BRIGGS & STRATTON CORPORATION
NOMINATING AND GOVERNANCE COMMITTEE CHARTER
The primary functions of the Nominating and Governance Committee of the Board of Directors shall be to (i) identify individuals qualified to become Board members, review candidates recommended by shareholders for election to the Board, and propose director nominees to the Board; (ii) develop plans regarding the size and composition of both the Board and its committees, and recommend to the Board a set of corporate governance principles; (iii) review management succession plans and the process for evaluating the performance of directors and the Board; and (iv) monitor and make recommendations to the Board concerning corporate governance issues and the Company's Integrity Program.
The Committee shall consist of three or more directors who meet the independence standard established by the New York Stock Exchange. The members of the Committee shall be appointed by the Board.
Unless a Chairman is appointed by the Board, the members of the Committee may designate a Chairman by majority vote of the full Committee membership.
The Committee shall meet at such times as it determines to be necessary or appropriate, but not less than once each year, and shall report to the Board at the next meeting of the Board following each such Committee meeting. The Committee may invite the Chairman of the Board, the Chief Executive Officer of the Company or others to attend Committee meetings.
IV. Responsibilities and Duties
The Committee’s responsibilities and duties shall include the following:
Board Candidates and Nominees
1. Develop criteria for selection of new directors and nominees for vacancies on the Board, including procedures for reviewing potential nominees proposed by shareholders.
2. Review and recommend to the Board qualified candidates for the Board, including incumbent directors and candidates proposed by shareholders, who bring knowledge, experience and expertise that would strengthen the Board.
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3. Propose to the Board a slate of nominees for election as directors at each annual meeting of shareholders.
4. Propose to the Board director candidates to fill vacancies on the Board in the event of the resignation, death or retirement of directors or a change in Board composition requirements.
The Committee shall have sole authority to retain and terminate any search firm to be used to identify director candidates, including sole authority to approve the search firm's fees and other retention terms.
Board and Committees
1. Periodically review the size of the Board and recommend to the Board changes as appropriate.
2. Make recommendations to the Board concerning who are independent directors.
3. Establish and review policies pertaining to the roles, responsibilities, retirement age, tenure and removal of directors.
4. Periodically review all standing or ad hoc Board committees, and recommend to the Board changes in the number, responsibilities, membership and chairpersons of the committees as appropriate.
5. Recommend that the Board establish any special committees of the Board as necessary to properly address ethical, legal or other matters that may arise.
6. Review and recommend to the Board guidelines and procedures to be used in evaluating performance of the Board and individual directors, and evaluate with Board involvement the performance of the Board and directors on a continuing basis.
1. Establish and monitor a process for evaluating the performance of the Chief Executive Officer.
2. Periodically review the process for evaluating the performance and potential of senior executive managers who report to the Chief Executive Officer.
3. Make recommendations to the Board concerning elected officer positions.
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1. Monitor and make recommendations to the Board concerning corporate governance principles and procedures.
2. Review and make recommendations to the Board regarding proposals of shareholders that relate to corporate governance.
3. Periodically review and make recommendations to the Board concerning the Company's bylaws.
4. Review at least annually the effectiveness of the Company's Integrity Program, and recommend modifications to the program as appropriate if major compliance issues occur.
5. Annually evaluate the performance of the Committee.