& Corporate Governance Committee Charter
The Nominating and
Corporate Governance Committee (the “Committee”) is appointed by the Board
Directors (the “Board”) of Administaff, Inc. (the “Company”) to (1)
identify individuals qualified to become Board members, consistent with the
criteria for selection approved by the Board; (2) to recommend to the Board
a slate of director nominees to be elected by the stockholders at the next
annual meeting of stockholders and, when appropriate, director appointees to
take office between annual meetings; (3) to develop and recommend to the
Board a set of corporate governance guidelines for the Company; and (4) to
oversee the evaluation of the Board and management.
The Committee shall
consist of a number of directors fixed from time to time by the Board of
Directors, not less than two. The members of the Committee shall be
appointed and may be removed by the Board in its discretion. The Committee
shall comply with the independence requirements of The New York Stock
The Committee shall meet
as often as its members shall determine to be necessary, or as meetings may
be called by the Chair of the Committee, any two members of the Committee
or the Chairman of the Board, but in any event shall meet at least four
times each year. The Committee may invite members of management or others
to attend meetings and/or to furnish pertinent information. The Committee
may also meet in executive session as required. The Board shall appoint one
member of the Committee as Chair. The Chair of the Committee shall be
responsible for scheduling all meetings of the Committee, determining the
agenda for each meeting (following consultation with other members of the
Committee and with management), presiding over meetings of the Committee
and coordinating reporting to the Board. In the absence of the Chair, the
majority of the members of the Committee present at a meeting shall appoint
a member to preside at the meeting.
The Committee may form
and delegate authority to subcommittees when appropriate.
The Committee shall make
regular reports to the Board and all actions of the Committee shall be
reported to the Board at the next regular meeting of the Board.
The Committee shall:
1. Search for, identify
and recommend to the Board, consistent with criteria approved by the Board,
the slate of qualified nominees of directors to be elected by the
stockholders (and any directors to be elected by the Board to fill
vacancies or newly created directorships between annual meetings). As part
of its process, the Committee shall consider and evaluate nominees proposed
2. Determine and
recommend to the Board for approval qualifications for Board membership,
including matters such as independence, term limits, age limits, the nature
and timing of service on other boards, the ability of former employees to
serve on the Board and the Board’s having an appropriate mix of backgrounds
and skills. The Committee shall also evaluate whether it is appropriate to
adopt minimum qualifications that must be met by prospective nominees to
the Board, qualities or skills that the Committee believes are necessary
for one or more of the Company’s directors to possess, and standards for
the overall structure of the Company’s Board.
3. Recommend committee
assignments for directors to the Board as openings occur on committees of
the Board, or as rotations of committee assignments are deemed advisable by
the Board upon recommendation from the Committee. The Committee shall
recommend committee assignments in accordance with the membership
requirements specified in the Charter of each committee, and with due
consideration given to each committee’s annual assessment of its
composition, performance and effectiveness.
4. Actively and directly
review and report to the Board on the performance of the chief executive
officer and members of senior management.
5. Develop and recommend
to the Board a set of corporate governance guidelines for approval; once
adopted, periodically, but at least annually, evaluate the adequacy of the
corporate governance guidelines and, as needed, recommend any modifications
to the Board for approval.
6. Develop and recommend
to the Board for approval a self-evaluation process for the Board and its
committees, and oversee the Board’s annual self-evaluations. In conducting
its assessment, the Committee will solicit comments from all directors and
may employ such other means as it may deem appropriate in conducting the
7. Develop and make
recommendations to the Board for approval standards and processes for
determining the independence of Board members that meets the requirements
of The New York Stock Exchange and applicable laws and regulations. In
addition, in accordance with such processes and using such standards, the
Committee shall conduct a preliminary review of the independence of each
Board member and provide the findings and make recommendations to the full
Board regarding the independence of each Board member.
8. Review directorships
in other public companies held by or offered to directors and senior
management of the Company.
9. Report regularly to
10. Exercise such other
duties and responsibilities as may be assigned by the Board from time to
In exercising its
authority, duties and responsibilities under this Charter, the Committee
shall have and may exercise all the powers and authority of the Board. The
Committee shall have the sole authority to retain and terminate any search
firm engaged to assist in identifying director candidates, including the
sole authority to approve related fees and retention terms. The Committee
shall be assisted by appropriate corporate staff, and in addition, the
Committee may obtain assistance from such other persons, who need not be
employees of the Company, or organizations as it may deem appropriate, with
the expenses incurred in their use to be paid by the Company. The foregoing
authority includes obtaining advice and assistance from internal or
external legal, accounting or other advisors or consultants.
Annual Review of
Charter and Performance
At least annually, the
Committee shall review and reassess the adequacy of this Charter. The
Committee shall report the results of the review to the Board and, if
necessary, recommend that the Board amend this Charter. The Committee shall
annually review its own performance.
As adopted by the Board
of Directors on November 18, 2003.