(Effective January 28, 2004)
2004 Committee Charter : DRE
Purpose and Composition
The Committee on Corporate Governance ("Committee") shall be a standing committee of the Board of Directors ("Board"). The Committee shall consist of a minimum of three and maximum of five members who qualify as "independent directors" according to the criteria set forth in this Charter. The Board may, at any time, remove one or more directors as members of the Committee and may fill any vacancy on the Committee. The Committee shall have the following responsibilities:
Duties and Responsibilities
(1) Recommend to the Board amendments to the Articles of Incorporation and By-laws
(2) Develop and recommend to the Board a set of corporate governance principles applicable to the Company, including:
(4) Serve as the primary resource for the Board in evaluating issues of corporate governance
(5) Recommend criteria for membership on the Board, including age, expertise, business experience, character, and other board memberships of the candidate
(6) Identify, review the qualifications of and recommend to the Board nominees for election as members of the Board of Directors, consist with criteria approved by the Board
(8) Recommend to the Board policy regarding rotation of committee members and chairs
(9) Recommend to the Board, in accordance with Board policy:
(10) Recommend a process for annual evaluation of Board performance and oversee such evaluation
(11) Monitor and liaison with the Board on any director qualifications or resignation issues, including but not limited to:
(13) Recommend a process for annual assessment of Chairman/ CEO Performance
(14) Provide policy and practice oversight with regard to the annual assessment process for Chairman/ CEO
(15) Monitor and liaise with the Board on Chairman/ CEO qualifications or resignation issues, including but not limited to:
(16) Undertake from time to time additional activities within the scope of the Committee's charter, as it may deem appropriate, or as may be delegated to the Committee by the full Board pursuant to applicable Indiana law.
The Committee shall normally hold three to five meetings each year in order to accomplish the aforementioned duties and responsibilities. The Committee's Chair or Chairman of the Board may call additional meetings as needed. Appropriate officers of the Company shall provide staff support to the Committee. The Committee may form and delegate authority to subcommittees when appropriate.
In recommending nominees to for election as members of the Board of Directors, the Committee will consider nominees recommended by bona fide holders of the Company's common stock so long as the recommendation is submitted within the timeframe required to request a proposal to be included in the proxy materials or otherwise in accordance with procedures established by the Committee from time to time. The Committee may, in its sole discretion, reject any such recommendation for any reason.
Determination of Independence
In determining whether a director, in his or her capacity as such or as a member of a committee of the Board, is independent, the Committee shall consider, in addition to any tests of independence set forth in the Company's Articles of Incorporation (the "Articles"), established by the Securities and Exchange Commission or the New York Stock Exchange, or otherwise required by law, whether the director, either individually or through his or her Affiliates (as defined in the Articles), has any significant business relationships with the Company that would interfere with the exercise of the director's independent judgment. If such a relationship exists, then the director would not be deemed to be independent, and thus would not count as one of the Company's independent directors. The director also would not be eligible for nomination for membership on a Board committee as an independent director, and would be removed from any such committee on which the director is already serving.