The Governance & Nominating Committee is appointed by the Board of Directors of FPL Group, Inc. (the “Board”). A primary purpose of the Committee is to take a leadership role in shaping corporate governance policies and practices including recommending to the Board the Corporate Governance Principles & Guidelines applicable to FPL Group and its subsidiaries (the “Company”) and monitoring Company compliance with said Principles & Guidelines.
Another primary purpose of the Committee is to take responsibility for identifying individuals qualified to become Board members and to recommend to the Board the director nominees for the next annual meeting of shareholders.
The Committee shall consist of no fewer than three directors. The members of the Committee shall meet the independence requirements for members of a nominating/corporate governance committee of Section 303A of the New York Stock Exchange Listed Company Manual and of any applicable laws and regulations.
The members of the Committee shall be appointed at least annually, generally at the first meeting of the Board following the annual meeting of shareholders. Additional or alternate members may be appointed and any member may be removed by the Board at any time at the pleasure of the Board.
One member of the Committee shall be designated by the Board as Chair and shall preside over meetings of the Committee and report to the Board.
The Committee shall meet at least three times per year and, in addition, as often as its members deem necessary to perform the Committee’s responsibilities. The Committee shall report its activities to the Board on a regular basis, generally at the next succeeding meeting of the Board following a meeting of the Committee.
1. Develop and recommend to the Board a set of Corporate Governance
Principles & Guidelines applicable to the Company. Periodically review the
Principles & Guidelines and recommend any proposed changes to the Board.
2. Review and assess the adequacy of the Company’s Code of Business Conduct and Ethics, its Code of Ethics for Senior Executive and Financial Officers and other internal governance policies and recommend any proposed changes to the Board.
3. Monitor and oversee that the Company’s Corporate Governance Principles & Guidelines, Code of Business Conduct and Ethics, Code of Ethics for Senior Executive and Financial Officers and other internal governance policies are being complied with and incorporated into the Company’s culture and business practice.
4. Appoint and delegate responsibilities to subcommittees of the Committee, having at least two members, as the Committee deems necessary or appropriate.
5. Perform any other activities as the Committee deems appropriate, or as are requested by the Board, consistent with this Charter, the Company’s Bylaws and applicable laws and regulations.
B. Board of Directors
1. Review the appropriateness of the size of the Board relative to its
various responsibilities. Review the overall composition of the Board, taking into
consideration such factors as business experience and specific areas of
expertise of each Board member and make recommendations to the Board as the
Committee deems necessary or appropriate.
2. In consultation with the Chairman and the Chief Executive Officer, review the Board committees’ structure, charters, functions, responsibilities and membership (including rotation of committee members and chairs) and recommend to the Board changes as the Committee deems necessary or appropriate.
3. Develop criteria, for approval by the Board, to identify individuals qualified to become Board members, which criteria should, at a minimum, include the following:
a. The characteristics described in the Corporate Governance Principles
& Guidelines (e.g, demonstrated character and integrity; an inquiring mind;
experience at a strategy and/or policy setting level or high-level managerial
experience in a relatively complex business, government or other organization,
or other similar and relevant experience in dealing with complex problems; an
ability to work effectively with others; sufficient time to devote to the
affairs of the Company; and an ability to represent the balanced best interests
of the Company’s shareholders as a whole, rather than special constituencies;
b. Whether the individual assists in achieving a mix of Directors that represents a diversity of background and experience, including age, gender, race, and specialized experience;
c. Whether the individual is subject to a disqualifying factor as described in the Corporate Governance Principles & Guidelines (e.g., certain relationships with significant competitors, customers, suppliers, contractors, counselors, or consultants; and service as an executive officer of a company where an employee-Director of the Company serves as a member of the other company’s board);
d. Whether an individual is nearing or has reached retirement age as described in the Corporate Governance Principles & Guidelines;
e. The individual’s independence as described in applicable listing standards, legislation, regulations and any other guidelines;
f. Whether the individual would be considered an “audit committee financial expert” or “financially literate” as described in applicable listing standards, legislation, regulations or Audit Committee guidelines;
g. The extent of the individual’s business experience, technical expertise, or specialized skills or experience;
h. Whether the individual, by virtue of particular experience relevant to the Company’s current or future business, will add specific value as a Board member; and
i. Any factors related to the ability and willingness of an individual to serve, or continue to serve as a director.
4. In consultation with the Chairman and the Chief Executive Officer,
identify individuals qualified to become Board members.
5. Consider unsolicited nominations for Board membership in accordance with criteria approved by the Board and guidelines and procedures developed by the Committee.
6. Recommend to the Board a slate of nominees for election to the Board at the annual meeting of shareholders or, if applicable, any special meetings of shareholders.
7. As the need arises to fill vacancies, actively seek, in consultation with the Chairman and the Chief Executive Officer, individuals qualified to become Board members for recommendation to the Board.
8. Review the appropriateness of continued Board membership of directors whose principal occupation or business association changes substantially (including retirement) from that he or she held when initially elected to the Board.
1. Review and evaluate proposals submitted by shareholders for a vote of
shareholders, and recommend to the Board whether to support or oppose such
2. Develop and recommend to the Board a process for shareholder communication with the Board. Periodically review such process and recommend any proposed changes to the Board.
3. Oversee the non-management directors’ evaluation of the Chief Executive Officer’s performance.
4. Oversee the Board’s evaluation of itself and its members and of management.
5. Oversee the Board Committees’ self-evaluations.
6. Oversee the Board’s annual evaluation of directors’ independence.
7. Review adherence by directors to corporate guidelines regarding transactions with the Company.
8. Monitor the orientation and continuing education programs for directors.
9. Review proposed outside board memberships of senior management of the Company.
The Committee shall have the sole authority, to the extent it deems necessary or appropriate, to retain and terminate any search firm to be used to identify director candidates, and to retain and terminate legal counsel and other experts and advisors for such purposes as the Committee, in its sole discretion, determines to be necessary or advisable to carry out its responsibilities. The Committee shall have sole authority to approve such firms’ fees and other retention terms.
At least annually the Committee will conduct an evaluation of its performance, periodically assess the adequacy of its charter, and report its findings and recommendations, if any, to the Board.
The Committee shall designate an administrative secretary who shall not be a member of the Committee. The administrative secretary shall keep minutes of the meetings of the Committee and perform such other functions as are designated by the Committee.