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C = Committee Chairman X = Committee Member
* Lead Independent Director
Committee Charters:
1. Audit Committee
2. Compensation Committee
3. Governance and Nominating Committee
4. Executive Committee
5. Finance Committee
Independence
It is the policy of Owens Corning that the Board of Directors consist of a majority
of directors who are independent under all applicable legal, regulatory and stock
exchange requirements (“Independent Directors”). The Board of Directors has adopted
Director
Qualification Standards to assist it in making determinations of independence.
Lead Independent Director
Owens Corning has adopted a Lead Independent Director governance structure, under
which a Lead Independent Director is elected by a majority of the Independent Directors
to perform the duties and responsibilities outlined in the
Charter of Lead Independent Director for
Owens Corning. Landon Hilliard currently serves as Lead Independent Director.
Executive Sessions
The non-management directors of Owens Corning meet in executive session without
management on a regularly scheduled basis, but no less than three times a year.
The Lead Independent Director presides over these executive sessions.
Communications
Any party desiring to communicate with the Lead Independent Director and the
other non-management directors regarding the company may contact such directors
by sending an email to
non-managementdirectors@owenscorning.com.
Code of Conduct
The Board of Directors has adopted a Directors'
Code of Conduct applicable to directors.
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Norman P. Blake, Jr.Director since 1992
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Gaston CapertonDirector since 1997
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William W. ColvilleDirector since 1995
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Ralph F. HakeDirector since 2006
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F. Philip HandyDirector since 2006
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Landon HilliardDirector since 1989
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Ann IversonDirector since 1996
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James J. McMonagleDirector since 2007
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W. Howard MorrisDirector since 2007
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Joseph F. NeelyDirector since 2006
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W. Ann ReynoldsDirector since 1993
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Robert B. Smith, Jr.Director since 2004
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Daniel K. K. TseungDirector since 2006
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Michael H. ThamanChairman of the Board and Chief Executive Officer
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