2003 Governance Charter: CLX


Purpose and Authority

The Nominating and Governance Committee (the "Committee") is established by the Board of Directors (the "Board") for the purposes of:

1. Identifying and recruiting individuals qualified to become Board members;

2. Recommending to the Board individuals to be selected as director nominees for the next annual meeting of stockholders; and

3. Reviewing and recommending to the Board changes in the corporate governance principles applicable to the corporation, including the Board of Directors Plan of Organization.

The Committee will report regularly to the Board regarding its execution of its duties and responsibilities.

The Committee shall have the 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, and to retain and terminate counsel and other consultants that it deems necessary to carry out its duties.

This Charter shall be reviewed and updated as necessary annually. The Committee shall also perform an annual evaluation of its performance relative to the purpose, duties and responsibilities described herein. The Committee may delegate any of its duties and responsibilities to subcommittees

Composition and Meetings

The Committee shall consist of at least three directors who are determined by the Board to be independent as that term is defined by the New York Stock Exchange.

The Board shall select Committee members at the first Board meeting following the annual meeting of stockholders. The Board, by majority vote, may remove a member of the Committee without cause at any duly noticed meeting of the Board.

The Committee shall meet at least three times annually, and additional times as necessary.

Duties and Responsibilities

The Committee shall:

1. Oversee the operation of the Board of Directors Plan Of Organization and the evaluation of the overall performance of the Board, its committees and management and make recommendations to the Board to make appropriate changes in its Plan of Organization and governance principles as necessary.

2. Establish criteria for membership on the Board.

3. Recommend annually to the Board the slate of Director candidates to be proposed for election to the Board. The Committee seeks candidates with diverse backgrounds and experiences who are expected to be able to contribute in a meaningful way to the Board's deliberations respecting the Company's business strategies, financial and operational performance and corporate governance practices.

4. Recommend to the Board criteria regarding the composition of the Board, total size and proportion of Management to Independent Directors.

5. Recommend to the Board criteria related to tenure as a Director, such as the retirement policy for Directors.

6. Oversee Director orientation and continuing education.

7. Make recommendations to the Board with respect to Director independence determinations.



8. Review, at least every two years, Board compensation and recommend to the Board any changes that seem appropriate.

9. Recommend to the Board the general criteria regarding the structure, function and composition of Board committees and, each year, specific Board assignments of individual Directors to these committees, including the selection of committee chairs.

10. Consider stockholder nominations for Board membership.

11. Nominate individuals for election to the Board between annual stockholders meetings.

12. Review and make recommendations regarding stockholders proposals related to governance.