Nominating and Corporate Governance Committee Charter
1. Members. The Nominating and Corporate Governance Committee (the “Committee”) shall consist of at least three (3) independent directors, including a chair and such other independent directors as the Board of Directors (the “Board”) shall appoint. An “independent director” is a director, as determined by the Board, who meets the New York Stock Exchange definition of “independence.”
2. Purpose, Duties and Responsibilities. The purpose of the Committee shall be to identify individuals qualified to become members of the Board; recommend to the Board the slate of director nominees to be elected by shareholders; recommend directors to be elected by the Board to fill any vacancies; develop and recommend to the Board a set of corporate governance principles and play a leadership role in shaping Host Marriott Corporation’s (the “Company”) corporate governance; and handle other matters as the Board or the Committee chair deems appropriate.
The Committee’s goals and responsibilities shall be to:
a. Develop criteria to identify and evaluate prospective candidates for the Board. The Committee shall look for candidates who, as a group, meet the Company’s strategic needs, possess the highest integrity, have mature and independent judgment, sound business experience and acumen, familiarity with the issues affecting the Company’s business, and experience in running a major enterprise.
b. Recommend to the Board potential nominees to the Board.
c. Oversee the evaluation of the Board and its committees.
d. Develop and monitor implementation of the Company’s governance guidelines and key practices and, as needed, recommend appropriate changes.
e. Review and recommend to the Board retirement and other tenure policies for directors.
f. Review and recommend to the Board compensation of non-management directors.
g. Review directorships in other public companies held by, or offered to, directors of the Company.
h. Annually evaluate the performance of the Committee and the adequacy of the Committee’s charter.
i. Review senior management membership on outside Boards.
j. Annually review the Board’s Code of Business Conduct and Conflicts of Interest Policy.
3. Outside Advisors. The Committee shall have the authority to retain such outside counsel, experts, and other advisors as it determines appropriate to assist it in the full performance of its duties.
4. Meetings. The Committee shall meet as often as may be deemed necessary or appropriate in its judgment, generally at least three times a year. Meetings may be held in person or telephonically, and at such times and places as the Committee shall determine. The Committee shall make regular reports to the Board on its activities. These reports will generally occur after each Committee meeting or at such other times as the Committee deems appropriate.