BOARD AFFAIRS AND GOVERNANCE COMMITTEE CHARTER
2003 Committee Charter : PFG
There shall be a committee of the Board of Directors ("Board") of Principal Financial
Group, Inc. ("Company"), known as the Board Affairs and Governance Committee
("Committee"), which shall have and may exercise the purposes, powers and authority
delegated to it in this Charter, and shall have the duties and responsibilities set forth
herein and such other duties and responsibilities as are assigned to it from time to time
by the Board.
The Committee shall consist of the current Presiding Director, Alternate Presiding
Director, and Chairs of each of the Audit, Human Resources and Nominating
Committees of the Company. Each member of the Committee shall satisfy the
independence requirements of the New York Stock Exchange (an "independent
Director"). The Board shall have the power at any time to change the membership of the
The Committee shall: (1) develop and recommend to the Board the Corporate
Governance Guidelines applicable to the Company, (2) evaluate and report to the Board
on the Board's overall performance and effectiveness, and (3) oversee evaluation of the
Chief Executive Officer ("CEO").
Authority and Responsibilities
1. The Committee shall review and reassess at least annually the adequacy of the
Corporate Governance Guidelines of the Company and recommend any
proposed changes to the Board for approval.
2. The Committee shall develop and regularly review the process for, and annually
review and report to the Board on, the Board's overall performance and
effectiveness and make recommendations to the Board and Board committees
on governance matters.
3. The Committee shall review and make recommendations to the Board with
respect to the process for the Board's annual evaluation of the CEO and oversee
CEO evaluations by conducting performance review discussions with the CEO,
as directed by the Board, and monitor progress during the year on CEO goals.
4. The Committee shall regularly review the process for, and annually review and
report to the Board on, self-evaluations by the Audit, Human Resources and
Nominating Committees of the Board.
5. The Committee shall annually review its own performance and make a report
thereon to the Board.
6. The Committee shall review and reassess the adequacy of this Charter annually
and recommend any proposed changes to the Board for approval.
7. The Committee shall make regular reports to the Board.
8. The Committee shall have access to any members of management and such
other external advisors as it deems appropriate in discharging its responsibilities,
including the sole authority to approve the fees and other retention terms of such
9. The Committee may form and delegate authority to subcommittees or the Chair
of the Committee when appropriate in its judgment.
1. The current Presiding Director shall be the Chair of the Committee. In the
absence of the Chair, the Alternate Presiding Director shall act as the Chair. If
neither is present, the other members of the Committee shall designate an acting
2. Meetings shall be held as determined by the Committee or upon call of the Chair,
Alternate Presiding Director or Chairman of the Board. A majority of the number
of Committee members shall constitute a quorum for the transaction of business.