2004 Committee Charter : RGRI. Purpose
The Nominating and Corporate Governance (the "Committee") is responsible
to the Board of Directors (the "Board") for: identifying, vetting and nominating
potential Directors; and establishing, maintaining and supervising the corporate
II. Composition and Qualifications
The Committee shall consist of a minimum of three Directors who meet the
standards of independence established by the Securities and Exchange Commission,
the New York Stock Exchange, and such other regulatory bodies as may be
The members of the Committee shall be elected by the Board annually and
shall serve until their successors are duly elected and qualified, or until
their earlier resignation or removal. The members may be removed, with or
without cause, by a majority vote of the Board. Unless a Chairman of the
committee is elected by the full Board, the members of the Committee shall
designate a Chairman by majority vote of the Committee.
The Committee shall meet at least two times annually, or more frequently
when circumstances so dictate. When necessary and appropriate, telephone
meetings may be held. The presence of a majority of the Committee members will
constitute a quorum for the transaction of business.
IV. Responsibility and Processes
The responsibilities and processes of the Committee set forth below serve
as a guide, with the understanding that the Committee may alter or supplement
them with policies and procedures as may be appropriate in light of changing
business, legislative, regulatory, legal or other conditions. The Committee
shall also carry out any other responsibilities and duties delegated to it by
the Board from time to time related to the purposes of the Committee. The
Committee, in discharging its oversight role, is empowered to study or
investigate any matter of interest or concern that it deems appropriate, and
shall have the sole authority to retain outside counsel or other experts for
this purpose, including the authority to approve the fees payable to such
counsel or experts and any other terms of retention.
The following shall be the recurring responsibilities and processes of the
A. Board Selection, Composition, and Evaluation
(1) Establish criteria for the selection of new Directors,
including, but not limited to, career specialization,
technical skills, strength of character, independent thought,
practical wisdom, mature judgment, gender, and ethnic
(2) Identify and vet individuals believed to be qualified to serve
on the Board and recommend that the Board select the
candidates for all directorships to be filled by the Board or
by the shareholders at an annual or special meeting.
(3) Conduct inquiries into the backgrounds and qualifications of
candidates to serve on the Board. In that connection, the
Committee is authorized to do its own studies and shall also
have sole authority to retain and to terminate any search firm
to be used to assist it in identifying candidates, including
sole authority to approve the fees payable to such search firm
and any other terms of retention.
(4) Consider questions of independence and possible conflicts of
interest of members of the Board and executive officers.
(5) Consider matters relating to the retirement of members of the
(6) Review and make recommendations to the Board regarding whether
a Director should stand for re-election.
(7) Review and make recommendations to the Board regarding the
composition and size of the Board.
(8) Oversee evaluation of, at least annually, of the Chairman and
Chief Executive Officer, Officers of the Company, and the
B. Committee Selection, Composition and Evaluation
(1) Recommend Directors to serve on committees of the Board,
giving consideration to the criteria for service on each
committee as set forth in the charter for such committee, as
well as to any other factors the Committee deems relevant, and
where appropriate, make recommendations regarding the removal
of any member of the Committee.
(2) Recommend a Director to serve as chairman of each committee of
(3) Establish, monitor and recommend the purpose, structure and
operations of the various committees of the Board, the
qualifications and criteria for membership on each committee
of the Board and, as circumstances dictate, make any
recommendations regarding periodic rotation of Directors among
the committees and recommend any term limitations of service
on any Board committee.
(4) Periodically review the charter, composition and performance
of each committee of the Board and make recommendations to the
Board for the creation of additional committees or the
elimination of any such committees.
C. Corporate Governance
(1) Consider the adequacy of the certificate of incorporation and
by-laws of the Corporation and recommend to the Board any
(2) Develop and recommend to the Board a set of corporate
governance principles and keep abreast of developments with
regard to corporate governance to enable the Committee to make
recommendations to the Board in light of such developments.
(3) Consider policies relating to meetings of the Board.
(1) Report to the Board, at least annually or as otherwise
requested by the Board, concerning any of its meetings,
findings or recommendations.
(2) Maintain minutes of meetings and other activities of the
V. Reliance on Information Provided
In adopting this Charter, the Board acknowledges that the Committee
members are not employees of the Company, and are not providing any expert or
special assurance as to the Company's nominating or corporate governance
process. Each member of the Committee shall be entitled to rely on the integrity
of those persons and organizations within and outside the Company that provide
information to the Committee by such persons or organizations, absent actual
knowledge to the contrary.
VI. Annual Performance Evaluation
The Committee shall perform a review and evaluation, at least annually, of
its performances and its members, including, but not limited to, a review of the
Committee's compliance with this Charter. The Committee shall conduct such
evaluation and reviews in such a manner as it deems appropriate.