2003 Governance Charter: CPB

The Governance Committee is appointed by the Board of Directors and consists of three or more directors, all of whom meet the requirements as to independence established by the New York Stock Exchange. The Committee normally meets four times per year, and more frequently as circumstances require.

The Committee's purpose is to oversee matters relating to the composition, organization and effectiveness of the Board and its committees, including the identification of persons qualified to become Board members, recommendation of director nominees for approval by the Board and nomination for election at the Annual Meeting of Shareowners, and development, recommendation and review of corporate governance standards for the Company.

The responsibilities of the Committee include the following:


1. To make recommendations regarding the composition, organization, structure and operations of the Board and its committees.

2. To recommend to the Board criteria for the selection of new directors and oversee their recruitment.

3. To recommend ongoing qualification standards for directors, including standards for determination of director independence, criteria for evaluation of director performance, and policies regarding director tenure, retirement and succession.

4. To investigate, review and evaluate the qualifications of candidates for membership on the Board and to assess the contributions and performance of directors eligible for re-election.

5. To recommend director nominees for approval by the Board and nomination for election at the Annual Meeting of Shareowners, or, in the event of vacancies on the Board between meetings of shareowners, nominees for election by the Board until the next Annual Meeting.

6. To recommend the functions and monitor the operations of the Board committees, and recommend criteria for committee membership.

7. To recommend directors for appointment to committees and as committee chairs.

8. To recommend candidates for the position of Chairman of the Board, and investigate, review and evaluate the qualifications of candidates for Chairman.

9. To make recommendations regarding the compensation of directors who are not employees of the Company, including principles for determining the form and amount of director compensation and for reviewing those principles as appropriate.



10. To oversee and make recommendations regarding matters of corporate governance, including orientation of new directors and continuing education of directors, and the respective roles of the Board, the Board committees and the individual directors in the Company's governance process.

11. To review annually, and recommend any proposed changes to, the Company's Corporate Governance Standards.

12. To develop and recommend to the Board processes for annual self-evaluation of the performance and effectiveness of the Board and its committees and for annual evaluation of the Chairman of the Board, and oversee and report to the Board on the results of these evaluations.


13. To review and report to the Board on the annual self-evaluations of the other standing committees.


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l When the Chief Executive Officer of the Company also holds the position of Chairman of the Board, the Chair of the Governance Committee has the additional title and duties of Lead Director.

l The Chair reports to the Board following each meeting of the Committee on the principal matters reviewed or approved by the Committee and its recommendations as to actions to be taken by the Board.

l The Committee conducts an annual evaluation of its own performance and of the adequacy of its charter, and reports to the Board on the results of these evaluations.

l The Committee has the sole authority to retain and terminate any search firm to be used to assist in the identification of director candidates, and any compensation consultant to be used to assist in the evaluation of director compensation, including sole authority to approve the search firm's or compensation consultant's fees and other retention terms. The Committee also has the authority to obtain advice and assistance from other internal or external advisors.

l The Committee has the authority to delegate any of its responsibilities to subcommittees, as it deems appropriate.