Membership -- Qualifications, Election and Removal
The Governance, Organization and Nominating Committee shall consist of three
or more directors each of whom shall meet the independence requirements of the
New York Stock Exchange. The Chairman and the members of the Committee shall be
elected annually by the Board of Directors at its annual organization meeting
and members may be removed by the Board in its discretion. The Committee may
invite to its meetings any member of management, including the Chief Executive
Officer, and such other persons as it deems appropriate in order to carry out
its duties and responsibilities.
Purpose and Responsibilities
The Governance, Organization and Nominating Committee's purpose and
responsibilities include the following:
- 1. Review, advise, and make
recommendations to the Board with respect to:
- (a) the general
responsibilities and functions of the Board and its members;
- (b) the organization,
structure, size and composition of the Board;
- (c) operations and
procedures for Board meetings;
- (d) organization and
responsibilities of appropriate committees of the Board and of Board
appointed committees; and
- (e) recommendations of
the Committee and its outside consultant concerning compensation and
benefits of directors for service on the Board and its committees.
- 2. In accordance with the
Board's criteria, determine a desirable balance of expertise and diversity
among Board members, identify individuals with the highest personal and
professional integrity who are qualified to become Board members, and aid
in attracting qualified candidates to the Board.
- (a) Committee shall
have sole authority to retain and terminate any search firm used to
identify director candidates, including sole authority to approve the
search firm's fees and other retention terms as well as the authority to
obtain advice and assistance from any other internal or external legal,
accounting or other advisors.
- 3. Actively seek qualified
individuals and recommend to the Board such nominees to fill vacancies on
the Board and nominees to be proposed by the Board as candidates for
election as directors at the next Annual Meeting of Shareholders. The
Committee will consider the names and qualifications of any candidates for
the Board submitted by shareholders in accordance with the procedures set
forth in the Company's by-laws.
- 4. Review and monitor the
orientation of new Board members and the continuing education of all
directors in light of the policy set forth in the Corporate Governance
- 5. Review the Board committee
structure and recommend to the Board for approval directors to serve as
members of the various committees and to fill any vacancies.
- 6. Recommend to the Board
nominees for election as chief executive officer ("CEO") and
nominees for election as corporate officers.
- 7. Evaluate, in consultation
with the Chairman of the Board and the CEO, the ongoing contributions to
the Board of each director whose term is expiring and who would otherwise
be nominated for re-election to the Board and recommend to the Board
whether the director should be so nominated.
- 8. Develop and recommend to
the Board for its approval an annual self-evaluation process for the Board
and oversee the annual self-evaluation process.
- 9. Receive comments from all
directors and report annually to the Board with an assessment of the
Board's performance, to be discussed with the full Board following the end
of each fiscal year.
- 10. Conduct an annual
self-evaluation of the Committee.
- 11. Review the continued
appropriateness of Board membership for any director who has had a
significant change in the primary responsibility that director held when
last elected to the Board and who has, therefore, offered to tender a
resignation from the Board.
- 12. Monitor and review at
least annually the performance of the CEO and corporate officers, and the
Company’s plans for senior management succession.
- 13. Confer with the CEO with
respect to elected officers' retirements.
- 14. Review and approve
elected officers' directorships in other publicly owned companies.
- 15. Develop and recommend to
the Board a set of corporate governance principles applicable to all
employees, officers and directors and recommend any proposed changes to
the Board for approval.
- 16. Post on the Company's Web
site the corporate governance principles.
- 17. Consider questions of
possible conflicts of interest of Board members and corporate officers.
The Committee meets in conjunction with the regular Board meetings and
otherwise from time to time at the call of its Chairman. The Committee meets in
executive session as it deems necessary or appropriate. The results of
Committee meetings shall be reported to the full Board.
A majority of the members of the Committee shall constitute a quorum. The
Committee shall act only on the affirmative vote of at least two of the
The Committee shall review and reassess the adequacy of its charter on an
annual basis and recommend any proposed changes to the Board for approval.
The Committee shall post its charter on the Company's Web site and make
available copies in printed form.
The Committee has full authority to delegate its duties to subcommittees.