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SEC Filings

DEF 14A
PENSKE AUTOMOTIVE GROUP, INC. filed this Form DEF 14A on 03/16/2017
Entire Document
 

Table of Contents

Our Corporate Governance

CURRENT DIRECTORS


BOD   Audit
Committee

 
Compensation &
Management
Development
Committee



 
Nominating &
Corporate
Governance
Committee



 
Executive
Committee

 

 

 

 

 

 

 

 

 

 

 

John D. Barr

  M   F      

Michael R. Eisenson

  M   C, F           M

Robert H. Kurnick, Jr.

  M         M

William J. Lovejoy

  M       M        

Kimberly J. McWaters

  M   F     C  

Lucio A. Noto

  M               M

Greg Penske

  M        

Roger S. Penske

  C               C

Sandra E. Pierce

  M     M   M  

Kanji Sasaki

  M                

Ronald G. Steinhart

  M   F      

H. Brian Thompson

  M       C   M   M

No. of Meetings 2016

  7   7   5   2   0
C
Chair
F
Financial expert
M
Member

Board Committees

Our Board of Directors has four standing committees: the Audit Committee, the Compensation and Management Development Committee, the Nominating and Corporate Governance Committee and the Executive Committee. Charters for the Audit, Compensation and Management Development, and Nominating and Corporate Governance committees are available on our website, www.penskeautomotive.com, under the tab "Corporate Governance." The principal responsibilities of each committee are described below. Collectively, our directors attended over 97% of our board and committee meetings in 2016, and each director attended at least 85% of their meetings. All of our directors are encouraged to attend the annual meeting of stockholders and 11 of 12 directors serving at that time attended the annual meeting in 2016.

Committee Member Qualifications.    Each of the members of our Audit, Compensation and Management Development, and Nominating and Corporate Governance Committees are independent under New York Stock Exchange guidelines and our guidelines for director independence. The Board of Directors has determined that all members of the Audit Committee are "independent" and "financially literate" under New York Stock Exchange rules and applicable law, and each of the four are "audit committee financial experts," as that term is defined in Securities and Exchange Commission rules.

The Audit Committee assists the Board of Directors in fulfilling its oversight responsibility relating to the:

financial statements, financial reporting and financial controls
internal audit function
engagement and evaluation of the independent auditing firms
significant business risks or exposures and the steps taken to assess, monitor and mitigate these risks or exposures

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