Governance/Nominating Committee (“Committee”) is appointed by the Board of
Directors of Aon Corporation (“Board”), in
consultation with the Chairman and CEO, to (a) identify and make
recommendations to the Board on individuals qualified to serve as Board members
of Aon Corporation (“Company”); (b) develop and
recommend to the Board a set of Governance Guidelines applicable to the
Company; (c) take a leadership role in shaping the corporate governance of the
Company; (d) review and recommend the renomination of
incumbent directors; (e) review and recommend committee appointments; (f) lead
the Board in its annual review of the Board’s performance; and (g) perform
other related tasks, such as studying the size, committee structure, or meeting
frequency of the Board.
All members of the Governance/Nominating Committee shall meet the “independence”
requirements of the New York Stock Exchange (“NYSE”). The members of the
Committee shall be appointed by the Board of Directors in consultation with the
Chairman and CEO.
The Chairman of the Governance/Nominating Committee shall (a) chair all
meetings of the Committee; (b) chair meetings of nonemployee
directors;(c) coordinate an annual performance evaluation of the Board; and (d)
perform such other activities as from time to time are requested by the other
directors or as circumstances indicate.
Committee's Goals and Responsibilities
- The Committee shall establish
the Board’s criteria for selecting new directors.
- The Committee shall provide
oversight of the evaluation of the Board.
- The Committee shall provide an
annual performance evaluation of the Committee.
- The Committee shall make
regular reports to the Board.
- The Committee shall review
Committee member qualifications, appointment and removal and Committee
structure and operations (including authority to delegate to subcommittees).
- The Committee shall have sole
authority to retain and terminate any search firm to be used to identify
director candidates and shall have sole authority to approve the search
firm’s fees and other retention terms.
- The Committee shall lead the Board
in its annual performance evaluation, including, soliciting comments from
all directors, preparing a report to the Board with an assessment of the
performance of the Board and making recommendations for improvements of
the Board’s operations.
- The Committee shall lead the
Board in its annual review of the skills and characteristics of individual
Board members as well as the composition of the Board as a whole,
including assessments of independence of nonmanagement
directors, and shall take action to effect changes in incumbent directors
if deemed appropriate.
- The Committee shall review and
reassess the adequacy of this Charter annually and recommend any proposed
changes to the Board for approval.
- The Chairman shall lead the
peer assessment process.
- The Committee shall review the
Board Governance Guidelines annually and make recommendations to the Board
with respect to changes to the Guidelines.