Charter of the Corporate Governance Committee

I. Committee Purpose
The Board of Directors has responsibility for the overall governance of the Company. The principal purposes of the Corporate Governance Committee (the “Committee”) are (i) to develop, recommend, implement and monitor a set of corporate governance guidelines, a code of business conduct and ethics and a code of ethics for senior financial officers adopted by the Board of Directors, (ii) to oversee the evaluation of the Board of Directors and management and (iii) to ensure that the Company is in compliance with all New York Stock Exchange listing requirements.

II. Committee Composition
The Committee shall consist of at least three members of the Board of Directors. The Chairman of the Board shall serve as Chairman of the Committee. All members of the Committee shall meet the independence requirements of the New York Stock Exchange as in effect from time to time. If the Chairman of the Board is not an independent member, then the Chairman of the Committee shall be elected by the Board.

III. Committee Responsibilities and Duties
The Committee shall:

  1. Review, at least annually and more frequently as may be necessary, the composition of the Board of Directors in terms of experience, expertise and special knowledge required for the effective discharge of the Board’s responsibilities.
  2. Review, at least annually and more frequently as may be necessary, the organization of the Board in terms of Board procedures, the size and membership of the Board, and the structure, membership, operations and charters of the Board Committees, both standing and ad hoc, including authority to delegate to subcommittee, and to recommend to the Board of Directors the adoption of any changes the Committee believes necessary or desirable.
  3. Oversee the evaluations of the performance of the Board of Directors and management at such times and in such manner as the Committee shall determine.
  4. Monitor the implementation of the Board’s Corporate Governance Policies and Guidelines, Code of Ethics and Conduct and Code of Ethics for the CEO and Financial Managers.
  5. Conduct annual review and self-evaluation of the performance of the Committee.
  6. Have the sole authority to retain and terminate any consultant (legal or otherwise) to assist in the development of a corporate governance framework or for other matters it deems necessary or appropriate, including sole authority to approve the consultant’s fees and other retention terms.
  7. Maintain minutes of meetings and regularly report to the Board of Directors on significant results of the foregoing activities.

Effective Date: May 18, 2004