THE MEN'S WEARHOUSE, INC.
CHARTER OF THE NOMINATING AND CORPORATE GOVERNANCE COMMITTEE
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.
The Nominating and Corporate Governance Committee shall meet at least one time a year.