2004 Committee Charter : IGI

IMAGISTICS INTERNATIONAL INC.
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:
  • Identify individuals who are qualified to become members of the Board of
    Directors.
  • Make recommendations to the Board of Directors relating to the Company's
    selection and nomination of Directors.
  • Review and establish the compensation of non-employee members of the
    Board of Directors.
  • Develop and recommend to the Board of Directors a set of corporate
    governance principles applicable to the Company.
  • Review corporate governance trends, issues and best practices.
  • Make recommendations to the Board of Directors regarding the adoption of
    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:
    Review Procedures
    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
    Directors.
    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.