2003 Governance Charter: MWD

Nominating and Governance Committee Charter

Purpose

The Committee is appointed by the Board of Directors to (1) identify individuals qualified to become Board members, and to recommend to the Board the director nominees for the next annual meeting of shareholders, (2) recommend to the Board corporate governance principles applicable to the Company and (3) to exercise and perform the authority, duties and responsibilities of the Committee set forth in this charter.


Membership
The Committee shall be comprised of at least three (3) Board members appointed by the Board. Committee members shall serve at the pleasure of the Board and for such term as the Board determines. The Board shall designate one Committee member as the Committee's chair.


Each Committee member shall have no material relationship with the Company and shall otherwise satisfy the independence requirements of the Company and the New York Stock Exchange.


Operations
The Committee shall hold regular meetings at least twice per year and report to the Board on a regular basis.


The Committee may form and delegate to one or more subcommittees all or any portion of the Committee's authority, duties and responsibilities, and may establish such rules as it determines necessary or appropriate to conduct the Committee's business.


The Committee shall have direct access to, and complete and open communication with, senior management and may obtain advice and assistance from internal legal, accounting or other advisors to assist it. The Committee may retain independent legal, accounting or other advisors to assist it, and may determine compensation for such advisors, and the Company shall be responsible for any costs or expenses so incurred.


The Committee may establish such rules as it determines necessary or appropriate to conduct its business.


Authority, Duties and Responsibilities

The Committee shall:
Actively seek individuals qualified to become board members for recommendation to the Board. In identifying candidates, the Committee shall take into consideration the Board membership criteria set forth in the Company's Corporate Governance Policies. The Committee may consider director candidates proposed by shareholders or management.


Recommend to the Board the director nominees for the next annual meeting of shareholders. In the case of a vacancy in the office of a director (including a vacancy created by an increase in the size of the Board), the Committee shall recommend to the Board an individual to fill such vacancy (and, if applicable, the class of directors in which the individual should serve).


Establish procedures for the Committee to exercise oversight of the evaluation of the Board and management.


Annually review and assess the adequacy of the Company's Corporate Governance Policies and, if appropriate, recommend changes to the Corporate Governance Policies to the Board.


Recommend director compensation and benefits to the Board.


Recommend to the Board director nominees for each Board committee, including committee members to fill vacancies as needed. In nominating a director for a committee membership, the Committee shall take into consideration the factors set forth in that committee's charter, if any, and other factors it deems appropriate, including without limitation the interplay of the candidate's experience with the experience of other committee members.


Recommend to the Board changes that the Committee believes desirable to the size of the Board or any committee thereof, or to the Board's committee structure.


Annually review and assess its performance and report the results to the Board.


Annually review and assess the adequacy of this charter and, if appropriate, recommend changes to the charter to the Board.


Have the sole authority to retain and terminate any search firm used to identify director candidates and any compensation consultant used to assist in the evaluation of director compensation, and to approve the fees and other retention terms for such firms and consultants.


Have such other authority, duties or responsibilities as may be delegated to the Committee by the Board.