The primary purposes of the Corporate Governance and Nominating Committee ("Committee") of the Board of Directors (the "Board") of Orbital Sciences Corporation (the "Company") are to (i) identify individuals qualified to become Board members and to recommend that the Board select the director nominees for the next annual meeting of stockholders, (ii) develop and recommend to the Board a set of corporate governance guidelines applicable to the Company and a code of business conduct and ethics, (iii) oversee the evaluation of the Board and management, and (iv) ensure that the Company is in compliance with all New York Stock Exchange ("NYSE") corporate governance rules.
II. COMMITTEE MEMBERSHIP
The Committee shall consist of at least three (3) directors, each of whom shall meet the independence requirements of the NYSE.
The Chairman and other members of the Committee shall be appointed by the Board. Committee members may be removed by the Board, with or without cause. Any member of the Committee may resign at any time by giving written notice of his or her resignation to the Board.
The Committee shall hold at least two regular meetings annually, and shall meet more frequently as deemed necessary to fulfill the responsibilities prescribed in this Charter or by the Board. The Chairman of the Committee may call special meetings of the Committee.
IV. COMMITTEE AUTHORITY AND RESPONSIBILITIES
The Committee shall:
1. Review and recommend to the Board matters relating to the criteria to be considered in selecting director nominees, consistent with the Company's Corporate Governance Guidelines. At a minimum, such criteria shall require that a director nominee possess such competencies, expertise and knowledge that enables the Board as a whole to possess the expertise necessary to perform its responsibilities in an efficient and effective manner.
2. Identify potential director nominees, receiving recommendations regarding potential nominees for election as director, reviewing and evaluating the qualifications of identified or recommended candidates (including any nominees submitted by shareholders under and in accordance with the provisions of the Company's Bylaws), recommending director nominees to the Board for election at each annual meeting of shareholders, and helping recruit new directors. The Committee shall evaluate the performance of each incumbent director before recommending to the Board his or her nomination for an additional term as director. Final approval of a candidate shall be determined by the Board.
3. Recommend to the Board the election of qualified persons to fill vacancies that exist from time to time, either as a result of resignation or removal of directors, or an increase in the size of the Board.
4. Recommend to the Board persons to be named director emeritus.
5. Develop or cause to be developed orientation and other educational programs for directors.
6. Review and recommend, at least annually, for approval by the Board the committees that shall constitute the standing or ad hoc committees of the Board and recommending the directors to serve on and chair such committees.
7. Review and recommend, on a bi-annual basis (or more frequently as necessary), for approval by the Board the appointment of the Lead Independent Director of the Board, which director shall be an independent director and shall not serve as Lead Independent Director for more than two (2) consecutive years unless the Board determines that re-appointment of the Lead Independent Director is in the best interest of the Company.
8. Review, at least annually, the composition, operations and policies of the Board and its committees to ensure that the Company, the Board and each Board committee is in compliance with all applicable NYSE listing requirements and any other applicable rules or regulations.
9. Conduct evaluations regarding the overall effectiveness and performance of the Board and its standing committees and reporting to the Board its conclusions.
10. Oversee the annual evaluation of management.
11. Review matters relating to potential conflicts of interest involving the Company and individual directors or management.
12. Work with the CEO to plan for CEO succession, as well as to develop plans for interim succession for the CEO in the event of an unexpected occurrence.
13. Review matters of compensation, benefits and other forms of remuneration for non-employee directors and recommending to the Board annual director fees, Board and committee meeting attendance fees and other compensation and benefits for non-employee directors.
14. Monitor the implementation of the Board's Corporate Governance Guidelines and the Company's Code of Business Conduct and Ethics.
15. Review and reassess the adequacy of this Charter, the Corporate Governance Guidelines, the Code of Business Conduct and Ethics and the charters of the other Board committees on an annual basis, or more frequently as necessary, and recommending to the Board any revisions as the Committee deems to be appropriate.
16. Annually perform a self-evaluation of its performance for review and discussion by the Board.
17. Make regular reports to the Board regarding the status and disposition of the above matters.
18. Have such other authority and responsibilities as may be assigned from time to time by the Board.
The Committee shall have the sole authority to retain and terminate any search firm to be used to identify director candidates, including the sole authority to approve such search firm's fees and other retention terms. The Committee shall also have the authority to delegate authority to such subcommittees as it deems appropriate and in the best interest of the Company and its shareholders, provided that, to the extent required by applicable rules and regulations, such subcommittees are composed entirely of independent directors and have published committee charters.
This Charter shall be posted on the Company's website.
(Adopted July 24, 2003; amended April 30, 2004)