Corporate Governance Committee Charters and Policies
The board has appointed four standing committees from among its members to assist it in carrying out its obligations. These committees include an Audit Committee, Compensation Committee, Executive Committee and Nominating and Corporate Governance Committee. Each has adopted a formal charter that describes in detail its purpose, organizational structure and responsibilities:
Audit Committee
Compensation Committee
Executive Committee
Nominating and Corporate Governance Committee
Procedures to Communicate with the Board of Directors
Assists the board in overseeing the integrity of the company's financial statements, reporting processes, legal compliance and performance of internal and independent auditors. The committee must pre-approve all audit and non-audit services performed by the company's independent registered public accounting firm to ensure that such services do not impair the firm's independence. Each member of the Audit Committee has been deemed an "audit committee financial expert" under criteria established by the SEC. The committee is composed entirely of independent directors.
If a concern arises about the company's accounting, internal accounting controls or auditing matters, it should be sent directly to the Chief Legal Officer, Peabody Energy, 701 Market Street, St. Louis, MO 63101. This officer will promptly forward a copy of the communication to the Chairman of the Audit Committee, and if appropriate, the Chairman of Peabody Energy, for immediate action to address the matter.
Monitors performance and establishes compensation for key executives, makes recommendations to the board regarding succession planning and management development programs, and evaluates and approves overall compensation and benefit plan designs. All members of the Committee are independent.
Acts on behalf of the full board when the board is not in session, subject to exceptions for matters reserved for the full board.
Assists the board in selecting qualified individuals to serve on the board, advises on corporate governance and social responsibility matters, provides review and oversight of potential related person transactions and assists the board in assessing its annual performance.
Shareholders, customers, employees and the public can communicate directly with the board by submitting their written comments to the Chairman, Peabody Energy, 701 Market Street, St. Louis, MO 63101. These written communications are forwarded to each board member and reviewed by the full board as appropriate.
Employees who have concerns about business practices are asked to raise their concerns to their supervisor or human resources representative. Any employee may use the third-party hotline "Tell Peabody." The hotline, available seven days a week, 24 hours a day, at 1.877.BTU.3617 or via e-mail at TellPeabody@getintouch.com, allows for confidential and anonymous communication of potential concerns. These concerns are reported to the company's chief compliance officer who investigates and determines an appropriate response. Report summaries are distributed to senior management weekly and routinely discussed by the Nominating and Corporate Governance Committee.