Approved by the Board of Directors on September 9, 2003
2003 Committee Charter : BRC
The primary objectives of the Corporate Governance Committee are to assist the Board
by: (1) identifying individuals qualified to become Board members and recommending that the
Board select the director nominees for each next annual meeting of shareholders; (2) developing
and recommending to the Board a set of effective corporate governance policies and procedures
applicable to the Corporation; (3) recommending to the Board the members of other Board
Committees and the Chairs of each Committee; and (4) together with the Compensation
Committee, reviewing succession plans for key executives.
Committee Membership and Procedure
The Committee shall consist of no fewer than three members, each of whom shall satisfy
the independence requirements of the New York Stock Exchange and any other applicable
regulatory requirements. The members of the Committee shall be appointed by the Board and
shall serve until such member's successor is duly elected and qualified or until such member's
earlier resignation or removal. The Board shall have the power at any time to remove members
of the Committee, change the membership of the Committee and fill vacancies in it.
The Committee's Chair shall be designated by the Board or, if it does not do so, the
Committee members shall elect a Chair by vote of a majority of the Committee. The Chair of
the Committee will preside at each meeting of the Committee and, in consultation with the other
members of the Committee, shall set the frequency and length of each meeting and the agenda of
items to be addressed at each meeting. The Chair will ensure that the agenda for each meeting is
circulated in advance of the meeting.
Except as expressly provided in this Charter or the bylaws of the Corporation, the
Committee may fix its own rules of procedure.
Committee Authority and Responsibilities
The Corporate Governance Committee shall have the power and authority of the Board to
perform the following duties and to fulfill the following responsibilities:
criteria for selecting new directors.
nominations for the Board at the annual meeting of the Corporation's
applicable to the Corporation, review and reassess the adequacy of such
guidelines annually, and recommend to the Board any changes deemed
program for all directors.
Committee, develop the CEO's mission and objectives, succession for the CEO
and other senior executives, officers and key group managers, and annual
evaluation of the performance of the Chief Executive Officer.
director candidates and approve the search firm's fees and other retention terms.
The Committee shall also have authority to obtain advice and assistance from
internal or external legal, accounting or other advisors.
any proposed changes to the Board for approval. The Committee shall annually
review its own performance.
make recommendations about those functions.
Disclosure of Charter
This Charter will be made available on the Corporation's website.