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Plays a key role in the Boards risk oversight process, particularly in relation to risks
that could have a financial impact, such as financial reporting, taxes, accounting, disclosure, internal controls, legal matters, cybersecurity, and our ethics and compliance programs.
Discusses our risk assessment and risk management guidelines and policies with management, the
internal auditors, and the independent registered public accounting firm.
Receives regular
reports from management and discusses steps taken by management to monitor and control risk exposures.
Reviews all of our quarterly financial reports, including any disclosure therein of risk factors affecting us and our business.
Receives regular reports from management regarding cybersecurity matters, including updates on key
risks, results of regular vulnerability testing, reports on any cybersecurity incidents, and actions taken by management to strengthen our information security program.
Provides regular reports to the Board on its risk oversight activities and any issues identified thereby.
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Manages risks associated with personnel and compensation issues, including executive compensation.
Receives regular reports from the independent compensation consultant and management concerning our
compensation plans, policies, and practices.
Sets performance goals under our annual and
long-term incentive plans and oversees our compensation plans, policies, and practices.
Provides regular reports to the Board on its oversight of compensation-related risks.
Together with Compensation Committees independent consultant, provides input to our human resources staff in conjunction with their annual assessment of potential
risks that may be created by our compensation plans, policies, and practices. The assessment conducted for 2017 found that our compensation plans, policies, and practices did not create risks that would be reasonably likely to have a material
adverse effect on GATX. In reaching this conclusion, we considered the mix of compensation paid to employees, as well as the risk control and mitigation features of our plans, including appropriate performance measures and targets, incentive plan
payout maximums, our compensation clawback policy, and mandatory stock retention requirements for our executive officers.
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Manages risks associated with governance issues, such as the independence of the Board, Board effectiveness and organization,
corporate governance, and director succession planning.
Reviews the skills and experience of
the directors on a regular basis to ensure the diversity of relevant experience necessary for an effective Board.
Maintains corporate governance guidelines and procedures designed to assure compliance with all applicable legal and regulatory requirements and governance standards.
Provides regular reports to the Board on its activities.
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