JCPenney 2002 Annual Report Download - page 47

J. C. Penney Company, Inc. 2002 annual report44
BOARD OF DIRECTORS
(Numbers relate to Board Committee Assignments)
Allen Questrom
Chairman of the Board and Chief Executive Officer
M. Anthony Burns 1,4
Chairman Emeritus, Ryder System, Inc.
Thomas J. Engibous 3,4
Chairman, President, and Chief Executive Officer,
Texas Instruments Incorporated
Kent B. Foster 1,3
Chairman and Chief Executive Officer, Ingram Micro Inc.
Vernon E. Jordan, Jr. 2
Senior Managing Director, Lazard Freres & Co., LLC; Of Counsel,
Law Firm of Akin, Gump, Strauss, Hauer & Feld, L.L.P.
Burl Osborne
Retired Publisher, The Dallas Morning News, and President,
Publishing Division, Belo Corp.
Jane C. Pfeiffer 2,3
Independent Management Consultant
Ann W. Richards 2,3
Senior Advisor, Public Strategies, Inc., and Former Governor of Texas
Leonard H. Roberts 1,4
Chairman and Chief Executive Officer, RadioShack Corporation
Charles S. Sanford, Jr. 1,4
Retired Chairman and Chief Executive Officer, Bankers Trust New
York Corporation and Bankers Trust Company
R. Gerald Turner 2,3
President, Southern Methodist University
EXECUTIVE COMMITTEE
Allen Questrom
Chairman of the Board and Chief Executive Officer
Vanessa J. Castagna
Executive Vice President,
Chairman and Chief Executive Officer – JCPenney Stores, Catalog
and Internet
Robert B. Cavanaugh
Executive Vice President and Chief Financial Officer
Gary L. Davis
Executive Vice President, Chief Human Resources and
Administration Officer
J. Wayne Harris
Executive Vice President,
Chairman and Chief Executive Officer – Eckerd Drug Stores
Charles R. Lotter
Executive Vice President, Secretary and General Counsel
Stephen F. Raish
Executive Vice President and Chief Information Officer
BOARD COMMITTEES
1. Member of the Audit Committee of the Board of Directors.
This committee selects and retains the independent auditors for the
annual audit of the Company’s consolidated financial statements.
The committee also reviews the independent auditors’ audit strate-
gy and plan, scope, fees, audit results, performance, independence
and non-audit services and related fees; internal audit reports on the
adequacy of internal controls; the Company’s ethics program; status
of significant legal matters; the scope of the internal auditors’ plans
and budget and results of their audits; and the effectiveness of the
Company’s program for correcting audit findings. The committee
also participates in the certification process relating to the filing of
certain periodic reports pursuant to the Securities Exchange Act of
1934, as amended, and the Sarbanes-Oxley Act of 2002.
2. Member of the Corporate Governance Committee. This
committee considers matters of corporate governance and
reviews developments in the governance area as they affect rela-
tions between the Company and its stockholders. It also develops
and recommends to the Board corporate governance principles
and practices for the Company, makes recommendations to the
Board with respect to the size, composition, organization, respon-
sibilities and functions of the Board and its directors, the qualifi-
cations of directors, candidates for election as directors and the
compensation of directors. The committee also assures that
Company policy and performance reflect a sensitivity toward the
social and physical environments in which the Company does
business and that such policy and performance are in accord with
the public interest.
3. Member of the Human Resources and Compensation
Committee. This committee reviews and administers the
Company’s annual and long-term incentive compensation plans,
makes recommendations in areas concerning personnel relations,
and takes action or makes recommendations with respect to the
compensation of Company executive officers, including those
who are directors. The committee reviews the annual financial
condition and investment performance results of the Company’s
retirement and welfare plans, including the annual actuarial valua-
tion reports applicable to such plans. It is also the committee that
oversees the administration and operation of certain of the
Company’s retirement and welfare plans.
4. Member of the Finance Committee. This committee is
responsible for reviewing the Company’s financial policies, strate-
gies and capital structure.
Reference to Proxy Statement
For additional information about Company directors, board
committees, executive compensation and audit fees, see the 2003
J. C. Penney Company, Inc. Notice of Annual Meeting and Proxy
Statement under separate cover.