Board Committees
Audit Committee
The purpose of the Committee is to assist the Board of Directors in its oversight of: (i) the integrity of the Company’s financial statements and financial reporting process; (ii) the Company’s compliance with legal and regulatory requirements and ethics programs established by management and the Board; (iii) the engagement of the independent auditor pursuant to the Securities Exchange Act 1934, as amended (the “Exchange Act”), the rules of the Securities and Exchange Commission (the “SEC”) and the rules of the New York Stock Exchange (the “NYSE”), and its qualifications, independence and performance; (iv) subject to the provisions of the U.K. Companies Act 2006 (the “Companies Act”), the appointment and performance of the U.K. statutory auditor as required under the Companies Act; and (v) the performance of the Company’s internal audit function. The Committee shall also prepare the report of the Committee required to be included in the Company’s annual proxy statement (the “Audit Committee Report”). In doing so, it is the responsibility of the Committee to maintain free and open communication among the Board, the Committee, the independent auditor, the U.K. statutory auditor, the internal auditors and management of the Company.
For the purposes of this charter, it is understood that the entity engaged to perform the function of independent auditor may be the same entity as, or an affiliated entity of, the entity engaged to perform the function of U.K. statutory auditor. The independent auditor and the U.K. statutory auditor shall be collectively referred to herein as the “auditor”.
The oversight responsibility of the Committee shall not extend to planning or conducting audits, or to any determination that the Company’s financial statements and disclosures are complete and accurate or in accordance with generally accepted accounting principles and applicable rules and regulations. These are the responsibilities of management and the auditor.
Compliance Committee
The Compliance Committee (the “Committee”) is a standing subcommittee of the Audit Committee (the “Audit Committee”) of the Board of Directors (the “Board”) of Aon plc (the “Company”) that has general responsibility to oversee the Company’s compliance and ethics programs, policies and procedures. The purpose of the Committee is to: (i) oversee the Company’s implementation of compliance programs, policies and procedures that are designed to respond to the various compliance and regulatory risks facing the Company; (ii) assist the Audit Committee in fulfilling its oversight responsibility for the Company’s compliance and ethics programs, policies and procedures; and (iii) perform any other duties as directed by the Board or the Audit Committee.
The oversight responsibility of the Committee shall not extend to planning or conducting audits, conducting investigations, or assuring compliance with relevant laws, the Company’s Code of Business Conduct, or other relevant standards, including those imposed by any settlement agreements. These are the responsibilities of management.
Finance Committee
The Finance Committee (the “Committee”) is a standing committee of the Board of Directors (the “Board”) of Aon plc (the “Company”). The primary purpose of the Committee is to assist the Board with monitoring and overseeing the balance sheet of the Company, including the capital management strategy, capital structure, investments, returns and related policies. The oversight responsibility of the Committee shall not extend to financial reporting, which shall be the responsibility of the Audit Committee of the Board.
Governance And Nominating Committee
The Governance/Nominating Committee (the “Committee”) is a standing committee of the Board of Directors (the “Board”) of Aon plc (the “Company”). The purpose of the Committee is to: (a) identify individuals qualified to become members of the Board, consistent with criteria approved by the Board; (b) recommend to the Board director nominees for each annual general meeting of shareholders and nominees to fill any vacancies on the Board; (c) develop and recommend to the Board, and assist the Board with the interpretation of, the Company’s Governance Guidelines and any other similar governance documents adopted by the Board; (d) oversee the evaluation of the Board and its committees; and (e) take a leadership role in shaping the corporate governance of the Company.
Organization And Compensation Committee
The Organization and Compensation Committee (the “Committee”) is a standing committee of the Board of Directors (the “Board”) of Aon plc (the “Company”). The purpose of the Committee is to assist the Board in carrying out its overall responsibilities with regard to executive compensation, including oversight of the determination and administration of the Company’s philosophy, policies, programs and plans for executive officers and non-employee directors.
The purpose of the Committee is to assist the Board of Directors in its oversight of: (i) the integrity of the Company’s financial statements and financial reporting process; (ii) the Company’s compliance with legal and regulatory requirements and ethics programs established by management and the Board; (iii) the engagement of the independent auditor pursuant to the Securities Exchange Act 1934, as amended (the “Exchange Act”), the rules of the Securities and Exchange Commission (the “SEC”) and the rules of the New York Stock Exchange (the “NYSE”), and its qualifications, independence and performance; (iv) subject to the provisions of the U.K. Companies Act 2006 (the “Companies Act”), the appointment and performance of the U.K. statutory auditor as required under the Companies Act; and (v) the performance of the Company’s internal audit function. The Committee shall also prepare the report of the Committee required to be included in the Company’s annual proxy statement (the “Audit Committee Report”). In doing so, it is the responsibility of the Committee to maintain free and open communication among the Board, the Committee, the independent auditor, the U.K. statutory auditor, the internal auditors and management of the Company.
For the purposes of this charter, it is understood that the entity engaged to perform the function of independent auditor may be the same entity as, or an affiliated entity of, the entity engaged to perform the function of U.K. statutory auditor. The independent auditor and the U.K. statutory auditor shall be collectively referred to herein as the “auditor”.
The oversight responsibility of the Committee shall not extend to planning or conducting audits, or to any determination that the Company’s financial statements and disclosures are complete and accurate or in accordance with generally accepted accounting principles and applicable rules and regulations. These are the responsibilities of management and the auditor.
Compliance Committee
The Compliance Committee (the “Committee”) is a standing subcommittee of the Audit Committee (the “Audit Committee”) of the Board of Directors (the “Board”) of Aon plc (the “Company”) that has general responsibility to oversee the Company’s compliance and ethics programs, policies and procedures. The purpose of the Committee is to: (i) oversee the Company’s implementation of compliance programs, policies and procedures that are designed to respond to the various compliance and regulatory risks facing the Company; (ii) assist the Audit Committee in fulfilling its oversight responsibility for the Company’s compliance and ethics programs, policies and procedures; and (iii) perform any other duties as directed by the Board or the Audit Committee.
The oversight responsibility of the Committee shall not extend to planning or conducting audits, conducting investigations, or assuring compliance with relevant laws, the Company’s Code of Business Conduct, or other relevant standards, including those imposed by any settlement agreements. These are the responsibilities of management.
Finance Committee
The Finance Committee (the “Committee”) is a standing committee of the Board of Directors (the “Board”) of Aon plc (the “Company”). The primary purpose of the Committee is to assist the Board with monitoring and overseeing the balance sheet of the Company, including the capital management strategy, capital structure, investments, returns and related policies. The oversight responsibility of the Committee shall not extend to financial reporting, which shall be the responsibility of the Audit Committee of the Board.
Governance And Nominating Committee
The Governance/Nominating Committee (the “Committee”) is a standing committee of the Board of Directors (the “Board”) of Aon plc (the “Company”). The purpose of the Committee is to: (a) identify individuals qualified to become members of the Board, consistent with criteria approved by the Board; (b) recommend to the Board director nominees for each annual general meeting of shareholders and nominees to fill any vacancies on the Board; (c) develop and recommend to the Board, and assist the Board with the interpretation of, the Company’s Governance Guidelines and any other similar governance documents adopted by the Board; (d) oversee the evaluation of the Board and its committees; and (e) take a leadership role in shaping the corporate governance of the Company.
Organization And Compensation Committee
The Organization and Compensation Committee (the “Committee”) is a standing committee of the Board of Directors (the “Board”) of Aon plc (the “Company”). The purpose of the Committee is to assist the Board in carrying out its overall responsibilities with regard to executive compensation, including oversight of the determination and administration of the Company’s philosophy, policies, programs and plans for executive officers and non-employee directors.