process of the Board and its
committees. The Product Innovation and Regulatory Affairs Committee monitors
and reviews the development of new products (with a particular emphasis on our
research and development efforts to develop products that have the potential to
reduce the risk of tobacco related diseases), key legislative, regulatory and
public policy issues and trends affecting our company and progress on our
societal alignment initiatives. The responsibilities of this Committee will be
set forth in more detail in its Charter, which will be available on this
website at a future date.