Albemarle Albemarle
Albemarle

Nominating and governance committee
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January 30, 2004

The primary purposes and responsibilities of the Nominating and Governance Committee of the Board of Directors of Albemarle Corporation (“Company”) are (i) to identify individuals qualified to become Directors, consistent with criteria approved by the Board and set forth in the corporate governance guidelines, and to recommend to the Board the selection of the Director nominees for the next annual meeting of shareholders; (ii) to recommend to the Board the individual Directors to serve on the Committees of the Board, and (iii) to recommend to the Board corporate governance guidelines and to oversee related governance matters.

The Committee shall be composed of no fewer than three directors. The composition of the Committee shall satisfy the independence requirements of the New York Stock Exchange (“NYSE”) within the time requirements established by the NYSE.

The Committee shall:

• Develop criteria for consideration of candidates for the Board of Directors and outline such criteria in the corporate governance guidelines.

• Review periodically the composition of the Board of Directors.

• Identify and review candidates for the Board of Directors, including candidates nominated by shareholders pursuant to the Company’s Bylaws.

• Recommend to the Board of Directors nominees for election as Directors.

• Recommend to the Board of Directors the composition of the Committees of the Board of Directors.

• Recommend to the Board of Directors a set of corporate governance guidelines.

• Review periodically the Company’s corporate governance guidelines and make recommendations to the Board of Directors on governance issues.

• Review periodically any applicable codes of conduct and related policy documents.

• Evaluate periodically the adequacy of the Company’s conflict of interest policies.

• Obtain confirmation from management that any code of conduct and related policies are understood and implemented.

• Consider other corporate governance and related issues.

• Consider public policy issues that may affect the Company.

• Review periodically the Company’s Committee structure and operations and the working relationship between each Committee and the Board of Directors.

• Review annually the compensation and shareholding requirements for outside directors and recommend any changes to the Board of Directors.

• Consider, discuss and recommend ways to improve the effectiveness of the Board of Directors.

• Recommend to the Board of Directors, from time to time, a slate of nominees for appointment as officers to the Company.

• Report its activities regularly to the Board of Directors.

• Perform such other functions as may be requested by the Board of Directors.

• Consider input from Management in performing its obligations pursuant to this charter.

The Committee shall have authority to retain and terminate outside advisors to assist in the performance of its functions, with authority to agree to fees and other terms of engagement.

The Chairman of the Committee shall discuss the Committee’s performance with each Committee member, following which discussions the Chairman shall lead the Committee in an annual review of its performance. The annual evaluation shall include a review of the Committee’s charter.

The Committee shall cause to be provided to the NYSE appropriate written confirmation of any of the foregoing matters as the NYSE may from time to time require.

Share price: $44.10
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