Governance Committee Charter
Cytec Industries Inc.

Adopted by resolution of
the Board of Directors
January 21, 2003

Committee's Purpose

The Committee's first purpose is to take a leadership role in shaping the corporate governance of Cytec Industries Inc. and to recommend to the Board of Directors principles of corporate governance.

The Committee's second purpose is to recommend to the Board of Directors nominees for election as directors and the structure and membership of Committees of the Board.

Composition of Committee

The Committee will be comprised of a minimum of three directors as elected by the Board, including the Chair. Membership on the Committee will be limited to directors who have no relationship to the Company that, in the opinion of the Board, may interfere with the exercise of his or her independence from management and the Company and who are independent within the meaning of applicable New York Stock Exchange and Securities and Exchange Commission rules as from time to time in effect.


The Committee shall meet at least two times annually, or more frequently as circumstances dictate. Meetings of the Committee may be called by the Chairman of the Committee or the Chairman of the Board of Directors. The Committee shall establish its own agenda and shall maintain minutes of its meetings. The Chairman of the Committee, or his designate, shall regularly report to the Board of Directors on the Committee's activities.

Duties and Responsibilities

To fulfill its duties and responsibilities, the Committee shall:

  • develop and recommend to the Board a set of corporate governance principles applicable to the Corporation and the Board of Directors, and review and recommend any changes to such principles at least annually thereafter
  • have oversight responsibilities for evaluating the functioning of the Board
  • oversee and review the Corporation's processes for providing information to the Board
  • identify individuals qualified to become board members
  • recommend to the Board of Directors the selection of new members of the Board and the slate of directors to be nominated by or on behalf of the Board for election by stockholders
  • consider nominations to the Board made by stockholders and establish guidelines as to the information required in connection with any such nomination
  • recommend to the Board criteria as to qualifications and tenure of directors and, when appropriate, recommend to the Board the removal of a director
  • recommend to the Board committee structure and operations, committee member qualifications, and committee member appointment and removal
  • conduct an annual self-evaluation of the Committee's performance

Members of the Committee may periodically attend meetings of other committees of the Board.

Additionally, the Committee shall have 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.

The Governance Committee's duties shall not extend to making recommendations regarding any director elected solely by holders of preferred stock or any class or series of preferred stock. Additionally, the Committee's recommended criteria as to the qualifications and tenure of directors shall not apply to any director elected solely by holders of preferred stock or any class or series of preferred stock.

  2003 Cytec Industries Inc. All Rights Reserved.