2003 Committee Charter : CRY
NOMINATING AND CORPORATE GOVERNANCE COMMITTEE
I. STATEMENT OF POLICY
Corporate governance is a structure within which directors and management can pursue effectively the objectives of the Corporation for the benefit of all its stakeholders (shareholders, employees, customers, and suppliers).
There shall be a committee of the Board of Directors to be known as the Nominating and Corporate Governance Committee. The Committee shall consist of a minimum of three directors. The Committee shall recommend for Board approval actions that enhance the Board's effectiveness in fulfilling its responsibilities. The Committee shall present recommendations to the full Board with respect to Board composition, oversight processes and qualified candidates for election and re-election as directors. The composition of the Committee shall at all times comply with New York Stock Exchange rules regarding independence.
In carrying out its responsibilities, the Committee believes its policies and procedures should remain flexible, in order to best react to changing conditions and to ensure the directors and shareholders that the nominating and corporate governance practices of the Corporation are in accordance with all requirements and are of the highest quality. The Committee shall meet at least four times annually, and shall meet with management on a regular basis.
In carrying out its responsibilities, the Committee will:
Identify, evaluate and recommend to the Board nominees for election as directors at each annual meeting of stockholders of the Corporation, and as otherwise required, whose experience and expertise will provide added value to the Board's oversight capabilities. In identifying and considering candidates, the Committee will be mindful of the importance of a diversely composed Board as well as the ability of each nominee to meet the time requirements of a Board position.
Committee members shall be appointed by the full Board and shall serve until the earlier of their resignation or removal by the Board.