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Governance and Nominating Committee Charter=

 

Mission Statement

 

The purpose of the Governance and Nominating Committee= (the "Committee") of the Board of Directors (the "Board") of Alcoa Inc. (the "Company") is to (i) identify individuals qualified to become Board members and recommend such individuals to the Board for nomination for election to the Board, (ii) make recommendations to the Board concerning committee appointments other than t= his Committee, (iii) develop, recommend and annually review corporate governance guidelines for the Company and oversee corporate governance matters and (iv) coordinate an annual review of the Board's performance.

 

Membership

 

The Committee shall consist of no fewer than three mem= bers, the exact number to be determined from time to time by the Board.

 

Each member of the Committee shall meet the independen= ce requirements imposed by the listing standards of the New York Stock Exchange (the "NYSE").

 

The members of the Committee shall be appointed by a majority vote of the Board from among its members and shall serve until such member's successor is duly appointed and qualified or until such member's resignation or removal by a majority vote of the Board.

 

Authority and Responsibilities

 

The Committee shall have the following specific author= ity and responsibilities (in addition to any others that the Board may from tim= e to time delegate to the Committee):

 

Board Nominees; Committee Appointments; Continued Serv= ice

 

 

The Committee shall determine the criteria, objectives= and procedures for selecting Board members. The Committee shall consider factors such as independence, diversity, age, integrity, skills, expertise, breadth= of experience, knowledge about the Company's business or industry and willingn= ess to devote adequate time and effort to Board responsibilities in the context= of the existing composition and needs of the Board and its committees.

The Committee shall (a) review potential candidates fo= r the Board suggested to it and report to the Board regarding the results of such review; (b) recommend nominations for election and re election to the Board= and (c) recommend appointments to the Board to fill vacancies.

In the case of an individual recommended to fill a Boa= rd vacancy created by an increase in the size of the Board, the Committee shall make a recommendation to the Board as to the class of directors in which the individual should serve.

The Committee shall review the appropriateness of cont= inued service on the Board of members whose business or professional affiliations= or responsibilities have changed or who contemplate accepting a directorship on another public company board or an appointment to an audit or compensation committee of another public company board.

The Committee shall identify Board members qualified t= o fill vacancies on any committee of the Board (other than the Committee) and recommend that the Board appoint the identified member or members to the respective committee. In recommending a candidate for appointment to a committee, the Committee shall consider any required qualifications as set forth in the committee's charter, the needs of the committee in light of its purpose and responsibilities and the existing composition of the committee,= the benefits of periodic rotation of committee members and any other factors the Committee deems appropriate.

 

Corporate Governance

 

 

The Committee shall review the effectiveness of orient= ation process for newly elected members of the Board. The Committee shall also regularly assess the adequacy of and need for additional continuing director education programs.

The Committee shall recommend to the Board corporate governance guidelines for the Company, assess th= ose guidelines at least annually and review any requests for waivers of those guidelines.

 

Board Performance

 

 

The Committee shall coordinate the annual evaluation o= f the structure, organization, policies, performance and effectiveness of the Boa= rd.

 

Director Compensation

 

 

The Committee shall periodically review and make recommendations to the Board regarding director compensation.

 

Performance Evaluation

 

 

The Committee shall review its own performance and rea= ssess the adequacy of this Charter at least annually in such manner as it deems appropriate, and submit such evaluation, including any recommendations for change, to the full Board for review, discussion and approval. <= /p>

 

Retention of Consultants and Advisors

 

 

The Committee shall have authority to retain and termi= nate any search firm to be used to identify director candidates, including autho= rity to approve the search firm's fees and other retention terms.

 

 

Structure and Operations

 

The Board shall designate one member of the Committee = to act as its chairperson. The Committee shall meet in person or telephonically at least two times a year at such times and places determined by the Committee chairperson, with further meetings to occur, or actions to be taken by unanimous written consent, when deemed necessary or desirable by the Commit= tee or its chairperson. The chairperson, with input from the other members of t= he Committee, shall set the agendas for Committee meetings; such agendas shall= be distributed to the full Board. Two members of the Committee shall constitut= e a quorum; when more than two members are present, the act of a majority of su= ch members at a meeting at which a quorum exists shall be the act of the Committee, and when only two members are present, the unanimous vote of the= two members shall constitute the act of the Committee.

 

The Committee may request that any directors, officers= or other employees of the Company, or any other persons whose advice and couns= el are sought by the Committee, attend any meeting of the Committee to provide such pertinent information as the Committee requests. The Committee may exc= lude from its meetings any persons it deems appropriate in order for it to fulfi= ll its responsibilities.

 

The Committee may form and delegate authority to subcommittees when appropriate.

 

The Committee shall maintain minutes or other records = of its meetings and shall give regular reports to the Board on these meetings, including the Committee's actions, conclusions and recommendations and such other matters as required by this Charter or as the Board shall from time to time specify. Reports to the Board may take the form of oral reports by the chairperson of the Committee or any other member of the Committee designate= d by the Committee to give such report.

 

Except as expressly provided in this Charter, the Comp= any's by-laws or the Company's corporate governance guidelines, or as required by law, regulation or NYSE listing standards, the Committee shall set its own rules of procedure.