2003 Governance Charter: SAFC
NOMINATING/GOVERNANCE COMMITTEE CHARTER
Adopted by the Board of Directors November 6, 2002
The nominating/governance committee shall (i) identify individuals qualified to become
Board members, (ii) select, or recommend that the Board select, the director nominees for
the next annual meeting of shareholders; (iii) recommend to the Board director nominees
for each committee of the Board; (iv) annually review SAFECO's corporate governance
guidelines; (v) establish and ensure that a meaningful Board evaluation process is
developed and used; and, (vi) through the Compensation Committee ensure that a
meaningful management evaluation process is established.
II. Organization and Meetings
The nominating/governance committee shall be appointed by the Board of Directors and
consist of no fewer than three members. The members of the committee shall meet the
director independence requirements for members of the exchange or market on which
SAFECO's securities are traded or listed. Furthermore, each committee member shall be
free of any relationship to SAFECO that, in the opinion of the Board of Directors, would
interfere with the member's exercise of independent judgement as a committee member.
The committee shall meet at least biannually and may meet more frequently as necessary.
The committee shall keep minutes of its meetings and make regular reports on its
activities to the Board of Directors.
III. Committee Authority and Responsibilities
1. The committee shall review this charter annually and recommend proposed
changes to the Board of Directors.
2. The committee shall have sole authority to retain and terminate advisors to assist
it in connection with identification of director candidates, including the sole
authority to approve the fees and other retention terms with such advisors. The
committee shall also have authority to obtain advice and assistance from internal
or external legal, accounting or other advisors.
3. The committee shall seek to identify individuals qualified to become board
members for recommendation to the Board. In assessing board member
qualifications, the committee will consider each individual's independence, as
well as diversity, age, skills, and experience in the context of the make-up of the
4. The committee shall recommend to the Board director nominees for each
committee of the Board.
5. The committee shall establish an annual process to receive comments from all
directors concerning the Board's performance.
6. The committee shall confirm through the Compensation Committee that a
meaningful management performance evaluation process is established.
7. The committee shall annually review the adequacy of the corporate governance
guidelines of SAFECO and recommend proposed changes to the Board.
8. The committee shall annually review and approve SAFECO's charitable
contribution budget and review SAFECO's community relations strategic
9. The committee shall meet in executive session without the presence of any
management director or employee at least annually.
10. The committee may form and delegate authority to subcommittees when
11. The committee shall annually review its performance under this charter.