2004 Committee Charter : PLBPurpose
The Nominating & Governance Committee is appointed by the Board (1) to
assist the Board by identifying individuals qualified to become Board members,
and to recommend to the Board the director nominees for the next annual meeting
of shareholders; (2) to recommend to the Board the Corporate Governance
Principles applicable to the Company and to monitor ongoing compliance with
them; and (3) to lead the Board in its annual review of the Board's performance.
Committee Membership and Structure
The Nominating & Governance Committee shall consist only of directors
who meet the independence requirements of the New York Stock Exchange.
The members of the Nominating & Governance Committee shall be appointed
and replaced by the Board. The Nominating & Governance Committee chairperson
shall be designated by the Board, or if the Board chooses not to do so, by a
majority vote of the Nominating & Governance Committee.
The Committee may appoint subcommittees of two or more of its members
and may delegate to any such committee full authority to address any of the
The Nominating & Governance Committee shall meet as frequently as
circumstances dictate. At least one meeting will be in person and the others may
be held by teleconference as the chairman deems advisable. A majority of the
members of the Nominating & Governance Committee shall constitute a quorum for
the transaction of business.
The Nominating & Governance Committee will report to the Board of
Directors of the Company regarding its recommendations, maintain written minutes
of its meetings, provide copies of the minutes to the Board of Directors, and
file its minutes with the Corporate Secretary.
Committee Authority and Responsibilities
1. The Nominating & Governance Committee may retain and terminate any search
firm to be used to identify director candidates and shall approve the
search firm's fees and other retention terms. The Nominating & Governance
Committee may also access Company resources in order to obtain advice and
assistance from internal or external legal or other advisors, as necessary
for the Committee to carry out its responsibilities under this Charter.
Whenever the Committee determines that it requires outside services, it
will provide a budget therefor to the Chief Financial Officer which will include the estimated
costs of such services and anticipated timing of the payment of such costs.
As with all areas of the Company's operations, when using outside resources
the Committee will be mindful of the Company's commitment to be the "low
cost pasta producer."
2. The Nominating & Governance Committee shall seek individuals qualified to
become board members for recommendation to the Board whenever a vacancy
arises, or at such other times as the Committee deems appropriate or as
requested the Board. The Nominating & Governance Committee believes that
having directors with relevant experience in business and industry,
government, education and other areas is beneficial to the Board as a
whole. The Nominating & Governance Committee shall monitor the mix of
skills and experience of its directors and committee members in order to
ensure that the Board has the necessary tools to perform its functions
effectively and shall recommend each year nominees for election to the
3. The Nominating & Governance Committee shall oversee the formulation of, and
shall recommend for adoption to the Board, a comprehensive set of Corporate
Governance Principles. The Nominating & Governance Committee shall, when
appropriate, review the Corporate Governance Principles of the Company and
recommend any proposed changes to the Board for approval. The Nominating &
Governance Committee shall have the responsibility to monitor compliance
with the Corporate Governance Principles and to report thereon to the
4. The Nominating & Governance Committee shall review this Charter annually
and recommend any proposed changes to the Board for approval. The
Nominating & Governance Committee shall annually review its own performance
and report thereon to the Board.
5. The Nominating & Governance Committee shall lead an annual evaluation
process of the Board and its members.
6. The Nominating & Governance Committee shall review and make appropriate
recommendations to the Board regarding issues involving conflicts of
interests between a director and the Company and determinations of the
independence of any member of the Board.
7. The Nominating & Governance Committee shall encourage and support (i)
appropriate opportunities for new Board members to receive appropriate
orientation to the Company and their role as a member of the Board and (ii)
the continued education for all directors on matters related to Board