JCPenney 2011 Annual Report Download - page 18

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1. Member of the Audit Committee: This committee selects and retains the independent auditors for the annual audit of the Company’s consolidated financial statements;
approves audit fees and non-audit services and fees of the independent auditors; reviews the independent auditors’ audit strategy and plan, scope, audit results, performance,
and independence; participates in the certification process for periodic reports filed pursuant to the Securities Exchange Act of 1934; reviews internal audit reports on the
adequacy of internal controls; reviews the status of significant legal matters and the Company’s ethics program; reviews the scope of the internal auditors’ plans and budget
and results of their audits; and reviews the eectiveness of the Company’s program for correcting audit findings.
2. Member of the Corporate Governance Committee: This committee considers matters of corporate governance and reviews developments in the governance area as they
aect relations between the Company and its stockholders; develops and recommends to the Board corporate governance principles and practices for the Company; makes
recommendations to the Board on the size, composition, organization, and responsibilities of the Board and its Directors; makes recommendations to the Board with respect to
the qualifications of Directors, candidates for election as Directors, and the compensation of Directors; and makes recommendations to the Board regarding annual independence
determinations and the annual performance self-assessment by the Board.
3. Member of the Human Resources and Compensation Committee: This committee reviews and administers the Company’s annual and long-term incentive compensation plans;
recommends or takes action with respect to senior executive ocer compensation; performs periodic reviews of succession plans for key Company executives, including the CEO;
reviews the annual financial condition and investment performance of the Company’s retirement and welfare plans, including the annual actuarial valuation reports for the plans;
and oversees the administration and operation of certain Company retirement and welfare plans.
4. Member of the Finance and Planning Committee: This committee reviews the Company’s financial policies, strategies and capital structure.
Thomas Engibous 1,4
Chairman of the Board,
Retired Chairman of the Board,
Texas Instruments Inc.
William Ackman 3,4
Founder and Chief Executive Ocer,
Pershing Square Capital Management, L.P.
Colleen Barrett 2,3
President Emeritus,
Southwest Airlines Co.
Kent Foster 1,4
Retired Chairman of the Board,
Ingram Micro Inc.
Ron Johnson
Chief Executive Ocer
Geraldine Laybourne 2,3
Founder and Former Chairman
and Chief Executive Ocer,
Oxygen Media, LLC
Burl Osborne 2,3
Retired Chairman of the Board,
The Associated Press
Leonard Roberts 1,4
Retired Chairman and
Chief Executive Ocer,
RadioShack Corporation
Steven Roth 2,4
Chairman of the Board,
Vornado Realty Trust
Javier Teruel 1,4
Retired Vice Chairman,
Colgate-Palmolive Company;
Partner, Spectron Desarrollo, SC
Gerald Turner 2,3
President,
Southern Methodist University
Mary Beth West 1,2
Executive Vice President and
Chief Category and Marketing Ocer,
Kraft Foods Inc.
board of directors