Constance J. Horner, Chair; Theodore E. Martin, Orin R.
Smith, Tony L. White
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
- Identifying individuals
qualified to become directors and? recommending
that the?Board of Directors?select
the candidates for all directorships to be filled by the Board of
Directors or by the shareholders.
- Developing and recommending
to the Board of Directors a set of corporate governance principles
applicable to the Company.
- Otherwise taking a leadership
role in shaping the corporate governance of the Company.
In furtherance of such purposes the Committee shall:
- Consider and review the
Company's corporate governance principles and make recommendations to the
Board for changes which the Committee deems appropriate.
- 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.
- 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.
- Review Board candidates and
other proposals recommended by shareholders.
- Propose director nominees for
election or reelection for recommendation by the Board to the
- Consider questions of
independence and possible conflicts of interest of members of the Board,
as well as executive officers.
- 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.
- Review and make
recommendations on the conduct of Board, committee and shareholder
- Review and recommend
non-employee director compensation and benefits.
- Recommend director retirement
- Nominate individuals for
election by the Board as corporate officers.
- Oversee the evaluation of the
performance of the Board of Directors, Board committees and management.
- Conduct an annual evaluation
of the performance of the Committee.
- Report to the Board all
significant issues discussed and make recommendations to be acted upon by
- 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.