Charter of the Corporate Governance & Nominating
The Corporate Governance & Nominating Committee exercises general oversight
with respect to the governance of the Board of Directors.
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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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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:
- makes recommendations to the full Board regarding its
size and composition and the tenure of directors.
individuals qualified to become Board members who reflect the criteria
specified in the Corporate Governance Principles of the Board; recommends
to the Board nominees to fill vacancies on the Board and the nominees to
stand for election as directors at the next annual meeting of stockholders
(or, if applicable, a special meeting of stockholders); and has sole
authority to retain any search firm to be used to identify director
candidates, including sole authority to approve the search firm's fees and
other retention terms.
- reviews and makes recommendations to the Board
regarding Board compensation.
- reviews the
duties and composition of committees of the Board, including a review of
the criteria for composition of the Audit Committee under the rules of the
New York Stock Exchange and under the Federal Deposit Insurance
Corporation Improvement Act of 1991 (FDICIA), a review of the criteria for
composition of the Compensation & Management Development Committee
under the rules of the New York Stock Exchange, under Section 162(m) of
the Internal Revenue Code and under Section 16 of the Securities Exchange
Act of 1934, and a review of the criteria for composition of the Corporate
Governance & Nominating Committee under the rules of the New York
Stock Exchange, and identifies and recommends to the Board directors
qualified to become members of each Board committee, taking into account
such listing and regulatory criteria (if applicable) as well as such other
factors as the committee deems appropriate.
- reviews stockholder proposals and proposed responses.
- reviews and recommends to the Board the Corporate
Governance Principles of the Board and any proposed changes to such
- periodically appraises Board performance and
leads Board self-evaluation discussion.
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.