Board Committees | Board of Directors | Officers

Fluor Corporation’s Board of Directors reflects many of the characteristics which are key to a strong, thoughtful approach to corporate governance and oversight. With 12 members comprised of three inside and nine outside directors, the Board possesses a good balance of both industry expertise and overall business knowledge.

There are regular quarterly meetings with numerous telephone discussions as necessary to handle matters requiring Board approval. Altogether there are six standing committees—the Executive Committee, Audit Committee, Finance Committee, Governance Committee, the Organization and Compensation Committee, and the Public Policy Committee. Through work on its committees and ongoing interactions with members of executive management, the Board is involved in practically every activity critical to the companys success, with a particular emphasis on corporate direction, strategy and executive succession.

Executive Committee [1]
Philip J. Carroll, Jr., Chairman
The Executive Committee acts on behalf of the Board with its full authority on matters which require resolution between regular Board meetings. The committee is comprised of the chairman of the Board and the chairmen of the Board’s other five standing committees.

Audit Committee [2]
Peter J. Fluor, Chairman
The Audit Committee, which consists solely of independent outside directors, represents the Board in oversight of the company’s financial condition, reporting procedures and financial controls. Each of the committee members has a working familiarity with basic accounting and related financial practices and at least one or more of the members of the Audit Committee has accounting or related financial management experience. Among the committee’s many responsibilities are review of the company’s annual report, Form 10-K and proxy statement. It also meets regularly with the company’s internal auditors and financial management team to review accounting controls and practices. In addition, it meets both annually and quarterly with Ernst & Young, the company’s independent auditors, to review the scope of its work and to ensure that appropriate policies and procedures are in place. The Audit Committee also adopts and approves a formal written charter which it annually reviews and reassesses. Finally, the committee nominates the firm of independent auditors for appointment by the Board and ratification by shareholders.

Finance Committee [3]
Dr. Martha R. Seger, Chairman
The Finance Committee provides the Board with oversight of, and recommendations regarding, the financial activities and needs of the company. The committee’s specific duties include review and recommendations regarding debt financing arrangements, dividend policy and acquisitions and dispositions of major business units and capital assets. The committee also has oversight responsibility for the company’s retirement and other employee benefit funds, risk management, including derivatives and foreign exchange transactions and performance of the company’s own investments. In carrying out its functions, the committee works in close liaison with the chief financial officer of the company.

Governance Committee [4]
Dr. David P. Gardner, Chairman
The Governance Committee, which consists of all the outside directors of the company, focuses on the membership, roles and responsibilities of the Board of Directors. The committee recommends the organizational structure of the Board and the assignment of members to committees where much of the Board’s work is conducted. All outside directors serve on at least two committees. In its search for new members, the committee looks for diversity of gender and race, as well as diversity in experience to help ensure the strongest capability possible in providing oversight and perspective. In addition, the committee facilitates participation by all directors in the affairs of the company. The accessibility between the Board and company management not only provides better insight to the directors on company activities but also facilitates the experience of the Board being readily available to company management whenever and wherever it can be most useful.

Organization and Compensation Committee [5]
Admiral Bobby R. Inman, Chairman
The Organization and Compensation Committee provides guidance and oversight regarding the company’s organizational structure; the quality, diversity and depth of the executive management team; and the effectiveness of the company’s compensation programs for management employees. The primary focus and philosophy of all company compensation programs is to ensure that they are linked directly to initiatives which will yield increasing levels of shareholder value. It is the committee’s responsibility to see that management compensation is properly aligned and incentivised for further enhancement of shareholder value.

Public Policy Committee [6]
Vilma S. Martinez, Chairman
The Public Policy Committee provides guidance and recommendations regarding the company’s policies and positions on significant public issues, the company’s support of business, charitable and political organizations, and the company’s workplace and employment practices. The committee functions as a key resource to the company in fulfilling its corporate citizenship objectives and responsibilities.