Corporate Governance and
Nominating Committee Charter
Amended and Restated
The Corporate Governance and Nominating Committee (the "Committee") of the Board of Directors (the "Board") of Argosy Gaming Company ("Argosy" or the "Company") shall (i) recommend to the Board director nominees for each committee of the Board; (ii) establish and review annually the Company's Corporate Governance Guidelines and Code of Business Conduct and Ethics; (iii) identify individuals qualified to become members of the Board, consistent with criteria approved by the Board; and (iv) recommend to the Board director nominees for the next annual meeting of the stockholders of the Company or in the event the Board elects to fill a vacancy on the Board.
II. Membership and Meetings
The number of members of the Committee will be determined by the Board but, in any event, shall not be less than two members. The members of the Committee shall meet, as determined by the Board in its reasonable business judgment, the independence requirements of applicable law, rules, regulations and stock exchange requirements, each as in effect from time to time. The Board shall appoint, and if appropriate, remove, the members of the Committee. If a Committee chairperson is not designated by the Board, the members of the Committee shall designate a chairperson by majority vote.
The Committee shall meet at such times and from time to time as it deems necessary to fulfill its responsibilities. Written minutes shall be taken and filed in the Company records. Reports of the meetings of the Committee shall be made to the Board at its next regularly scheduled meeting. The Committee will have the authority to form subcommittees and delegate authority to such subcommittees when appropriate.
Each director serving as a member of the Committee shall be indemnified with respect to such director's service on the Committee pursuant to the Company's by-laws and any contractual arrangements between such director and the Company providing for director indemnification.
III. Committee Authority and Responsibilities
The authority and responsibilities of the Committee shall include:
1. Recommending candidates for membership on the various committees of the Board and annually review the Board committee structure.
2. Developing and recommending to the Board a set of corporate governance guidelines applicable to the Company.
3. Reviewing annually the Company's Corporate Governance Guidelines and Code of Business Conduct and Ethics and recommending any proposed changes to the Board for approval.
4. Evaluating the Committee's performance and the adequacy of its charter on an annual basis and recommending any proposed changes to the Board for approval.
5. Recommending qualified director nominees to the Board for each annual meeting of stockholders or in the event the Board elects to fill a vacancy on or increase the size of the Board.
6. Identifying, recruiting, screening, interviewing and selecting candidates for new directors as necessary to fill vacancies or the additional needs of the Board, and considering management's and stockholders' recommendations for director candidates.
7. Establishing and periodically reviewing criteria for Board membership in light of requirements established by the Securities and Exchange Commission and the New York Stock Exchange, including independence standards.
8. Determining and periodically reviewing the portfolio of skills and experience necessary of director nominees to ensure that candidates for Board membership possess exceptional ability and judgment and will be effective, in conjunction with the other members of the Board, in considering the strategic needs of the Company and the Board and in serving the long-term interests of the Company's shareholders.
9. Reviewing comments from all directors and reporting annually to the Board with an assessment of the performance of the Board as a collective body and not of directors on an individual basis, to be discussed with the Board following the end of each fiscal year.
10. Reviewing potential conflicts of interest involving executive officers (other than the Chief Executive Officer) of the Company. Potential conflicts of interest involving the Chief Executive Officer or any director will be reviewed and decided by the Board.
11. Considering the nomination by any stockholder of a candidate for election as a director of the Company, provided that such stockholder nomination is made in accordance with the Company's by-laws. In addition, the Committee shall consider recommendations by stockholders for directors to be nominated, provided that any such recommendation complies with the procedures for stockholder nominations set forth in the Company's by-laws.
The Committee shall also
undertake such additional activities within the scope of its functions as the
Committee may from time to time determine or as may otherwise be required by
law, the Company's by-laws or charter or by directive of the Board.
The duties and responsibilities of a member of the Committee are in addition to those duties set out for a member of the Board.
The Committee shall have the sole authority to retain, approve the fees and other retention terms of, and terminate any director search firm or advisors, as it deems necessary for the fulfillment of its responsibilities. The Company will provide appropriate funding, as determined by the Committee, for payment of compensation to such search firm or advisors.
- December 2004