Governance and Nominating Committee Charter
Purpose of Committee
The purpose of the Governance and Nominating Committee (the “Committee”) of the
Board of Directors (the “Board”) of Brinker International, Inc. (the “Company”)
is to 1) identify and recommend individuals to the Board for nomination as
members of the Board and its Committees, 2) review and recommend Board
compensation and 3) to develop and recommend to the Board a set of corporate
governance principles applicable to the Company. The Company shall report to
the Board on a regular basis and not less than once a year.
The Committee shall consist solely of three or more members of the Board,
each of whom the Board has determined has no material relationship with the
Company and each of whom is otherwise “independent” under the rules of the New
York Stock Exchange, Inc.
The members of the Committee shall be appointed by the Board. Candidates to
fill subsequent vacancies in the Committee shall be nominated by the Committee
as set forth below and appointed by the Board. Members shall serve at the
pleasure of the Board and for such term or terms as the Board may determine.
Committee Structure and Operations
The Board shall designate one member of the Committee as its chairperson and
one as vice-chair. The Committee shall meet in person or telephonically at
least once a year at a time and place determined by the Committee chairperson,
with further meetings to occur or actions to be taken by unanimous written
consent when deemed necessary or desirable by the Committee or its chairperson.
Committee Duties and Responsibilities
The following are the duties and responsibilities of the Committee:
- To make recommendations to
the Board from time to time as to changes that the Committee believes to
be desirable to the size of the Board or any Committee thereof.
- To identify individuals
believed to be qualified to become Board members, and to recommend to the
Board the nominees to stand for election as directors at the annual
meeting of stockholders or, if applicable, at a special meeting of
stockholders. In the case of a vacancy in the office of a director
(including a vacancy created by an increase in the size of the Board), the
Committee shall recommend to the Board an individual to fill such vacancy
either through appointment by the Board or through election by stockholders.
In nominating candidates, the Committee shall take into consideration such
factors, as it deems appropriate. These factors may include judgment,
skill, diversity, experience with businesses and other organizations of
comparable size, experience as an executive with a publicly traded
company, the interplay of the candidate’s experience with the experience
of other Board members, and the extent to which the candidate would be a
desirable addition to the Board and any committees of the Board. The
Committee may consider candidates proposed by management, but is not
required to do so.
- To develop and recommend to
the Board standards to be applied in making determinations as to the
absence of material relationships between the Company and a director.
- To identify Board members
qualified to fill vacancies on any committee of the Board including the
Committee and to recommend that the Board appoint the identified member or
members to the respective committee. In nominating a candidate for
committee membership, the Committee shall take into consideration the
factors set forth in the charter of the committee, if any, as well as any
other factors it deems appropriate, including without limitation the
consistency of the candidate’s experience with the goals of the committee
and the interplay of the candidate’s experience with the experience of
other committee members.
- Establish procedures for
the Committee to exercise oversight of the evaluation of the Board and
- Develop and recommend to
the Board a set of corporate governance principles applicable to the
Company, and to review those principles at least once a year.
- Prepare and issue the
evaluation required under “Performance Evaluation” below.
- At least annually review
the compensation paid to non-management Directors and make recommendations
to the full Board for its consideration on such matters.
- Any other duties or responsibilities
expressly delegated to the Committee by the Board from time to time
relating to the nomination of the Board and committee members.
The Committee shall produce and provide to the Board an annual performance
evaluation of the Committee, which evaluation shall compare the performance of
the Committee with the requirements of this charter and set forth the goals and
objectives of the Committee for the upcoming year. The performance evaluation
shall also recommend to the Board any improvements to the Committee’s charter
deemed necessary or desirable by the Committee. The performance evaluation by
the Committee shall be conducted in such manner, as the Committee deems
appropriate. The report to the Board may take the form of an oral report by the
chairperson of the Committee or any other member of the Committee designated by
the Committee to make this report.
Delegation to Subcommittee
The Committee may, in its discretion, delegate all or a portion of its
duties and responsibilities to a subcommittee of the Committee, comprised
entirely of “independent” members of the Board. Such subcommittee shall have a
written and published charter to govern its activities.
Resources and Authority of the Committee
The Committee shall have the resources and authority appropriate to
discharge its duties and responsibilities, including the authority to select, retain,
terminate and approve the fees and other retention terms of special counsel and
other experts or consultants as it deems appropriate, without seeking approval
of the Board or management. With respect to consultants or search firms used to
identify director candidates, this authority shall be vested solely in the
- An annual performance
evaluation of the Committee, which evaluation must compare the performance
of the Committee with the requirements of this charter and set forth the
goals and objectives of the Committee for the upcoming year. The
performance evaluation should also recommend to the Board any improvements
to this charter deemed necessary or desirable by the Committee. The
performance evaluation by the Committee shall be conducted in such manner,
as the Committee deems appropriate. The report to the Board may take the
form of an oral report by the chairperson of the Committee or any other
member of the Committee designated by the Committee to make this report.
- A summary of the actions taken at each
Committee meeting, which shall be presented to the Board at the next Board