Board Governance Committee Charter


 

 

Corporate Governance Main Page

Purpose

The Board Governance Committee is appointed by the Board (1) to study, advise and make recommendations concerning criteria for Board membership, the numbers of directors to comprise the full Board, the Board’s committee structure, and schedules and procedures for regular Board meetings; (2) to make recommendations to the Board regarding director compensation matters; (3) to recommend to the Board the Corporate Governance Guidelines and Code of Business Conduct and Ethics applicable to the Company; (4) to lead the Board in its annual review of Board and Committee performance; and (5) to recommend to the Board director nominees for each committee

Committee Membership

The Board Governance Committee shall consist of no fewer than four members. Although Lafarge North America Inc., as a majority-owned subsidiary of Lafarge S.A., is not legally required to do so, historically a majority of the members of the Board Governance Committee have been non-management directors of the Company who are unaffiliated with the ompany’s majority shareholder and otherwise deemed to be independent by the Board.
The members of the Board Governance Committee shall be appointed and replaced by the Board of Directors.

Committee Authority and Responsibilities

1.        The Board Governance Committee shall have authority to obtain advice and assistance from internal or external legal, accounting or other advisors.

2.        The Board Governance Committee shall study, advise and make recommendations concerning criteria for Board membership, the number of directors to comprise the full Board, committee structure and composition, director compensation, and matters related to corporate governance.

3.        The Board Governance Committee shall receive comments from all directors and report annually to the Board with an assessment of the Board’s and committees’ performance, to be discussed with the full Board following the end of each fiscal year.

4.        The Board Governance Committee shall review and reassess the adequacy of the Corporate Governance Guidelines and Code of Business Conduct and Ethics of the Company and recommend any proposed changes to the Board for approval.

5.        The Board Governance Committee may form and delegate authority to subcommittees when appropriate.

6.        The Board Governance Committee shall make regular reports to the Board.

7.        The Board Governance Committee shall review and reassess the adequacy of this Charter and the Charters of all other committees of the Board annually and recommend any proposed changes to the Board for approval. The Board Governance Committee shall annually review its own performance.