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Effective January 28, 2015
The Personnel and Compensation Committee ("Committee") of the Board of Directors ("Board") of Ashland Inc. will assist the Board in discharging its duties related to executive compensation and succession and the adoption, amendment and termination of employee benefit plans sponsored, maintained, or contributed to by Ashland Inc., its subsidiaries and affiliates that are more than 50% owned by the Company (hereinafter singly or collectively referred to as the "Company").
The purpose of the Committee is to (i) oversee the adoption and administration of the Company's compensation plans, in particular the incentive and equity-based plans; (ii) discharge the Board's responsibilities relating to compensation of the Company's executives; (iii) oversee the preparation of the annual report on executive compensation required by the rules and regulations of the Securities and Exchange Commission to be included in the Company's proxy statement; (iv) oversee plans for executive development and succession; and (v) adopt, amend, terminate, merge, spin off and transfer the employee benefit plans of the Company, including those that are and are not subject to the Employee Retirement Income Security Act of 1974, as amended ("ERISA").
In discharging its duties relating to compensation of Company executives, the Committee shall adhere to the following principles:
The Committee is composed of three or more directors, as determined by the Board. All members of the Committee shall be independent directors and shall satisfy the New York Stock Exchange standards for independence for members of the Committee. The Board elects the members of the Committee upon the recommendation of the Governance and Nominating Committee at the annual organization meeting of the Board for terms of one year, or until their successors are duly elected and qualified. Members shall serve at the pleasure of the Board. Unless a Chairman is elected by the full Board, the members may designate a Chairman by majority vote of the full membership of the Committee.
The Committee shall meet at least four times each calendar year and at such other times as required, upon the call of the Chairman of the Committee or the Chairman of the Board. Committee meetings may be in part or in whole with members attending in person and/or via electronic means. A majority of the members of the Committee attending shall constitute a quorum. Committee actions and decisions shall be decided based upon a simple majority and may be taken at meetings, via electronic media, or a combination thereof. If so agreed, actions may be taken in writing without a meeting.
The Committee shall have the responsibility and authority to, among other things: