CHARTER OF THE COMMITTEE ON NOMINATIONS
2003 Committee Charter : UTX
The Committee on Nominations and Governance (the "Committee") shall be a
standing committee of the Board of Directors. The purpose of the Committee
shall be to identify and recommend qualified candidates for election to the board,
develop and recommend appropriate corporate governance practices, and
recommend appropriate compensation of directors.
The Committee shall be comprised exclusively of independent directors.
Committee members should have experience evaluating the qualifications and
abilities of candidates for high level, sensitive oversight and leadership positions,
as well as a strong understanding of the critical role of directors in setting
corporate governance standards.
The Committee shall meet as required and normally meets four times annually.
The Committee may meet more frequently and, as the Committee may require in
fulfilling its responsibilities, it may meet privately with any search firm, members
of management and others.
The Committee shall determine the appropriate qualifications and criteria for
service as a director and evaluate candidates based upon their skills, integrity,
independence, experience, appreciation of the appropriate role of the corporation
in society and ability to contribute to the diversity of perspectives present in board
deliberations. The Committee shall also:
A. Identify persons qualified to serve as members of the board and make
recommendations to the board as to the election of candidates to fill
vacancies on the board;
B. Review candidates recommended by management and shareowners in
light of the Committee's criteria for selection of new directors;
C. Recommend a slate of director candidates to be proposed for annual election
D. Develop and recommend to the board appropriate corporate governance
E. Recommend to the board the appropriate compensation for service as a
director based upon its assessment of director responsibilities and benchmark
data for relevant peer corporations;
F. Report annually to the board its evaluation of the board's performance as a
group and its annual evaluation of the Committee's performance as a group;
G. Review at least annually the Corporation's governance principles, the charter
of this Committee and relevant benchmark data to determine whether
changes should be submitted to the board for approval.
The Committee shall review and determine whether a director who has changed
the responsibilities he or she had when becoming a director remains able to
devote the time required to effectively serve on the board or any committee of the
board. For example, continued board service should be reviewed if there is a
change in a director's occupation or in the number or type of outside boards on
which he or she serves. For Audit Committee members, continued service on
that committee should be reviewed if there is an increase in the number of public
company audit committees on which the director serves. The Committee shall
also review periodically the Corporation's policies as to retirement age and
tenure, review and approve service by executive officers of the Corporation as
directors of other public companies, and review such other matters as may be
referred to it from time to time.
The Committee shall have full access to all management and authority to consult
independent legal or other advisors as deemed appropriate. The Committee
shall also have sole authority to retain and terminate any search firm to be used
to identify director candidates, including sole authority to approve the search
firm's fees and other retention terms.