2003 Governance Charter: SOL

SOLA International Inc.
GOVERNANCE COMMITTEE CHARTER
PURPOSE
The purpose of the Governance Committee is to:
  • Develop and recommend to the Board Corporate Governance Guidelines applicable to SOLA
    International Inc. (the "Company");
  • Lead the Board in its annual review of the Board's performance; and
  • Make recommendations to the Board with respect to assignment of individual directors to various
    committees.
    MEMBERSHIP
    The Committee shall consist of all directors who meet the independence requirements of the New York Stock
    Exchange. A majority of the members of the Committee may designate a Chair.
    AUTHORITY AND RESPONSIBILITY
    1. The Committee shall review the Board's committee structure and recommend to the Board for its approval
    directors to serve as members of each committee. The Committee shall review and recommend committee
    slates annually and shall recommend additional committee members to fill vacancies as needed.
    2. The Committee may delegate any of its responsibilities to subcommittees it deems appropriate in its sole
    discretion.
    3. The Committee shall have the authority to retain outside advisors as it deems necessary or appropriate in its
    sole discretion. The Committee shall have sole authority to approve related fees and retention terms.
    4. The Committee shall receive comments from all directors and report annually to the Board with an assessment
    of the Board's performance, to be discussed with the full Board following the end of each fiscal year.
    5. The Committee shall review and assess the adequacy of the Corporate Governance Guidelines of the
    Company and recommend any proposed changes to the Board.
    6. The Committee shall make regular reports to the Board and shall conduct an annual self-assessment of the
    Committee's own performance.
    7. The Committee shall review and assess the adequacy of this Charter at least annually and recommend any
    changes to the Board.
    8. The Committee shall perform such other functions as assigned by law, the Company's Certificate of
    Incorporation or Bylaws, or the Board.
    This Charter was effective on the 15th day of May 2003.