NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER
2004 Committee Charter : KBH
(adopted April 3, 2003)
The Nominating and Corporate Governance Committee shall consist of no fewer than three (3) directors, each of whom in the judgment of the Board of Directors shall be independent in accordance with the New York Stock Exchange listing standards, as well as such standards as may be established by the Board of Directors in the Company's Corporate Governance Principles.
The Nominating and Corporate Governance Committee is appointed by the Board of Directors to (i) consider and make recommendations to the Board concerning matters of corporate governance, as more particularly described below, (ii) identify individuals qualified to become Board members, and to recommend to the Board proposed nominees for Board membership, (iii) consider and make recommendations to the Board regarding the members and functions of the standing committees of the Board, (iv) consider and make recommendations to the Board concerning the appropriate size, function and needs of the Board, (v) lead the Board in its annual review of the Board's performance, and (vi) consider and make recommendations to the Board regarding director compensation.
The Nominating and Corporate Governance Committee's specific responsibilities include:
A. Reviewing policies and making recommendations to the Board concerning:
1. Any matters of corporate governance, including the Company's Corporate Governance Principles;
2. The size and composition of the Board;
3. The qualifications and criteria for election to the Board, and procedures for stockholders to submit nominations of candidates for the Board;
4. The compensation and benefits paid to non-employee directors;
5. The independence of each director, which shall include consideration of business or other transactions between the Company and any person or entity affiliated with a director or any other issues that might present a conflict of interest with a director or a senior executive;
6. The structure and composition of, and membership on, Board committees;
7. The structure of Board meetings and other functions of the Board and its committees; and
8. The Company's Shareholder Rights Plan, which the Committee shall review at least every three (3) years.
B. Actively seeking individuals qualified to become directors and recommending candidates for directorship.
C. Receiving comments from all directors, and reporting annually to the Board with an assessment of the performance of the Board and its Committees and recommendations for improvements, which review shall be discussed with the full Board.
D. Periodically reviewing and reassessing the adequacy of the Company's Corporate Governance Principles and this Nominating and Corporate Governance Committee Charter, and recommending any proposed changes to the Board for approval.
E. Retaining external consultants, including legal counsel, search firms and director compensation consultants, to provide such advice as the Committee may deem appropriate or necessary, from time to time, to fulfill its responsibilities as contemplated by this Charter. The retention of such consultants shall be on such terms and conditions, including fees, as may be determined by the Committee in its discretion. Any advisor or consultant so retained shall report directly to the Committee.
F. Undertaking an annual performance evaluation of the activities of the Committee, including the Committee's responsibilities as contemplated in this Nominating and Corporate Governance Committee Charter.
G. Undertaking such additional or revised responsibilities or procedures as are consistent with the purpose of the Committee and as the Board or Committee deems appropriate.
IV. Presiding Director
Under the Company's Corporate Governance Principles, the Board of Directors has also delegated to the Chairman of the Nominating and Corporate Governance Committee the responsibility to serve as Presiding Director during executive sessions of the Board in which only non-employee directors may participate.