Board Commitees

In accordance with Pyxus International's bylaws, the Board of Directors has established Audit, Executive, Executive Compensation, Governance and Nominating, Finance and Social Responsibility and Corporate Affairs Committees. Directors are assigned to committees annually, following review by the Governance and Nominating Committee and approval by the full Board. Currently, all of Pyxus' committees are comprised solely of independent directors, with the exception of the Executive Committee. Generally, each committee reports the proceedings of its committee meetings at the next regular meeting of the Board of Directors.

Audit Committee

The primary function of the Audit Committee is to assist the Board in fulfilling its oversight responsibilities with respect to the Company's accounting and financial reporting practices and the quality and integrity of the Company's financial reports. This includes the oversight of Pyxus' financial statements provided to any governmental or regulatory body, the public or other users; the effectiveness of Pyxus' internal control process; and Pyxus' engagement of independent auditors.

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Executive Committee

The Company is under the general management of a board of directors as provided by the laws of Virginia, the Company's state of incorporation. Pyxus' bylaws further mandate the formation and existence of an Executive Committee, which is generally empowered to act with the authority of the full board when it is not in session.

Executive Compensation Committee

The Executive Compensation Committee has overall responsibility for approving and evaluating executive officer compensation plans, policies and programs of the Company. The Committee's basic functions are to:

  • Set the compensation of key executives.
  • Review the effectiveness of the management compensation plans of the Company.
  • Review and approve the management incentive systems of the Company, including the awarding of equity grants.

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Governance and Nominating Committee

The Governance and Nominating Committee is responsible for overseeing the development and implementation of policies and procedures intended to ensure that the Board of Directors will be appropriately constituted and organized to meet its fiduciary obligations to the shareholders, and to the Company, on an ongoing basis. Specifically, the Committee has oversight responsibility for the composition and conduct of the Board. Shareholders entitled to vote in elections of directors may nominate candidates for consideration by the Governance and Nominating Committee. The Committee identifies and recommends to the full Board individuals to serve as directors of the Company.

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Social Responsibility and Corporate Affairs Committee

The Social Responsibility and Corporate Affairs Committee is responsible for assisting the Board of Directors with regard to matters relating to corporate social responsibility, including without limitation good corporate citizenship, environmental sustainability, human rights and labor practices, health and safety, and other emerging social issues.

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