LEUCADIA NATIONAL CORPORATION
NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER
This Nominating & Corporate Governance Committee Charter (this "Charter") was
adopted by the Board of Directors (the "Board") of Leucadia National Corporation
(the "Company") on March 9, 2004, effective April 1, 2004.
This Charter is intended as a component of the flexible framework within which
the Board, assisted by its committees, directs the affairs of the Company. While
it should be interpreted in the context of all applicable laws, regulations and
listing requirements, as well as in the context of the Company's Certificate of
Incorporation and By Laws, it is not intended to establish by its own force any
legally binding obligations.
The Nominating and Corporate Governance Committee (the "Committee") shall assist
the Board by: (i) identifying individuals qualified to serve as directors
consistent with criteria approved by the Board, and where appropriate, screening
and reviewing such individuals and recommending to the Board candidates for
election at the annual meeting of shareholders to fill Board vacancies; (ii)
developing and recommending to the Board a set of corporate governance
principles; (iii) overseeing the evaluation of the Board and management; and
(iv) conducting an annual performance evaluation of the Committee.
In discharging its role, the Committee is empowered to investigate any matter
brought to its attention with access to all books, records, facilities and
personnel of the Company. The Committee has the power to retain outside counsel,
director search and recruitment consultants or other experts and will receive
adequate funding from the Company to engage such advisors. The Committee shall
have the authority to retain, compensate, terminate and oversee director search
and recruitment consultants.
II. COMMITTEE MEMBERSHIP
The Committee shall consist of not less than three members of the Board, each of
whom has been determined by the Board to be "independent" in accordance with
applicable rules of the New York Stock Exchange.
III. COMMITTEE MEETINGS
The Committee shall meet on a regularly-scheduled basis at least once per year,
or more frequently as circumstances dictate.
IV. KEY RESPONSIBILITIES
The following responsibilities are set forth as a guide with the understanding
that the Committee may diverge as appropriate given the circumstances. The
Committee is authorized to carry out these and such other responsibilities
assigned by the Board from time to time, and take any actions reasonably related
to the mandate of this Charter.
To fulfill its purpose, the Committee shall:
1. identify, screen and review individuals qualified to serve as
directors, consistent with criteria approved by the Board, and, in
consultation with the Chairman of the Board and the President of the
Company, recommend to the Board the nominees for election or
re-election at the next annual meeting of shareholders and for filling
any Board vacancies;
2. oversee the evaluation of the Board and management;
3. establish and recommend to the Board, oversee the implementation and
effectiveness of and recommend modifications as appropriate to, the
Company's Corporate Governance Guidelines;
4. review and recommend to the Board for approval any changes in the
compensation of directors;
5. conduct an annual self-evaluation of the performance of the Committee,
including its effectiveness and compliance with this Charter;
6. review and reassess the adequacy of this Charter annually, and amend
as the Committee deems appropriate; and
7. report regularly to the Board on Committee findings, recommendations
and any other matters the Committee deems appropriate or the Board
requests, and maintain minutes or other records of Committee meetings.