INTERNATIONAL FLAVORS & FRAGRANCES INC.
CHARTER OF THE NOMINATING AND GOVERNANCE COMMITTEE
OF THE BOARD OF DIRECTORS
(as amended January 25, 2005)



1. Purpose.

The Nominating and Governance Committee (the “Committee”) of the Board of Directors (the “Board”) of International Flavors & Fragrances Inc. (together with its subsidiaries, the “Company”) is responsible for (i) assisting the Board in determining the desired experience, mix of skills and other qualities to assure appropriate Board composition, taking into account the current Board members and the specific needs of the Company and the Board; (ii) identifying highly qualified individuals meeting those criteria to serve on the Board; (iii) recommending to the Board a slate of nominees for election by the shareholders at the Annual Meeting of Shareholders and recommending to the Board other prospective director candidates in the event of any vacancy on the Board or any increase in the size of the Board; (iv) reviewing candidates recommended by shareholders for election to the Board; (v) developing plans regarding the size and composition of the Board and its Committees; (vi) reviewing management succession plans; and (vii) monitoring and making recommendations to the Board with respect to corporate governance issues.

In performing its duties, the Committee maintains effective working relationships with the Board and the Company’s management.

2. Membership.

The Committee is comprised of at least three members, including a Chair, all of whom are “Independent Directors”, as defined in the Board’s Corporate Governance Guidelines, and are selected by and serve at the pleasure of the Board. The Board may designate one or more Directors as alternate members of the Committee, each of whom is an “Independent Director” as defined in the Board’s Corporate Governance Guidelines, and such alternate members may replace any absent or disqualified member or members at any meetings of the Committee. No person may be made a member or alternate member of the Committee if his or her service on the Committee would violate any restriction on service imposed by any rule, regulation or standard of the United States Securities and Exchange Commission (“SEC”), the New York Stock Exchange (“NYSE”), and, if applicable, any other exchange on which shares of the common stock of the Company are listed.

3. Meetings.

The Committee meets as necessary, but at least three times each year, to enable it to fulfill its responsibilities. The Committee may ask members of management or others whose advice and counsel are relevant to the issues then being considered by the Committee, to attend any meetings and to provide such pertinent information as the Committee may request. The Committee regularly reports its actions to the Board, and keeps written minutes of its meetings, and the minutes are recorded or filed with the books and records of the Company.

4. Committee Responsibilities.

The Committee has the following responsibilities:

Board Candidates and Nominees

a. To develop and periodically review criteria for the selection of new directors and nominees for vacancies on the Board;
b. To develop and periodically review policies and procedures regarding the submission of director nominations for consideration by the Committee;
c. To review with the Board the desired experience, mix of skills and other qualities to assure appropriate Board composition, taking into account the current Board members and the specific needs of the Company and the Board;
d. To identify and recommend to the Board qualified candidates for Board membership who bring the backgrounds, knowledge, experience, skill sets and expertise that would strengthen and increase the diversity of the Board consistent with the following minimum criteria:

(i) Judgment, character, expertise, skills and knowledge useful to the oversight of the Company's business;
(ii) Diversity of viewpoints, backgrounds, experiences and other demographics;
(iii) Business or other relevant experience; and
(iv) The extent to which the interplay of the candidate's expertise, skills, knowledge and experience with that of other Board members will build a Board that is effective, collegial and responsive to the needs of the Company and to the requirements and standards of the NYSE and the SEC.

e. To assess whether a candidate for the Board is independent in accordance with the Corporate Governance Guidelines of the Company and other relevant criteria.
f. To review the suitability for continued service as a Director of each Board member when he or she has a significant change in status, such as an employment change, and recommending whether or not the Director should be re-nominated;
g. To review and consider the compensation and benefits of Directors who are not employees of the Company and to recommend to the Compensation Committee any changes that the Committee deems appropriate;
h. To consider the recommendations of the Chief Executive Officer for the appointment of the other executive officers, including any replacements between annual appointment dates, and to recommend to the Board the appointment of the executive officers other than the Chief Executive Officer; and
i. To work with senior management to provide an orientation and education program for Directors.


Board and Committees

a. To review periodically the size of the Board and recommend to the Board changes as appropriate;
b. To establish and review policies pertaining to the roles, responsibilities, retirement age, tenure and removal of Directors;
c. To review periodically all Board Committees and recommend to the Board changes, as appropriate, in the number, responsibilities, membership and Chairs of the Committees; and
d. To recommend that the Board establish such special committees as may be necessary or appropriate to address ethical, legal or other matters that may arise.


Board and Chief Executive Officer Evaluation and Management Evaluation


a. To develop and review periodically a process for and conduct, an annual evaluation of the effectiveness of the Board as a whole;
b. To develop and review periodically a process for, coordinate the conduct of, and conduct, an annual evaluation of the effectiveness of this Committee, the Audit Committee and the Compensation Committee.
c. To develop and review periodically a process for an annual evaluation by the Board of the performance of the Chief Executive Officer and to have the Committee Chair review with the Chief Executive Officer, together with the Chair of the Compensation Committee, the results of the Board evaluation of the performance of the Chief Executive Officer;
d. To oversee the annual evaluation of the other executive officers and senior management conducted by the Compensation Committee; and
e. To review the Company’s management development program to help assure proper management succession planning.

Corporate Governance

a. To develop and recommend to the Board a set of Corporate Governance Guidelines for the Company.
b. To review the Board’s Corporate Governance Guidelines at least annually to assure that they reflect best practices and are appropriate for the Company, and to assist the Board in achieving such best practices.
c. To review periodically third party evaluations of Company corporate governance and consider appropriate actions in response to such evaluations.
d. To oversee Board responses to shareholder communications and proposals.


The Committee annually evaluates its performance to confirm that it is meeting its responsibilities under this Charter. In this review, the Committee considers, among other things, (a) the appropriateness of the scope and content of this Charter, (b) the appropriateness of matters presented for information and approval, (c) the sufficiency of time for consideration of agenda items, (d) frequency and length of meetings, and (e) the quality of written materials and presentations. The Committee reviews and assesses the adequacy of this Charter at least annually and recommends to the Board such changes to this Charter as the Committee deems appropriate.

5. Investigations and Studies.

The Committee may conduct or authorize investigations into or studies of matters within the Committee’s scope of responsibilities as described above. The Committee will have the authority, to the extent it deems necessary or appropriate, to retain search firms or other consultants or advisors to assist in the identification of individuals qualified to become Board members. The Committee shall have the sole authority to retain and terminate any such Director search firm or other consultants or advisors, including the sole authority to approve the fees and other retention terms. The Committee shall also have authority, to the extent it deems necessary or appropriate, to retain other consultants and advisors. The Company will provide for appropriate funding, as determined by the Committee, for payment of compensation to any search firm or other consultants or advisors retained by the Committee.

6. Delegation of Authority to Subcommittees.

The Committee shall have the authority to delegate any of its responsibilities to one or more Committee members or subcommittees of Committee members, as the Committee deems appropriate.