2003 Governance Charter: ITT


Nominating and Governance Committee Charter



I. Purpose

1. The purpose of the Nominating and Governance Committee is to ensure that the Board of Directors is appropriately constituted to meet its fiduciary obligations to the shareholders and the Company. To accomplish this purpose, the Nominating and Governance Committee develops and implements policies and processes regarding corporate governance matters, assesses Board membership needs and makes recommendations regarding potential director candidates to the Board of Directors.

II. Responsibilities

1. Evaluate the current composition, organization and governance of the Board of Directors and its Committees, determine future requirements and make recommendations to the Board for approval.

2. Determine desired board skills and attributes and conduct searches for prospective board members whose skills and attributes reflect those desired. Evaluate and propose nominees for election to the Board of Directors.

3. In the event it is necessary to select a new chief executive officer of the Company, the Nominating and Governance Committee shall lead the process and may initiate evaluation, consideration and screening of potential chief executive candidates. The full Board of Directors has the final responsibility to select the Company's chief executive officer.

4. Administer the Board performance evaluation process including conducting surveys of director observations, suggestions and preferences.

5. Evaluate and make recommendations to the Board of Directors concerning the appointment of Directors to Board Committees, the selection of Board Committee Chairs, and proposal of the Board slate for election. Consider shareholder nominees for election to the Board.

6. Evaluate and recommend termination of membership of individual directors in accordance with the Board's corporate governance principles, for cause or for other appropriate reasons.

7. Coordinate and approve Board and Committee meeting schedules.

8. Evaluate and consider matters relating to the qualifications, retirement and compensation of Directors. (By laws Section 2.8 (e)).

9. The Nominating and Governance Committee shall review and assess its performance on a periodic basis.

III. Membership and Organization

1. The Committee shall be comprised of no fewer than three members. All members of the Nominating and Governance Committee shall be composed entirely of independent directors as defined in the Director Independence Appendix.