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Committees of the Board of Directors

The Board has established various committees to assist in discharging its duties, including: Audit, Compensation, Corporate Governance and Business Ethics, Executive, Finance, Investment and Risk. The primary responsibilities of each of the committees are set forth below, together with their current membership and the number of meetings held in 2017. Committee charters can be found on our website at www.prudential.com/governance. Each member of the Audit, Compensation, and Corporate Governance and Business Ethics Committees has been determined by the Board to be independent for purposes of the NYSE Corporate Governance listing standards. In addition, directors who serve on the Audit Committee and the Compensation Committee meet additional, heightened independence and qualification criteria applicable to directors serving on these committees under the NYSE listing standards.*

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 insurance risk and operational risks, 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 all of our Audit Committee members are financially literate and are audit committee financial experts as defined by the SEC.

Audit Committee Meetings in 2017: 10

Audit Commitee Members

 

Audit Committee Charter

Download PDF (65k)

The Compensation Committee oversees the Company’s compensation and benefits policies and programs. For more information on the responsibilities and activities of the Compensation Committee, including the Committee’s processes for determining executive compensation, see the CD&A.

Compensation Committee Meetings in 2017: 7

Compensation Commitee Members

 

Compensation Committee Charter

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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 Committee Meetings in 2017: 7

Corporate Governance and Business Ethics Commitee Members

 

Corporate Governance and Business Ethics Committee Charter

Download PDF (44k)

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 by our By-laws or otherwise.

Executive Committee Meetings in 2017: 0

Executive Commitee Members

Thomas J. Baltimore (Chair)
Gilbert F. Casellas
Karl J. Krapek
Christine A. Poon
Douglas A. Scovanner
John R. Strangfeld

The Finance Committee oversees, takes actions, and approves policies with respect to capital, liquidity, borrowing levels, reserves, market risk and major capital expenditures.

Finance Committee Meetings in 2017: 6

Finance Commitee Members

 

Finance Committee Charter

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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 Committee Meetings in 2017: 4

Investment Commitee Members

 

Investment Committee Charter

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If the Chairman of the Board and Chief Executive Officer are the same person, the Prudential Financial, Inc. Board of Directors will annually elect a non-management, independent director to serve in a lead capacity. Although annually elected, the Lead Independent Director is generally expected to serve for more than one year, but no more than three years.

The Lead Independent Director coordinates the activities of the other non-management directors, and performs such other duties and responsibilities as the Board of Directors may determine.

The specific responsibilities of the Lead Independent Director can be found on the Lead Independent Charter located within this tab.

Lead Independent Director:

 

Lead Independent Director Charter

Download PDF (19.5k)

The Risk Committee oversees the governance of significant risks throughout the enterprise, including by coordinating the risk oversight functions of each Board committee and seeing that matters are appropriately elevated to the Board.

Risk Committee Meetings in 2017: 6

Commitee Members

 

Risk Committee Charter of the Board

Download PDF (67.7k)

In addition to the above Committee meetings, the Board held 9 meetings in 2017.

*SOURCE: PRUDENTIAL FINANCIAL, INC. 2018 PROXY STATEMENT
 
† The Corporate Social Responsibility Oversight Committee oversees Prudential’s corporate social responsibility work. These directors inform the Company’s social responsibility efforts in strategic philanthropy, employee engagement, corporate community involvement and investing for social return. The Committee comprises three independent directors and three members of Prudential's senior management council.

 

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