2003 Governance Charter: DL

Current Charter
(October 2002)
corpsec\committee\govern\Govern Charter-1002.doc
The purposes of the Governance Committee (the "Committee") of the Board of Directors of
The Dial Corporation (the "Corporation") shall be to provide counsel to the full Board with
respect to:
A. Board organization, membership and functions, and the Corporate Governance
Guidelines of the Corporation; and
B. Committee structure and membership.
Authority and Responsibilities
The Committee shall have the following specific authority and responsibilities and such other
authority and responsibilities as from time to time may be prescribed by the Board of Directors:
A. Board Organization, Membership and Functions
1. Develop criteria for Director nominees.
2. Review and recommend Director candidates for the Board, consistent with the
criteria set forth in the Corporate Governance Guidelines of the Corporation
(including consumer goods experience, age, gender, area of expertise and
experience with "right-sized" organizations), and evaluate the suitability of
potential director nominees proposed by management or shareholders.
3. Recommend a class of Directors for election at the Annual Meeting of
4. Make recommendations to the Board regarding Director retirement age, tenure
and removal for cause.
5. Assess and monitor, with Board involvement, the performance of the Board.
6. Review continued appropriateness of Board membership of members who
retire or change their position held at the time of election.
The Dial Corporation
Charter Governance Committee
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7. Develop and, at least annually, review the Corporation's Corporate
Governance Guidelines adopted by the Board to assure that they are
appropriate for the Corporation and comply with the requirements of the New
York Stock Exchange ("NYSE") and to recommend any desirable changes to
the Board, and to monitor compliance therewith.
8. Consider other corporate governance issues that arise from time to time, and to
develop appropriate recommendations for the Board.
9. Promote an environment that fosters cultural diversity.
10. Approve independent search firms to advise the Committee, when appropriate,
including fees and other retention terms, such fees to be borne by the
B. Structure and Membership of Board Committees
1. Review at least annually all Charters of Board Committees and make
recommendations regarding the number, structure, membership and function of
such Committees.
2. To recommend that the Board establish such special committees as may be
desirable or necessary from time to time in order to address ethical, legal or
other matters that may arise. The Committee's power to make such
recommendations shall be without prejudice to the right of any other committee,
or any individual director, to make such a recommendation at any time.
Composition, Structure and Procedures
A. Membership
1. The Committee shall consist of not less than three Directors, all of whom shall
be "independent directors" ("Independent Directors") under the listing
standards of the NYSE.
B. Appointment and Removal
1. Members of the Committee shall be recommended by the Chairman of the
Board, submitted for nomination to the Governance Committee and elected
annually by the Board of Directors to one-year terms by majority vote of the
Board of Directors.
The Dial Corporation
Charter Governance Committee
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2. Vacancies on the Committee shall be filled by majority vote of the Board at the
next meeting of the Board following the occurrence of the vacancy.
3. A member of the Committee shall be removed only by majority vote of the
Independent Directors then in office.
C. Committee Structure and Operations
1. The chairperson of the Committee shall be designated by the Board, provided
that if the Board does not so designate a chairperson, the members of the
Committee, by a majority vote, may designate a chairperson.
2. The Committee shall meet at least twice annually or more frequently as
circumstances require. The chairperson of the Committee or a majority of the
Committee's members may call a special meeting of the Committee. A majority
of the members of the Committee present in person or by means of a
conference telephone or other communications equipment by means of which all
persons participating in the meeting can hear each other shall constitute a
3. The Committee may form subcommittees for any purpose that the Committee
deems appropriate and may delegate to such subcommittee such power and
authority as the Committee deems appropriate; provided, however, that no
subcommittee shall consist of fewer than two members; and, provided further
that the Committee shall not delegate to a subcommittee any power or authority
required by any law, regulation or listing standard to be exercised by the
Committee as a whole.
4. The Committee may request that any directors, officers or employees of the
Corporation, or other persons whose advice and counsel are sought by the
Committee, attend any meeting to provide such pertinent information as the
Committee requests.
D. Reporting to the Board
1. Following each of its meetings, the Committee shall deliver a report on the
meeting to the Board, including a description of all actions taken by the
Committee at the meeting. The Committee shall keep written minutes of its
meetings, which minutes shall be maintained with the books and records of the
The Dial Corporation
Charter Governance Committee
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E. Evaluation of the Committee
1. The Committee shall, on an annual basis, evaluate its performance under this
Charter. In conducting this review, the Committee shall evaluate whether this
Charter appropriately addresses the matters that are or should be within its
scope. The Committee shall address all matters that the Committee considers
relevant to its performance, including at least the following: the adequacy,
appropriateness and quality of the information and recommendations presented
by the Committee to the Board, the manner in which they were discussed or
debated, and whether the number and length of meetings were adequate for the
Committee to complete its work in a thorough and thoughtful manner.
2. The Committee shall deliver to the Board a report setting forth the results of its
evaluation, including any recommended amendments to this Charter and any
recommended changes to the Corporation's or the Board's policies or