2003 Committee Charter : LSS
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)
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:
the Company's management;
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;
guidelines (the "Guidelines") applicable to the Company (NYSE Manual §303A, ¶9
(Proposed)); The Guidelines, when adopted, will be attached to this Charter;
"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;
periodically review and reassess the adequacy of the Guidelines, the Code and the
Financial Officers Code and recommend any proposed changes to the Board;
Executive Officer; and
and make recommendations to the Board regarding such nominees.
(NYSE Manual § 303A, ¶ 4(b) (Proposed))
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.
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.
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
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
9. Review corporate governance trends, issues and best practices.
10. Review, assess and recommend to the Board changes to the Director Selection
11. Annually review and make recommendations to the Board regarding the Company's
management structure and organization, management development and succession
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
15. Conduct an annual survey of the directors to identify areas of improvement for the
Board and its committees.
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))
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
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))