CORPORATE GOVERNANCE COMMITTEE CHARTER
(formerly Nominating Committee)
As adopted by the Deere & Company Board of Directors on
February 26, 1997 and amended on December 2, 1998 and December 3, 2003.
RESOLVED, that the Corporate Governance Committee Charter is as follows:
RESOLVED, that there be and hereby is created a committee of the Board of Directors (the "board") to be known as the Corporate Governance Committee ("committee"); that such committee shall consist of not fewer than three directors of the Company to be designated by the board, and such directors may also be removed and replaced by the board; that no member of the committee shall have served as an officer or employee of the Company; that all members of the committee shall meet the criteria for independence as established by applicable laws and regulations and by the New York Stock Exchange; that one member shall be selected by the board as chair of the committee; that a quorum shall exist when at least half the members of the committee are present; that in all actions of the committee the affirmative vote of at least two members shall be necessary; that regular meetings of the committee shall be held at least two times annually and additional meetings shall be held upon call of any two members or the chair of the committee; that the committee shall make regular reports to the board; and that meetings of the committee may be attended by such other persons as may be invited by the chair of the committee.
FURTHER RESOLVED, that the committee shall be responsible for developing and recommending policies and procedures relating to corporate governance, including the processes and procedures of the board, and shall be responsible for monitoring such policies, processes and procedures when established.
FURTHER RESOLVED, that the committee shall be responsible for identifying individuals meeting the board's criteria for new directors; recommending to the board, for its consideration, director nominees for election to fill vacancies on the board, or to be initially nominated by the board for election to the board at an annual meeting of shareholders. The committee shall also consider individuals recommended by security holders and by members of the board who do not serve on the committee. Candidates endorsed by the committee shall be submitted to the board for approval. The Chairman of the Board (the "Chairman") or his delegate may at any time ascertain the willingness of a proposed nominee to serve if elected. After endorsement by the committee and consent by the proposed nominee to serve if elected, the board may elect the individual to fill a vacancy on the board, or may nominate the individual for election at an annual meeting.
FURTHER RESOLVED, that prior to the annual meeting of stockholders each year, the committee shall recommend to the board, for its approval, the slate of individuals to be nominated in the proxy statement for election to the board.
FURTHER RESOLVED, that 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.
FURTHER RESOLVED, that the committee shall be permitted to form and delegate authority to subcommittees when it deems appropriate.
FURTHER RESOLVED, that the committee shall have continuing responsibility to ensure that the Chairman periodically reviews the Company's plans and alternatives regarding succession of senior management with the committee and with all other directors who do not at that time serve as officers or employees of the Company. The committee shall make an annual report to the board on succession planning. The committee shall recommend to the board emergency procedures for management succession to be put in place in the event of the unexpected disability of the Chairman.
FURTHER RESOLVED, that the committee shall also be responsible for furnishing recommendations to the board, at the request of the Chairman or the board, upon:
FURTHER RESOLVED, that the committee shall oversee
the evaluation of the management of the Company, including performance of the
Chief Executive Officer, and shall be responsible for conducting a review on an
annual basis of the performance and effectiveness of the board, including an
evaluation of this committee, and shall report to the board on the results
FURTHER RESOLVED, that the committee shall be responsible for oversight of the Company's Office of Corporate Compliance. The Office of Corporate Compliance shall report to the committee annually on its activities, and shall otherwise report to the committee as deemed appropriate by the Chief Compliance Officer or as requested by the committee.
FINALLY RESOLVED, that the foregoing are the primary responsibilities of the committee and are set forth only for its guidance. The committee may, from time to time, adopt procedures as it deems appropriate in carrying out its oversight functions and may perform such other functions as may be assigned to it by law or regulation, this Charter, the Company's Articles of Incorporation, or Bylaws, or by the Board of Directors.