WESTAR ENERGY, INC
A Kansas corporation
(the “Company”)
Nominating and Corporate Governance Committee Charter
Adopted December 10, 2003

Purpose
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 committees;
  • 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 directors; and
  • 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.

Membership
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.

Authority and Responsibilities
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.

Board/Committee Nominees

  • The Committee shall oversee searches for and identify qualified individuals for membership on the Company’s Board of Directors.
  • 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.

Evaluating the Board

  • 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.

Director Compensation

  • The Committee shall review and approve compensation (including equity-based compensation) for the Company’s directors.

Corporate Governance Matters

  • 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 Board.
  • 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.

Reporting to the Board

  • 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 Board.
  • 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.

Procedures
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 retention terms.

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.