Purpose: The Corporate Governance Committee assists the Board of
Directors by identifying, screening and recommending qualified candidates to
serve as directors of the Company (consistent with criteria approved by the
Board), and maintaining oversight of the Board’s operations and effectiveness
and compliance with the Company’s Code of Business Conduct. The Committee
takes a leadership role in shaping the corporate governance of the Company.
Responsibilities: The responsibilities and activities of the
- Monitoring the Company's
compliance with applicable laws and regulations.
- Overseeing a set of Corporate
Governance Principles applicable to the Company and, at least annually,
reviewing and reporting the results of such review to the Board.
- Developing and making
recommendations to the Board concerning the selection criteria to be
used by the Committee in seeking nominees for election to the Board in
accordance with the Company’s Corporate Governance Principles.
- Reviewing qualifications of
specific Board candidates including potential conflicts of interest, and
related party transactions.
- Providing reports to the
Audit Committee regarding issues contemplated in the Company’s Code of
Business Conduct, including:
- Conflicts of interest
- Corporate opportunities
- Fair dealing
- Protection and proper use of Company assets
- Compliance with laws, rules and regulations
- Reports of illegal or unethical behavior
- Reviewing the independence,
both in appearance and in fact, of directors and director nominees.
- Identifying and recommending
qualified candidates for election or reelection to the Board at each
Annual Meeting of Shareholders of the Company and for election to fill
vacancies on the Board.
- Retaining search firms, as
necessary, to assist in identifying qualified board candidates. The
Committee has the sole authority to retain, terminate and approve search
firm fees and other retention terms.
- Establishing a procedure for
the consideration of Board candidates recommended by the Company's
- Recommending to the Board
candidates for assignment to or removal from Board committees, and
considering the rotation of members of various Board committees.
- Considering the need for new
Board committees, determining the functions of the various committees,
and delegating additional responsibilities to the various committees.
- Overseeing the evaluation of
the Board and evaluating the Committee’s performance on an annual basis.
Periodically reviewing director contributions to the Board.
- Reviewing and recommending
retirement and/or other tenure policies for directors.
- Providing orientation for new
directors and continuing education for all directors.
- Reviewing and recommending to
the Board actions to be taken, if any, regarding resignations tendered
by a Board member due to a substantial change in the director’s
principal occupation or business association during his or her tenure as
- Reviewing directorships in
other public companies offered to senior officers.
- Assessing the reporting
channels through which the Board receives information, and the quality
and timeliness of information received by the Board before meetings and
on a periodic basis.
- Making recommendations to the
Board concerning changes in non-employee director compensation.
- Periodically reviewing the
adequacy of the Committee’s charter and, if necessary, recommending
proposed changes for Board approval.
- Establishing the procedure
for independent directors to meet outside the presence of management at
regularly scheduled executive sessions.
- Establishing the procedure
for shareholder communications with the Board.
- Reviewing management's
responses to shareholder proposals concerning corporate governance
Size and Composition: The Committee is comprised of at least three
directors, all of whom must be independent. Independent shall mean a director
who meets the NYSE’s definition of independence and as determined by the
Board in accordance with the Corporate Governance Principles and the H. J.
Heinz Company Director Independence
Standards. The Committee will designate and the Board will approve one person
as Chairman of the Committee.
Meetings: The Corporate Governance Committee will meet at least two
times each year, either in person or by teleconference,
and a majority of the members of the Committee shall constitute a quorum. The
Committee will report regularly to the Board with respect to its activities.
The Committee will keep minutes of its meetings and maintain those minutes
with the books and records of the Company.
Assignment and Removal of Committee Members: Members will be
assigned to the Committee by the Board of Directors, upon recommendation of
the Committee. Committee assignments will be based on the member’s business
and professional experience, qualifications and public service. The need for
continuity, subject matter expertise, tenure and the desires of the
individual Board members will also be considered. Committee members will
serve for one year until their next re-election, resignation, retirement,
removal, or reassignment by the Board or until a successor is assigned. A
Committee member may be removed by majority vote of the independent directors
of the full Board.
Outside Advisors: The Committee has the authority to retain,
terminate and approve the compensation of such outside consultants, experts
and other advisors as it determines appropriate to assist it in the
performance of its functions.
Delegation: As necessary, the Committee may delegate its
responsibilities to a subcommittee, to the extent permitted by applicable law
and regulations, provided that the subcommittee consists entirely of