The Corporate Governance Committee Charter

 

Status

 

The Corporate Governance Committee is a committee of the Board of Directors.

 

Membership

 

The Corporate Governance Committee shall consist of directors all of whom in the judgment of the Board of Directors shall be independent in accordance with New York Stock Exchange listing standards.

 

Responsibilities

 

The Corporate Governance Committee is responsible for considering and making recommendations to the Board concerning the appropriate size, functions and needs of the Board. The Corporate Governance Committee may, at its sole discretion, engage director search firms and has the sole authority to approve the fees and other retention terms with respect to any such firms. The Corporate Governance Committee also has the authority, as necessary and appropriate, to consult with outside advisors to assist in their duties to the Company. This responsibility includes:

 

 

*      Developing and recommending to the Board the criteria for Board membership; criteria should include, among other things, integrity, independence, diversity of experience, leadership and the ability to exercise sound judgment;

 

*      Considering, recommending and recruiting candidates to fill new positions on the Board;

 

*      Reviewing candidates recommended by shareholders;

 

*      Conducting the appropriate and necessary inquiries into the backgrounds and qualifications of possible candidates; and

 

*      Recommending the Director nominees for approval by the Board and the shareholders.

 

 

The Committee's additional functions are:

 

 

*      Consider questions of possible conflicts of interest of Board members and of our senior executives;

 

*      Monitor and recommend the functions of the various committees of the Board;

 

*      Recommend members of the committees;

 

*      Advise on changes in Board compensation;

 

*      Make recommendations on the structure of Board meetings;

 

*      Recommend matters for consideration by the Board;

 

*      Consider matters of corporate governance and to review, at least annually, our Corporate Governance Principles;

 

*      Consider, and review periodically, Director Qualification Standards;

 

*      Review, periodically, our policy regarding the adoption of a Shareholder Rights Plan;

 

*      Establish Director retirement policies;

 

*      Review the functions of the senior officers and to make recommendations on changes;

 

*      Review annually with the Chairman and Chief Executive Officer the job performance of elected corporate officers and other senior executives;

 

*      Review the outside activities of senior executives;

 

*      Review periodically with the Chairman and Chief Executive Officer the succession plans relating to positions held by elected corporate officers, and to make recommendations to the Board with respect to the selection of individuals to occupy these positions;

 

*      Oversee the evaluation of the Board and its committees; and

 

*      Prepare an annual performance evaluation of the Corporate Governance Committee.

 

*      Consider the perspectives of stakeholders in the company's decisions regarding current and emerging political, social and public policy issues.

 

*      Periodically review environmental, health and safety policy to assure these areas achieve a unified global perspective.

 

*      Periodically evaluate employment practices, including equal employment opportunity in hiring and advancement.