2003 Committee Charter : ETR
CORPORATE GOVERNANCE COMMITTEE CHARTER
The purpose of the Committee is to a) provide oversight on the broad range of issues surrounding the
composition and operation of the Board of Directors, including identifying individuals qualified to become Board
members, recommending to the Board director nominees to be elected at the annual meeting of shareholders and
recommending to the Board a set of corporate governance principles applicable to the Corporation, and b) advise
management regarding governmental, regulatory and public relations matters.
Size. The size of the Committee shall be determined by the Board, but it must always have at least three
Qualifications. Each Committee member must satisfy the applicable independence requirements set forth
in the rules of the New York Stock Exchange.
Appointment and Removal. The Board selects Committee members, including the Committee's Chair,
based on recommendations of the Corporate Governance Committee. Each Committee member will serve at the
pleasure of the Board for such term as the Board may decide or until such Committee member is no longer a Board
Duties and Responsibilities
The duties and responsibilities of the Committee shall include the following:
1. To review annually with the Board the size and composition of the Board as a whole and to
recommend, if necessary, measures to be taken so that the Board reflects the appropriate balance
of knowledge, experience, skills, independence, characteristics, expertise and diversity appropriate
for the Board.
2. To review, determine and report at least annually that the Board and each of its committees meet
the requirements for independence, expertise or otherwise imposed by the SEC, the NYSE or any
other body with authority over the Board and its composition.
3. To review and recommend to the Board the nominees to be proposed for election as Directors.
4. To recommend annually to the Board proposed committee membership and committee chairs.
5. To make recommendations on the frequency, content and structure of Board meetings.
6. To review and recommend to the Board a Code of Conduct applicable to the Company's directors.
7. To make recommendations concerning any other aspect of the procedures of the Board or matters
pertaining to the Board that the Committee considers warranted, including but not limited to
procedures with respect to the unusual circumstance of any waiver by the Board concerning the
Code of Conduct applicable to the Company's directors or executive officers or to the waiver of
any other Company corporate governance rule, guideline, procedure or principle.
8. To review periodically the Corporate Governance Guidelines adopted by the Board to assure that
they are appropriate for the Company and comply with the requirements of the NYSE, and to
recommend any desirable changes to the Board.
9. To review current developments in the corporate governance area and to make recommendations
10. To make recommendations to the Board concerning the Board's duty to conduct an annual selfevaluation.
11. To periodically review and recommend to the Board compensation to be paid to non-employee
12. To specify the desired components of director orientation and to oversee and make periodic
recommendations concerning director continuing education programs.
13. To review annually with the Board whether the roles of Chairman of the Board and CEO should
be separate or combined.
14. To review any substantial charitable contributions by the Company or its affiliates to any
organization with which a director is affiliated.
15. To meet with any director who does not attend at least 75% of the aggregate number of meetings
of the Board or committees on which the director serves and, if the situation cannot be resolved, to
take any action that the Committee deems appropriate, including a recommendation to the full
board not to renominate that director for election.
16. To review and to counsel management concerning governmental, regulatory and public relations
17. To review and to counsel management concerning public policy issues and concerning equal
opportunity in all corporate relationships.
18. To perform an annual performance evaluation of the committee.
The Committee will meet as frequently as necessary to carry out its responsibilities under this Charter.
The Committee Chair will, in consultation with the other members of the Committee and appropriate officers of
the Company, establish the agenda for each Committee meeting. Any Committee member may suggest items to be
included on the agenda. Committee members may also raise subjects that are not on the agenda at any meeting.
The Committee Chair or a majority of the Committee members may call a meeting of the Committee at any time.
A majority of the number of Committee members selected by the Board will constitute a quorum for conducting
business at a meeting of the Committee. The act of a majority of Committee members present at a Committee
meeting at which a quorum is in attendance will be the act of the Committee, unless a greater number is required
by law or by the Company's certificate of incorporation or its bylaws. The Committee Chair will supervise the
conduct of the meetings and will have other responsibilities as the Committee may specify from time to time.
The Committee may request any officer or other employee of the Company, or any representative of the
Company's legal counsel or other advisors, to attend a meeting or to meet with any members or representatives of
the Committee. Any Committee member may be excused from a meeting to permit the remaining members of the
Committee to act on any matter in which such member's participation is not appropriate, and such member's
absence shall not destroy the quorum for the meeting.
The Committee may, in its discretion, delegate all or a portion of its duties and responsibilities to a
subcommittee or, to the extent permitted by applicable law, to any other body or individual.
Resources and Authority
The Committee shall have appropriate resources and sole authority to discharge its responsibilities,
including, without limitation, appropriate funding, in such amounts as the Committee deems necessary, to
compensate any consultants or any other advisors retained by the Committee. The Committee may also retain
independent counsel and other independent advisors to assist it in carrying out its responsibilities. The Committee
may also direct management to assist the Committee in any of its duties.
At least annually, the Committee will (a) review this Charter with the Board and recommend any changes
to the Board and (b) evaluate its own performance against the requirements of this Charter and report the results of
this evaluation to the Board. The evaluation will include establishment of the goals and objectives of the
Committee for the upcoming year. The Committee will conduct its review and evaluation in such manner as it
Consistent with New York Stock Exchange listing requirements, this Charter will be included on the
Company's website and will be made available in print upon a request sent to the Company's Secretary. The
Company's annual report to stockholders will state that this Charter is available on the Company's website and will
be available in print upon a request sent to the Company's Secretary.
March 17, 2003