Approved March 1, 2003
2003 Governance Charter: SWN
NOMINATING AND GOVERNANCE COMMITTEE CHARTER
I. Statement of Purpose
The Nominating and Governance Committee (the "Committee") is a standing committee of the
Board of Directors. The purpose of the Committee is to discharge the responsibility of the Board of
Directors relating to (i) the identification of individuals qualified to become members of the Board of
Directors, (ii) the recommendation to the Board of the director nominees for each Annual Meeting of
Shareholders, (iii) the consideration and periodic reporting to the Board on all matters relating to the
selection, qualification and compensation of members of the Board and candidates nominated to the
Board, (iv) the development and recommendation to the Board of a set of corporate governance
guidelines applicable to the Company and (v) the review of the overall corporate governance structure
of the Company and the recommendation of any proposed changes regarding the Company's corporate
A. Charter. At least annually, this charter shall be reviewed and reassessed by the
Committee and any proposed changes shall be submitted to the Board of Directors for approval.
B. Members. The Committee shall be comprised of at least three (3) members. The
members of the Committee shall be appointed by the Board of Directors. The Board of Directors shall
also designate a Committee Chairperson. All Committee members shall meet the independence
requirements of applicable law and the listing standards of the New York Stock Exchange. Committee
members may be removed by the Board of Directors.
C. Meetings. In order to discharge its responsibilities, the Committee shall each year
establish a schedule of meetings. Prior to the Annual Meeting of Shareholders each year, the
Committee shall meet to determine the individuals to be recommended to the Board as nominees for
election to the Board. The Committee may also meet from time to time to consider and make such
other recommendations regarding the composition of the Board and the Company's governance
practices as the Committee may consider necessary or appropriate.
D. Quorum; Action by Committee. A quorum at any Committee meeting shall be at least
two (2) members. All determinations of the Committee shall be made by a majority of its members
present at a meeting duly called and held, except as specifically provided herein (or where only two
members are present, by unanimous vote). Any decision or determination of the Committee reduced to
writing and signed by all the members of the Committee shall be fully as effective as if it had been made
at a meeting duly called and held.
E. Agenda, Minutes and Reports. The Chairperson of the Committee shall be
responsible for establishing the agendas for meetings of the Committee. An agenda, together with
materials relating to the subject matter of each meeting, shall be sent to members of the Committee prior
to each meeting. Minutes for all meetings of the Committee shall be prepared to document the
Committee's discharge of its responsibilities. The minutes shall be circulated in draft form to all
Committee members to ensure an accurate final record, shall be approved at a subsequent meeting of
the Committee and shall be distributed periodically to the full Board of Directors. The Committee shall
make regular reports to the Board of Directors.
F. Performance Evaluation. The Committee shall evaluate its performance on an annual
basis and establish criteria for such evaluation.
The following shall be the principal responsibilities of the Committee:
A. Director Selection Criteria. The Committee shall establish criteria for selecting new
Directors, which shall reflect at a minimum any requirements of applicable law or listing standards, as
well as a candidate's strength of character, judgment, business experience, specific areas of expertise,
factors relating to the composition of the Board (including its size and structure) and principles of
B. Director Recruitment. The Committee shall consider (in consultation with the Chief
Executive Officer) and recruit candidates to fill positions on the Board of Directors, including as a result
of the removal, resignation or retirement of any Director, an increase in the size of the Board of
Directors or otherwise. The Committee shall also review any candidate recommended by the
shareholders of the Company in light of the Committee's criteria for selection of new Directors. As part
of this responsibility, the Committee shall be responsible for conducting, subject to applicable law, any
and all inquiries into the background and qualifications of any candidate for the Board of Directors and
such candidate's compliance with the independence and other qualification requirements established by
C. Reconsideration of Directors for Re-Election. In connection with its annual
recommendation of a slate of nominees, the Committee shall assess the contributions of those Directors
selected for re-election, and shall at that time review its criteria for Board candidates in the context of
the Board evaluation process and other perceived needs of the Board. Final approval of any candidate
shall be determined by the full Board of Directors.
D. Recommendation to Board. The Committee shall recommend the Director nominees
for approval by the Board of Directors and the shareholders.
E. Governance Guidelines. The Committee shall recommend to the Board of Directors
corporate governance guidelines (the "Corporate Governance Guidelines") addressing, among other
matters, the size, composition and responsibilities of the Board of Directors and its committees,
including its oversight of management and consultations with management. The Corporate Governance
Guidelines shall be reviewed not less frequently than annually by the Committee, and the Committee
shall make recommendations to the Board of Directors with respect to changes to the Guidelines.
F. Director Compensation. The Committee shall review the compensation of the Board
members for service as a Director or member of any committee of the Board of Directors and make
recommendations to the Board concerning such compensation. In considering Director compensation
and perquisites, the Committee may take into consideration the relative responsibilities of Directors
serving on the Board and its various committees. The Committee may request that management report
to the Committee periodically on the status of the Board's compensation and perquisites in relation to
other similarly situated companies.
G. Advice as to Committee Membership and Operations. The Committee shall advise
the Board of Directors with respect to the charters, structure and operations of the various committees
of the Board of Directors and qualifications for membership thereon, including policies for removal of
members and rotation of members among other committees of the Board of Directors. The Committee
shall also make recommendations to the Board of Directors regarding which Directors should serve on
the various committees of the Board.
H. Evaluation of Board and Senior Management. The Committee shall oversee the
evaluation of the Board of Directors and senior executive officers of the Company and recommend to
the Board guidelines and procedures to be used in evaluating the Board and management. In
discharging this responsibility, the Committee shall solicit comments from all Directors and report
annually to the Board on the results of the evaluation.
I. Succession Planning. The Committee shall review periodically with the Chairman of
the Board and the Chief Executive Officer the succession plans relating to positions held by senior
executive officers of the Company and make recommendations to the Board of Directors with respect
to the selection of individuals to occupy these positions.
J. Access to Records, Consultants and Others. In discharging its responsibilities, the
Committee shall have full access to any relevant records of the Company and may retain outside
consultants to advise the Committee. The Committee shall have the ultimate authority and responsibility
to engage or terminate any outside consultant with respect to the identification of Director candidates
and the nomination of members to the Board of Directors and to approve the terms of any such
engagement and the fees of any such consultant. The Committee may also request that any officer or
other employee of the Company, the Company's outside counsel or any other person meet with any
members of, or consultants to, the Committee.
K. Shareholder Proposals. The Committee shall review and make recommendations to
the Board regarding any shareholder proposals that relate to corporate governance.
L. Delegation. The Committee may delegate any of its responsibilities to a subcommittee
comprised of one or more members of the Committee.
M. Other Delegated Responsibilities. The Committee shall also carry out such other
duties that may be delegated to it by the Board of Directors from time to time.