2003 Committee Charter : BGP
BORDERS GROUP, INC.
NOMINATING AND CORPORATE GOVERNANCE
Composition and Term of Office
The Board of Directors shall designate annually three or more of its independent members to
constitute members of the Nominating and Corporate Governance Committee. The Board shall
designate the Chairperson of the Committee.
The purposes of the Committee shall be to: (i) identify qualified individuals to serve as Directors
of the Company, (ii) recommend to the Board a slate of directors for election or reelection as
Directors by the shareholders at the annual meeting, as well as candidates to fill any vacancies
that may occur on the Board from time to time; (iii) make recommendations to the Board
regarding Corporate Governance Guidelines, the Business Conduct Policy and the Code of
Ethics of the Company; and (iv) fulfill the other responsibilities described below, as well as such
additional responsibilities as may be delegated to the Committee from time to time by the Board.
The Committee shall have the power and duty to:
1. Review, at least annually, the structure of the Board to assure that the proper skills and
experience are represented on the Board. At least 2/3 of the members of the Board shall
be independent directors.
2. Recommend to the full Board:
(a) nominees to fill vacancies on the Board as they occur; and
(b) prior to each annual meeting of shareholders, a slate of nominees for election or
reelection as Directors by the shareholders at the annual meeting.
3. Seek out and evaluate candidates to serve as Board members, and consider candidates
submitted by shareholders of the Company in accordance with the notice provisions and
procedures set forth in the by-laws of the Company. The criteria to be used by the
Committee in considering candidates to serve as directors shall include: (i) a review of the
background and skills of the candidate, it being in the best interests of the Company to
have a Board of Directors comprised of outstanding individuals with diverse backgrounds
and expertise; (ii) a review of the other directorships and commitments of the individual to
make certain that he or she will have adequate time to devote to the affairs of the
Company; and (iii) the Committee shall consider the importance of having at least one
independent director with significant experience and expertise in retailing and at least one
independent director with significant experience and expertise in finance.
4. Periodically make recommendations to the Board with respect to the size of the Board.
5. Recommend to the Board the membership of the committees of the Board.
6. Periodically make recommendations to the Board with respect to the compensation of
7. Make all determinations as to whether of not an individual is independent, taking into
account any applicable regulatory requirements and such other factors as the Committee
may deem appropriate; provided, however, that current employees of the Company shall
not be deemed independent.
8. Make recommendations to the Board regarding corporate governance matters and
practices, including formulating and periodically reviewing Corporate Governance
Guidelines to be adopted by the Board.
9. Review periodically with the Company's General Counsel, in light of changing conditions,
new legislation and other developments, the Company's Business Conduct Policy and
Code of Ethics, and make recommendations to the Board for such changes to the Policy
and Code as the Committee shall deem appropriate.
10. Perform such other functions as may from time to time be assigned by the Board of
11. In conjunction with the full Board, undertake an annual evaluation of the Committee.
12. Report to the Board on its activities after each meeting of the Committee.
The Committee shall meet at least twice per year, with one meeting to be prior to the Annual
Meeting of Shareholders.