2003 Committee Charter : MRO

Corporate Governance and Nominating Committee
(Effective January 1, 2003)
Statement of Purpose
The Corporate Governance and Nominating Committee is a standing committee of the
Board of Directors. The purpose of the Committee is to discharge the Board's
responsibility related to public policy matters, the development and implementation of a
set of corporate governance principles applicable to the Company, the identification of
individuals qualified to become board members, and the review of the qualifications and
make-up of the Board membership.
The Committee shall have the authority and responsibility to engage and terminate any
outside consultant to assist in discharging its responsibilities hereunder. The Committee
shall have full access to any relevant records of the Company and may also request that
any officer or other employee of the Company, including the Company's outside counsel
or any other person meet with any members of, or consultants to, the Committee.
This Committee shall be comprised of not less than three nor more than ten members.
Each member shall (i) be a member of the Board of Directors, and (ii) be independent
and qualified under standards established by applicable law and stock exchange listing
standards. Except in any such member's capacity as a member of the Corporate
Governance and Nominating Committee, the Board of Directors, or any other board
committee, no member shall accept any consulting, advisory, or other compensatory fee
from the Company, or be an affiliated person or the Company of any subsidiary thereof.
The Corporate Governance and Nominating Committee will meet at least four times
each year, with authority to convene additional meetings as circumstances require. All
Committee members are expected to attend each meeting, in person or via
teleconference. Meeting agendas will be prepared and provided in advance to
members, along with appropriate briefing materials. Minutes of each meeting will be
prepared. If requested by any member of the Committee, time shall be allotted for an
executive session of Committee members only and any executives or outside advisors
they might want to invite.
A majority of the total number of Committee members then in office shall constitute a
quorum for the transaction of business at any meeting. All matters shall be decided by
the affirmative vote of a majority of members present in person or by proxy at a meeting
duly called and held.
The following shall be the principal responsibilities of the Corporate Governance and
Nominating Committee:
1. Director Selection and Board Criteria. The Committee shall periodically review
and make recommendations to the Board concerning the appropriate size and
composition of the Board, including (i) candidates for election or re-election as
directors, (ii) the criteria to be used for the selection of candidates for election as
directors, (iii) the appropriate skills and characteristics required of Board
members in the context of the current make-up of the Board, (iv) the composition
and functions of the Board committees, and (v) all matters relating to the
development and effective functioning of the Board.
2. Director Recruitment. The Committee shall consider (in consultation with the
Chairman of the Board and the Chief Executive Officer) and recruit candidates to
fill positions on the Board of Directors, including as a result of the removal,
resignation or retirement of any Director, an increase in the size of the Board of
Directors or otherwise. The Committee shall also consider nominees
recommended by shareholders for election as directors as set forth in the bylaws.
The Committee shall further conduct, subject to applicable law, any and all
inquiries into the background and qualifications of any candidate for the Board of
Directors and such candidate's compliance with the independence and other
qualification requirements established by the Committee.
3. Advice on Committee Membership and Operations. The Committee shall review
on an annual basis and make recommendations to the Board of each Board
committee's membership and committee chairpersons including, without
limitation, a determination of whether one or more Audit Committee members
qualifies as a "financial expert" in accordance with applicable law. The
Committee shall further advise the Board with respect to charters, structure and
operations of the various committees of the Board of Directors and qualifications
for membership thereon, including policies for removal of members and rotation
of members among other committees of the Board.
4. Consideration of Term Limits. The Committee shall review the desirability of term
limits for directors and recommend to the Board of Directors policies in this
regard from time to time.
5. Governance Guidelines. The Committee shall assess and make
recommendations concerning overall corporate governance including, without
limitation, proposed changes to the Company's corporate governance principles
or guidelines, to the extent specific matters are not the assigned responsibility of
other Board committees.
6. Evaluation of Board. The Committee shall establish the process and administer
the evaluation of the Board of Directors of the Company.
7. Process for Evaluation of Board Committees. This Committee shall instruct all
committees of the Board to perform an annual self-evaluation consistent with its
charter and ensure such self-evaluations are conducted. However, it shall be the
responsibility of each committee of the Board to actually perform the selfevaluation.
8. Relationships with Shareholders. The Committee shall review matters bearing
on the relationships between management and present or potential shareholders
with emphasis on policy and major programs affecting ownership of the
9. Review of Legislative and Regulatory Issues. The Committee shall periodically
review legislative and regulatory issues affecting the Company's businesses and
10. Review of Public Issues. The Committee shall review public issues identified by
management as likely to generate expectations of the Company by its
constituencies, including shareholders, employees, customers, vendors,
governments and the public. The Committee shall also review the Company's
position regarding identified public issues including, but not limited to, employee
health and safety, environmental, energy and trade matters, and the Company's
efforts to affect identified public issues through research, analysis, lobbying
efforts and participation in business and government programs.
11. Review and Approve Codes of Conduct and Corporate Policies. The Committee
shall review and approve (or recommend) codes of conduct applicable to
directors, officers and employees and policies of the Company and its
12. Committee Performance Evaluation. The Committee shall evaluate its
performance on an annual basis and develop criteria for such evaluation
consistent with the responsibilities set forth in this charter.
13. Delegation. The Committee may delegate any of its responsibilities to a
subcommittee comprised of one or more members of the Committee.
14. Other Delegated Responsibilities. The Committee shall also carry out such other
duties that may be delegated to it by the Board of Directors from time to time.
15. Review of Charter. The Committee shall reassess and report to the Board on the
adequacy of this charter on an annual basis.