The Board of Directors has four permanent committees that meet several times a year: an Audit Committee, a Management Development, a Compensation Committee, a Finance Committee, and a Nominating and Governance Committee. Each committee has a charter, and all committee members meet the relevant independence standards prescribed by the Securities Exchange Commission and the New York Stock Exchange. The committee members also meet more stringent standards in Articles II and III of Armstrong’s Corporate Governance Principles (PDF). The committees receive their authority and assignments from the Board and report directly to the Board.
Management regularly provides updates, at least annually and as frequently as quarterly, to the Board of Directors and/or its Committees regarding ongoing initiatives and significant developments relating to Corporate Governance; Compliance; Environmental, Health and Safety and Labor matters.
Stakeholder engagement initiatives, including shareholder outreach efforts, are coordinated at least annually by senior management of the Company reporting directly to the Chief Executive Officer and under the oversight of the Board of Directors and/or its Committees.
Learn more about the functions of each committee below and view the committee charters found in the resources box.
The Audit Committee oversees the accounting and internal financial control matters and performs related duties as prescribed in its charter. The committee retains independent public accountants to audit Armstrong’s financial statements.
Among other duties, the committee reviews:
- scope and results of the independent auditors’ activities and the fees proposed and charged by the independent auditors
- scope and results of Armstrong’s internal audit activities
- travel and entertainment expenses of Armstrong’s officers
- financial activities, financial position and related financial reports of Armstrong
CONTACT THE OFFICE OF COMPLIANCE
Our Board of Directors and the Audit Committee welcome your concerns and questions about Armstrong's accounting, internal controls, and auditing matters. All questions and concerns will be received and processed by the Office of Compliance. Accounting, internal accounting controls, or auditing concerns will be referred to the Audit Committee. Other concerns will be referred to the lead Director of the Board.
We encourage you to provide your contact information so we can reach out to collect more information if needed.
If you are concerned that your message remain anonymous, please send it by mail to:
Armstrong World Industries
c/o Director of Compliance
P.O. Box 3001
Lancaster, PA 17603
Management Development & Compensation Committee
The Management Development and Compensation Committee oversees the compensation of executive officers of Armstrong.
The committee also:
- oversees the Company’s compensation plans
- periodically reviews management development plans, salary and incentive compensation plans and the administration of plans for Armstrong’s salaried employees
- reviews senior management succession plans
Nominating & Governance Committee
The Nominating and Governance Committee oversees the development, performance and effective functioning of the Board. The committee:
- reviews and recommends new director candidates for consideration by the Board
- recommends director nominees for election at the annual shareholders’ meeting
- supports periodic assessments of Board effectiveness and evaluations of individual directors
- reviews matters concerning directors’ compensation
- considers candidates recommended by the shareholders
CONTACT THE NOMINATING & GOVERNANCE COMMITTEE
Please choose one of the options below to report concerns or ask questions about Armstrong’s corporate governance, Corporate Governance Principles (PDF), Board independence and other qualifications, or to recommend an individual for service on the Board of Directors. Your message will be forwarded to the Nominating and Governance Committee.
Armstrong World Industries Nominating & Governance Committee
c/o Armstrong Corporate Secretary
P. O. Box 3001
Lancaster, PA 17604
RECOMMEND A BOARD CANDIDATE
To recommend an individual for service on the Board of Directors, email or send a letter (see contact info above) with the following information:
- full name, address, education and professional experience of the individual and why you believe this person will be a good director.
- consent of the individual to be considered and to serve if elected
- the individual’s assessment of their independence and qualifications under SEC, NYSE, and Articles II and III of Armstrong's Corporate Governance Principles (PDF)
- number of shares of Armstrong stock held by the individual and by the persons supporting the recommendation
You may be contacted for further information to help the Committee evaluate the candidate.
Although all recommendations will be considered, you are encouraged to submit recommended candidates by July in order to allow them the fullest consideration for election at the next annual meeting. From time to time, vacancies arise during the year, however, and shareholder recommendations timely to those situations will be considered.
The Finance Committee assists the Board in its oversight of the financial management of the Company, including material and strategic financial matters. Among other duties, the committee:
- reviews and makes recommendations to the Board regarding the Company's capital structure
- monitors the impact of various Company activities on the Company's credit ratings and funding costs
- periodically reviews and makes recommendations to the Board regarding the Company's dividend and share repurchase policies
- periodically reviews and makes recommendations to the Board regarding the Company's capital plans and investments