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Praxair adopts new governance practices
DANBURY, Connecticut (November 27, 2002) --Praxair, Inc. (NYSE:PX) on Tuesday announced significant changes in its practices for corporate governance and the board of directors, designed to enhance the board's effectiveness in fulfilling its responsibilities and to serve the interests of all Praxair stakeholders.
Many of the new practices, which become effective on January 1, 2003, exceed the requirements of the recently enacted Sarbanes-Oxley legislation and the proposed New York Stock Exchange rules.
They include: The appointment of G. Jackson Ratcliffe Jr. to the new position of Executive Session Presiding Director of Praxair's board of directors. Ratcliffe, who is non-executive Chairman of the Board and former CEO of Hubbell Inc., has served as a Praxair director since 1992. In this new role, Ratcliffe will serve as chairman of quarterly meetings of the non-management directors. He is also chairman of the governance and nominating committee. The adoption of a definition of "director independence" that stresses a minimum relationship with the company. Under the new standard, 10 of the 11 members of the board are independent. The only non-independent director is Praxair Chairman, President and CEO Dennis H. Reilley. All members of the audit, compensation, and governance and nominating committees are independent. The rotation of board committee members and chairpersons approximately every 3-5 years. The establishment of stock ownership guidelines for all directors. Each director will be required, within five years of election, to hold Praxair shares equal in value to five times the base annual cash retainer. Also, Praxair has had stock ownership guidelines for its executives and top 100 managers for more than 10 years. A requirement that independent directors shall not serve on more than five public company boards in addition to Praxair. Also, Praxair's chief executive officer shall not serve on more than two other public company boards. A requirement that no member of the audit committee shall serve on more than two additional public company audit committees. The adoption of procedures by the audit committee to limit non-audit engagements of the company's independent accountants. "These governance changes and a number of other actions have been adopted to reinforce our commitment to our shareholders and employees," said Dennis Reilley, Praxair's chairman and CEO. Reilley emphasized that in recent months, Praxair conducted extensive benchmarking of the best corporate governance practices. "Our study reaffirmed that we already had strong governance in place, but we have moved quickly to implement these additional changes." "Praxair has a strong, knowledgeable and active group of directors which has frequent interaction with the management team and provides valuable advice and counsel throughout the entire year," Reilley said. "Our latest actions will undoubtedly strengthen this relationship further." Praxair is the largest industrial gases company in North and South America, and one of the largest worldwide, with 2001 sales of $5.1 billion. More information on Praxair is available on the Internet at www.praxair.com. Pacific Sands Inc. Expands Product Line and Focuses on Future Markets CLOVIS, Calif. --Sept. 18, 2002--Pacific Sands Inc. announced the expansion of its product line for 2002 and beyond. 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