2003 Governance Charter: AG

GOVERNANCE COMMITTEE CHARTER
PURPOSE

The Governance Committee of the AGCO Board of Directors plays a central role in planning the size and composition of the Board, developing criteria and implementing the process of identifying, screening and nominating candidates for election to the Board, evaluating Board performance and recommending action to improve corporate governance.

ORGANIZATION

The Governance Committee shall consist of a Chairman and at least two additional outside directors elected by members of the Board.

RESPONSIBILITIES

The Governance Committee of the AGCO Board of Directors has the following responsibilities:

a) Develop appropriate long-range plans for the size and composition of the Board of Directors and the succession of Directors.

b) Develop and implement procedures for identifying, screening and nominating Director candidates to the Board of Directors.

c) Recommend Directors for membership and chairmanship of standing committees of the Board of Directors.

d) Develop and implement procedures for conducting and reporting annual evaluations of Board performance and recommending actions to improve Board performance and governance.

e) Such other responsibilities as the Board of Directors may from time to time expressly delegate to the Committee.

The following general and individual criteria shall be used in identifying prospective members of the Board of Directors.

a) Maintenance of a balanced experience and knowledge base within the total Board that shall include, but not be restricted to, the following:

1) Current CEO, or similar line experience in companies engaged in capital and industrial goods industries;

2) Significant direct management experience of multinational business operations;

3) Extensive knowledge and experience in financial services and capital markets;

4) Unique knowledge and experience complementing the above and providing significant contributions to Board effectiveness and corporate governance.

b) Personal integrity and willingness to devote the time and attention necessary to properly discharge the duties of a Director serving on the AGCO Board of Directors and the absence of interests which are adverse to, or in conflict with, the interest of AGCO.

c) The ability to use his/her experience and knowledge to make positive contributions to the leadership and governance of AGCO.

d) A balanced view of the role and responsibility of business in relations to the environment and societies in which AGCO operates.

e) Individuals shall not be eligible for service on the Board of Directors after the age of seventy-five years.

AUTHORITY

The Governance Committee will have authority to seek information and external assistance necessary to carry out its responsibilities and additional authority as approved by the Board.

MEETINGS AND REPORTS

The Governance Committee will meet at least quarterly and will make a report of each meeting to the Board.













Last Updated on 03/31/2003 04:43 PM