2003 Committee Charter : WGR

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The purposes of the Nominating and Corporate Governance Committee (the "Committee") of
the Board of Directors (the "Board") of Western Gas Resources, Inc., (the "Company") shall be to
recommend to the Board individuals qualified to serve as directors of the Company and on committees
of the Board; to advise the Board with respect to the Board composition, procedures and committees; to
advise the Board with respect to the corporate governance principles applicable to the Company; and to
oversee the evaluation of the Board and the Company's Management.
The Committee shall be comprised of three or more directors who qualify as independent
directors ("Independent Directors") under the listing standards of the New York Stock Exchange (the
The members of the Committee shall be elected annually to one-year terms by majority vote of
the Board at the first meeting of the Board following the annual meeting of stockholders. Vacancies on
the Committee shall be filled by majority vote of the Board at the next meeting of the Board following the
occurrence of the vacancy. No member of the Committee shall be removed except by majority vote of
the Independent Directors then in office.
The Committee shall fix its own rules of procedure, which shall be consistent with the Bylaws of
the Company and this Charter. The Committee shall meet as provided by its rules, which shall be at
least four times annually or more frequently as circumstances require. The Committee shall designate
one member of the Committee as its Chairperson. The Chairperson of the Committee or a majority of
the members of the Committee may also call a special meeting of the Committee. A majority of the
members of the Committee present in person or by means of a conference telephone or other
communications equipment by means of which all persons participating in the meeting can hear each
other shall constitute a quorum.
The Committee may form subcommittees for any purpose that the Committee deems
appropriate and may delegate to such subcommittees such power and authority as the Committee
deems appropriate; provided, however, that no subcommittee shall consist of fewer than two members;
and provided further that the Committee shall not delegate to a subcommittee any power or authority
required by any law, regulation or listing standard to be exercised by the Committee as a whole.
The Committee may request that any directors, officers or employees of the Company, or other
persons whose advice and counsel are sought by the Committee, attend any meeting of the Committee
to provide such pertinent information as the Committee requests.
Following each of its meetings, the Committee shall deliver a report on the meeting to the
Board, including a description of all actions taken by the Committee at the meeting. The Committee
shall keep written minutes of its meetings, which minutes shall be maintained with the books and
records of the Company.
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A. Board Candidates and Nominees
The Committee shall have the following goals and responsibilities with respect to Board
candidates and nominees:
(a) To establish procedures for evaluating the suitability of potential director nominees proposed
by management or shareholders.
(b) To recommend to the Board the director nominees for election by the stockholders or
appointment by the Board, as the case may be, pursuant to the Bylaws of the Company, which
recommendations shall be consistent with the Board's criteria for selecting new directors. Such criteria
include the possession of such knowledge, experience, skills, expertise and diversity so as to enhance
the Board's ability to manage and direct the affairs and business of the Company, including, when
applicable, to enhance the ability of committees of the Board to fulfill their duties and/or to satisfy any
independence requirements imposed by law, regulation or NYSE listing requirement.
(c) To review the suitability for continued service as a director of each Board member when his
or her term expires and when he or she has a significant change in status, including but not limited to an
employment change, and to recommend whether or not the director should be re-nominated.
B. Board Composition and Procedures
The Committee shall have the following goals and responsibilities with respect to the
composition and procedures of the Board as a whole:
(a) To review annually with the Board the composition of the Board as a whole and to
recommend, if necessary, measures to be taken so that the Board reflects the appropriate balance of
knowledge, experience, skills, expertise and diversity required for the Board as a whole and contains at
least the minimum number of Independent Directors required by the NYSE.
(b) To review periodically the size of the Board and to recommend to the Board any appropriate
(c) To make recommendations on the frequency and structure of Board meetings.
(d) To make recommendations concerning any other aspect of the procedures of the Board that
the Committee considers warranted, including but not limited to procedures with respect to the waiver by
the Board of any Company rule, guideline, procedure or corporate governance principle.
C. Board Committees
The following shall be the goals and responsibilities of the Committee with respect to the
committee structure of the Board:
(a) To make recommendations to the Board regarding the size and composition of each
standing committee of the Board of Directors, including the identification of individuals qualified to serve
as members of a committee, including the Committee, and to recommend individual directors to fill any
vacancy that might occur on a committee, including the Committee.
(b) To monitor the functioning of the committees of the Board and to make recommendations for
any changes, including the creation and elimination of committees.
(c) To review annually committee assignments and the policy with respect to the rotation of
committee memberships and/or chairpersonships, and to report any recommendations to the Board.
(d) To recommend that the Board establish such special committees as may be desirable or
necessary from time to time in order to address ethical, legal or other matters that may arise. The
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Committee's power to make such a recommendation under this Charter shall be without prejudice to the
right of any other committee of the Board, or any individual director, to make such a recommendation at
any time.
D. Corporate Governance
The following shall be the goals and responsibilities of the Committee with respect to corporate
(a) To develop and recommend to the Board a set of corporate governance principles for the
Company, which shall be consistent with any applicable laws, regulations and listing standards. At a
minimum, the corporate governance principles developed and recommended by the Committee shall
address the following:
i. Director qualification standards. The qualification standards established by the
Committee must reflect at a minimum the independence requirements of the NYSE.
The Committee shall consider whether it is in the best interest of the Company to limit
the number of corporate boards on which a director may serve.
ii. Directors responsibilities.
iii. Director access to management and, as necessary and appropriate,
iv. Director compensation.
v. Director orientation and continuing education.
vi Management succession, including policies and principles for the selection and
performance review of the chief executive officer, as well as policies regarding
succession in the event of an emergency or the retirement of the chief
executive officer.
(b) To review periodically, and at least annually, the corporate governance guidelines adopted
by the Board to assure that they are appropriate for the Company, and to recommend any desirable
changes to the Board.
E. Evaluation of the Board and Management
The Committee shall be responsible for overseeing the evaluation of the Board as a whole and
the management of the Company, including the Chief Executive Officer of the Company. The
Committee shall establish procedures to allow it to exercise this oversight function.
The Committee shall, on an annual basis, evaluate its performance under this Charter. In
conducting this review, the Committee shall evaluate whether this Charter appropriately addresses the
matters that are or should be within its scope. The Committee shall address all matters that the
Committee considers relevant to its performance, including at least the following: the adequacy,
appropriateness and quality of the information and recommendations presented by the committee to the
Board, the manner in which they were discussed or debated, and whether the number and length of
meetings of the Committee were adequate for the Committee to complete its work in a thorough and
thoughtful manner.
The committee shall deliver to the Board a report setting forth the results of its evaluation,
including any recommended amendments to this Charter and any recommended changes to the
Company's or the Board's policies or procedures.
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The Committee may conduct or authorize investigations into or studies of matters within the
Committee's scope of responsibilities, and may retain, at the Company's expense, such independent
counsel or other advisors as it deems necessary. The Committee shall have the sole authority to retain
or terminate any search firm to be used to identify director candidates, including sole authority to
approve the search firm's fees and other retention terms, such fees to be borne by the Company.