The purpose of the Classified Business Oversight Committee (the "Committee") is to provide oversight of the Company's business activities which for purposes of national security have been designated as classified by the United States government.
Composition, Membership and Operation
Composition of Committee. All members of the Committee shall be directors and a majority of Committee members shall qualify as "independent" directors as defined in the Company's Corporate Governance Guidelines. Given the nature of the Committee's duties and responsibilities, it may be necessary or desirable for members of the Committee to have specialized security clearances. Members of the Committee shall be appointed to, and removed from, the Committee by the Board of Directors (the "Board").
Operation of Committee. A majority of the members of the Committee shall constitute a quorum for doing business. All actions of the Committee shall be taken by a majority vote of the members of the Committee present at a meeting at which a quorum is present or by unanimous written consent. The Committee Chair, who shall be selected by the Board, is responsible for the leadership of the Committee, including preparation of meeting agendas. The Committee may, at its discretion, delegate such of its authority and responsibilities as the Committee deems proper to members of the Committee or a subcommittee.
Meetings. The Committee shall meet as often as it deems necessary in order to perform its responsibilities. If necessary, the Committee Chair may call special meetings of the Committee. The Committee shall keep such records of its meetings as it deems appropriate and the Committee Chair shall report regularly to the Board on the activities of the Committee.
Duties and Responsibilities
The authority and responsibilities of the Committee include periodically reviewing and making any necessary recommendations to the Board and management concerning the following:
Policies, processes, procedures, training and risk review activities applicable to the Company's classified business activities to the extent that they deviate from those applicable to the Company's non-classified business activities.
Regular reports from the Special Projects Committee, which reviews classified programs involving special operational or reputational risks.
Reports from management on particular classified projects involving significant performance, financial or reputational risks.
Other classified business issues that the Board or management would like the Committee to review.
An annual evaluation of the Committee's own performance, the results of such evaluation which shall be reported to the Board.
Advisors
The Committee shall have the authority to retain and obtain advice and assistance from such advisors as it believes may be necessary to fulfill its responsibilities. The Committee shall also have authority to approve such advisor's fees, expenses and other terms of its retention. The Company shall provide appropriate funding, as determined by the Committee, for paying the fees and expenses of any advisor retained by the Committee.
Additional Duties and Responsibilities
The Committee shall undertake such additional duties and responsibilities as the Board may, from time to time, prescribe.