The Nominating/Corporate Governance Committee (the “Committee”) shall provide assistance to the Board of Directors in:
1. Identifying individuals qualified to become directors and selecting, or recommending that the Board select, the candidates for all directorships to be filled by the Board of Directors or by the stockholders; and
2. Developing and recommending to the Board a set of corporate governance principles applicable to the Company.
II. STRUCTURE AND OPERATIONS
Composition and Qualifications
The Committee shall be comprised of at least three members of the Board, each of whom is determined by the Board to be “independent” in accordance with the rules of the New York Stock Exchange;
Appointment and Removal
The members of the Committee shall be appointed by the Board. The members of the Committee may be removed, with or without cause at the discretion of the Board.
The Committee shall meet at least one time per year or more frequently as circumstances dictate. The Chairman of the Board or any member of the Committee may call meetings of the Committee. All meetings of the Committee may be held telephonically.
All directors who are not members of the Committee may attend meetings of the Committee but may not vote. Additionally, the Committee may invite to its meetings other persons as it deems appropriate in order to carry out its responsibilities.
IV. RESPONSIBILITIES AND DUTIES
The Committee shall carry out the duties and responsibilities contemplated by this Charter and any other relevant responsibilities and duties delegated to it by the Board from time to time.
The Committee, in discharging its oversight role, is empowered to retain and to terminate any search firm to be used to assist it in identifying candidates to serve as directors of the Company, including the sole authority to approve fees payable to such search firm and any other terms of retention.
The Committee will consider candidates for Board membership suggested to it by its members, other members of the Board, management of the Company and by stockholders of the Company. A stockholder may recommend any person for consideration as a nominee for director of the Company by writing to the Committee c/o the Secretary of the Company. Stockholder recommendations should be received no later than January 31 prior to the next scheduled Annual Meeting of Stockholders to be considered for election at such Meeting. Stockholder recommendations must comply with all applicable requirements of the By-Laws of the Company and all applicable laws, rules and regulations including, without limitation, the applicable rules and regulations of the New York Stock Exchange. The procedures for the Committee in considering a nominee for a director recommended by a stockholder will be no different than the procedures for candidates recommended by members of the Committee, members of the Board or by management of the Company.
The Committee shall make its recommendation to the full Board as to any person or persons it believes should be nominated by the Board and the full Board shall then determine the action, if any, to be taken with respect to such nominees or nominees.
Board Selection, Composition and Evaluation
1. Establish criteria for the selection of new directors to serve on the Board. Such criteria shall be based on the following principles and such other relevant factors as the Committee deems appropriate:
§ character, judgment, personal and professional ethics, integrity, values and familiarity with national and international issues affecting business;
§ depth of experience, skills and knowledge complementary to other Board members and the Company’s business; and
§ willingness to devote sufficient time to carry out the duties and responsibilities effectively.
2. Identify individuals believed to be qualified as candidates to serve on the Board and select, or recommend that the sitting members of the Board select, the candidates for all directorships to be filled by the Board or by the stockholders at an annual or special meeting.
3. Conduct all necessary and appropriate inquiries into the backgrounds and qualifications of possible candidates.
4. Consider questions of independence and possible conflicts of interest of members of the Board and senior management of the Company.
5. Review and make recommendations, as the Committee deems appropriate, regarding the composition and size of the Board in order to ensure the Board has the requisite expertise and its membership consists of persons with sufficiently diverse and independent backgrounds.
6. At least annually, and as circumstances otherwise dictate, oversee the evaluation of the Board of Directors.
Committee Selection, Composition
7. Recommend members of the Board to serve on the various committees of the Board.
8. Recommend members of the Board of Directors to serve as the Chairperson of the committees of the Board.
9. Develop and recommend to the Board of Directors a set of corporate governance principles and keep abreast of developments with regard to corporate governance to enable the Committee to make recommendations to the Board in light of such developments as may be appropriate.
Management Development and Continuity
10. Oversee and discuss as necessary and appropriate management continuity and development.
11. Report following meetings of the Committee as necessary and appropriate to the Board of Directors with respect to such matters as are relevant to the Committee’s discharge of its responsibilities and with respect to such recommendations as the Committee may deem appropriate.
12. Maintain minutes or other records of meetings and activities of the Committee.
V. ANNUAL PERFORMANCE EVALUATION
The Committee shall provide the Board with a performance self-evaluation on an annual basis.