WESTAR ENERGY, INC
A Kansas corporation
Nominating and Corporate
Governance Committee Charter
The Nominating and Corporate
Governance Committee (the “Committee”) is created by the Board of Directors of
the Company to:
- identify individuals qualified to become
directors, and recommend to the Board nominees for election at the next
annual or special meeting of shareholders at which directors are to be
elected or to fill any vacancies or newly created directorships that may
occur between such meetings;
- recommend directors for appointment to Board
- recommend to the Board procedures through which
director independence may be determined;
- oversee the evaluation of the Board;
- oversee and set compensation for the Company’s
- develop and recommend to the Board the Corporate
Governance Guidelines and Code of Business Conduct and Ethics of the
Company and oversee compliance with such Guidelines and Code.
The Committee shall consist
of at least three and no more than six members, comprised solely of independent
directors meeting the independence requirements of the New York Stock Exchange.
Annually, or as vacancies or newly created positions may occur in the interim,
the independent members of the Board shall recommend Committee members and a
Chairman to the Board. Committee members and a Chairman shall be appointed by
the Board and may be removed by the Board at any time.
In addition to any other
responsibilities which may be assigned from time to time by the Board, the
Committee is responsible for the following matters.
- The Committee shall oversee searches for and
identify qualified individuals for membership on the Company’s Board of
- The Committee shall establish criteria for Board
and Board committee membership, including as to director independence, and
shall recommend individuals for membership on the Company’s Board of
Directors and directors for appointment to the committees of the Board. In
making its recommendations, the Committee shall consider any factors that
are set forth in the Company’s Corporate Governance Guidelines or any
other factors as are deemed appropriate by the Committee.
- At least annually, the Committee shall lead the
Board in a self-evaluation to determine whether it and its committees are
functioning effectively. The Committee shall oversee the evaluation
process and report on such process and the results of the evaluations,
including any recommendations for proposed changes, to the Board.
- The Committee shall review and approve compensation (including
equity-based compensation) for the Company’s directors.
- The Committee shall develop and recommend to the
Board the Corporate Governance Guidelines and Code of Business Conduct and
Ethics for the Company. At least annually, the Committee shall review and
reassess the adequacy of such Corporate Governance Guidelines and Code of
Business Conduct and Ethics and recommend any proposed changes to the
- The Committee shall be responsible for any tasks
assigned to it in the Company’s Corporate Governance Guidelines.
- The Committee shall oversee compliance with the
Company’s Corporate Governance Guidelines and Code of Business Conduct and
Ethics and report on such compliance to the Board. The Committee shall
also review and consider any requests for waivers of the Company’s
Corporate Governance Guidelines or Code of Business Conduct and Ethics for
the Company’s directors, executive officers, and other senior financial
officers, and shall make a recommendation to the Board with respect to
such request for a waiver.
- The Committee shall review potential conflicts
of interest involving directors and shall determine whether such director
or directors may vote on any issue as to which there may be a conflict.
- The Committee shall report to the Board
periodically. This report shall include a review of any recommendations or
issues that arise with respect to Board or committee nominees or
membership, Board performance, corporate governance or any other matters
that the Committee deems appropriate or is requested to be included by the
- At least annually, the Committee shall evaluate
its own performance and report to the Board on such evaluation.
- The Committee shall periodically review and
assess the adequacy of this charter and recommend any proposed changes to
the Board for approval.
The Committee shall meet as
often as it determines is appropriate to carry out its responsibilities under
this charter, including in periodic executive sessions without management
participation. The Chairman of the Committee, in consultation with the other
Committee members, shall determine the frequency and length of the Committee
meetings and shall set meeting agendas consistent with this charter.
The Committee has the sole
authority to retain and terminate any search firm assisting the Committee in
identifying director candidates, including sole authority to approve all such
search firm’s fees and other retention terms. In addition, the Committee has
the sole authority to retain and terminate any compensation consultant
assisting the Committee in the evaluation of director compensation, including
sole authority to approve all such compensation consultant’s fees and other
The Committee may delegate its
authority to subcommittees or the Chairman of the Committee when it deems
appropriate and in the best interests of the Company. The Chairman of the
Committee shall designate a person (who need not be a member of the Committee)
to keep minutes of its meetings. The minutes shall be retained by the Corporate
Secretary of the Company.