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. 1. Review, advise, and make recommendations to the Board with respect to:
    1. (a) the general responsibilities and functions of the Board and its members;
    2. (b) the organization, structure, size and composition of the Board;
    3. (c) operations and procedures for Board meetings;
    4. (d) organization and responsibilities of appropriate committees of the Board and of Board appointed committees; and
    5. (e) recommendations of the Committee and its outside consultant concerning compensation and benefits of directors for service on the Board and its committees.
  2. 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.
    1. (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. 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. 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 Principles.
  5. 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. 6. Recommend to the Board nominees for election as chief executive officer ("CEO") and nominees for election as corporate officers.
  7. 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. 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. 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. 10. Conduct an annual self-evaluation of the Committee.
  11. 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. 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. 13. Confer with the CEO with respect to elected officers' retirements.
  14. 14. Review and approve elected officers' directorships in other publicly owned companies.
  15. 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. 16. Post on the Company's Web site the corporate governance principles.
  17. 17. Consider questions of possible conflicts of interest of Board members and corporate officers.

Stated Meetings

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.

Quorum

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 members.

Committee Charter

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.

Subcommittees

The Committee has full authority to delegate its duties to subcommittees.