2003 Governance Charter: JCIJOHNSON CONTROLS, INC.
BOARD OF DIRECTORS
CORPORATE GOVERNANCE COMMITTEE
The Corporate Governance Committee is appointed by the Board (1) to assist the Board by identifying individuals qualified to become Board members, and to recommend to the Board the director nominees for the next annual meeting of shareholders; (2) to recommend to the Board the Corporate Governance Guidelines applicable to the Company; (3) to lead the Board in its annual review of the Board's performance; and (4) to recommend to the Board director nominees for each committee.
The Corporate Governance Committee is a standing committee of the Board of Directors composed of not less than three (3) independent Directors. An independent director's relationship with the Company is determined by the Board. Further, for purposes hereof, a director must be independent as defined by the requirements of the New York Stock Exchange and the Corporate Governance Guidelines applicable to the Company. The members shall be elected to the Committee by the Board, on the recommendation of the Corporate Governance Committee, annually or as necessary to fill vacancies in the interim. The Board shall designate one of the Committee members as Chairperson. Corporate Governance Committee members may be replaced by the Board.
The Committee shall hold meetings as necessary. Corporate Governance Committee meetings are usually scheduled at least twice a year.
The Company will provide the Corporate Governance Committee with the appropriate funding to exercise its authority to retain a search firm to be used to identify director candidates. The Committee shall have sole authority to approve the search firm's fees and other retention terms and to terminate the search firm.
Identify and review the qualifications of and recommend to the Board of Directors individuals qualified to become nominees for directors to be submitted to the shareholders for election at each annual meeting of shareholders and individuals qualified to become directors to be elected by the Board of Directors to fill vacancies and newly created directorships.
Review and consider candidates for election as directors submitted by shareowners in compliance with the Company's By-laws.
Consider and make recommendations to the Board of Directors concerning the size and composition of the Board of Directors.
Develop and recommend to the Board of Directors guidelines and criteria to determine the qualifications of directors.
Recommend overall compensation program for directors, including director, committee member and chair retainers, perquisites, deferred compensation, stock or option plans or other incentive plans, and retirement plans.
Review and recommend committees and committee structure for the Board, including assignment rotation schedules.
Consider and make recommendations to the Board of Directors concerning executive sessions of non-management directors, including how often such meetings should occur, who should preside over such meetings and the procedures that should be established to allow shareholders to communicate with the director presiding over such meetings or the non-management directors as a group.
Recommend performance criteria for the Board and oversee the review of the procedures, the effectiveness and the performance of management, the Board as a whole, the individual Directors, and the Board Committees.
Review conflicts of interest that may affect the Company, or one or more Directors or executive officers as referred to it by the Board, the CEO or otherwise. Consider requests for waivers of or exceptions to the Company's Ethics Policy and make a recommendation to the full Board for decision.
Review and recommend corporate governance practices and policies of the Corporation and make recommendations to the Board to assure the Company's leadership in this area
The Corporate Governance Committee may form and delegate authority to subcommittees formed in accordance with applicable law when appropriate.
The Corporate Governance Committee shall make regular reports to the Board.
The Corporate Governance Committee shall review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval.
The Corporate Governance Committee shall annually review its own performance.
The Corporate Governance Committee shall oversee shareholder relations.
Effective July 2003
Corporate Governance Committee Procedures