CORPORATE GOVERNANCE/NOMINATING COMMITTEE CHARTER

 

 

 

Purpose
Committee Membership and Qualifications
Committee Authority and Responsibilities

Purpose
The Corporate Governance/Nominating Committee (the "Committee") is appointed by the Board (1) to recommend to the Board the Corporate Governance Guidelines applicable to the Company; (2) to take a leadership role in shaping the corporate governance of the Company; and (3) to assist the Board by identifying individuals qualified to become Board members, and to recommend to the Board the director nominees for the next annual meeting of shareholders.

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Committee Membership and Qualifications
The Committee shall consist of no fewer than three persons each of whom shall be a member of the Board. The members of the Corporate Governance/Nominating Committee shall meet the independence requirements of the New York Stock Exchange.

The members of the Committee shall be appointed and replaced by the Board.

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Committee Authority and Responsibilities

  1. The Committee shall develop and recommend to the Board corporate governance guidelines for the Company, periodically review and reassess their adequacy and recommend any proposed changes to the Board for approval.

 

  1. The Committee shall lead the annual review of the Board, receive comments from all directors and report annually to the Board with an assessment of the Board's performance. This report will be discussed with the Board following the end of each fiscal year.

 

  1. The Committee shall identify individuals qualified to become board members for recommendation to the Board.

 

  1. The Committee shall review with the Board on an annual basis the skills and characteristics that it seeks in new Board members as well as those of the Board as a whole.

 

  1. The Committee will report annually to the Board on succession planning.

 

  1. 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. The Committee shall also have authority to obtain advice and assistance from internal or external legal, accounting or other advisors.

 

  1. The Committee may form subcommittees and delegate authority to them when appropriate.

 

  1. At the beginning of each year, the Committee shall establish a schedule of meetings. Agenda items for Committee meetings shall be furnished to all Directors.

 

  1. The Committee shall make regular reports to the Board.

 

The Committee shall review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval. The Committee shall annually review its own performance.