BOARD OF DIRECTORS
CORPORATE GOVERNANCE COMMITTEE CHARTER
(As amended through June 24, 2004)
The purpose of the Corporate Governance Committee includes (a) recommending to the Board corporate governance guidelines applicable to the Company; (b) leading the Board in its annual review of the Board’s performance; and through and based on the recommendations of the Nominating Subcommittee, identifying individuals qualified to become Board members consistent with criteria approved by the Board, and recommending to the Board director nominees for election at the annual shareholders’ meeting.
The Corporate Governance Committee shall consist of all the members of the Board who satisfy the independence requirements of the New York Stock Exchange, as such requirements are interpreted by the Board in its business judgment. The Board shall designate one member as Chairman or delegate authority to designate a Chairman to the Corporate Governance Committee.
The Corporate Governance Committee shall have the authority to retain such outside consultants or advisors as it determines appropriate to assist it in the performance of its functions, or to advise or inform the Committee, including sole authority to retain and terminate any search firm used to identify director candidates, and to approve the search firm’s fees and other retention terms.
The functions of the Committee, on behalf of the Board, shall include having responsibility to:
a. Process and criteria for selection of new directors and nominees for vacancies on the Board.
b. Candidates for Board memberships and for the positions of CEO, Chairman and Chair of the Corporate Governance Committee.
c. A decision on the tendered resignation of a director for reason of change of employment
d. To evaluate the performance of any director whose term is expiring and whether such director should be invited to stand for reelection.
The Corporate Governance Committee and Nominating Subcommittee shall meet as often as may be deemed necessary or appropriate in their respective judgments, but not less frequently than 3 times annually, either in person or telephonically, and at such times and places as they shall determine. The Committee and Subcommittee may request any officer or employee of the Company or the Company’s outside counsel to attend meetings or to meet with any members of or consultants to, the Committee or Subcommittee. The Corporate Governance Committee shall report its activities to the Board regularly.