2003 Governance Charter: CHD CHARTER OF THE
GOVERNANCE & NOMINATING COMMITTEE
OF THE BOARD OF DIRECTORS
PURPOSES: The Governance & Nominating Committee (the "Committee") of the
Board of Directors (the "Board") of Church & Dwight Co., Inc. (the "Company") is
appointed by, and generally acts on behalf of, the Board. The Committee's
purposes shall be:
1. To aid in the governance of the Company;
2. To identify individuals qualified to serve as members of the Board
and recommend to the Board the director nominees for the next annual
meeting of shareholders;
3. To plan for the succession of the Chief Executive Officer; and
4. To develop and recommend to the Board sound corporate governance
MEMBERSHIP: The Committee shall consist of three or more members appointed
by the Board, each of whom must be independent in accordance with the rules of
the New York Stock Exchange. The Lead Director of the Company shall serve on the
Committee as its Chairman. The members of the Committee shall serve until their
resignation, retirement, or removal by the Board or until their successors shall
be appointed. No member of the Committee shall be removed except by majority
vote of the independent directors of the full Board then in office.
MEETINGS AND PROCEDURES: The Committee shall hold no less than two
regularly scheduled meetings each year, and such other meetings from time to
time as the Committee may deem necessary or appropriate. A majority of the
Committee members shall be present to constitute a quorum of the Committee.
Where a quorum is present, a majority of the members in attendance shall decide
any question brought before any meeting of the Committee. The Chairman
of the Committee or a majority of Committee members may call a special meeting
of the Committee. The Committee will maintain minutes of meetings and report
regularly to the Board of Directors on the Committee's activities.
The Committee may delegate specific tasks to its Chairman or a
sub-committee consisting of at least two Committee members, provided that no
such delegation shall be permitted if the authority is required by law, rule,
regulation or listing standard to be exercised by the Committee as a whole. The
Committee shall have the authority to retain, at the Company's expense,
executive search firms, legal, accounting or other experts that the Committee
deems necessary in the performance of its duties.
DUTIES AND RESPONSIBILITIES: The Committee is expected to carry out the
following duties and responsibilities:
1. Identify individuals qualified to become Board members and
recommend to the Board nominees for the class of directors to be elected at
the next annual meeting of shareholders and where applicable, to fill
vacancies. The Committee shall recommend prospective directors as required
to provide an appropriate balance of knowledge, experience and capability
on the Board, reflecting the Board's criteria for selecting new directors.
The Committee shall also evaluate and recommend to the Board those
directors to be appointed to the various Board committees, including the
persons recommended to serve as chairperson of each committee. The
Committee shall establish director orientation and continuing education
2. Prepare and recommend to the Board a written plan of succession
for the Chief Executive Officer and for such other executive officers of
the Company as the Board may direct. In its deliberations concerning
succession of the Chief Executive Officer, the Committee shall include the
members of the Compensation and Organization Committee.
3. Take a leadership role in shaping the governance of the Company.
It shall develop and recommend to the Board, and periodically review, a
written set of corporate governance principles applicable to the Company
that are consistent with applicable legal requirements. The Committee shall
make recommendations to the Board regarding corporate governance matters
and practices including the effectiveness of the Board, its committees and
4. Oversee periodic evaluations of the Board and management,
including an annual evaluation of the performance of the Board and its
committees. In evaluating the Board, the Committee shall consider the size
and composition of the Board in light of the operating requirements of the
Company and other relevant factors.
5. Regularly report to the Board of Directors. The Committee shall
encourage free and open communication with the Board, any professional
advisors it retains, the Chief Executive Officer, and other key officers as
may be necessary in the normal course of business.
6. Review the adequacy of this charter annually and recommend to the
Board, as appropriate, any amendments to the charter.
7. At least once a year the Committee shall assess its own
performance and deliver a report to the Board setting forth the results of