I. Purpose of the Corporate Governance and Public Issues Committee
2003 Governance Charter: DPH
The Corporate Governance and Public Issues Committee shall assist the company's Board of Directors (the "Board") in matters relating to service on the Board, including size, composition and the identification of individuals qualified to become board members.
The Committee is also responsible for recommending to the Board appropriate corporate governance guidelines applicable to the company ("Corporate Governance Guidelines") and a code of business conduct and ethics ("Code of Business Conduct and Ethics") as required by the listing requirements of the New York Stock Exchange. The Committee shall advise the Board with respect to the company's policies and procedures regarding compliance with applicable laws and regulations and with the company's Corporate Governance Guidelines and Code of Business Conduct and Ethics.
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II. Membership on the Corporate Governance and Public Issues Committee
The Committee shall consist of at least two directors appointed by the Board. Each Committee member must meet the then applicable independence requirements, and must have such additional qualifications and experience, if any, as may from time to time be required by the New York Stock Exchange, or the Securities Exchange Act of 1934 and any other applicable rules and standards of the Securities and Exchange Commission (the "Applicable Rules and Standards").
Committee members may be removed by the Board at any time.
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III. Scope of the Committee's Duties and Responsibilities
From time to time, as vacancies on the Board or any Board committee occur, the Committee shall actively seek qualified individuals and recommend their nomination to the Board. The Committee shall evaluate potential candidates for nomination against the director qualification standards set forth in the company's Corporate Governance Guidelines and against the independence and other requirements set forth in the Applicable Rules and Standards and with due consideration of the skills and experience of the continuing members of the Board and each Board committee in the context of the needs of the Board. The Committee will review stockholder suggestions for nominees submitted in accordance with the procedures governing submission of stockholder proposals specified in the company's bylaws. The Committee shall also recommend to the Board director-nominees for each Board committee and to serve as the Lead Independent Director.