This charter governs the operations of the Executive Committee (the "Committee") of the Board of Directors (the "Board") of Wheeling-Pittsburgh Corporation (the "Company"). The Committee shall review the adequacy of this charter at least annually and recommend any proposed changes to the Board for its approval, although the Board shall have sole authority to amend this charter. The Company shall make this charter available on its website at www.wpsc.com.
The Committee shall have the power to act on behalf of the Board in the intervals between meetings of the Board.
The Committee shall be composed of at least three directors appointed by the Board. One member shall be the Company's Chief Executive Officer and all other members shall be directors who satisfy the applicable independence requirements of The Nasdaq National Market, Inc. and the rules and regulations of the Securities and Exchange Commission.
Members of the Committee shall be appointed by the Board, upon the recommendation of the Nominating and Corporate Governance Committee of the Board. The chairman of the Committee shall be appointed by the Board. Committee members shall serve until their successors are duly appointed and qualified or until their earlier removal by the Board at any time.
Meetings and Consultants
The Committee shall meet as often as it deems necessary or appropriate in the intervals between meetings of the Board. The Committee may form and delegate any of its responsibility to subcommittees as it deems necessary or appropriate in its sole discretion.
The Committee shall report its actions to the Board, and shall request ratification from the Board of any such actions, at the next regular meeting of the Board following a Committee meeting.
The Committee shall have the authority to select, retain and terminate such consultants, outside counsel and other advisors ("Consultants") as it deems necessary or appropriate in its sole discretion. The Committee may invite such Consultants to attend meetings of the Committee or to meet with any members of the Committee. The Committee shall have the sole authority to approve the fees and retention terms relating to such Consultants, which fees shall be borne by the Company.
The Committee shall have the authority to exercise all of the powers and authority of the Board to direct the business and affairs of the Company, subject to such limitations as the Board, the Company's certificate of incorporation or by-laws or applicable law from time to time may impose.