IMAGISTICS INTERNATIONAL INC.
2004 Committee Charter : IGI
CHARTER OF THE GOVERNANCE COMMITTEE
(As amended October 28, 2003)
I. Purposes and Goals
The Governance Committee is appointed by the Board of Directors of Imagistics
International Inc. (the "Company") to assist the Board of Directors of the Company (the
"Board of Directors") in fulfilling its responsibility to the Company's stockholders
relating to the Company's selection and nomination of Directors and the other corporate
governance-related matters listed below. The Governance Committee's primary purposes
and goals are to:
selection and nomination of Directors.
Board of Directors.
governance principles applicable to the Company.
best practices most appropriate for the governance of the affairs of the
Board of Directors and the Company, including any recommended
amendments to the Company's corporate governance principles.
The Chairman of the Board shall provide the Governance Committee with all of the
resources, both internal and external, which the Governance Committee deems necessary
or advisable to meet its duties and responsibilities and carry out its function. Without
limiting the foregoing, the Governance Committee shall have sole authority to retain and
terminate any search firm or other consulting firm to be used to identify candidates for the
Board of Directors and to assist in the evaluation of director compensation, including sole
authority to approve such firms' fees and other retention terms.
II. Composition and Meetings
The Governance Committee shall be comprised of three or more directors as
determined by the Board of Directors, each of whom shall be independent directors as set
forth in the applicable rules of the New York Stock Exchange.
Governance Committee members shall be appointed by the Board of Directors,
shall serve at the will of the Board of Directors, and may be removed with or without cause
by the affirmative vote of a majority of the members of the Board of Directors. The
Governance Committee Chair shall be rotated among members periodically at the
discretion of the Board of Directors. If practicable, the immediate past Chair will continue
as a member of the Governance Committee for at least one year to ensure an orderly
transition. If a Governance Committee Chair is not designated or present at a meeting, the
members of the Governance Committee may designate a Chair for such meeting by
majority vote. The Governance Committee may delegate its duties to one or more
subcommittees consisting of Governance Committee members. Regular meetings of the
Governance Committee will be at such times during the year as approved by the
Governance Committee. Meetings with members of Management and/or with independent
advisors may be scheduled at the request of the Governance Committee. Special meetings
may be called and held subject to the Company's By-laws.
The Governance Committee may meet privately with independent advisors and
shall be free to talk directly and independently with any member of Management in
discharging its responsibilities.
The Governance Committee Chair will regularly report the Governance
Committee's findings, conclusions and recommendations to the Board of Directors.
III. Responsibilities and Duties
In discharging its duties, the Governance Committee shall:
1. Recommend to the Board of Directors a slate of nominees to be proposed for
election to the Board of Directors by stockholders at annual meetings.
2. Recommend individuals to fill any vacancies created on the Board of
3. Make recommendations to the Board of Directors regarding the size and
composition of the Board, the particular qualifications and experience that
might be sought in Board nominees, and assess whether the qualifications
and experience of candidates for nomination and renomination to the Board
meet the then current needs of the Board.
4. Seek out possible candidates for nomination and consider suggestions by
stockholders, Management and employees and others for candidates for
nomination and renomination as Directors.
5. Review and make recommendations to the Board or Directors regarding the
composition, duties and responsibilities of various Board committees from
time to time as may be appropriate.
6. Consider such other matters relating to the Director nomination process as
may be requested from time to time by the Board of Directors or the
Governance Committee Chair.
7. Review and advise the Board on such matters as protection against liability
and indemnification and other policies and programs relating to Directors.
8. Oversee and assess the effectiveness of the annual evaluation of the
performance of the Board as a whole.
9. Review and establish the compensation of non-employee members of the
Board of Directors.
10. Review corporate governance trends, issues and best practices.
11. Review and evaluate the Company's corporate governance documents,
including its corporate governance principles.
12. Review and evaluate the Company's corporate administration.
13. Perform an annual performance evaluation of the Governance Committee
and report annually to the Board of Directors with respect thereto.
IV. Criteria for Selection of Directors
It is the Company's desire to select individuals for nomination to the Board of
Directors who are most highly qualified and who, if elected, will have the time,
qualifications and dedication to best serve the interests of the Company and its
stockholders, taking into account such persons' skills, qualities and capabilities, as well as
the needs and objectives of the Board and the Company. A person's sex, race, religion,
age or disability shall not be a criterion for service on the Board of Directors.