Corporation Governance Committee Charter
l. Statement of Purpose
The Governance Committee is a standing committee of the Board of
Directors. The purpose of the Committee is to identify individuals
qualified to become members of the Board, to recommend director
nominees for each annual meeting of shareholders and nominees for
election to fill any vacancies on the Board of Directors, to advise the
Board with respect to the structure and composition of committees of
the Board, and to address related matters. The Committee shall have the
responsibility to recommend the compensation of the Company’s
Directors. The Committee shall also develop and recommend to the Board
of Directors corporate governance principles and be responsible for
leading the annual review of the Board’s performance.
- Charter. At least annually, this charter shall be reviewed and
reassessed by the Committee and any proposed changes shall be submitted
to the Board of Directors for approval.
- Members. The members of the Committee shall be appointed by the
Board of Directors and shall meet the independence requirements of
applicable law, the listing standards of the New York Stock
Exchange and applicable policies of the Board of Directors. The
Committee shall be comprised of at least three members, one of
whom shall be the Chair of the Board’s Compensation Committee.
Committee members may be removed by the Board of Directors. The
Board of Directors shall also designate a Committee Chairperson.
- Meetings. In order to discharge its responsibilities,
the Committee shall each year establish a schedule of meetings;
additional meetings may be scheduled as required.
- Agenda, Minutes and Reports. The Chairperson of
the Committee shall be responsible for establishing the agendas
for meetings of the Committee. An agenda, together with materials
relating to the subject matter of each meeting, shall be sent to
members of the Committee prior to each meeting. Minutes for all
meetings of the Committee shall be prepared to document the
Committee’s discharge of its responsibilities. The minutes shall
be circulated in draft form to all Committee members to ensure an
accurate final record, shall be approved at a subsequent meeting
of the Committee and shall be distributed periodically to the full
Board of Directors. The Committee shall make regular reports to
the Board of Directors.
The following shall be the principal responsibilities of the Committee:
- Director Selection Criteria. The Committee shall
establish criteria for selecting new directors, which shall
reflect, among other factors, a candidate’s integrity and business
ethics, strength of character, judgment, experience and
independence, as well as factors relating to the composition of
the Board, including its size and structure, the relative
strengths and experience of current Board members and principles
- Director Recruitment. The Committee shall consider and recruit
candidates to fill new positions on the Board of Directors and
shall review any candidate recommended by the shareholders of the
Company in accordance with the Company’s By-Laws. As part of this
responsibility, the Committee shall be responsible for conducting
appropriate inquiries to establish such candidate’s compliance
with the independence and other qualification requirements
established by the Committee.
- Consideration of Directors for Re-Election. In connection with its
annual recommendation of a slate of nominees, the Committee shall
assess the contributions of those Directors slated for
re-election, and shall at that time review its criteria for Board
candidates in the context of the Board evaluation process and other
perceived needs of the Board.
- Recommendation to Board. The Committee shall recommend the
director nominees for approval by the Board of Directors and the
- Governance Principles. The Committee shall recommend to the
Board of Directors corporate governance principles addressing,
among other matters, the size, composition and responsibilities of
the Board of Directors and its committees, which shall be reviewed
not less frequently than annually by the Committee. The Committee
shall make recommendations to the Board of Directors with respect
to changes to the corporate governance principles.
- Advice as to Committee Membership and Operations. The Committee shall
advise the Board of Directors with respect to the charters,
structure and operations of the various committees of the Board of
Directors and qualifications for membership thereon, including
policies for rotation of members among committees of the Board of
- Evaluation of Board, Directors and Committee. The Committee shall
evaluate the performance of the Board of Directors on an annual
basis. In discharging this responsibility, the Committee shall
solicit comments from all Directors and report annually to the
Board on its assessment of the Board’s performance. The Committee
shall periodically evaluate the performance of individual
Directors. The Committee shall also evaluate its own performance
on an annual basis and establish criteria for such evaluation.
- Director Compensation. The Committee shall recommend to the
Board of Directors proposed changes in Board compensation,
including retainer and meeting attendance fees, as well as other
Director compensation program and policies.
- Evaluation of Executive Management. The Committee shall
oversee the evaluation of executive management of the Company.
- Consideration of Shareholder Proposals. The Committee will
review and make recommendations to the Board with respect to any
proposal properly presented by a shareholder for inclusion in the
Company's annual proxy statement. The Committe
may, as appropriate in light of the subject matter of the
proposal, refer any such proposal to any other Committee of the
Board for purposes of such review and recommendations.
- Access to Records, Consultants and Others. In discharging its
responsibilities, the Committee shall have the resources and sole
authority to engage any outside consultant or search firm to be
used to identify director candidates for nomination to the Board
of Directors, to retain outside consultants to advise the
Committee and to approve the terms of any such engagement and the
fees of any such consultant or search firm. The Committee shall
have full access to any relevant records of the Company and may
also request that any officer or other employee of the Company,
the Company’s outside counsel or any other person meet with any
members of, or consultants to, the Committee.
- Delegation. The Committee may delegate any of its
responsibilities to a subcommittee comprised of one or more
members of the Committee. The Committee shall also carry out such
other duties that may be delegated to it by the Board of Directors
from time to time.
Approved by the Governance Committee
Date: March 7, 2006
Approved by the Board of Directors
Date: March 23, 2006