The purpose of the Nominating and Corporate Governance Committee of the Board is to identify individuals qualified to become Board members, to select or recommend for selection by the Board director nominees for the next annual meeting of shareholders, to review the Company's Code of Business Conduct, to develop and continually make recommendations with respect to the best corporate governance principles and to oversee the evaluation of the Board and management. This Charter sets out the structure and responsibilities of the Nominating and Corporate Governance Committee.

I. Structure and Qualifications

The Nominating and Corporate Governance Committee shall consist of at least three directors all of whom shall be independent. The members of the Committee shall be appointed by the Board and may be removed by the Board at any time.

To be considered independent the director must meet the requirements of the Corporate Governance Rules of the New York Stock Exchange.

The Committee may delegate any of its powers and responsibilities to a subcommittee of the Committee.

II. Meetings

The Nominating and Corporate Governance Committee shall meet at least one time a year.

III. Responsibilities

  1. Develop and recommend to the Board a set of corporate governance principles for the Company.
  2. Study and review with management the overall effectiveness of the organization of the Board and the conduct of its business, and report and make recommendations to the Board as appropriate.
  3. Conduct an annual survey of the directors to identify areas of improvement for the Board and its committees.
  4. Consider candidates to be elected directors. The Committee shall recommend to the Board the nominees for directors to be elected at the Company's annual meeting.
  5. At least annually review with the Chief Executive Officer of the Company succession plans for all key executive officers of the Company.
  6. Review annually the Company's Code of Business Conduct and confirm to the Board the Company's program relating to monitoring compliance therewith.
  7. Possess the 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.
  8. Report to the Board at least annually and at the Board meeting immediately following each meeting of the Committee.