Charter of the Corporate Governance Committee of the Board of Directors 

I. Purpose of Corporate Governance Committee

 

The Board of Directors (the "Board") of PHH Corporation (the "Company") has constituted and established a Corporate Governance Committee (the "Corporate Governance Committee") with authority, responsibility, and specific duties as described in this Corporate Governance Committee Charter (this "Charter"), subject to and in accordance with any applicable provisions set forth in the By-Laws of the Company, which provisions are incorporated by reference herein.

 

The purpose of the Corporate Governance Committee is to (a) identify and recommend to the Board appropriate candidates who could serve as director nominees for the next annual meeting of shareholders; (b) advise the Board with respect to the Board composition, procedures and committees; and (c) develop and recommend to the Chief Executive Officer and the Board a set of corporate governance guidelines applicable to the Company and monitor such governance guidelines.

 

II. Organization of Corporate Governance Committee

 

The Corporate Governance Committee shall consist of three or more directors, each of whom shall satisfy the applicable independence requirements of the New York Stock Exchange ("NYSE").

 

The members of the Corporate Governance Committee shall be elected annually to one year terms by a majority vote of the Board.

 

Vacancies on the Corporate Governance Committee shall be filled by majority vote of the Board at the next meeting of the Board following the occurrence of the vacancy. The members of the Corporate Governance Committee may be removed by a majority vote of the independent directors then in office.

 

The Corporate Governance Committee may form and delegate authority to subcommittees as appropriate and in accordance with applicable law, regulation or NYSE listing requirement.

 

III. Authority and Responsibilities of Corporate Governance Committee

 

To fulfill its responsibilities, the Corporate Governance Committee shall:

 

 

Board Candidates and Nominees

 

 

Identify individuals qualified to become members of the Board, which shall be consistent with the Board's criteria for selecting new directors.

     Such criteria include consideration of such diversity, age, skills and experience so as to enhance the Board's ability to manage and direct

     the affairs and business of the Company, including, when applicable, to enhance the ability of committees of the Board to fulfill their duties and/or

     to satisfy any independence requirements imposed by law, regulation or NYSE listing requirement.

Conduct a review in respect of such individuals it wishes to recommend to the Board as a director nominee and recommend that the Board select

     the director nominees for the next annual meeting of shareholders.

Review the suitability for continued service as a director of each Board member when his or her term expires and when he or she has a

     significant change in status, including but not limited to an employment change, and recommend whether or not the director should be

     re-nominated to the Board or continue as a director.

Set a policy regarding the consideration of director candidates recommended by shareholders and procedures for submitting such

     recommendations.

 

 

Board and Committee Composition and Procedures

 

 

Review annually with the Board the size and composition of the Board as a whole and recommend, if necessary, measures to be taken so that

     the Board reflects the appropriate balance of diversity, age, skills and experience required for the Board as a whole and contains at least the

     minimum number of independent directors required by the NYSE and satisfies any other legal or regulatory requirements.

Make recommendations to the Board with respect to size and composition of committees of the Board, including the Corporate Governance

     Committee, and recommend individual directors to fill any vacancy that might occur on a committee, including the Corporate Governance

     Committee.

Make recommendations on the frequency and structure of Board meetings

Monitor and evaluate the functioning of the committees of the Board and make recommendations for any changes, including the creation and

     elimination of committees and committee assignments

Make recommendations concerning any other aspect of the procedures of the Board that the Corporate Governance Committee considers

     warranted, including, but not limited to, procedures with respect to the waiver by the Board of any company rule, guideline, procedure or

     corporate governance principle.

Maintain an orientation program for new directors and continuing education programs for directors.

 

 

Evaluation

 

 

Oversee the evaluation of the Board as a whole and the management of the Company, including the Chief Executive Officer.

Receive comments from all directors as to the Board's performance and report annually to the Board with an assessment of the Board's

     performance.

Review and evaluate the adequacy of this Charter annually and recommend to the Board any changes deemed appropriate by the Corporate

     Governance Committee.

Review its own performance annually.

 

 

Corporate Governance

 

 

Prepare and recommend to the Board a set of corporate governance guidelines applicable to the Company. Review and evaluate the adequacy of

     such guidelines annually and recommend to the Board any changes deemed appropriate by the Corporate Governance Committee.

Perform any other activities consistent with this Charter, the Company's By-laws and governing law, as the Corporate Governance Committee or

     as the Board deems appropriate.

 

 

Director Compensation

 

 

Review and approve annual retainer and meeting fees for directors of the Board and committees of the Board and fix the terms and awards of

     stock compensation for members of the Board. As part of such review, the Corporate Governance Committee will consider how the Company's

     director fees and other compensation relates to director compensation for companies of comparable size and complexity and also will consider

     the impact that excessive director compensation could potentially have on director independence. The Corporate Governance Committee's review

     will include an examination of both direct and indirect forms of compensation to the Company's directors, including charitable contributions to

     organizations in which a director is affiliated, and consulting or similar arrangements.

 

 

 

IV. Meetings of Corporate Governance Committee

 

The Corporate Governance Committee shall meet regularly prior to, or following, meetings of the Board of Directors.

 

The Corporate Governance Committee shall report regularly to the Board, at a minimum, after each meeting of the Corporate Governance Committee, and shall keep written minutes of its meetings, which minutes shall be maintained with the books and records of the Company.

 

The members of the Corporate Governance Committee shall select a chair, who will preside at each meeting of the Corporate Governance Committee and, in consultation with the other members of the Corporate Governance Committee, shall set the frequency and length of each meeting and the agenda of items to be addressed at each upcoming meeting. A majority of the members of the Corporate Governance Committee present in person or by means of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other shall constitute a quorum. In addition, at the first meeting of the Corporate Governance Committee and at each first meeting held in each successive year, the chair, in consultation with the other members of the Corporate Governance Committee, shall propose a list of items to be addressed by the Corporate Governance Committee during the coming year.

 

The Corporate Governance Committee may request that any directors, officers or employees of the Company, or other persons whose advice and counsel are sought by the Corporate Governance Committee, attend any meeting of the Corporate Governance Committee to provide such pertinent information as the Corporate Governance Committee requests.

 

The chair shall ensure that the agenda for each upcoming meeting of the Corporate Governance Committee is circulated to each member of the Corporate Governance Committee as well as to each other director in advance of the meeting, and that the list of items to be addressed by the Corporate Governance Committee during the coming year is circulated to each member of the Corporate Governance Committee as well as to each other director not later than ten business days after the first meeting of the Corporate Governance Committee each year. The chair, subject to the approval of a majority of the members of the Corporate Governance Committee, shall have the authority to change the agenda to respond to any matters that warrant attention.

 

V. Resources of Corporate Governance Committee

 

The Corporate Governance Committee has sole authority to retain and terminate any search firm to be used to identify director candidates. The Corporate Governance Committee also has sole authority to negotiate contracts with the search firm and to establish the fees payable to the search firm. The Corporate Governance Committee also has the authority to retain other professionals to assist it with any background checks or other related matters.

 

The Corporate Governance Committee shall have the sole authority to determine the extent of funding necessary for payment of compensation to any search firm and the authority to determine the extent of funding necessary for payment of compensation to any other professionals retained to advise the Corporate Governance Committee.