About Fluor What's New Industries & Services Investor Careers Media Communities Papers Projects Health, Safety and Environmental
Investor Relations
Fluor at a Glance
Stock Information
Corporate News
Corporate Governance
Financial Information
Presentations
Calendar
FAQs
Email Alert
Information Request
Printer Friendly Version

Governance Committee Charter

A. PURPOSE AND ACTIVITIES

Statement of Purpose

The Governance Committee (the "Committee") shall provide assistance to the Company's Board in fulfilling its responsibility for ensuring the effective governance of the Company. In connection therewith, the Committee shall:

  • identify individuals qualified to become members of the Board consistent with criteria approved by the Board, and recommend to the Board the director nominees for the next annual meeting of the shareholders;
  • seek to ensure the independence and quality of the Board;
  • develop and recommend to the Board the Corporate Governance Guidelines and codes of conduct and ethics applicable to the Company; and
  • oversee the annual evaluation of the Board.

Responsibilities

The primary responsibilities of the Committee are to oversee and monitor the Company's corporate governance policies and procedures and to regularly report the results of its activities to the Board. In discharging its oversight role, the Committee has the authority, without seeking approval of the Board, to engage, retain and terminate, when appropriate, independent legal counsel, search firms and other advisors it determines necessary to carry out its responsibilities and shall receive appropriate funding from the Company, as determined by the Committee, for payment of compensation to any such advisors. To assist it in carrying out its responsibilities, the Committee may delegate any portion of its responsibilities to a subcommittee denominated by it.

As part of its responsibilities, the Committee shall:

  • Seek and identify individuals qualified to become members of the Board consistent with criteria approved by the Board, consider management's and stockholder's recommendations for director candidates and recommend to the Board qualified director nominees.
  • Review the qualifications of and make recommendations to the Board regarding prospective candidates for the Board, including any candidates recommended by stockholders.
  • Identify directors qualified to serve on the various committees of the Board and recommend to the Board qualified nominees for membership in each such committee.
  • Monitor the independence requirements for membership on, and the independence of members of, the Board, the Audit Committee, the Organization and Compensation Committee, the Committee and other committees of the Board and make recommendations to the Board with respect to independence of Board and Committee members.
  • Prior to each annual meeting of the stockholders, recommend to the Board the individuals to constitute the nominees of the Board.
  • Oversee the annual evaluation of the Board. An assessment of the performance of the Board shall be discussed with the Board annually.
  • The Committee shall also review the continued appropriateness of Board membership when a director changes jobs or agrees to serve on an additional board of directors.
  • Evaluate the membership, membership criteria, adequacy of charters, performance and functioning of the committees, including this Committee, at least annually, and recommend any changes to the Board.
  • Review Board compensation with management annually and recommend any changes to the Board.
  • Establish stock ownership guidelines for directors and monitor compliance therewith;
  • Consider questions of possible conflicts of interest of Board members and management.
  • Review and assess the adequacy of the Corporate Governance Guidelines at least annually, and recommend proposed changes to the Board for approval.
  • Review and assess the adequacy of the Company's codes of conduct and ethics that are applicable to directors, at least annually, and recommend proposed material changes to the Board for approval.
  • Review and make recommendations regarding the Company's domestic and international policies, programs, position and strategies in relation to public issues deemed significant by the Committee or which may be referred to the Committee by the Board or by management.
  • Review and make recommendations regarding the Company's general policy relating to the support of business, charitable, educational and political organizations.
  • Monitor the orientation process for new directors and advise directors on suggestions for their continuing education.
  • Identify likely candidates and facilitate the election of the Lead Independent Director by the independent directors.
  • Report regularly to the full Board with respect to the Committee's performance of its responsibilities under this Charter.

B. MEMBERSHIP

The Committee shall consist of at least five directors appointed annually by the Board on the recommendation of the Governance Committee, all of whom shall be "independent directors." For purposes hereof, an "independent director" means a director who satisfies the "independence" requirements of the New York Stock Exchange, and any other applicable law, rules and regulations, as determined by the Board. The Board shall designate one member as the Chair. The Board may replace Committee members.

C. MEETINGS

The Committee shall meet quarterly, prior to the regular meetings of the Board of Directors. The Committee shall meet more frequently to the extent deemed necessary or appropriate by its members. At each regular meeting of the Board, the Committee shall report to the full Board with respect to the Committee's meetings, activities and performance of its responsibilities under this Charter. A majority of the Committee shall constitute a quorum.

Last Revised: 4/27/2005