Common use of Committee Composition and Meetings Clause in Contracts

Committee Composition and Meetings. The Committee shall be comprised of three or more directors, as determined by the Board, each of whom shall be Independent Directors (as defined in the Stockholders’ Agreement dated May 3, 2002 among the Company, Commercial Markets Holdco, Inc. and Marga B.V.) The Chairperson shall be financially literate, serve for a minimum term of two years and shall be appointed by the Board of Directors of the Company. The Committee shall meet at least three times annually, or more frequently as circumstances dictate, with management and the independent auditors. The Committee shall meet privately in executive session at least annually with the independent auditors and Director of Internal Audit to discuss any matters that the Committee or the auditors deem appropriate. Three directors will constitute a quorum for purposes of an Audit Committee meeting. Proposed minimum meeting agendas are to: • Review the scope, fees and independence of the annual audit (March-May). • Review the annual financial statements and audit results before issuance of annual statements (August). • Review the Management Letter issued by the independent auditors (September-October).