All members of the Committee are independent directors as defined by the NYSE. The principal functions of the Board Composition and Corporate Governance Committee are:

• Consider and recommend to the Board qualified candidates for election as directors of the Corporation.
• Consider matters of corporate governance.
• Administer the Corporation’s Related Person Transactions Policy.
• Annually assess and report to the Board on the performance of the Board of Directors as a whole and of the individual directors.
• Recommend to the Board the members of the Committees of the Board and the terms of our Guidelines on Corporate Governance.
• Conduct annual review of director compensation.
• Define skills and attributes used in the evaluation for CEO succession planning and recruitment.
• Review and assess the Corporation's policies and practices with respect to its corporate responsibilities, including diversity and inclusion, company culture, environmental responsibility, employee health and safety, community engagement and societal matters.

The Committee will consider candidates for director recommended by shareowners. Shareowners wishing to recommend candidates can do so by following the procedures set forth in our latest proxy statement or by-laws. The Committee will evaluate properly submitted shareowner recommendations under substantially the same criteria and in substantially the same manner as other potential candidates.