Online Supplement tO
                                                                                                                                                                                                 Walter A. Effross,  
                                                                                     Corporate Governance: Principles, 
                                                                           Practices & Provisions (3d ed. 2022)
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                                                                                       COntentS
                          Like the provisions that appear inside “boxes” in the book, the following items 
                      (other than the appendices) are patterned on those of major companies, but are 
                      not presented as model or ideal versions of such documents.
                        Committee Charters                                                         3
                           Audit Committee Charter (Section 3.08(A)(3))                            4
                           Executive Committee Charter (Section 3.08(B))                           8
                           Nominating Committee Charter (Section 5.03(A))                         10
                           Compensation Committee Charter (Section 6.01(C))                       14
                           Public Responsibility Committee Charter (Section 7.03(B))              18
                        Nomination Form for Board Candidates (Section 5.03(A))                    21
                        Clawback (Recoupment of Unearned Compensation) Policy  
                           (Section 6.02(B)(3))                                                   22
                        (Simplified) Compensation Disclosure and Analysis (Section 6.03(E))       23
                        Appendix D: Recommended Reading (and Reviewing) for New and 
                           Current Directors                                                      29
                        Appendix E: Preparing Professional Programs: Projects, Prototypes, 
                           Portfolios,and Priorities                                              33
                      COMMITTEE CHARTERS
                          Below, accompanied by references to the corresponding sections of the book, 
                      are sample charters for several key committees of the board.
                          Many of the provisions identified by a “#,” such as the “Composition” section, 
                      are common, in presence and (often) in substance, to most, if not all, of these com-
                      mittee charters; for instance, all committee charters discuss, in some fashion, the 
                      number of directors who may serve and the method by which those directors will 
                      be selected.
                          By contrast, those provisions identified by an “@,” such as the “Purpose” sec-
                      tion, are found in virtually all charters but may diverge greatly in their content.
                          Finally, provisions identified by an “!” are usually unique, in presence and/or   
                      in substance, to the charter of the committee under consideration.
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                            4                                                                Online Supplement
                                 Audit Committee Charter (Section 3.08(A)(3))
                            Charter of the Audit Committee of the Board of Directors
                            @Purpose
                                 The Audit Committee (the “Committee”) shall aid the Board in overseeing 
                            the systems, practices, compliance, quality, and integrity of the Company’s account-
                            ing, financial reporting, and disclosure, especially with regard to the selection of an 
                            appropriate and independent auditor. A report by the Committee will be included 
                            in the Company’s annual proxy statement.
                            Structure and Operations
                                 #Composition
                                 The Committee shall be composed of no fewer than three directors as deter-
                            mined annually by the Board on the recommendation of the Nominating and Gov-
                            ernance Committee.
                                 @Qualifications of Members
                                 !Each of the members of the Committee shall meet the independence and 
                            expertise requirements of the New York Stock Exchange and of any other exchange 
                            on which the Company’s securities are traded; Section 10A(m)(3) of the Securities 
                            Exchange Act of 1934; the rules and regulations of the Securities Exchange Com-
                            mission; the Sarbanes- Oxley Act of 2002; and any other applicable laws and regu-
                            lations. No member of the Committee shall also serve concurrently on the audit 
                            committee of more than two other public companies unless the Board concludes 
                            that such concurrent service would not impair that director’s ability to serve effec-
                            tively on the Committee, and such determination is disclosed in the Company’s 
                            proxy statement.
                                 !All members of the Committee shall, in the judgment of the Board, be finan-
                            cially literate, which at a minimum means possessing a working familiarity with 
                            basic finance and accounting practices. At least one member of the Committee 
                            shall, in the judgment of the Board, have accounting or related financial manage-
                            ment expertise. The Committee shall also disclose, in accordance with applicable 
                            regulatory requirements, whether any member of the Committee is a “financial 
                            expert,” as defined by the Securities and Exchange Commission.
                                 #Removal; Resignation; Replacement
                                 Committee members may be replaced by the Board at any time, with or with-
                            out cause, by a majority vote of the Board. Any member of the Committee may 
                            resign at any time by giving written notice to the Chairman of the Board or the 
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