Nominating and Governance Committee Charter
(As amended and restated on December 15, 2004)
The Board of Directors shall appoint annually the Nominating and Governance Committee (the “Committee”) and appoint its Chairman. The Committee shall have the purpose, responsibilities and functions described below. Members of the Committee shall serve at the will of the Board of Directors.
Purpose, Responsibilities and Functions
Meetings; Review Procedures
(a) The Committee shall hold at least two meetings each year and others as determined by the Committee or by its chairperson.
(b) The Committee shall perform its functions, to the extent it deems appropriate, in consultation with the Chairman of the Board and other members of the Board of Directors.
(c) The Committee shall have the authority to develop, recommend to the Board of Directors and implement a process for a periodic review and evaluation of the overall performance of the Board, its committees and members.
(d) The Committee shall from time to time review the compensation policies for directors and Board committee members and report to the Board of Directors concerning the results of its evaluation.
(e) The Committee shall monitor developments generally regarding corporate governance and keep the Board of Directors apprised of developments it deems relevant to the Corporation.
(f) The Committee shall review and reassess the adequacy of the Corporation’s corporate governance guidelines annually and recommend any proposed changes to the Board for approval.
(g) A report of all Committee meetings will be made to the Board of Directors at the next meeting of the Board of Directors.
(h) The Committee may form and delegate authority to subcommittees when appropriate.
(i) The Committee shall review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board of Directors for approval.
(j) The Committee shall annually review its own performance in accordance with the requirements of the NYSE and report to the Board of Directors in such manner as the Committee deems appropriate.
The Committee shall have
the sole authority to retain and terminate any search firm to be used to
identify director candidates and shall have sole authority to approve the
search firm’s fees and other retention terms.
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