MATERIAL SCIENCES CORPORATION
NOMINATING AND CORPORATE
GOVERNANCE COMMITTEE CHARTER
The Nominating and
Governance Committee (the “Committee”) of Material Sciences Corporation (the “Corporation”)
shall provide assistance to the Corporation’s Board of Directors (the “Board”)
in fulfilling the Board’s responsibility:
- to establish criteria for selecting new directors,
identify individuals qualified to become Board members based on these
criteria and recommend to the Board such individuals as nominees to the
Board for its approval;
- to screen and recommend to the Board individuals
qualified to become Chief Executive Officer of the Corporation;
- to oversee evaluations of the Board and the Board
- to oversee evaluation of the Chief Executive Officer;
- to approve corporate governance principles and the
Corporation’s Code of Business Ethics; and
- to appoint a chair of the executive sessions of
non-employee members of the Board.
- The Committee shall consist of at least three
directors, all of whom shall be independent as such term is defined by the
NYSE listing standards.
- Committee members shall be appointed by the Board of
- Committee members shall hold their offices for one year
and until their successors are elected and qualified, or until their
earlier resignation or removal.
- All vacancies in the Committee shall be filled by the
- The Board shall designate one of the members as
Chairperson (the “Chair”) of the Committee. The Committee shall keep a
separate book of minutes of their proceedings and actions.
- The Committee shall meet periodically, as determined by
the Chair of the Committee.
- All meetings shall be at the call of the Chair of the
Committee. A majority of the members of the Committee shall constitute a
quorum for the transaction of business.
- The Committee may form one or more subcommittees, each
of which may take such actions as may be specified by the Committee.
- The Committee shall periodically report on its
activities to the Board and make such recommendations and findings as it
Board of Directors
- Screen and recommend to the Board nominees for election
as directors of the Corporation, including nominees recommended by
shareowners of the Corporation, and consider the performance of incumbent
directors in determining whether to nominate them to stand for reelection
at the next annual meeting of the shareowners.
- Establish criteria for selecting nominees for director,
which may include:
- high-level leadership
experience in business or administrative activities with public
- relevant ongoing business,
governance or administrative activities;
- specialized expertise in
- breadth of knowledge about
issues affecting the Corporation; and
- ability and willingness to contribute
special competencies to Board activities.
- Personal attributes:
- unquestioned personal
- loyalty to the Corporation
and concern for its success and welfare, courage to criticize,
application of sound business ethics and independent judgment;
- awareness of a directors’
vital part in the Corporation’s good corporate citizenship and the
- time available for meetings
and consultation on Corporation matters;
- independence and the absence
of conflict of interests;
- wide contacts with business
and political leaders; and
- willingness to assume
responsibility on behalf of all shareowners to oversee the management of
- The Committee shall have the sole authority, without
Board or management approval, to retain and terminate search firms to
identify director candidates, including the sole authority to approve fees
and other retention terms. All such fees shall be reimbursed by the
- Establish procedures for, and administer annual
performance evaluations of the Board and its committees.
- Review periodically the make-up of the Board committees
and recommend, as appropriate, changes in the number, function or
Chief Executive Officer:
- Review periodically succession plans for the Chief
Executive Officer, and screen and recommend to the Board candidate(s) for
Chief Executive Officer.
- Develop and recommend to the Board a set of corporate
governance guidelines, including the Corporation’s insider trading policy.
Monitor compliance with the guidelines and make recommendations to the
Board for modifications as appropriate.
- Develop and recommend to the Board a Code of Business
Ethics for directors, officers and employees, and based on a periodic
review, make recommendations for changes as deemed appropriate.
- Oversee the Corporation’s compliance with its
Certificate of Incorporation and Bylaws.
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