I. Purpose and Organization
The purpose of the Corporate Governance Committee of the Board of Directors of First Data Corporation is to (i) identify and recommend to the Board nominees for election as directors at each annual meeting of shareholders and to fill vacancies on the Board, (ii) develop and recommend to the Board corporate governance principles applicable to the Company, and (iii) establish evaluation procedures for the Board and its committees that conduct self-evaluations.
The Committee shall consist of two or more members of the Board who have no material relationship with the Company and are otherwise independent under the rules of the New York Stock Exchange. Members and the Chairperson of the Committee shall be appointed by the Board for such term as the Board may determine, and shall serve at the pleasure of the Board.
In order to discharge its responsibilities, the Committee shall each year establish a schedule of meetings; additional meetings may be scheduled as required.
A quorum at any Committee meeting shall be at least two members. All determinations of the Committee shall be made by a majority of its members present at a meeting duly called and held, except as provided herein (or where only two members are present, by unanimous vote). Any decision or determination of the Committee reduced to writing and signed by all of the members of the Committee shall be fully as effective as if it had been made at a meeting duly called and held.
The Chairperson of the Committee shall be responsible for establishing the agendas for meetings of the Committee. An agenda, together with materials relating to the subject matter of each meeting, shall be sent to members of the Committee prior to each meeting. Minutes for all meetings of the Committee shall be prepared to document the Committee's discharge of its responsibilities. The minutes shall be circulated in draft form to all Committee members to ensure an accurate final record, shall be approved at a subsequent meeting of the Committee and shall be distributed periodically to the full Board of Directors. The Committee shall make regular reports to the Board of Directors.
II. Committee Duties and Responsibilities
The Committee shall have the following duties and responsibilities.
1. Establish criteria for selecting new Directors, which shall reflect at a minimum any requirements of applicable law or listing standards, as well as a candidate's strength of character, judgment, business experience, specific areas of expertise, factors relating to the composition of the Board (including its size and structure) and principles of diversity.
2. Consider (in consultation with the Chairman of the Board and the Chief Executive Officer) and recruit candidates to fill positions on the Board of Directors, including as a result of the removal, resignation or retirement of any Director, an increase in the size of the Board of Directors or otherwise. The Committee shall also review any candidate recommended by the shareholders of the Company in light of the Committee's criteria for selection of new Directors. As part of this responsibility, the Committee shall be responsible for conducting, subject to applicable law, any and all inquiries into the background and qualifications of any candidate for the Board of Directors and such candidate's compliance with the independence and other qualification requirements established by the Committee.
3. In connection with its annual recommendation of a slate of nominees, the Committee shall assess the contributions of those Directors selected for re-election, and shall at that time review its criteria for Board candidates in the context of the Board evaluation process and other perceived needs of the Board. Final approval of any candidate shall be determined by the full Board of Directors.
4. Recommend the Director nominees for approval by the Board of Directors and the shareholders.
5. Establish and recommend to the Board of Directors guidelines for the removal of members of the Board of Directors.
6. Review the desirability of term limits and mandatory retirement policies for Directors and recommend to the Board of Directors policies in this regard from time to time.
7. Recommend to the Board of Directors corporate governance guidelines addressing, among other matters, the size, composition and responsibilities of the Board of Directors and its Committees, including its oversight of management and consultations with management. The corporate governance guidelines shall be reviewed not less frequently than annually by Committee, and the Committee shall make recommendations to the Board of Directors with respect to changes to the guidelines.
8. Advise the Board of Directors with respect to the charters, structure and operations of the various Committees of the Board of Directors and qualifications for membership thereon, including policies for removal of members and rotation of members among other committees of the Board of Directors. The Committee shall also make recommendations to the Board of Directors regarding which Directors should serve on the various committees of the Board.
9. Establish and implement self-evaluation procedures for the Board and its committees.
10. Review periodically with the Chairman of the Board and the Chief Executive Officer the succession plans relating to positions held by senior executive officers of the Company and make recommendations to the Board of Directors with respect to the selection of individuals to occupy these positions.
11. Review and advise the Board of Directors regarding proposals submitted by the shareholders of the Company for inclusion in the Company's proxy statement.
III. Resources and Authority
The Committee shall have all resources and authority appropriate to discharge its duties and responsibilities, including the authority to select, retain, terminate, and approve the fees and other retention terms of special counsel or other experts or consultants, as it deems appropriate, without seeking approval of the Board or management. With respect to consultants or search firms used to identify director candidates, this authority shall be vested solely in the Committee.