2003 Committee Charter : LSS

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AMENDED AND RESTATED
CHARTER OF THE
CORPORATE GOVERNANCE COMMITTEE OF
LONE STAR TECHNOLOGIES, INC.
(Adopted by the Corporate Governance Committee on November 6, 2002
and adopted on December 3, 2002 and amended on March 20, 2003 by the Board of Directors)
I. PURPOSE
This Charter (the "Charter") shall govern the operations of the Corporate Governance
Committee (the "Committee") of the Board of Directors (the "Board") of Lone Star
Technologies, Inc., a Delaware corporation (the "Company"). The purpose of this Charter is to
assist and direct the Committee in performing the following primary responsibilities:
  • General corporate oversight, including oversight of the evaluation of the Board and
    the Company's management;
  • Identify individuals qualified to become Board members and recommend such
    individuals to the Board for selection as director nominees for the next annual
    meeting of stockholders and to fill vacancies as they occur among the directors;
  • Develop and recommend to the Board a set of corporate governance principles and
    guidelines (the "Guidelines") applicable to the Company (NYSE Manual 303A, 9
    (Proposed)); The Guidelines, when adopted, will be attached to this Charter;
  • Develop and recommend to the Board a code of business conduct and ethics (the
    "Code") applicable to the Company (NYSE Manual 303A, 10 (Proposed)); and a
    code of ethics for senior financial officers applicable to the Company's principal
    financial officer and principal accounting officer or persons performing similar
    functions (the "Financial Officers Code"); (Sabanes-Oxley 406). The Code and the
    Financial Officers Code, when adopted, will be attached to this Charter;
  • Following the adoption of the Guidelines, the Code and the Financial Officers Code,
    periodically review and reassess the adequacy of the Guidelines, the Code and the
    Financial Officers Code and recommend any proposed changes to the Board;
  • Recommend changes to the Company's Certificate of Incorporation and Bylaws as
    appropriate;
  • Make recommendations to the Board regarding the selection of the Company's Chief
    Executive Officer; and
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  • Review the Chief Executive Officer's nominees for other officers of the Company
    and make recommendations to the Board regarding such nominees.
    (NYSE Manual 303A, 4(b) (Proposed))
    II. COMPOSITION
    The Committee shall be comprised of three or more directors, each of whom has been
    affirmatively determined by the Board to be an "independent director" satisfying the standards
    and rules of the New York Stock Exchange (the "NYSE") (NYSE Manual 303A, 2
    (Proposed)). The affirmative determination by the Board that Committee members are
    independent directors shall be made no later than the first Board meeting held after the standards
    and rules of the NYSE regarding director independence are adopted.
    Members of the Committee shall be elected by the Board at the annual meeting of the
    Board to serve until their successors are duly elected and qualified. If a member is unable to
    serve a full term, the Board shall elect a replacement. The Chair of the Committee shall rotate
    periodically among members at the discretion of the Board.
    III. MEETINGS
    The Committee shall meet at least twice annually, and more frequently as circumstances
    dictate in order to accomplish the purposes and goals set forth in this Charter. Committee
    meetings and communications shall be either in person or by conference telephone call. Minutes
    shall be prepared for each meeting of the Committee, which minutes shall be submitted to the
    Committee for approval at a later meeting. The minutes of all meetings of the Committee shall be
    sent to the Secretary of the Company for filing.
    IV. GOALS AND RESPONSIBILITIES
    The goals and responsibilities of the Committee are as follows:
    Recommendations Regarding Selection of Directors and Officers
    1. Seek out director candidates who are qualified on the basis of the following selection
    criteria (the "Director Selection Criteria"): broad experience, wisdom, integrity,
    ability to make analytical inquiries, industry or other special knowledge,
    understanding of the Company's business environment and willingness to devote
    adequate time to Board duties. (NYSE Manual 303A, 4(b)(ii) (Proposed))
    2. In its sole authority, (a) retain and terminate any search firm to be used to identify
    director candidates and (b) approve the search firm's fees and other retention terms.
    (NYSE Manual 303A, 4, Commentary (Proposed))
    3. Be available to the Chairman of the Board and other directors for consultation
    concerning candidates for director positions.
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    4. Consider proposed candidates, whether submitted by directors, officers, employees,
    stockholders or others, in light of the Director Selection Criteria (provided such
    nominees are submitted in accordance with the provisions of the Company's Bylaws).
    5. Recommend to the Board, consistent with the Company having a majority of
    independent directors, the names of qualified persons (on the basis of the Director
    Selection Criteria) to be nominated for election (or re-election) as directors prior to
    each annual meeting and to fill vacancies as they occur among the directors. (NYSE
    Manual 303A, 1 and 4(b)(i) (Proposed))
    6. Recommend to the Board nominees for election as the chairs and members of the
    committees of the Board, with the exception of this Committee.
    7. Make recommendations to the Board regarding the selection of the Company's Chief
    Executive Officer.
    8. Review the Chief Executive Officer's nominees for other officers of the Company
    and make recommendations to the Board regarding such nominees.
    Review of Director Selection Criteria, Basic Corporate Documents and Organizational
    Issues
    9. Review corporate governance trends, issues and best practices.
    10. Review, assess and recommend to the Board changes to the Director Selection
    Criteria.
    11. Annually review and make recommendations to the Board regarding the Company's
    management structure and organization, management development and succession
    plans.
    12. Review the Company's Certificate of Incorporation and Bylaws and make
    recommendations to the Board regarding any suggested revisions to such documents.
    13. Review and assess the adequacy of this Charter, the Guidelines and the Code and
    make recommendations to the Board regarding any suggested revisions to such
    documents. (NYSE Manual 303A, 4(b)(i) (Proposed))
    Performance Review of the Board and the Company's Management
    14. Recommend to the Board criteria and procedures for assessing the performance of
    current members of the Board and of the Company's management. Those criteria and
    procedures, when adopted separately or as part of the Guidelines, will be attached to
    this Charter.
    15. Conduct an annual survey of the directors to identify areas of improvement for the
    Board and its committees.
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    16. Assess and report at least annually to the Board on the performance of the Board and
    the Company's management. (NYSE Manual 303A, 4(b)(ii) (Proposed))
    17. Annually perform an evaluation of the Committee's performance, report the results of
    such evaluation to the Board and receive directions or suggestions from the Board on
    areas in which the Committee's performance could be improved. (NYSE Manual
    303A, 4(b)(iii) (Proposed))
    18. To the extent appropriate, discuss with, or provide information to, the Company's
    Chief Executive Officer in connection with his or her annual certification to the
    NYSE regarding any violations of the NYSE's corporate governance listing
    standards. (NYSE Manual 303A, 12) (Proposed))
    Miscellaneous
    19. Confirm, at least annually, that the members of the Committee continue to meet all
    NYSE requirements for independence.
    20. Report regularly to the Board.
    21. Form and delegate authority to subcommittees when appropriate.
    22. Obtain advice and assistance from internal or external legal, accounting or other
    advisors.
    23. Cause the Company to (i) maintain on its website copies of this Charter, the
    respective charters of the Audit Committee and the Human Resources Committee, the
    Guidelines and the Code and (ii) indicate in its annual report that such information is
    available on the Company's website or in printed form upon request. (NYSE Manual
    303A, 9 - Commentary (Proposed))