BUNGE LIMITED CORPORATE GOVERNANCE AND NOMINATIONS COMMITTEE CHARTER
The Corporate Governance and Nominations Committee is established by the Board of Directors for the following purposes:
1. Members. The Committee shall consist of as many members as the Board shall determine, but in any event not fewer than four members. The members of the Committee shall be appointed annually by the Board.
2. Qualifications. Each member of the Committee
shall meet all independence and other requirements of law and the New York Stock
Exchange applicable to listed
3. Chair. The Chair of the Committee shall be appointed by the Board.
4. Removal and Replacement. The members of the Committee may be removed or replaced, and any vacancies on the Committee shall be filled, by the Board. In addition, membership on the Committee shall automatically end at such time as the Board determines that a member ceases to be an independent member of the Board.
1. Meetings. The Chair of the Committee, in consultation with the Committee members, shall determine the schedule and frequency of the Committee meetings. Meetings of the Committee may be held in person or by conference call.
2. Agenda. The Chair of the Committee shall develop and set the Committee's agenda, in consultation with the other members of the Committee, the Board and management. The agenda and information concerning the business to be conducted at each Committee meeting shall be circulated to all Board members in advance of the meeting.
3. Report to the Board. The Committee shall report to the Board periodically, but not less than once annually, and make available to the Board the minutes of its meetings.
4. Performance Evaluation; Assessment of Charter. The Committee shall annually conduct a performance evaluation and shall report to the Board the results of the evaluation. The Committee shall review and assess the adequacy of this Charter annually and recommend any changes to the Board.
1. The Committee shall advise the Board periodically with respect to significant developments in the law and practice of corporate governance as well as compliance with the Company's Corporate Governance Guidelines, Code of Ethics, Corporate Policy and Procedure on Insider Trading and applicable laws and regulations, and make recommendations to the Board on all matters of corporate governance and on any corrective action to be taken, as the Committee may deem appropriate.
2. The Committee shall lead the Board in its annual performance evaluation to ensure the Board is functioning effectively. The performance evaluation shall be discussed with the Board following its completion. The Committee shall also establish criteria for the self-evaluations of each committee. The performance evaluations shall focus on the contribution to the Company by the Board and each committee and shall specifically focus on areas in which a better contribution could be made.
3. The Committee shall identify and recommend to the Board nominees for election or re-election to the Board, or for appointment to fill any vacancy that is anticipated or has arisen on the Board, in accordance with the criteria, policies and principles set forth in the Company's Corporate Governance Guidelines and this Charter. The Committee shall strive to recommend candidates that complement the current members of the Board and other proposed nominees so as to further the objective of having a Board that reflects a diversity of background and experience with the necessary skills to effectively perform the functions of the Board and its committees. The Committee shall report to the Board periodically on the status of these efforts. The Committee shall review candidates for the Board recommended by shareholders. The invitation to stand for election to the Board shall be extended by the Chairman of the Board on behalf of the Board.
4. In connection with the preparation of the Company's annual proxy statement, the Committee shall review commercial and other relationships between directors and the Company to determine the independence of each of the directors under the listing standards of the New York Stock Exchange and the director independence standards set forth in the Company's Corporate Governance Guidelines. The Board as a whole, after due deliberation, will make the final independence determinations.
5. The Committee shall, upon a director's resignation from the Board in response to a significant change in the director's principal occupation, determine whether such resignation should be accepted or submitted to the Board for its consideration.
The foregoing duties are not exhaustive, and the Committee may, in addition, perform any other functions it may find necessary or appropriate for the performance of its duties. The Committee shall have the power to delegate its authority and duties to subcommittees or individual members of the Committee as it deems appropriate.
The Committee shall have the power to retain search firms to identify director candidates and corporate governance consultants and advisors to assist it in the performance of its duties. The Committee shall have the sole authority to retain or terminate any search firms or advisors and to review and approve their fees and other retention terms. The Committee may also hire legal, financial or other advisors as it deems necessary.