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Committee Purpose



The Corporate Governance and Director Affairs Committee shall monitor and assist the Board in fulfilling its Corporate Governance responsibilities and the affairs of the Board and its meetings.





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Committee Composition



The Committee shall be composed of not less than three independent Directors. The Chairman/CEO may serve as a member of the Committee. The members of the Committee, the designation of the Committee Chairperson, and the term of membership shall be determined by the Board of Directors. The Committee, after discussion with the independent Board members, may retain outside legal or other experts it deems necessary in the performance of its duties.





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The Committee shall meet at least two times per year with the responsibility for the following duties and others as assigned by the Board of Directors.






To review and monitor compliance with all Corporate Governance rules and requirements as issued by the regulators and governing organizations, i.e., Securities and Exchange Commission, Stock Exchange and shareholder monitoring groups. This review and monitoring process would not include items which the Board would logically assign to other Board Committees.





To serve as the Nominating Committee of the Board, re-nominating incumbent directors and officers and identifying and nominating new directors to the Board of Directors to fill existing or expected vacancies on the Board. See Nomination process below.





To monitor and make recommendations in respect to matters relating to directors' services, such as retainers, fees, benefits, board committee structure, stock ownership targets for directors, compulsory retirement age for directors, director term limits, and to annually recommend the assignments of Committee members and chairpersons.





To conduct an annual assessment of its own performance, and to establish and manage a process whereby the full Board conducts an annual assessment of its effectiveness and performance and its committees’ performance and effectiveness.





To make recommendations in respect to Board meetings, such as meeting frequency, date, and place, agenda subjects, Board visits, Board size and other similar matters.





To periodically review the Corporation’s Bylaws and policies of the Board to assure compliance with accepted practices and rules. Maintain the content and appropriateness of the Directors Handbook and new Directors Orientation Program.





To identify and direct special projects, hold special meetings or perform any other actions it believes necessary to perform its oversight functions.





To meet as circumstances of the Corporation require and report its activities to the full Board of Directors on a regular basis.





To facilitate for the Board a meeting in executive session (non-management Directors, without management) at each regular Board Meeting and along with at least one other Director communicate as appropriate to Management any observations or comments the Board deems necessary.








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Nomination Process






The Board seeks candidates possessing the relevant experience and skills the Company needs when evaluating potential new Board members.


Board members may identify qualified candidates in a variety of ways including consulting with other Board members, engaging an outside search firm or by seeking individual referrals from associates or from industry or professional organizations. Director qualifications are outlined in Section 3 of the Corporate Government Guidelines.


The Committee will also review recommendations for director nominees from any shareholder beneficially owning or group of shareholders beneficially owning in the aggregate, at least 5% of the issued and outstanding common stock of the Company for at least one year as of the date that the recommendation was made (a "Qualified Shareholder"). Any Qualified Shareholder must submit its recommendation not later than the 120th calendar day before the date of the Company’s proxy statement released to the shareholders in the previous year’s annual meeting, for the recommendation to be considered by the Corporate Governance and Director Affairs Committee. Any recommendation must be submitted in accordance with the policy in the Corporate Governance Guidelines captioned Director’s Qualifications. In considering any timely submitted recommendation from a Qualified Shareholder, the Committee shall have sole discretion as to whether to nominate the individual recommended by the Qualified Shareholder, except that in no event will a candidate recommended by the Qualified Shareholder who is not "independent" as defined in the New York Stock Exchange listing standards and who does not meet the minimum expectations for a director set forth in the Company’s Corporate Governance Guidelines, be recommended for nomination by the Corporate Governance and Director Affairs Committee.