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Governance and Nominating Committee Charter

December 10, 2004

The Governance and Nominating Committee (Committee) of the Board of Directors of Simpson Manufacturing Co., Inc. (Company) consists of a minimum of two directors. Members of the Committee are appointed by the Board of Directors (Board) and may be removed by the Board at its discretion. All members of the Committee must be independent directors who satisfy the New York Stock Exchange standard for independence for members of the Audit Committee.

The purpose of the Committee is to assist the Board in identifying individuals qualified to become board members, in determining the composition of the Board, in developing and monitoring a process to assess board effectiveness and in developing and implementing the Company's governance principles.

The Committee shall have the following authority and responsibilities:

  1. To review the criteria for Board membership, to search for individuals who qualify and to recommend for Board action nominees to be presented for election at the annual shareholders' meeting.
  2. To develop and recommend to the Board for its approval a set of governance principles. The Committee shall review these principles annually or more frequently if appropriate, and recommend changes as necessary.
  3. To develop and recommend to the Board for its approval an annual self-evaluation process of the effectiveness and independence of the Board and its committees.
  4. To recommend to the Board the structure and membership of its standing committees.

The Committee shall have the authority to delegate any of its responsibilities to subcommittees or individual(s) as the Committee may deem appropriate in its sole discretion.

The Committee shall have authority to retain such outside advisors as the Committee may deem appropriate in its sole discretion. The Committee shall have sole authority to approve related fees and retention terms.

The Committee shall report its actions and any recommendations to the board after each Committee meeting and shall conduct and present the board with an annual performance evaluation of the Committee. The Committee shall review at least annually the adequacy of this charter and recommend any proposed changes to the Board of Directors for approval.