Charter of the Corporate Governance and Nominating Committee
Adopted March 2004
This Charter governs the operations of the Corporate Governance and Nominating Committee (the "CGNC") of the Board of Directors (the "Board") of CACI International Inc. (the "Company").
The Governance and Nominating Committee reviews and reports to the Board periodically on matters of corporate governance. The Committee shall develop, and recommend to the whole Board, a set of corporate governance principles (the "Governance Principles") and review the effectiveness of the Governance Principles periodically and recommend any proposed revisions to the Board. The Committee reviews, monitors, and evaluates the effectiveness of the Board and recommends to the whole Board the size, and composition of the Board, and the Governance Principles for effective operation of the Board. The Committee, also, recommends to the Board a set of general criteria and qualifications for membership on the Board and assists the Board in identifying qualified individuals for Board membership. The Committee's goal is to assure that the composition, practices, and operation of the Board contribute to the effectiveness of the Board, to value creation, and to effective representation of CACI shareholders.
The Committee shall consist of three or more independent directors as defined in relevant NYSE listing rules and law. Further, for purposes of this Charter, a director must be independent as defined by the requirements of the New York Stock Exchange (the "NYSE") and the corporate Governance Principles applicable to the Company. A Director's independence is determined by the Board, employing those standards as minimum standards, in the exercise of its business judgment. The Board, by majority vote and taking into account the recommendation of the CGNC, shall appoint each member of the CGNC, and from such members so appointed, appoint a chairperson of the CGNC. Ordinarily, such appointments will take place at the regular meeting of the Board held on or about the date of the annual shareholders meeting. The members of the CGNC shall serve until their successors are appointed and qualified. The Board shall have the power at any time to change the membership of the CGNC and to fill vacancies on the Committee, subject to new members satisfying the independence requirement.
Committee Authority and Responsibilities
The Committee meets quarterly or as needed. A majority of the CGNC members will constitute a quorum. The CGNC shall have the authority to act on the affirmative vote of a majority of the Committee members, and such act will be the act of the CGNC. The minutes of the CGNC meetings shall be filed in the records of the Company. The Committee may invite to its meetings any Director, officer of the Company or such other person as it deems appropriate in order to assist it in performing its responsibilities. The Committee reports its activities and recommendations to the Board.
Regular meetings of the CGNC shall be called according to the schedule for the year approved by the CGNC. Special meetings of the CGNC may be called by the chairperson, a majority of the members of the CGNC, the Board chairperson, or by a majority of the Board.
The CGNC chairperson shall meet as needed with the Board chairperson to coordinate the activities of the CGNC with other Committees of the Board, to review the anticipated use of corporate resources, and to apprise the Board chairperson of anticipated changes in policies or procedures so that the actions of the Board are coordinated for the benefit of CACI's shareholders and employees.
The Committee shall have the following responsibilities
The Committee will undertake such additional activities within the scope of its primary functions as the Committee or the Board may from time to time determine.