2003 Committee Charter : MLS

THE MILLS CORPORATION
GOVERNANCE AND NOMINATING COMMITTEE
CHARTER
This CHARTER (the "Charter") of the GOVERNANCE AND NOMINATING COMMITTEE
(the "Committee") has been adopted by the Board of Directors (the "Board") of The Mills Corporation
("Mills" or the "Company") on April 11, 2003.
A. Purpose. The purpose of the Governance and Nominating Committee shall be to assist the Board
in identifying qualified individuals to become Board members, in determining the composition of
the Board and its committees, in monitoring a process to assess board effectiveness and in
developing and implementing the Company's corporate governance guidelines.
B. Members. The Committee shall be comprised of at least three but not more than five
"Independent Directors" of the Board. Members of the Committee shall be appointed and may be
removed by the Board. For purposes of this Charter, "Independent Directors" shall mean
directors who are determined by the Board to comply with standards of independence established
by the Board consistent with applicable statutes, SEC regulations, and listing standards of the
New York Stock Exchange.
C. Duties, Responsibilities and Authority. The Committee shall have the following duties,
responsibilities and authority:
1. Recommend to the Board nominees for election as directors;
2. Recommend and periodically evaluate criteria for Board membership and
selection of new directors, including the establishment of "independence"
standards, and recommend to the Board the skills, experience, perspective and
background required for the effective functioning of the Board, considering the
Company's strategy, and its regulatory, geographic and market environments;
3. Search for, recruit, screen, interview and recommend candidates for new directors
as necessary to fill vacancies or the additional needs of the Board, and consider
management's and stockholder's recommendations for director candidates;
4. Have the sole authority to retain any search firm to be used to identify director
candidates, including the sole authority to approve the search firm's fees and other
retention terms;
5. Develop and recommend to the Board for its approval an annual self-evaluation
process of the Board and its committees, which evaluation process may include a
review of (a) the Board's effectiveness, (b) the composition, organization
(including its committee structure, membership and leadership) and practices of
the Board, and (c) tenure and other policies related to the directors' service on the
Board, and monitor the annual self-evaluations;
6. Using the periodic evaluation process described in paragraph 5 and other relevant
information, report to the Board on the qualifications and performance of
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incumbent directors when making recommendations for or against such directors'
re-election to the Board;
7. Recommend annually to the Board director nominees for each Board committee,
taking into account the skills and background of such director, as well as the
listing standards of the New York Stock Exchange and applicable laws, rules and
regulations and advise the Board on the appropriate composition of each Board
committee;
8. Recommend to the Board desired skills and characteristics of Board members,
including independence, skills, knowledge, perspective, broad business judgment
and leadership, relevant specific industry or regulatory affairs knowledge,
business creativity and vision, experience, age and diversity, all in the context of
an assessment of the perceived needs of the Board at that time.
9. Review and discuss with the Board relationships between the Company and the
directors and non-Board services provided by directors to the Company, its
subsidiaries and affiliates;
10. Periodically review and discuss with the Board whether individual independent
directors continue to satisfy the independence standards adopted by the Board, the
SEC, and the New York Stock Exchange;
11. Recommend to the Board the resignation or removal of a director where
appropriate;
12. Periodically evaluate, and report to the Board its evaluation of, the quality,
sufficiency and currency of information furnished by management to the directors
in connection with Board and committee meetings and other activities of the
directors and make appropriate recommendations;
13. Develop and recommend to the Board a set of corporate governance principles
applicable to the Company, including procedures to assure compliance with the
principles, and review at least annually the principles and recommend appropriate
changes, and initiate and oversee a periodic evaluation of corporate governance
matters generally; and, based on the foregoing, recommend action to the Board
where appropriate;
14. Periodically review and discuss with the Board the compliance by management
with the Company's corporate governance principles;
15. Develop and recommend to the Board a Code of Business Conduct and Ethics
(the "Code of Ethics") applicable to the Company, including procedures for
assuring compliance with the Code of Ethics, and review at least annually the
Code of Ethics and recommend appropriate changes;
16. Establish and administer, in conjunction with the Audit Committee (which shall
be responsible for administering procedures for reporting potential violations of
the Code of Ethics relating to financial reporting matters), procedures for
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employees of the Company to report, on a confidential basis, potential violations
of the Code of Ethics;
17. Develop and periodically report to the Board succession plans for the CEO and
other key executives, including succession in the case of emergencies or
retirement; working with the Board and the Executive Compensation Committee,
identify, evaluate and recommend potential successors to the CEO and other key
executives;
18. Review the Board's policies for director compensation and stock ownership, and
recommend to the Board compensation programs for directors;
19. Monitor the orientation and continuing training needs of directors and recommend
action to the Board where appropriate;
20. Evaluate the Committee's performance and Charter at least annually, and
recommend to the Board such modifications to the Charter as the Committee
deems necessary or appropriate;
21. Evaluate the charters of the Audit Committee and Compensation Committee
periodically, in consultation with the chairmen of each of those committees, and
recommend to the Board such modifications of those charters as the Committee
deems necessary or appropriate;
22. Publish on the Company's website, the charters of each committee of the Board,
the Company's Corporate Governance Guidelines and the Code of Ethics;
23. Where appropriate, obtain advice and assistance from internal or outside legal,
accounting or other advisors;
24. Form and delegate authority to subcommittees of the Committee if determined to
be necessary or advisable;
25. Make reports to the Board at its next regularly scheduled meeting as appropriate
following meetings of the Governance and Nominating Committee, accompanied
by any recommendations to the Board; and
26. Perform such other functions within the scope of the foregoing which the
Committee deems appropriate to undertake from time to time.