CHARTER FOR NOMINATING AND
2003 Committee Charter : UAG
CORPORATE GOVERNANCE COMMITTEE
December 11, 2002
I. Statement of Purpose
The Nominating and Corporate Governance Committee is a standing
committee of the Board of Directors. The purpose of the Committee is to
identify individuals qualified to become members of the Board, to
recommend Director nominees for each annual meeting of shareholders
and nominees for election to fill any vacancies on the Board of Directors
and to address related matters. The Committee shall also develop and
recommend to the Board of Directors corporate governance principles
applicable to the Company and be responsible for leading the annual
review of the Board's performance.
A. Charter. At least annually, this charter shall be reviewed and
reassessed by the Committee and any proposed changes shall be
submitted to the Board of Directors for approval.
B. Members. The members of the Committee shall be appointed by the
Board of Directors and shall meet the independence requirements of
applicable law and the listing standards of the New York Stock
Exchange. The Committee shall be comprised of at least two
members. Committee members may be removed by the Board of
Directors. The Board of Directors shall also designate a Committee
C. Meetings. In order to discharge its responsibilities, the Committee
shall each year establish a schedule of meetings; additional meetings
may be scheduled as required.
D. Quorum; Action by Committee. A quorum at any Committee meeting
shall be at least two members. All determinations of the Committee
shall be made by a majority of its members present at a meeting duly
called and held, except as specifically provided herein (or where only
two members are present, by unanimous vote). Any decision or
determination of the Committee reduced to writing and signed by all of
the members of the Committee shall be as fully effective as if it had
been made at a meeting duly called and held.
E. Agenda, Minutes and Reports. The Chairperson of the Committee
shall be responsible for establishing the agendas for meetings of the
Committee. An agenda, together with materials relating to the subject
matter of each meeting, shall be sent to members of the Committee
prior to each meeting. Minutes for all meetings of the Committee shall
be prepared to document the Committee's discharge of its
responsibilities. The minutes shall be circulated in draft form to all
Committee members to ensure an accurate final record, shall be
approved at a subsequent meeting of the Committee and shall be
distributed periodically to the full Board of Directors. The Committee
shall make regular reports to the Board of Directors.
F. Performance Evaluation. The Committee shall evaluate its
performance on an annual basis and develop criteria for such
The following shall be the principal responsibilities of the Committee:
A. Director Selection Criteria. The Committee shall establish criteria for
selecting new Directors, which shall reflect at a minimum any
requirements of applicable law or listing standards, as well as a
candidate's strength of character, judgment, business experience,
specific areas of expertise, factors relating to the composition of the
Board (including its size and structure) and principles of diversity.
B. Director Recruitment. The Committee shall consider (in consultation
with the Chairman of the Board and the Chief Executive Officer) and
recruit candidates to fill positions on the Board of Directors, including
as a result of the removal, resignation or retirement of any Director, an
increase in the size of the Board of Directors or otherwise. The
Committee shall also review any candidate recommended by the
shareholders of the Company in light of the Committee's criteria for
selection of new Directors. As part of this responsibility, the
Committee shall be responsible for conducting, subject to applicable
law, any and all inquiries into the background and qualifications of any
candidate for the Board of Directors and such candidate's compliance
with the independence and other qualification requirements
established by the Committee.
C. Reconsideration of Directors for Re-Election. In connection with its
annual recommendation of a slate of nominees, the Nominating and
Corporate Governance Committee shall assess the contributions of
those Directors selected for re-election, and shall at that time review its
criteria for Board candidates in the context of the Board evaluation
process and other perceived needs of the Board. Final approval of any
candidate shall be determined by the full Board of Directors.
D. Recommendation to Board. The Committee shall recommend the
Director nominees for approval by the Board of Directors and the
E. Director Removal Guidelines. The Committee shall establish and
recommend to the Board of Directors guidelines for the removal of
members of the Board of Directors.
F. Consideration of Term Limits. The Committee shall review the
desirability of term limits for Directors and recommend to the Board of
Directors policies in this regard from time to time.
G. Governance Guidelines. The Committee shall recommend to the
Board of Directors corporate governance guidelines addressing,
among other matters, the size, composition and responsibilities of the
Board of Directors and its Committees, including its oversight of
management and consultations with management. The corporate
governance guidelines shall be reviewed not less frequently than
annually by the Committee, and the Committee shall make
recommendations to the Board of Directors with respect to changes to
H. Advice as to Committee Membership and Operations. The Committee
shall advise the Board of Directors with respect to the charters,
structure and operations of the various Committees of the Board of
Directors and qualifications for membership thereon, including policies
for removal of members and rotation of members among other
Committees of the Board of Directors. The Committee shall also make
recommendations to the Board of Directors regarding which Directors
should serve on the various Committees of the Board.
I. Evaluation of Board. The Committee shall oversee the evaluation of
the Board of Directors and senior executive officers of the Company.
In discharging this responsibility, the Committee shall solicit comments
from all Directors and report annually to the Board on the results of the
J. Succession Planning. The Committee shall review periodically with the
Chairman of the Board and the Chief Executive Officer the succession
plans relating to positions held by senior executive officers of the
Company and make recommendations to the Board of Directors with
respect to the selection of individuals to occupy these positions.
K. Access to Records, Consultants and Others. In discharging its
responsibilities, the Committee shall have full access to any relevant
records of the Company and may retain outside consultants to advise
the Committee. The Committee shall have the ultimate authority and
responsibility to engage or terminate any outside consultant with
respect to the identification of Director candidates and the nomination
of members to the Board of Directors and to approve the terms of any
such engagement and the fees of any such consultant. The
Committee may also request that any officer or other employee of the
Company, the Company's outside counsel or any other person meet
with any members of, or consultants to, the Committee.
L. Delegation. The Committee may delegate any of its responsibilities to
a subcommittee comprised of one or more members of the Committee.
M. Other Delegated Responsibilities. The Committee shall also carry out
such other duties that may be delegated to it by the Board of Directors
from time to time.