CHARTER OF THE NOMINATING AND CORPORATE GOVERNANCE COMMITTEE
2004 Committee Charter : CNX
The Nominating and Corporate Governance Committee (the "Committee") of the Board of Directors ("Board") of CONSOL Energy Inc. (the "Company") is appointed by, and generally acts on behalf, of the Board. The Committee's purposes shall be:
A. To recommend to the Board the structure and operations of the Board;
B. To identify individuals qualified to serve as members of the Board, and to identify and recommend that the Board select the director nominees for the next annual meeting of stockholders and to fill vacancies;
C. To recommend to the Board the responsibilities of each Board committee, the structure and operation of each Board committee, and the director nominees for assignment to each Board committee;
D. To oversee the annual evaluation of the performance of the Board and its committees;
E. To oversee the annual evaluation of the CEO; and
F. To develop and recommend to the Board for adoption a set of corporate governance guidelines applicable to the Company and to periodically review the same.
A. The Committee shall be composed of at least three directors, each of whom must be independent. A director shall qualify as independent if the Board has affirmatively determined that the member is independent consistent with the independence criteria set forth in the Company's Corporate Governance Guidelines.
B. The members of the Committee shall be designated and approved by a majority of the whole Board and shall serve for one-year terms. The Committee shall recommend, and the Board shall designate, one member of the Committee to serve as Chairperson. The members of the Committee shall serve until their resignation, retirement, or removal by the Board or until their successors shall be appointed. No member of the Committee shall be removed except by majority vote of the independent directors of the full Board then in office.
III. Meetings and Procedures
A. The Committee shall meet as often as it may deem necessary and appropriate in its judgment, but in no event less than three times per year. A majority of the members of the Committee shall constitute a quorum.
B. The Chairperson of the Committee or a majority of the members of the Committee may call a special meeting of the Committee.
C. The Committee may delegate authority to one or more members of the Committee when appropriate, but no such delegation shall be permitted if the authority is required by a law, regulation, or listing standard to be exercised by the Committee as a whole.
D. The Committee may request that any directors, officers, or employees of the Company, or other persons whose advice and counsel are sought by the Committee, attend any meeting to provide such information as the Committee requests.
E. The Committee shall fix its own rules of procedure, which shall be consistent with the By-laws of the Company and this Charter.
F. The Committee shall keep written minutes of its meetings, which minutes shall be maintained with the books and records of the Company.
G. The Committee shall report to the Board on the matters discussed at each meeting of the Committee, including describing all actions taken by the Committee at the meeting.
IV. Duties and Responsibilities
The Committee shall have the following duties and responsibilities:
A. Board Size and Composition
B. Board Committees
D. General Corporate Governance Matters
Criteria for the Evaluation of Individual Director Performance
1. Representation of Stockholders. Clearly recognizes the role of directors to represent the interests of stockholders. Understands the difference between the function of the Board and that of Company management.
2. Judgment and Knowledge. Demonstrates judgment and ability to assess Company strategy, business plans, management evaluation, and other key issues. Demonstrates competency in one or more of the following areas: (i) industry knowledge; (ii) accounting and finance; (iii) the ability to make sound business decisions; (iv) management; (v) leadership; (vi) international markets; (vii) business strategy; (viii) crisis management; (ix) corporate governance; and (x) risk management.
3. Meaningful Participation. Comfortable being an active, inquiring participant. Participates in Board process in a meaningful way. Manifests confidence and willingness to express ideas and engage in constructive discussion. Actively participates in decision-making and is willing to make tough decisions. Demonstrates diligence and faithfulness in attending Board and committee meetings.
4. Communications. Communicates freely with other Board members and with Company management. Serves as a good sounding board for other directors and the CEO. Willing to challenge fellow directors and the CEO. Asks insightful questions and raises thought-provoking perspectives. Willing to hold management accountable for performance and results. Mindful not to get overly involved in operational details and the management process. Finds the proper balance between dominating the deliberations and making no contribution at all. Evidences characteristics of team player who works well with other directors while not necessarily agreeing with their views. Listens with an open mind.
5. Suitability. Understands the Company's short- and long-term goals and objectives. Understands the Company's business and its competitors. Cooperates with the Company's management and employees, when applicable, regarding requests for information in completing public filings or responding to regulatory inquiries. Demonstrates no material conflict of interest in serving on the Board. Satisfies applicable requirements for "independence" as set forth in the Company's Corporate Governance Guidelines.
6. Expertise. Fulfills specific Board needs. Makes individual expertise available to the Board. Draws on relevant experience in addressing issues facing the Company. Willing to respond to appropriate request of CEO outside of Board meetings for advice and support.
7. Vision and Leadership. Understands Company philosophy and strategy. Oriented toward the future, and sensitive to future direction of industry. Fulfills legal and fiduciary responsibilities. Supports the Company's mission and values and is open, honest and direct. Makes appropriate time commitment for Board service. Evidences ability to think through who the management of the Company should consist of and what they should do.
8. Professional Status. Maintains standing and reputation in the business, professional and social communities in which the directors operate. Appropriately represents the Company in all such communities.