2003 Committee Charter : CHK

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CHESAPEAKE ENERGY CORPORATION
NOMINATING AND CORPORATE GOVERNANCE COMMITTEE OF THE BOARD OF
DIRECTORS
CHARTER
(Adopted as of April 15, 2003)
1. Purpose
The Nominating and Corporate Governance Committee (the "Committee"): (a) will
identify and recommend qualified candidates to the Board for nomination as members
of the Board and its committees, and (b) will develop and recommend to the Board
corporate governance principles applicable to the Corporation.
2. Composition
The Committee will consist of two or more directors who are appointed by the Board
in accordance with the Corporation's organizational documents, as amended from time
to time. The Committee will only include directors who have been determined by the
Board to be independent. The Board will appoint one member of the Committee as
chairperson. The chairperson shall be responsible for leadership of the Committee,
including overseeing the agenda, presiding over the meetings and reporting to the
Board. The Committee may form and delegate authority to subcommittees when
appropriate.
3. Meetings
The Committee will meet from time to time as necessary to carry out its
responsibilities, which the Board believes will generally be at least once per year. A
majority of the members of the Committee shall constitute a quorum of the Committee.
A majority of the members in attendance shall decide any question brought before any
meeting of the Committee.
4. Committee Resources
The Committee shall have the authority, to the extent it deems necessary or
appropriate, to obtain advice and seek assistance from internal and external legal,
accounting, director search and other advisors. The Committee shall have the sole
authority to retain and terminate any search firm to be used to identify director
candidates, including sole authority to approve such search firm's fees and other
retention terms.
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5. Responsibilities
The Committee will have the following responsibilities:
Establish and periodically reevaluate criteria for Board membership and selection of
new directors, including independence standards and the necessary portfolio of
skills, experience, perspective and background required for the effective functioning
of the Board;
Search for, recruit, screen, interview and select qualified director candidates to fill
vacancies or the additional needs of the Board, including the consideration of
candidates recommended to and deemed appropriate by the Committee;
Evaluate the qualifications and performance of incumbent directors and determine
whether to recommend them for re-election to the Board;
Recommend to the Board nominees to fill vacancies on the Board as they occur;
Recommend to the Board, annually in advance of the annual meeting of
shareholders, a slate of nominees to be submitted to the shareholders for election or
reelection as directors at the annual meeting;
Recommend to the Board the removal of a director where appropriate;
Review, evaluate and periodically make recommendations to the Board with respect
to the size of the Board;
Recommend to the Board the directors to be appointed to the committees of the
Board;
Monitor and evaluate the orientation and training needs of directors and make
recommendations to the Board where appropriate;
Develop, periodically review and recommend to the Board a set of corporate
governance principles applicable to the Corporation and make recommendations to
the Board regarding corporate governance matters and practices;
Review and approve, prior to acceptance, the CEO/COO's service on any other
public company Board;
Oversee the annual evaluation of the performance and effectiveness of the Board
and its committees;
Oversee and evaluate compliance by the Board and management with the
Corporation's corporate governance principles and its Code of Business Conduct
and Ethics.
Perform any other activities consistent with this charter, the Corporation's bylaws
and governing law as the Committee or the Board deem appropriate.
6. Performance Evaluation
The Committee will conduct an evaluation of the Committee's performance and
charter at least annually, and will report to the Board the results of such evaluation and
any recommended changes to this charter.
7. Disclosure of Charter
This charter will be made available on the Corporation's website.