2003 Executive Charter: DL
The Executive Committee shall review and, where appropriate, authorize corporate action with
respect to all matters concerning the Corporation's interests and the management of its business
during intervals between meetings of the Board of Directors, provided that the Chairman of the
Board has determined that it is impractical to convene the full Board for such purpose.
Authority and Responsibilities
The Committee shall have, subject to applicable provisions of law, and to the limitations set forth in
this Charter, all the authority of the Board of Directors in the management of the business and affairs
of the Corporation when the Board is not in session, including, without limitation, the power to
adopt a certificate of ownership and merger pursuant to Section 253 of the General Corporation
Law of the State of Delaware; provided that the Committee shall not have the power to declare
dividends or to authorize the issuance of the Corporation's capital stock.
The Committee's responsibilities, when engaged in the proper exercise of authority granted pursuant
to this Charter, shall include all the responsibilities of the Board of Directors.
The Chairman of the Board of Directors shall act as the Chairman of the Committee.
Members of the Committee shall be recommended by the Chairman of the Board, submitted for
nomination by the Governance Committee and elected annually to one-year terms by majority vote
of the Board of Directors.
The Committee shall meet as required, upon the call of the Chairman. A quorum for the transaction
of business at meetings of the Committee shall consist of a majority of its members.
Evaluation of the Committee
The Committee shall, on an annual basis, evaluate its performance under this Charter. In conducting
this review, the Committee shall evaluate whether this Charter appropriately addresses the matters
that are or should be within its scope. The Committee shall address all matters that the Committee
considers relevant to its performance, including at least the following: the adequacy,
The Dial Corporation
Charter – Executive Committee
appropriateness and quality of the information and recommendations presented by the Committee to
the Board, the manner in which they were discussed or debated, and whether the number and length
of meetings were adequate for the Committee to complete its work in a thorough and thoughtful
The Committee shall deliver to the Board a report setting forth the results of its evaluation, including
any recommended amendments to this Charter and any recommended changes to the Corporation's
or the Board's policies or procedures.