Governance Structure
Board Committees & Charters
The Board has established various committees to assist in discharging its duties. These include Audit, Compensation, Corporate Governance and Business Ethics, Finance, and Investment. Please select the appropriate link below for more details about each committee, including the primary responsibilities. The Board has also established an Executive Committee, whose responsibilities are outlined below. Each member of the Audit, Compensation, and Corporate Governance and Business Ethics Committees has been determined to be independent for purposes of the NYSE Corporate Governance listing standards.*
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The Audit Committee provides oversight of the Company's accounting and financial reporting and disclosure processes; the adequacy of the systems of disclosure and internal control established by management; and the audit of the Company's financial statements. The Audit Committee oversees risks related to financial controls and legal, regulatory and compliance matters, and oversees the overall risk management governance structure and risk management function. Among other things, the Audit Committee: (1) appoints the independent auditor and evaluates its independence and performance; (2) reviews the audit plans for and results of the independent audit and internal audits; and (3) reviews reports related to processes established by management to provide compliance with legal and regulatory requirements. The Board of Directors has determined that Messrs. Unruh and Casellas and Ms. Hund-Mejean are audit committee financial experts as defined by the SEC.*
Audit Commitee Members
James A. Unruh (Chair)
Gilbert F. Casellas
Martina Hund-Mejean
The Committee is responsible to our Board for overseeing the development and administration of our compensation and benefits policies and programs. The Committee, which consists of three independent directors, is responsible for the review and approval of all aspects of our executive compensation program. Among its duties, the Committee is responsible for formulating the compensation recommendations for our CEO and approving all compensation recommendations for our officers at the senior vice president level and above, including:
- Review and approval of corporate incentive goals and objectives relevant to compensation
- Evaluation of individual performance results in light of these goals and objectives;
- Evaluation of the competitiveness of each officer's total compensation package; and
- Approval of any changes to the total compensation package, including, but not limited to, base salary, annual and long-term incentive award opportunities, and payouts and retention programs.*
Following review and discussion, the Committee submits its recommendations for compensation for these executive officers to the non-employee members of our Board for approval.
Compensation Commitee Members
The Corporate Governance and Business Ethics Committee oversees the Board's corporate governance procedures and practices, including the recommendations of individuals for the Board, making recommendations to the Board regarding director compensation and overseeing the Company's ethics and conflict of interest policies, its political contributions and lobbying expenses policy and its strategy and reputation regarding environmental stewardship and sustainability responsibility throughout the Company's global businesses.*
Corporate Governance and Business Ethics Commitee Members
Constance J. Horner (Chair)
Gordon Bethune
William H. Gray III
The Executive Committee is authorized to exercise the corporate powers of the Company between meetings of the Board, except for those powers reserved to the Board of Directors by the By-laws or otherwise.*
Executive Commitee Members
James G. Cullen (Chair)
Constance J. Horner
John R. Strangfeld
James A. Unruh
Karl J. Krapek
Thomas J. Baltimore, Jr.
The Finance Committee oversees, takes actions, and approves policies with respect to the capital structure of the Company, including borrowing levels, subsidiary structure and major capital expenditures.*
Finance Commitee Members
Karl J. Krapek (Chair)
Christine A. Poon
Thomas J. Baltimore, Jr.
The Investment Committee oversees and takes actions with respect to the acquisition, management and disposition of invested assets; reviews the investment performance of the pension plan and funded employee benefit plans; and reviews investment risks and exposures, as well as the investment performance of products and accounts managed on behalf of third parties.*
Investment Commitee Members
Thomas J. Baltimore, Jr. (Chair)
Christine A. Poon
Gaston Caperton
Karl J. Krapek
Current Board and Committee Membership
† The Community Resources Oversight Committee provides guidance to Prudential's policies and strategies on corporate community involvement. In addition, members of the Committee function as Trustees of The Prudential Foundation, the independent philanthropic organization funded by Prudential. The Committee comprises three independent directors and three members of Prudential's senior management committee.
*Source: Prudential Financial, Inc. 2013 Proxy Statement
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