2003 Committee Charter : F

Charter of the Nominating and Governance Committee
of the Board of Directors
I. Purpose
The Nominating and Governance Committee shall provide assistance to the Board of Directors in
fulfilling its responsibility to the shareholders by:
  • Identifying individuals qualified to become directors and recommending to the Board for
    selection the candidates for all directorships to be filled by the Board or by the shareholders;
  • Developing and recommending to the Board a set of corporate governance principles
    applicable to the Company; and
  • Evaluating, monitoring and making recommendations to the Board with respect to the
    corporate governance policies and procedures of the Company.
    II. Structure and Operations
    Composition and Qualifications
    The Nominating and Governance Committee shall be comprised of two or more members of the
    Board, each of whom is determined by the Board to be "independent" in accordance with the rules
    of the New York Stock Exchange and any other applicable legal or regulatory requirement.
    Appointment and Removal
    The members of the Nominating and Governance Committee shall be designated by the Board
    annually and shall serve until such member's successor is duly designated or until such member's
    earlier resignation or removal. Any member of the Nominating and Governance Committee may be
    removed from the Committee, with or without cause, by a majority vote of the Board.
    Unless a Chair is designated by the Board, the members of the Nominating and Governance
    Committee shall designate a Chair by majority vote of the full Nominating and Governance
    Committee membership. The Chair will chair all regular sessions of the Nominating and
    Governance Committee and set the agendas for Nominating and Governance Committee meetings.
    Delegation to Subcommittees
    In fulfilling its responsibilities, the Nominating and Governance Committee shall be entitled to
    delegate any or all of its responsibilities to a subcommittee of the Nominating and Governance
    Committee and, to the extent not expressly reserved to the Nominating and Governance Committee
    by the Board or by applicable law, rule or regulation, to any other committee of directors of the
    Company appointed by it, which may or may not be composed of members of the Nominating and
    Governance Committee.
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    III. Meetings
    The Nominating and Governance Committee shall ordinarily meet at least four times annually, or
    more frequently as circumstances dictate. Any member of the Nominating and Governance
    Committee may call meetings of the Nominating and Governance Committee.
    Any director of the Company who is not a member of the Nominating and Governance Committee
    may attend meetings of the Nominating and Governance Committee; provided, however, that any
    director who is not a member of the Nominating and Governance Commit tee may not vote on any
    matter coming before the Nominating and Governance Committee for a vote. The Nominating and
    Governance Committee also may invite to its meetings any member of management of the Company
    and such other persons as it deems appropriate in order to carry out its responsibilities. The
    Nominating and Governance Committee may meet in executive session, as the Nominating and
    Governance Committee deems necessary or appropriate.
    IV. Responsibilities and Duties
    The following functions shall be the common recurring activities of the Nominating and Governance
    Committee in carrying out its purpose set forth in Section I of this Charter. These functions should
    serve as a guide with the understanding that the Nominating and Governance Committee may carry
    out additional functions and adopt additional policies and procedures as may be appropriate in light
    of changing business, legislative, regulatory, legal or other conditions. The Nominating and
    Governance Committee shall also carry out any other responsibilities and duties delegated to it by
    the Board from time to time related to the purpose of the Nominating and Governance Committee
    outlined in Section I of this Charter.
    The Nominating and Governance Committee, in discharging its oversight role, is empowered to
    study or investigate any matter of interest or concern within the purpose of the Nominating and
    Governance Committee that the Nominating and Governance Committee deems appropriate or
    necessary and shall have the sole authority to retain and terminate outside counsel or other experts
    for this purpose, including the authority to approve the fees payable to such counsel or experts and
    any other terms of retention.
    To fulfill its responsibilities and duties, the Nominating and Governance Committee shall:
    Board Composition, Evaluation and Compensation
    (1) Establish criteria for the selection of new directors to serve on the Board.
    (2) Identify individuals believed to be qualified as candidates to serve on the Board and
    recommend that the Board select the candidates for all directorships to be filled by the
    Board or by the shareholders at an annual or special meeting. In identifying candidates
    for membership on the Board, the Nominating and Governance Committee shall take into
    account all factors it considers appropriate, which may include strength of character,
    mature judgment, career specialization, relevant technical skills, diversity and the extent
    to which the candidate would fill a present need on the Board. In addition, the
    Nominating and Governance Committee shall review and make recommendations to the
    Board whether members of the Board should stand for re-election. It shall consider
    matters relating to the retirement of Board members.
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    (3) Conduct all necessary and appropriate inquiries into the backgrounds and qualifications
    of possible candidates as directors. In that connection, the Nominating and Governance
    Committee shall have sole authority to retain and to terminate any search firm to be used
    to assist it in identifying candidates to serve as directors of the Company, including sole
    authority to approve the fees payable to such search firm and any other terms of retention.
    (4) Review and make recommendations, as the Nominating and Governance Committee
    deems appropriate, regarding the composition and size of the Board in order to ensure the
    Board has the requisite expertise and its membership consists of persons with sufficiently
    diverse and independent backgrounds.
    (5) Recommend to the Board compensation for non-employee directors. In discharging this
    duty, the Nominating and Governance Committee shall be guided by the following: (i)
    compensation should be competitive and fairly compensate directors for the time and
    effort required of Board and Committee members in a company of Ford's considerable
    size and scope; (ii) compensation should align directors' interests with the long-term
    interests of shareholders; and (iii) the structure of the compensation should be simple,
    transparent and easy for shareholders to understand. Each year, the Nominating and
    Governance Committee shall review non-employee director compensation.
    (6) At least annually, and as circumstances otherwise dictate, oversee evaluation of the Board
    of Directors.
    Committee Selection and Composition
    (7) Recommend members of the Board to serve on the committees of the Board, giving
    consideration to the criteria for service on each committee as set forth in the charter for
    such committee, as well as to any factors the Nominating and Governance Committee
    deems relevant, and where appropriate, make recommendations regarding the removal of
    any member of any committee.
    Corporate Governance
    (8) Periodically review the charter and composition of each committee of the Board and
    make recommendations to the Board for the adoption of or revisions to the committee
    charters, the creation of additional committees or the elimination of Board committees.
    (9) Consider the adequacy of the By-Laws and Certificate of Incorporation of the Company
    and recommend to the Board, as conditions dictate, that it adopt amendments to the By-
    Laws and that it propose amendments to the Certificate of Incorporation for consideration
    by the shareholders.
    (10) Develop and recommend to the Board a set of corporate governance principles and
    guidelines and keep abreast of developments with regard to corporate governance to
    enable the Nominating and Governance Committee to make recommendations to the
    Board in light of such developments as may be appropriate.
    (11) Review management's monitoring of compliance with the Company's Standards of
    Corporate Conduct.
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    (12) Consider policies relating to meetings of the Board. This may include meeting schedules
    and locations, meeting agendas and procedures for delivery of materials in advance of
    meetings.
    Reports
    (13) Report regularly to the Board (i) following meetings of the Nominating and Governance
    Committee, (ii) with respect to such other matters as are relevant to the Nominating and
    Governance Committee's discharge of its responsibilities and (iii) with respect to such
    recommendations as the Nominating and Governance Committee may deem appropriate.
    The report to the Board may take the form of an oral report by the Chair or any other
    member of the Nominating and Governance Committee designated by the Nominating
    and Governance Committee to make such report.
    (14) Maintain minutes and other records of meetings and activities of the Nominating and
    Governance Committee, as appropriate under Delaware law.
    V. Annual Performance Evaluation
    The Nominating and Governance Committee shall perform a review and evaluation, at least
    annually, of the performance of the Nominating and Governance Committee and its members,
    including a review of adherence of the Nominating and Governance Committee to this Charter. In
    addition, the Nominating and Governance Committee shall review and reassess, at least annually,
    the adequacy of this Charter and recommend to the Board any improvements to this Charter that the
    Nominating and Governance Committee considers necessary or appropriate. The Nominating and
    Governance Committee shall conduct such evaluation and reviews in such manner as it deems
    appropriate.