Charter of the Corporate Governance & Nominating Committee

Mission
Membership
Authorities and responsibilities

Mission
The Corporate Governance & Nominating Committee exercises general oversight with respect to the governance of the Board of Directors.

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Membership
The Corporate Governance & Nominating Committee shall be composed solely of non-management directors, each of whom shall be independent as defined in the Corporate Governance Principles of the Board.

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Authorities and responsibilities

The Corporate Governance & Nominating Committee exercises general oversight with respect to the governance of the Board of Directors. It reviews the qualifications of and recommends to the Board of Directors proposed nominees for election to the Board. It is also responsible for evaluating and recommending to the Board corporate governance practices applicable to the corporation and for leading the Board in its annual review of the Board's performance.

In furtherance of its mission, the committee:

The Corporate Governance & Nominating Committee will review, at least annually, the committee's charter and recommend any proposed changes to the Board for approval. The Corporate Governance & Nominating Committee shall prepare, and report to the Board the results of, an annual performance evaluation of the committee, which shall compare the performance of the committee with the requirements of this charter.