2003 Committee Charter : HIW

Governance Committee Charter 7-03.doc
HIGHWOODS PROPERTIES, INC.
NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER
Purpose
The Nominating and Corporate Governance Committee (the "Committee") is
intended to assist the Board of Directors of Highwoods Properties, Inc. (the "Company")
in fulfilling its oversight responsibilities under the New York Stock Exchange listing
standards and Maryland law. As such, the Committee shall have two primary
responsibilities.
First, the Committee shall be responsible for identifying individuals qualified to
serve on the Board of Directors and to recommend director nominees for selection by the
full Board of Directors or shareholders of the Company in accordance with the
Company's certificate of incorporation and by-laws and with Maryland law.
Second, the Committee shall be responsible for evaluating the Company's
corporate governance policies, developing for adoption by the Board of Directors a set of
formal, written guidelines for corporate governance and periodically re-evaluating such
policies and guidelines for the purpose of suggesting improvements to them if
appropriate.
Composition of the Committee
The members of the Committee shall be independent directors meeting the
requirements of the New York Stock Exchange and appointed by the Board of Directors
on the recommendation of the Nominating and Corporate Governance Committee. The
Chairman of the Committee shall be designated by the Board of Directors. In the
absence of the Chairman, the members of the Committee may designate a chairman by
majority vote. The Board of Directors may, at any time, remove one or more directors as
members of the Committee.
Authority and Responsibilities
The Committee is responsible for identifying and evaluating individuals qualified
to serve on the Board of Directors and recommending director nominees for selection by
the full Board of Directors. At least annually, the Committee shall review with the Board
of Directors the appropriate skills and characteristics required of Board members. The
full Board shall remain responsible for selecting nominees and recommending them for
election by the stockholders. The Committee is responsible for developing and
implementing the screening process necessary to identify qualified candidates. As a part
of its screening process, the Committee shall:
(i) evaluate a candidate's independence from the Company's
management and other principal service providers, and the effect of any
Governance Committee Charter 7-03.doc
relationships that might impair independence, e.g., business, financial or family
relationships with the Company's management or other service providers; and
(ii) consider candidates proposed by the Chief Executive Officer, by
any director or by any shareholder, in accordance with procedures established by
the Committee from time to time.
The Committee may determine, from time to time, the advisability of retaining
any search firm or consultant to assist in the identification and evaluation of candidates
for membership on the Board of Directors. The Committee has the sole authority to
retain, at Company expense, and terminate any such search firm or consultant, including
sole authority to approve the fees to be paid to such firm or consultant and all other
retention terms.
On an annual basis, the Committee shall evaluate the membership of the
committees of the Board. The Committee shall provide to the full Board of Directors the
results of its evaluation and shall recommend committee membership during the
upcoming year, for consideration by the Board in connection with the annual committee
appointment process. In making its recommendations of committee membership, the
Committee shall consider candidates proposed by the Chief Executive Officer. In the
event of a vacancy on any of the committees of the Board, the Committee shall provide
its recommendation regarding a replacement committee member to the full Board of
Directors.
The Committee is also responsible for evaluating, formulating and recommending
to the full Board of Directors corporate governance policies designed to improve the
Board's performance in its oversight function. No less often than annually, the
Committee shall evaluate the corporate governance procedures with the specific goal of
improving such procedures where possible and developing a set of formal, written
guidelines for corporate governance which shall be presented to the full Board for
consideration and adoption.
The Committee shall, from time to time, review the governance structures and
procedures of the Company and suggest improvements thereto to the full Board of
Directors. Such improvements, if adopted by the full Board of Directors, shall be
incorporated into the written guidelines.
The Committee shall conduct an annual evaluation of its performance.
Additionally, the Committee shall provide an annual evaluation of the Board's
performance and shall oversee the evaluation of senior management.
Committee Meetings
The Committee shall meet at least four times per year. Other meetings may be
held at the discretion of the Chairman of the Committee. Minutes of each of these
meetings shall be kept and the Chief Executive Officer shall be the management liaison
officer to this Committee.