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Board Membership
Below find a summary of the Board's current committee assignments, including "independence" status under rules of the New York Stock Exchange. The Board of Directors has determined that each of the current directors, with the exception of the directors identified below, is "independent," and meets the independence and other requirements of Section 303A.02 of the listing standards of the New York Stock Exchange, the regulations of the SEC, and applicable law.
Select the director's name to view biographical information:
Board Organization
The Ecolab Inc. Board of Directors is divided into three classes. The members of each class are elected to serve a three-year term with the terms of office of each class ending in successive years. Ecolab's shareholders approved the adoption of our existing classified Board of Directors in 1983.
Audit Commitee
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The Audit Committee is composed entirely of independent directors. The Committee fulfills, and assists the Board of Directors' oversight of, its responsibilities to monitor:
- the quality and integrity of our consolidated financial statements and management's financial control of operations,
- the qualifications, independence and performance of the independent auditors,
- the role and performance of the internal audit function, and
- our compliance with legal and regulatory requirements. The Committee meets regularly and privately with our management and internal auditors, and with our independent registered public accounting firm, PricewaterhouseCoopers LLP.
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The Board of Directors has determined that each member of the Audit Committee is "independent" and meets the independence and other requirements of (i) Sections 303A.02 and 303A.07(a) of the listing standards of the New York Stock Exchange, and (ii) Rule 10A-3 under the Exchange Act.
Ecolab's Board has also determined that each member of the Committee is an "audit committee financial expert" under the SEC's rules and should be so designated. Further, the Board has determined, in its business judgement, that each member of the Committee has accounting and related financial management expertise, and is financially literate under the New York Stock Exchange's listing standards.
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(07-Dec-06)
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Ecolab shareholders, employees and other parties may use the Contact Audit Committee form to submit complaints to the Audit Committee of the Board of Directors regarding accounting, internal controls and other auditing matters.
Alternatively, please contact Ecolab's Code of Conduct Helpline at:
Non-U.S. (651) 293-4200
Toll Free: 1-800-299-9442
Facsimile: (651) 293-2573
Your report is confidential. You can remain anonymous. However, this can limit the amount of action that can be taken. Also, depending on your closeness to the situation, an investigation might result in disclosure of your identity. There can be no retaliation against you unless you participated in a Code of Conduct violation or illegal act.
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Compensation Committee
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The Compensation Committee is composed entirely of independent directors. The principal functions of this Committee are to:
- review and recommend to the Board with respect to the establishment, amendment and administration of any compensation plans, benefits plans, severance arrangements and long term incentive for directors, and any executive officers (including the CEO) or other employees;
- review and approve our overall compensation policy and annual executive salary plan, including CEO compensation; and
- administer our director stock option and deferred compensation plans and executive and employee stock incentive, stock purchase plans, and cash incentive programs.
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(07-Dec-06)
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Finance Committee
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The principal functions of this Committee are to review and make recommendations to the Board concerning:
- management's financial and tax policies and standards,
- our financing requirements, including the evaluation of management's proposals concerning funding vehicles to meet such requirements,
- dividends,
- our capital expenditure budget, and
- adequacy of insurance coverage.
The Committee also evaluates specific acquisition and divestiture and capital expenditure projects from a financial standpoint. The Committee oversees a management committee which is charged with monitoring the performance of trust assets held in our benefit plans, and monitors our investor relations program.
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(04-May-07)
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Governance Committee
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The Governance Committee is composed entirely of independent directors. The Governance Committee has the authority to:
- Review and recommend to the Board of Directors with regard to policies for the composition of the Board, including such criteria as:
- size of the Board;
- diversity of experience, employment, background and other relevant factors of Board members;
- the proportion of the Board to be comprised of non-management directors;
- qualifications for new or continued membership on the Board, including experience, employment, background and other relevant considerations; and
- director retirement requirements or standards.
- Review any director nominee candidates recommended by shareholders in accordance with our Restated Certificate of Incorporation and By-Laws.
- Identify, interview and evaluate director nominee candidates and have sole authority to:
- retain and terminate any search firm to be used to assist the Committee in identifying director candidates; and
- approve the search firm's fees and other retention terms.
- Recommend to the Board:
- the slate of director nominees to be presented by the Board for election at the Annual Meeting of Stockholders;
- the director nominees to fill vacancies on the Board; and
- the members of each Board Committee.
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(07-Dec-06)
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