CORPORATE GOVERNANCE COMMITTEE CHARTER

 

AUGUST 2003

The Corporate Governance Committee is a standing committee of the Board of Directors established pursuant to Section 3.1 of the By-laws. The Committee shall be responsible for (i) identifying qualified individuals to become members of the Board of Directors, (ii) recommending that the Board of Directors elect or nominate for election at annual meetings of stockholders such qualified individuals, (iii) recommending to the Board of Directors a set of corporate governance principles applicable to the Company, and (iv) reviewing matters involving the Company's Charter, By-Laws, stockholder proposals, Board committee responsibilities, and other corporate governance subjects, and recommending appropriate actions with respect thereto to the Board of Directors for approval.

The Committee shall consist of only nonmanagement directors who at all times meet the independence requirements of the listing standards of the New York Stock Exchange, as well as other applicable legal requirements and other criteria as may be established by the Board of Directors. The Committee shall number at least two; one of whom shall be selected as Chairperson by the Corporate Governance Committee and approved by the Board of Directors. A nonmanagement director is a director who is neither a current nor a former employee of the Company or its affiliates. Unless otherwise approved by the Board of Directors, none of the Committee members shall serve on the Committee for more than four consecutive years. A Director may be reappointed to the Corporate Governance Committee after a lapse of membership on the Committee for a period of at least one year. The terms of the Committee members shall be staggered so that at least one new member is appointed to the Committee at each Annual Meeting of the Board. The Committee shall meet no less than twice annually and additional meetings shall be held upon the call of the Committee Chairperson. The Chief Executive Officer shall attend all Committee meetings. The Secretary shall attend meetings of the Corporate Governance Committee for the purpose of preparing the minutes. Non-Committee attendees may be excused from attendance at any meeting, or portion of any meeting by the Committee Chairperson.

To accomplish its purposes, the Committee shall:

1. Review, on a continuous basis, the structure of the Charter and By-Laws to assure the proper and efficient functioning of the corporate structure and make recommendations to the Board whenever appropriate.

2. Review any current shareholder proposals as deemed appropriate by the Committee and prepare position recommendations to the Board.

3. Review on a continuing basis, and at least once a year, the structure of the Board to ensure its continuity and to ensure that proper skills and experience are represented on the Board. The Committee shall have the responsibility to develop and recommend criteria for the selection of directors to the Board, including, but not limited to diversity, age, skills, experience, time availability (including the number of other boards served by the individual) as set forth in the Company's Corporate Governance Guidelines, and such other criteria as the Committee shall determine to be relevant at the time. The Committee shall have the power to apply such criteria in connection with the identification of individuals to be board members, as well as to apply the standards for independence imposed by the Company's listing agreement with the New York Stock Exchange and all applicable laws in connection with such identification process.

4. Recommend to the Board of Directors, on an annual basis, nominees for election as directors for the next annual meeting of stockholders.

5. Obtain recommendations for and develop and review background information of director candidates. Recommendations for candidates shall be solicited by the Committee from Board members, members of executive management, and other sources deemed by the Committee to be appropriate.

6. Have the sole authority to retain and terminate any search firm to be used to identify director candidates and sole authority to approve the search firm's fees and other retention terms, at the Company's expense.

7. Review the performance and any potential conflicts of individual Board members whenever a Board member is being considered for re-nomination to the Board. If appropriate, additional reviews of any member's performance may be initiated by the Committee Chairperson in accordance with criteria established by the Committee. Such reviews shall be the basis for the Committee's recommendations to the Board for re-nominations of directors or other actions.

8. Recommend to the Board the size, composition responsibilities and structure of, and the appointments to, all committees of the Board; it shall also recommend to the Board the appointment of the respective committee chairperson.

9. Develop, review and maintain corporate governance guidelines and codes of business conduct and ethics for directors, officers and employees to ensure that they are generally informed of their duties and obligations to the Company. Such corporate governance guidelines and codes of business conduct and ethics shall include the Company's Corporate Governance Guidelines, Guidelines of Business Conduct, Duties and Responsibilities of Directors, and General Responsibilities of Officers and Senior Management Positions. Such materials shall, at a minimum, address the matters identified in the listing standards of the New York Stock Exchange.

10. Oversee the corporate governance processes for evaluating the performance of management and the Board of Directors.

11. Have the authority, without the consent of management or the Board, at the Company's expense, to the extent it deems necessary or appropriate, to access the Company's General Counsel, outside legal counsel or retain special independent legal counsel or outside consultants, with due regard to the reasonableness of the attendant costs, to advise or assist the Committee in fulfilling its obligations.

12. Form and delegate authority to subcommittees or members, or delegate authority or responsibilities to management, when it deems appropriate.

13. Make regular reports to the Board of Directors.

14. Review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval. The Committee shall annually review its own performance.

15. Be entitled to rely, in good faith, on information, opinions, reports or statements, or other information prepared or presented to them by (i) officers and other employees of the Company, whom such member believes to be reliable and competent in the matters presented, (ii) counsel, public accountants or other persons as to matters which the member believes to be within the professional competence of such person.

16. Perform such other functions which may from time to time be assigned to it by the Board of Directors.