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
- 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
- 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;
- oversee the annual evaluation of the Board.
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
- 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
- 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
- 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.
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
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