The primary function of the Corporate Governance Committee (the "Committee")
of The Titan Corporation (the "Corporation") is to
assist the Board of Directors (the "Board") in
fulfilling its oversight responsibilities in connection with corporate
governance practices. In this regard, the Committee shall be guided by the
fundamental Corporate policy that all Corporate
business be conducted with honesty and integrity and in compliance with all applicable
laws and regulations. The Committee has been organized and empowered by the
full Board in order to:
- Serve as an independent and
objective component of the Board to ensure Board stewardship of its
responsibilities to shareholders and all other constituencies consistent
with best corporate governance practices;
- Monitor, review and appraise
regularly the corporate governance systems of checks and balances,
including the Corporation's code of ethics and standards of conduct
- Ensure continuous leadership
of the corporation through the Board membership nominating process and
The Committee is to be comprised of three or more directors
each of whom, in the judgment of the Board, has experience that would be
valuable in providing broad direction to the Board on all matters related to
corporate governance and who qualify as independent directors under the listing
standards of the New York Stock Exchange (the "NYSE"). The members of
the Committee are to be elected by the Board at the annual organizational
meeting of the Board and shall serve until their successors shall be duly
elected and qualified or until their earlier resignation or removal by the
Board. Unless a Chair is elected by the full Board, the members of the
Committee may designate a Chair by majority vote of the full Committee
membership on an annual basis.
The Committee may form subcommittees for any purpose that the Committee
deems appropriate and may delegate to such subcommittees such power and
authority as the Committee deems appropriate, to the extent permitted by
applicable law, regulation or listing standard.
The Committee shall meet at least four times annually. The
Committee shall meet each year to nominate the slate of Directors for approval
by the full Board and subsequent submission to stockholders in connection with
the Annual Meeting of Stockholders of the Corporation. The Committee shall meet
at such additional times as determined necessary or advisable by the Chair of
the Committee or a majority of the Committee.
Following each of its meetings, the Committee shall deliver a report on the
meeting to the Board, including a description of all actions taken by the
Committee at the meeting.
IV. RESPONSIBILITIES AND DUTIES
In furtherance of the Committee's purpose, and in addition
to any other responsibilities which may be properly assigned by the Board, the
Committee shall have the following responsibilities and duties:
- Recommend Board composition
- Define and recommend
necessary criteria for Board membership.
- Identify individuals
qualified to become Board members.
- Recommend selection processes
and procedures for identifying, recruiting, attracting and retaining Board
members, and implementation of such processes approved by the Board.
- Nominate a slate of Directors
for approvals by the Board and by the stockholders in connection with
Annual Meeting of Stockholders, in compliance with corporate
organizational documents and applicable law and the NYSE listing
- Review stockholder
nominations for candidacy to the Board, if any, and make recommendations
to the Board accordingly.
- Develop and evolve overall
corporate governance principles, procedures and practices of the
Corporation for continuous improvement purposes including but not limited
to the Corporation's Code of Ethics and Standards of Conduct.
- Establish and recommend, with
consideration of the requirements of the NYSE, to the Board all standards
of independence for corporate governance purposes, review potential
conflicts involving those independence standards and make recommendations
to the Board on the resolution of all such matters.
- Annually review and report to
the Board on the effectiveness of corporate governance procedures and the
Board as a governing body, including coordinating self-assessment of the
Board both collectively and individually.
- Maintain 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.
- Periodically review this
Charter, the Corporation's Certificate of Incorporation and Bylaws and the
charters of any committee of the Board, including the Audit Committee
Charter and the Compensation Committee Charter, and recommend any changes
or amendments to the the committee concerned and
to the Board, as the Committee deems appropriate, including changes
necessary to satisfy any applicable requirements of the NYSE, the
Securities and Exchange Commission ("SEC") and any other legal
or regulatory requirements.
- Review the Corporation's code
of ethics and standards of conduct program at least once annually, and
report on any amendments that may be needed to that program or to the Code
of Ethics and Standards of Compliance booklet.
- Periodically oversee the
operations of the Corporate Compliance & Ethics Council, including
meeting (in person or teleconference) at least quarterly with the Vice
President of Ethics and Compliance for Ethics and Compliance review
purposes, the training of corporate employees and consultants, the
monitoring and auditing programs implemented to ensure compliance with the
code of ethics and standards of conduct program, and the response to complaints
received by the Corporation (and actions taken thereon) regarding
compliance with legal or regulatory requirements or the Corporation's Code
of Ethics and Standards of Conduct.
- Review, with the
Corporation's counsel, legal compliance matters and any legal matter that
could have a significant impact on the Corporation.
- Retain and determine
compensation for, at the Corporation' expense, special outside legal,
accounting, or other advisors or consultants, as it deems necessary or
appropriate in its sole discretion in order to perform the duties of the
- Perform any other activities
consistent with this Charter, the Corporation's By-laws and governing law,
as the Committee or the Board deems necessary or appropriate.
- To do every other act
incidental to, arising out of or in connection with, or otherwise related
to, the authority granted to the Committee hereby or the carrying out of
the Committee's duties and responsibilities hereunder.
- Notwithstanding any of the
foregoing, the legal liability of any of the Committee members shall be no
greater than that of other members of the Board.
V. EVALUATION OF THE COMMITTEE
The Committee shall, on an annual basis, evaluate its
performance under this Charter. In conducting this review, the Committee shall
evaluate whether this Charter appropriately addresses the matters that are or
should be within its scope. The Committee shall address all matters that the
Committee considers relevant to its performance, including at least the
following: the adequacy, appropriateness and quality of the information and
recommendation presented by the Committee to the Board, the manner in which
they were discussed or debated, and whether the number and length of meetings
of the Committee were adequate for the Committee to complete its work in a
thorough and thoughtful manner. The Committee shall deliver to the Board a
report setting forth the results of its evaluation, including any recommended
amendments to this Charter and any recommended changes to the Company's or the
Board's policies, such changes shall include any modifications necessary to
satisfy any applicable requirements of the NYSE, the SEC and any other legal or
Adopted By Board of Directors of
The Titan Corporation
December 14, 2004