AptarGroup, Inc. - Corporate Governance Committee Charter, Page 1 of 3
2003 Committee Charter : ATR
AptarGroup, Inc. Board of Directors
Corporate Governance Committee Charter
The Corporate Governance Committee (the "Committee") shall be appointed by
the Board of Directors to (i) identify, evaluate and recommend individuals
qualified to be directors of the Corporation to the Board for either appointment to
the Board or to stand for election at a meeting of the stockholders, (ii) review and
recommend to the Board appropriate compensation for the Company's directors
and (iii) develop and recommend to the Board corporate governance principles
for the Corporation.
The Committee shall be comprised of two or more directors. Each member of
the Committee shall, in the Board's determination, have no material relationship
with the Company and shall meet the independence requirements of the New
York Stock Exchange (the "NYSE"). The members of the Committee shall be
appointed by the Board and shall serve for such term or terms as the Board may
determine. A chairperson of the Committee shall be designated by the Board.
The Committee shall meet with such frequency and at such intervals as it shall
determine is necessary to carry out its duties and responsibilities, but in any
case, not less than once a year. The Committee will meet at such times as
determined by its chairperson.
Each member of the Committee shall have one vote. A majority of the members
of the Committee shall constitute a quorum. The Committee shall be authorized
to take any permitted action only by the affirmative vote of a majority of the
Committee members present at any meeting at which a quorum is present, or by
the unanimous written consent of all of the Committee members.
Roles and Responsibilities
The Committee shall:
1. Make recommendations to the Board regarding changes to the size and
composition of the Board or any committee thereof.
2. Review recommendations for new directors which come from Board
members, shareholders or outside parties, identify individuals that the
Committee believes are qualified to become Board members in
accordance with the Nominating Criteria set forth below, and recommend
that the Board appoint such individuals to the Board in the event of a
AptarGroup, Inc. - Corporate Governance Committee Charter, Page 2 of 3
vacancy or select such nominee or nominees to stand for election at the
next meeting of stockholders of the Company in which directors will be
3. Identify Board members qualified to be members of a committee of the
Board in accordance with the Nominating Criteria set forth below, and
recommend such nominee or nominees to the Board for appointment to
4. Recommend nominees for the chairs of Board committees.
5. Develop and recommend to the Board procedures to be applied in making
determinations on the types of relationships that constitute material
relationships between the Company and a director for purposes of
determining director independence.
6. Develop and recommend to the Board a set of corporate governance
principles applicable to the Company, taking into account the provisions of
the Exchange Act, the listing standards of the NYSE, and any other
sources that the Committee deems appropriate.
7. Review the Company's corporate governance principles at least once per
year, and report to the Board recommendations for any proposed changes
to the Board for approval.
8. Evaluate and recommend to the Board appropriate compensation for the
Company's directors, including compensation and expense
reimbursement policies for attendance at Board and committee meetings.
9. Review and reassess the adequacy of this Charter annually and
recommend any proposed changes to the Board for approval.
10. Conduct an annual performance evaluation of the Committee.
11. Report to the Board on a regular basis and make such recommendations
with respect to any matters as the Committee deems necessary or
In evaluating candidates for nomination to the Board or to the committees of the
Board, the Committee shall take into account the applicable requirements for
directors and committee members under the Exchange Act and listing standards
of the NYSE. Candidates are selected for their character, judgment, business
experience and acumen.
Directors must be willing and able to devote sufficient time to carry out their
duties. Accordingly, the number of boards of other public companies on which a
person serves will be considered when evaluating his or her qualifications.
AptarGroup, Inc. - Corporate Governance Committee Charter, Page 3 of 3
The Committee shall have the authority to retain and terminate consultants to be
used to assist in the identification and evaluation of director candidates and other
advisors as deemed appropriate, including the authority to approve the fees and
retention terms for such external advisors.