JCPenney 2003 Annual Report Download - page 50

J. C. Penney Company, Inc.48
BOARD OF DIRECTORS
(Numbers relate to Board Committee Assignments)
Allen Questrom
Chairman of the Board and Chief Executive Officer
Colleen C. Barrett 1,4
President and Chief Operating Officer, Southwest Airlines Co.
M. Anthony Burns 1,4
Chairman Emeritus, Ryder System, Inc.
Maxine K. Clark 2,3
Founder and Chief Executive Officer, Build-A-Bear Workshop
Thomas J. Engibous 1,4
Chairman, President, and Chief Executive Officer,
Te x a s I n s t r u m e nt s 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 2,3
Publisher Emeritus, The Dallas Morning News, and Chairman of
the Board, The Associated Press
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
R. Gerald Turner 2,3
President, Southern Methodist University
Charles S. Sanford, Jr. 1,4 (Retiring May 14, 2004)
Retired Chairman and Chief Executive Officer, Bankers Trust New
York Cor p orat ion and Bankers Trust Company
We salute Charles S. Sanford as he retires in May 2004. Throughout his
12 years as Director, he has provided valuable business experience, wise
counsel and extensive knowledge of corporate finance. His focus and
expertise have helped the Company build a better future for our
shareholders, customers and associates.
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 and approves
audit fees and non-audit services and fees provided by the independent
auditors. The committee also reviews the independent auditors’ audit
strategy and plan, scope, fees, audit results, performance and independ-
ence; 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 find-
ings. 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 commit-
tee considers matters of corporate governance and reviews develop-
ments in the governance area as they affect relations 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, compo-
sition, organization, responsibilities and functions of the Board and its
directors, the qualifications of directors, candidates for election as direc-
tors and the compensation of directors. The committee also assures that
Company policy and performance reflect 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 recom-
mendations 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
valuation 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, strategies and capital
structure.
Reference to Proxy Statement
For additional information about Company directors, board commit-
tees, executive compensation and audit fees, see the 2004
J. C. Penney Company, Inc. Notice of Annual Meeting and Proxy
Statement under separate cover.