Governance Charter

Committee Members:
Constance J. Horner, Chair; Theodore E. Martin, Orin R. Smith, Tony L. White

Committee Charter:
The Corporate Governance and Nominating Committee, which will consist of non-employee directors, is responsible for considering and making recommendations to the Board of Directors concerning corporate governance matters by:

In furtherance of such purposes the Committee shall:

  1. Consider and review the Company's corporate governance principles and make recommendations to the Board for changes which the Committee deems appropriate.
  2. Consider and recommend the size, functions and needs of the Board in order to ensure that the Board has the requisite expertise and that its membership consists of individuals with sufficiently diverse and independent backgrounds.
  3. Review and recommend candidates to fill new positions or vacancies on the Board consistent with the criteria set forth in the Company's corporate governance principles and such other criteria which the Committee deems appropriate.? The Committee shall conduct all necessary and appropriate inquiries into the backgrounds and qualifications of possible candidates.? In that connection, the Committee shall have the 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 the sole authority to approve the fees payable to such search firm and any other terms of retention.
  4. Review Board candidates and other proposals recommended by shareholders.
  5. Propose director nominees for election or reelection for recommendation by the Board to the shareholders.
  6. Consider questions of independence and possible conflicts of interest of members of the Board, as well as executive officers.
  7. Review and recommend chairs and members of Board committees, giving consideration to the requirements of the committee charters, the Company's corporate governance guidelines and such other factors which the Committee deems appropriate.
  8. Review and make recommendations on the conduct of Board, committee and shareholder meetings.
  9. Review and recommend non-employee director compensation and benefits.
  10. Recommend director retirement policies.
  11. Nominate individuals for election by the Board as corporate officers.

  12. Oversee the evaluation of the performance of the Board of Directors, Board committees and management.
  13. Conduct an annual evaluation of the performance of the Committee.
  14. Report to the Board all significant issues discussed and make recommendations to be acted upon by the Board.
  15. Perform any other activities consistent with this Charter, the Company's Bye-Laws and governing law, as the Committee or the Board deems necessary or appropriate.