The Corporate Governance Committee (the “Committee”) is a committee of the Board of Directors (the “Board”) of The Bear Stearns Companies Inc. (the “Corporation”). The purpose of the Committee is to develop and recommend to the Board a set of corporate governance guidelines for the Corporation, to make recommendations to the Board in support of such guidelines, to take a leadership role in the shaping of the corporate governance of the Corporation and to oversee the evaluation of the Board and management.
The Committee shall consist of three or more directors of the Corporation. Each member of the Committee in the judgment of the Board shall be an “independent director” as that term is defined in the rules of the New York Stock Exchange (“NYSE”) and shall satisfy all other conditions that may otherwise be required by applicable law, rule or regulation. Committee members shall be appointed by the Board annually and may be removed with or without cause by action taken by a majority of the whole Board.
The Committee is responsible for evaluating the Corporation and its Board and management in accordance with the Corporation’s corporate governance policies and applicable legal and regulatory requirements and making recommendations to the Board based upon such assessments. In addition, the Committee’s responsibilities include:
Committee Structure and Operations
A majority of the Committee shall constitute a quorum. The Board shall designate a member of the Committee as its chairman. The Committee may act by a majority vote of the members present at a duly constituted meeting of the Committee or by unanimous written consent. In the absence or disqualification of a member of the Committee, the members present, whether or not they constitute a quorum, may unanimously appoint another independent member of the Board to act at the meeting in the place of an absent or disqualified member. In the event of a “tie” vote on any issue voted upon by the Committee, the Committee chairman’s vote shall decide the issue. The Committee shall meet in person or telephonically at least once a year, with additional meetings called when deemed necessary or desirable by the Committee or its chairman. The Committee may delegate some or all of its duties that are required by the NYSE to a subcommittee, provided that such subcommittee is composed entirely of independent directors, as that term is defined under the rules of the NYSE, and provided such subcommittee has a published charter. The Committee may also delegate some or all of its other duties set forth in this Charter to a subcommittee of its choice. The Committee or a subcommittee thereof may hire outside advisors or counsel at the Corporation’s expense to assist the Committee or subcommittee in the performance of its duties. In addition, the Committee may ask members of management or others whose advice and counsel are relevant to the issues then being considered by the Committee, or subcommittee thereof, to attend a Committee or subcommittee meeting and to provide such pertinent information as may be requested by the Committee. The Committee shall report to the Board with respect to the Committee’s meetings and activities.
Each year the Committee shall conduct a self-evaluation. In this regard, the Committee shall compare its performance with the provisions of this Charter and recommend changes, as the Committee deems necessary or appropriate, to the Board. The Committee shall report the results of the evaluation to the Board in such manner as the Committee shall determine.
The Committee shall have and may exercise all powers, authority and responsibilities as the Board shall determine and as may be properly granted to the Committee under the laws of the State of Delaware and the Corporation’s Certificate of Incorporation and By-laws. Nothing contained in this Charter is intended to create, or should be construed as creating, any responsibility or liability of any member of the Committee, except to the extent otherwise provided under applicable law of the State of Delaware, which sets the legal standard for the conduct of the members of the Committee.
March 21, 2005