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2003 Governance Charter: SM
ST. MARY LAND & EXPLORATION COMPANY
CHARTER OF THE NOMINATING AND CORPORATE GOVERNANCE COMMITTEE
OF THE BOARD OF DIRECTORS
Adopted by the Board of Directors on January 23, 2003
The Nominating and Corporate Governance Committee is appointed by the Board of
Directors for the purposes of:
· identifying individuals qualified to become Board members;
· recommending to the Board the selection of director nominees for election at the
next annual meeting of shareholders;
· recommending to the Board the selection of director nominees for each committee
of the Board;
· developing and recommending to the Board a set of corporate governance
guidelines for the Company; and
· oversight of the annual evaluation of the Board and management.
The Committee shall have the authority to retain at the Company's expense such
consultants, advisors and counsel as the Committee deems appropriate in its sole discretion to
fulfill its purpose, responsibilities and duties. In connection therewith, the Committee shall have
the sole authority to retain and terminate any search firm to be used to identify director
candidates and shall have the sole authority to approve the search firm's fees and other retention
terms. The Committee shall also have the authority to obtain such advice and assistance from
internal or external legal or other advisors as it deems necessary.
II. Composition and Meetings
The Committee shall consist of at least three members who shall be appointed by the
Board. Committee members may be removed and replaced by a majority of the independent
Directors of the Board in their discretion. If a Committee Chair is not designated by the Board
or is not present at a meeting, the members of the Committee may designate a Chair by majority
vote of the Committee members. All members of the Committee shall be independent Directors
in accordance with the rules of the New York Stock Exchange.
The Committee shall meet at least once annually and more frequently as circumstances
dictate. The Committee Chair shall approve an agenda in advance of each meeting.
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The Committee may form and delegate authority to subcommittees when appropriate,
provided that each subcommittee is composed entirely of independent Directors and has a
published subcommittee charter.
III. Responsibilities and Duties
1. The Committee shall develop and recommend to the Board criteria for selecting
new directors, and when vacancies occur shall identify individuals qualified to
become Board members and lead any search for and recommend the selection of
any new directors. The Committee shall assist the Board in overseeing the
development of director succession and replacement plans.
2. The Committee shall review the contributions and qualifications of individual
members of the Board, including the independence of non-management directors,
and the size and composition of the Board as a whole, and recommend to the
Board the selection of director nominees for election at the next annual meeting of
shareholders. In connection therewith, the Committee shall review and consider
any nominations for director candidates submitted by shareholders in accordance
with the Company's By-Laws.
3. The Committee shall review the structure and composition of all committees of
the Board, and the Committee shall develop and recommend to the Board criteria
for identifying directors qualified to serve on each Board committee. Such
criteria shall reflect all applicable requirements for each committee under
applicable securities laws, rules and regulations and the rules of the New York
4. The Committee shall recommend to the Board the selection of directors to serve
as members of each Board committee. The Committee shall review and
recommend committee slates annually and shall recommend additional committee
members to fill vacancies as needed.
5. The Committee shall develop and recommend to the Board corporate governance
guidelines for the Company. Such corporate governance guidelines shall address
director qualification standards, director responsibilities, director access to
management and independent advisors, director compensation, director
orientation and continuing education, management succession, and annual
performance evaluations of the Board and its committees. The Committee shall
review and reassess the adequacy of the corporate governance guidelines
annually, or more frequently if appropriate, and recommend any proposed
changes to the Board for approval. The corporate governance guidelines shall be
amended as appropriate to comply with all applicable requirements of the New
York Stock Exchange.
6. The Committee shall review and make recommendations with respect to any
proposed changes to the Company's Certificate of Incorporation or By-Laws.
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7. The Committee shall provide oversight with respect to the evaluations of the
Board and management.
8. The Committee shall maintain minutes of meetings and regularly report to the
Board on significant results of the activities described in this Charter.
9. The Committee shall review and reassess the adequacy of this Charter annually
and recommend any proposed changes to the Board for approval. This Charter
shall be amended as appropriate to comply with all applicable requirements of the
Securities and Exchange Commission and the New York Stock Exchange.
10. The Committee shall conduct and present to the Board an annual performance
evaluation of the Committee.
The Committee's authority and responsibilities are as set forth in this Charter. In
fulfilling its responsibilities, the Committee will rely to a significant extent on information and
advice provided by management, consultants, advisors and counsel. When the Committee takes
an action, it shall exercise its independent judgment on the basis of such information, advice and
other appropriate factors in the best interests of the Company and its shareholders.