Nominating and Governance Committee
Nominating and Governance Committee Charter
Purpose of Committee
The purpose of the Nominating and Governance Committee (the "Committee") is to identify and recruit qualified individuals for membership on the Board of Directors and to recommend to the Board the director nominees for the next annual meeting of shareholders. The Committee is also responsible for reviewing and recommending to the Board Tredegar's Corporate Governance Guidelines (the "Governance Guidelines") and any modifications thereto, and for overseeing Tredegar's corporate governance affairs.
The Committee shall be composed of at least two members. All Committee members shall be independent of management and free of any relationship that, in the opinion of the Board of Directors, would interfere with the exercise of independent judgment. Independence shall be determined in accordance with the director independence standards established by the New York Stock Exchange and Securities and Exchange Commission as in effect from time-to-time.
The members of the Committee shall be appointed by the Board of Directors, at the Board’s annual meeting, on the recommendation of the Committee, and may be removed by the Board at any time. Unless a Chairman is elected by the full Board, the members of the Committee shall designate a Chairman by majority vote of the full Committee membership.
Committee Meetings & Reporting
The Committee shall meet as often as may be deemed necessary or appropriate in its judgment, but at least twice per year. Additional meetings may occur as the Chairman or the majority of the Committee deems advisable. The Committee shall keep minutes of all its meetings. The Committee shall report to the Board of Directors on its meetings and discussions at Board meetings.
The Committee's responsibilities shall include the following:
The performance of any of these responsibilities may be delegated to a subcommittee of the Committee created and approved by the Committee. Any such subcommittee must be composed entirely of independent directors and must have a published committee charter.
Annual Performance Review, Annual Charter Review & Other Authority
The Committee shall conduct an annual self-evaluation of the Committee's performance and report its findings to the Board of Directors.
The Committee shall review and reassess this Charter at least annually and recommend any proposed changes to the Board of Directors for approval.
The Committee shall perform such other duties and functions as may be assigned by Tredegar's Board of Directors.
To the extent that any provision or section of this Charter may be inconsistent with any article, provision or section of Tredegar's Articles of Incorporation, the Bylaws or any applicable law or regulation, the Articles of Incorporation, the Bylaws or the law or regulation, as appropriate, shall control.