2004 Committee Charter : SCG
The purpose of the Nominating and Governance Committee (the "Committee") of the Board of Directors ("Board") of SCANA Corporation ("SCANA") is to identify individuals qualified to become members of the Board, to recommend individuals to the Board for nomination as members of the Board and its committees, to develop and recommend to the Board corporate governance principles applicable to SCANA and to oversee the evaluation of the Board and management.
Duties and Responsibilities
Identify individuals whom the Committee believes are qualified to become Board members in accordance with the nominating criteria set forth below (the "Nominating Criteria"), and recommend that the Board select such individuals as nominees to stand for election at each annual meeting of shareholders of SCANA.
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), recommend to the Board in accordance with the Nominating Criteria an individual to fill such vacancy either through appointment by the Board or through election by shareholders.
Identify Board members qualified to fill vacancies on committees of the Board in accordance with the Nominating Criteria, and recommend such persons to the Board for appointment to such committees.
Review and evaluate all shareholder nominees for director in accordance with the Nominating Criteria.
Evaluate the qualifications and performance of incumbent directors and determine whether to recommend them for re-election to the Board.
Review annually membership of Board committees and recommend to the Board any changes that may be appropriate.
Review annually and revise as necessary, SCANA's Governance Principles, taking into account provisions of the Securities Exchange Act of 1934 (the "Exchange Act"), the listing standards of the New York Stock Exchange ("NYSE") and any other source or sources the Committee deems appropriate.
Initiate and oversee annually an evaluation of (i) the quality, sufficiency and timeliness of information furnished by management to the directors in connection with Board and committee meetings and other activities of the directors, (ii) the Board's effectiveness, (iii) the composition, organization (including committee structure, membership and leadership) and practices of the Board, (iv) tenure and other policies related to the directors' service on the Board and (v) corporate governance matters generally, including the corporate governance principles; and recommend action to the Board where appropriate.
Review the level and form of director compensation and recommend changes to the Board for consideration and approval. In determining compensation for non-employee directors, the Committee shall be guided by the following goals: compensation should fairly pay directors for work required in a company of SCANA's size and scope; compensation should align directors' interests with the long-term interests of shareholders; and the structure of the compensation should be simple, transparent and easy for shareholders to understand.
Monitor the orientation and education needs of directors and recommend action to the Board, individual directors and management where appropriate.
Conduct an annual performance evaluation to (i) compare the performance of the Committee to the requirements of this charter and any other duties or responsibilities delegated to the Committee by the Board and (ii) recommend to the Board any improvements to this charter that the Committee deems to be necessary or appropriate, and report to the Board the results of the evaluation, which may take the form of an oral presentation by a member of the Committee to the Board.
Perform such other duties or responsibilities consistent with this charter expressly delegated to the Committee by the Board.
Report regularly to the Board on the activities of the Committee.
The Committee shall be comprised of independent directors and shall be appointed on an annual basis at the board of directors meeting immediately following the annual meeting of shareholders to serve until the next such annual meeting or their earlier demise, resignation or removal by the Board. Each Committee member shall meet at a minimum any legally required independence standards as shall from time to time be in effect. The Board shall, in the exercise of business judgment, determine the "independence" of directors for this purpose.
The Board shall designate one of the appointees to serve as Chairman of the Committee.
The Committee shall meet in person or telephonically from time to time as may be called by its Chairman, with further meetings to occur, or actions to be taken by unanimous written consent, when deemed necessary or desirable by the Committee or its Chairman.
The Committee shall meet in executive session without the presence of any member of management as often as it deems necessary or appropriate.
A majority of the members in attendance at a meeting of the Committee shall constitute a quorum.
The Committee shall keep minutes of each of its meetings. The minutes of each meeting of the Committee shall be approved by the Committee at its next meeting, available for review by the entire Board and filed as permanent records with the Corporate Secretary.
The Committee shall have the sole authority to retain and to terminate or not to retain any consultant or firm used by the Committee to identify and to assist in the evaluation of director candidates, including sole authority to approve the firm's fees and other retention terms. However, the Committee shall exercise its own business judgment regarding any recommendation and shall not be bound by any report, recommendation or suggestion.
The Chairman of the Committee shall report to the Board, at each meeting of the Board following a meeting of the Committee, the deliberations, actions and recommendations of the Committee.
In evaluating candidates for nomination to the Board, the Committee shall take into account the applicable requirements for directors under the Exchange Act, the listing standards of the NYSE and Director Qualification Standards provided in SCANA's Governance Principles. The Committee may take into consideration such other factors and criteria as it deems appropriate in evaluating a candidate, including his or her knowledge, expertise, skills, integrity, diversity, judgment, business or other experience, and reputation in the business community, the interplay of the candidate's experience with the experience of other Board members, and the extent to which the candidate would be a desirable addition to the Board and any committees. The Committee may consider candidates suggested by management or other members of the Board.
In evaluating candidates for nomination to committees of the Board, the Committee shall take into account the applicable requirements for members of committees of boards of directors under the Exchange Act, the listing standards of the NYSE and SCANA's Governance Principles. The Committee shall take into consideration the factors and requirements set forth in the charter of such committee, if any. The Committee may take into consideration such other factors or criteria that the Committee deems appropriate in evaluating a candidate, including his or her knowledge, expertise, skills and business or other experience relevant to the duties and responsibilities of the committee.