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Committee Composition

Committee Charting

Anthony J. Saich Gary F. Locke Howard W. “Hawk” Koch, Jr. Jack Q. Gao, Ph.D. Kathleen M. Pawlus Lloyd Hill Committee Description Charter Documents Committee Description Charter Documents Committee Description Charter Documents
Audit Committee $ CC $
The Audit Committee (the "Committee"), in order to assist the Board in fulfilling its responsibilities, shall oversee:
  • management's conduct of, and the integrity of, the Company's financial reporting to any governmental or regulatory body, shareholders, other users of Company financial reports and the public;
  • the Company's systems of internal control over financial reporting and disclosure controls and procedures;
  • the qualifications, engagement, compensation, independence and performance of the registered public accounting firm that shall audit the annual financial statements of the Company (the "independent auditor") and any other registered public accounting firm engaged to prepare or issue an audit report or to perform other audit, review or attest services for the Company, their conduct of the annual audit of the Company's financial statements and any other audit, review or attestation engagement, and their engagement to provide any other services;
  • the Company's legal and regulatory compliance;
  • the application of the Company's related person transaction policy as established by the Board; and
  • the application of the Company's codes of business conduct and ethics as established by management and the Board.

In connection with the foregoing, the Committee shall engage in such activities as are necessary or appropriate in order for it to render the annual report of the Committee required to be included in the Company's annual report to the Securities and Exchange Commission ("SEC").

Please see the Audit Committee Charter Document for additional information

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Compensation Committee CC $
The Compensation Committee (the “Committee”) shall:

  • (A) assist the Board in developing and overseeing the Company’s employee compensation policies and practices, including:

    • (i) determining and approving the compensation of the Company’s Chief Executive Officer (“CEO”) and the Company’s other named executive officers (NEOs);
    • (ii) developing, reviewing and approving equity incentive compensation policies and programs, and exercising discretion in the administration of such programs; and
    • (iii) developing, reviewing and approving equity compensation programs, and exercising discretion in the administration of such programs; and

  • (B) review and approve the annual report of the Committee required by the rules of the Securities and Exchange Commission (“SEC”).

In discharging its role, the Committee is empowered to inquire into any matter that it considers appropriate to carry out its responsibilities, with access to all books, records, facilities and personnel of the Company, and, subject to the direction of the Board, the Committee is authorized and delegated the authority to act on behalf of the Board with respect to any matter necessary or appropriate to the accomplishment of its purposes. The Committee has the power to retain outside counsel, compensation consultants or other advisors to assist it in carrying out its activities. The Committee shall have the sole authority to retain, compensate, direct, oversee and terminate counsel, compensation consultants, and other advisors hired to assist the Committee, who shall be accountable ultimately to the Committee. The Company shall provide adequate resources to support the Committee’s activities, including compensation of the Committee’s counsel, consultants and other advisors.

Please see the Compensation Committee Charter Document below for additional information.;

Nominating Committee CC
The Nominating and Corporate Governance Committee (the “Committee”) shall assist the Board in:

  • (i) identifying and screening individuals qualified to serve as directors and recommending to the Board candidates for nomination for election at the annual meeting of shareholders or to fill Board vacancies;
  • (ii) overseeing the Company’s policies and procedures for the receipt of shareholder suggestions regarding Board composition and recommendations of candidates or nominations by the Board;
  • (iii) developing, recommending to the Board and overseeing implementation of the Company’s Corporate Governance Guidelines and Principles; and
  • (iv) reviewing on a regular basis the overall corporate governance of the Company and recommending improvements when necessary.

In discharging its role, the Committee is empowered to inquire into any matter it considers appropriate to carry out its responsibilities, with access to all books, records, facilities and personnel of the Company, and, subject to the direction of the Board, the Committee is authorized and delegated the authority to act on behalf of the Board with respect to any matter necessary or appropriate to the accomplishment of its purposes. The Committee has the power to retain outside counsel, director search and recruitment consultants or other advisors to assist it in carrying out its activities. The Committee shall have the sole authority to retain, compensate, direct, oversee and terminate counsel, director search and recruitment consultants, and other advisors hired to assist the Committee, who shall be accountable ultimately to the Committee. The Company shall provide adequate resources to support the Committee’s activities, including compensation of the Committee’s counsel, consultants and other advisors. ;
Audit Committee Compensation Committee Nominating Committee
Anthony J. Saich CC
Gary F. Locke
Howard W. “Hawk” Koch, Jr.
Jack Q. Gao, Ph.D. CC
Kathleen M. Pawlus $ CC
Lloyd Hill $ $
$= Financial Expert
CC= Chairperson
= Member
*To view the charter documents, click on committee name.
Our non-management directors typically meet in an executive session at every meeting, and they will meet no less than once per year in accordance with the NYSE rules. Our Board Chairman presides over these executive sessions.

Contact Information

John Merriwether
Vice President, Investor Relations
AMC Entertainment Holdings, Inc.
11500 Ash Street
Leawood, KS 66211
(866) 248-3872
InvestorRelations@amctheatres.com

Transfer Agent
Computershare
(800) 962-4284
www.computershare.com

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