corporate governance committee

November 17, 2005

 

Purpose:

To consider and recommend to the DTE Energy Company ("DTE") Board of Directors (the "Board") corporate governance guidelines; identify individuals qualified to become Board members; recommend to the Board nominees for the Board consistent with director qualification standards and policies approved by the Board; recommend nominees for each Committee; assist the Board in its annual review of the Board's performance; review compensation of the Board; and perform such additional functions as designated by the Board.

Duties:

The Committee will assist the Board of Directors in the following manner:

1.        Develop director qualification standards and set policies qualifying individuals to become Board members, subject to approval by the Board.

2.        Review the qualifications of all nominees presented by the shareholders in accordance with criteria recommended by the Committee and approved by the Board.

3.        Recommend to the Board the slate of Director nominees for election at the annual meeting of shareholders.

4.        Recommend to the Board the size and composition of the Board and its committees.

5.        Develop and recommend to the Board a set of corporate governance guidelines applicable to the Company and oversee the evaluation of the Board and management.

6.        Monitor the performance evaluation of each Board committee, receive comments from all directors and report annually to the Board with an assessment of the Board's performance, to be discussed with the Board.

7.        Consider, discuss and recommend ways to improve the Board's effectiveness.

8.        Review recommended compensation arrangements, director and officer indemnification and insurance for members of the Board.

9.        Review best practices in corporate governance and recommend Board policies and practices, as appropriate.

10.     Annually conduct a performance evaluation of itself and report results to the Board.

11.     Review other matters that may be delegated to the Committee by the Board.

12.     Make reports to the Board of Directors and keep the Board informed of matters that come before the Committee as the Committee believes necessary and appropriate. Advise the Board of any developments that the Committee believes should have Board consideration.

Authority:

1.        The Committee has the authority to perform the duties listed in this Charter, as it determines to be necessary and advisable from time to time in its business judgment.

2.        The Committee has the authority to retain independent outside professional advisors or experts as it deems advisable or necessary, including the sole authority to retain and terminate any such advisors or experts, to carry out its duties. The Committee shall have sole authority to approve related fees and retention terms.

Composition:

The Committee shall be composed of three or more directors who qualify as "independent" in accordance with NYSE listing standards. Committee members are appointed for one-year terms and can be re-appointed for additional terms.

Meetings:

The Committee shall meet as necessary, but no fewer than four times each year. The Committee shall keep minutes or other records of its meetings.