2003 Governance Charter: KEA

Keane, Inc.
Corporate Governance Committee Charter


A. Purpose

The purpose of the Corporate Governance Committee is to:
Develop and recommend to the Board a set of corporate governance principles applicable to the Company; and


Oversee the evaluation of the Board and management.
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B. Structure and Membership


Number. The Corporate Governance Committee shall consist of such number of directors as the Board shall from time to time determine.


Chair. Unless the Board elects a Chair of the Corporate Governance Committee, the Committee shall elect a Chair by majority vote.


Compensation. The compensation of Corporate Governance Committee members shall be as determined by the Board.


Selection and Removal. Members of the Corporate Governance Committee shall be appointed by the Board, upon the recommendation of the Nominating Committee. The Board may remove members of the Corporate Governance Committee from such Committee, with or without cause.
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C. Authority and Responsibilities

Corporate Governance


Corporate Governance Guidelines. The Corporate Governance Committee shall develop and recommend to the Board a set of Corporate Governance Guidelines applicable to the Company. The Committee shall, from time to time as it deems appropriate, review and reassess the adequacy of such Corporate Governance Guidelines and recommend any proposed changes to the Board for approval.
Evaluation of the Board and Management; Succession Planning

Evaluation of the Board. The Corporate Governance Committee shall be responsible for overseeing an annual self-evaluation of the Board to determine whether it and its committees are functioning effectively. The Committee shall determine the nature of the evaluation, supervise the conduct of the evaluation and prepare an assessment of the Board's performance, to be discussed with the Board.


Succession of Chief Executive Officer. The Committee shall identify, and periodically review and reassess, the qualities and characteristics necessary for an effective Chief Executive Officer. With these principles in mind, the Committee should periodically monitor and review the development and progression of potential internal candidates against these standards.
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D. Procedures and Administration

Meetings. The Corporate Governance Committee shall meet as often as it deems necessary in order to be perform its responsibilities. The Committee shall keep such records of its meetings as it shall deem appropriate.


Subcommittees. The Corporate Governance Committee may form and delegate authority to one or more subcommittees (including a subcommittee consisting of a single member), as it deems appropriate from time to time under the circumstances.


Reports to the Board. The Corporate Governance Committee shall report regularly to the Board.


Charter. The Corporate Governance Committee shall, from time to time as it deems appropriate, review and reassess the adequacy of this Charter and recommend any proposed changes to the Board for approval.


Advisors. The Corporate Governance Committee shall have the authority to engage such legal and other advisors as it deems necessary or appropriate to carry out its responsibilities. The Committee is empowered, without further action by the Board, to cause the Company to pay the compensation of such advisors as established by the Committee.


Investigations. The Corporate Governance Committee shall have the authority to conduct or authorize investigations into any matters within the scope of its responsibilities as it shall deem appropriate, including the authority to request any officer, employee or advisor of the Company to meet with the Committee or any advisors engaged by the Committee.