Audit Committee
Reviews Alcoa’s auditing, financial reporting and internal control functions and retains, oversees and evaluates the independent auditors. The Committee also reviews the company’s internal and external audit reports, compliance reports and risk management issues. A majority of the Audit Committee members qualify as an “audit committee financial expert” under applicable Securities and Exchange Commission rules, and all of the members of the Audit Committee have been determined to be financial literate. The members of the Audit Committee are independent, in accordance with Securities and Exchange Commission regulations, the New York Stock Exchange listing standards, and the board’s Director Independence Standards. The independent auditors, the Chief Financial Officer, the Vice President-Audit and the General Counsel have access to the Committee without any other members of management being present.
Joseph T. Gorman
Judith M. Gueron
E. Stanley O'Neal
James W. Owens
Henry B. Schacht (Chair)
Ernesto Zedillo
Compensation and Benefits Committee
Determines compensation for Alcoa officers, oversees the administration of the company’s compensation and benefit plans (particularly incentive compensation and equity-based plans) and approves the Compensation Discussion & Analysis for inclusion in the proxy statement. The Committee retains independent compensation consultants to assist it. All members of the Compensation and Benefits Committee have been determined by the Board of Directors to be independent in accordance with Securities and Exchange Commission regulations, the New York Stock Exchange listing standards and the board’s Director Independence Standards.
Kathryn S. Fuller
Joseph T. Gorman (Chair)
Patricia F. Russo
Franklin A. Thomas
Executive Committee
Acts on behalf of the Board when specific action must be taken between Board meetings. Under the by-laws of the Company, this Committee is comprised of three or more directors and shall have and exercise the authority of the board in the management of the business and affairs of the Company except as otherwise limited by law.
Alain J. P. Belda (Chair)
Joseph T. Gorman
Henry B. Schacht
Franklin A. Thomas
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Governance and Nominating Committee
Responsible for identifying individuals qualified to become board members and recommending them to the full board for consideration. This responsibility includes all potential candidates, whether initially recommended by management, other board members or shareholders. In addition, the committee makes recommendations to the board for committee assignments, develops and annually reviews corporate governance guidelines for the company, approved related person transactions and otherwise oversees corporate governance matters, in addition to coordinating an annual performance evaluation for the board, board committees and individual director nominees. The committee also periodically reviews and makes recommendations to the board regarding director compensation. All members of the Governance and Nominating have been determined by the Board of Directors to be independent in accordance with Securities and Exchange Commission regulations, the New York Stock Exchange listing standards and the board’s Director Independence Standards.
Kathryn S. Fuller
Franklin A. Thomas (Chair)
Ernesto Zedillo
Public Issues Committee
Provides advice and guidance on public issues, oversees corporate giving, makes recommendations to the Board regarding significant shareholder issues and reviews Company reporting initiatives regarding social and environmental matters.
Kathryn S. Fuller
Judith M. Gueron (Chair)
Michael G. Morris
Henry B. Schacht
Ratan N. Tata
Ernesto Zedillo
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