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2004 Committee Charter : HIG
NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER
The Nominating and Corporate Governance Committee (the "Committee") of the Board of
Directors (the "Board") of The Hartford Financial Services Group, Inc. (the "Company") shall
make recommendations as to the organization, size and composition of the Board and the
committees thereof and consider the qualifications, compensation and retirement of Directors.
RESPONSIBILITIES AND AUTHORITY
The Committee shall:
1. Identify and recommend to the Board candidates the Committee believes are qualified
and suitable to become members of the Board consistent with criteria for selection of new
directors adopted from time to time by the Board, and recommend to the Board the
nominees to stand for election as directors at each annual meeting of shareholders. In the
case of a vacancy in the office of a director (including a vacancy created by an increase in
the size of the Board), the Committee shall recommend to the Board an individual to fill
such vacancy through appointment by a majority of the Company's directors. The
Committee shall have sole authority to select, retain and terminate any consulting or
search firms to be used to identify director candidates, including sole authority to approve
the search firm's fees and other retention terms. The Committee shall also have sole
authority to select, retain and terminate any consulting firms to be used to assist in the
evaluation of director compensation, including sole authority to approve the consulting
firm's fees and other retention terms. The Committee shall also have sole authority to
obtain such advice and assistance from outside legal or other advisors as the Committee
determines to be necessary or advisable in connection with the discharge of its duties and
responsibilities hereunder, including the sole authority to approve the legal or other
advisor's fees and other retention terms. Any legal or other advisor retained by the
Committee may, but need not, be otherwise engaged by the Company for any other
2. Make recommendations to the Board concerning the organization, size and composition
of the Board.
3. Make recommendations to the Board concerning the number, membership and
responsibilities of the committees of the Board. In recommending a member for
committee membership, the Committee shall take into consideration the criteria for
committee membership adopted by the Board from time to time, the factors set forth in
the charter of the committee, if any, as well as any other factors it deems appropriate,
including without limitation, the Company's corporate governance principles, the
compatibility of the member's experience with the goals of the committee and the
interplay of the member's experience with the experience of the other committee
members. In connection with its review of the responsibilities of the committees of the
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Board, the Committee shall periodically review the charter of each committee and make
recommendations, in cooperation with the applicable committee, to the Board regarding
any potential changes to the charter.
4. Make recommendations to the Board concerning any proposed changes in the policies
relating to service as a member of the Board, including the retirement policy of the Board
or any other qualifications of directors.
5. Make recommendations to the Board concerning the compensation of directors, including
retainer fees, committee fees, and any other form of compensation, provided that the
Compensation and Personnel Committee shall be responsible for administration of the
Restricted Stock Plan for Non-Employee Directors and The Hartford Incentive Stock
6. Consider and make recommendations concerning Board governance matters.
7. Develop and recommend to the Board a set of corporate governance guidelines and make
recommendations to the Board concerning the management and periodic review of the
corporate governance guidelines adopted by the Board.
8. Make recommendations to the Board concerning the establishment, management and
periodic review of processes that assess the performance of the Board, its committees and
management. The Committee shall oversee the processes established by the Board.
9. Conduct an annual evaluation of the performance of the Committee.
10. Exercise such other powers and perform such other duties and responsibilities as are
incidental to the purposes, duties and responsibilities specified herein and as may from
time to time be delegated to the Committee by the Board.
The Committee shall be composed of three or more Directors, each of whom must be
independent (as determined by the Board in accordance with the requirements of the New York
Stock Exchange and applicable law). Committee members shall also meet such other criteria as
are adopted from time to time by the Board. The members of the Committee shall be appointed
by the Board annually on the recommendation of the Committee, or as required upon the
resignation, death, incapacity or removal of a member of the Committee. Committee members
may be replaced by the Board at any time. The Committee shall have a chairman who is elected
by the Board annually or upon the resignation, death, incapacity or removal of the current
chairman. The position of Committee chairman shall rotate at least every three years among the
members of the Committee at the time of such rotation.
The Committee shall meet as often as it determines, but at least two times a year. The agenda of
each meeting will generally be prepared by the General Counsel (with input from the Committee
chairman and other members, as well as the CEO) and circulated to each Committee member
prior to the meeting date. The Committee may request any officer or employee of the Company
or the Company's outside counsel or independent auditor to attend a meeting of the Committee
or to meet with any members of, or consultants to, the Committee.
One-third of the members of the Committee, but not less than two, will constitute a quorum. The
act of a majority of the members present at any meeting at which a quorum is present shall be the
act of the Committee. The Committee will meet at the call of its chairman or any two of its
members. The chairman will preside, when present, at all meetings of the Committee. The
Committee shall keep a record of its meetings and report on them to the Board.
Members of the Committee may participate in a meeting of the Committee by conference call or
similar communications arrangements that enable all persons participating in the meeting to hear
each other. The Committee may also take action by subcommittee and written consent.