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 (the “Committee”) of the Board of Directors (the “Board”) of Pyxus International, Inc. (“Pyxus” or the “Company”) is to assist the Board in fulfilling its oversight responsibilities with respect to the integrity of the financial statements of the Company, the Company’s compliance with legal and regulatory requirements, the independence and qualifications of the independent auditor, and the performance of the company’s internal audit function and independent auditor. Further, the Committee is charged with preparing the report of the Audit Committee required to be included in the Company’s annual proxy statement.

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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 (the “Committee”) is appointed by the Board of Directors (the “Board”) of Pyxus International, Inc. (the “Company”), to discharge the Board's responsibilities relating to compensation of the Company's officers and other key executives. The Committee has overall responsibility for approving and evaluating the compensation plans, policies, and programs impacting such executives of the Company.

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Governance and Nominating Committee

The Governance & Nominating Committee (the “Committee”) is appointed by the Board of Directors (the “Board”) of Pyxus International, Inc. (the “Company”):

  • (1) to oversee the governance policies of the Company, including recommending to the Board Corporate Governance Guidelines for the Company;
  • (2) to assist the Board by identifying individuals qualified to become Board members, consistent with criteria approved by the Board, and to recommend to the Board nominees for election to the Board;
  • (3) to lead the Board in its review of the Board’s performance; and
  • (4) to recommend to the Board director nominees for each committee.

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Social Responsibility and Corporate Affairs Committee

The Social Responsibility and Corporate Affairs Committee (the “Committee”) is appointed by the Board of Directors (the “Board”) of Pyxus International, Inc. (the “Company”) to assist the Board with regard to matters relating to corporate social responsibility.

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