The purpose of the Corporate Governance Committee (the
“Committee”) is to (a) identify and recommend to the Board of
Directors (the “Board”) of Franklin Electric Co., Inc. (the
“Company”) candidates for nomination or appointment as directors,
(b) review the Board’s committee structure and recommend
appointments to committees, (c) develop and recommend to the Board,
Corporate Governance Guidelines applicable to the Company, (d)
discharge the duties and responsibilities of the Board relating to
the compensation of the non-employee directors of the Company, and
(e) lead the Board in its annual review of the Board’s performance.
B. Duties and Responsibilities
- Corporate Governance
- Review from time to time the size of the Board, within the
range provided for in the Company’s By-Laws, and recommend to
the Board any changes to such size that the Committee deems
appropriate, taking into account the considerations stated in
the Company’s Corporate Governance Guidelines, as from time to
time in effect.
- Identify persons that the Committee believes are qualified
to be directors of the Company, and consider and evaluate other
candidates for director brought to the attention of the
Committee, including persons nominated by shareholders in
accordance with the nomination procedures in the Company’s
By-laws or persons otherwise recommended by shareholders, in
each case taking into account the factors specified for
consideration in the Company’s Corporate Governance Guidelines,
as from time to time in effect.
- Recommend to the Board (a) the nominees for election as
directors at each annual meeting of shareholders or at any
special meeting of shareholders at which directors are to be
elected and (b) the persons to be appointed by the Board to fill
any vacancy on the Board (including any vacancy resulting from
an increase in the size of the Board).
- Review, at least annually, the committee structure of the
Board and the membership of the Board committees (including the
Committee), and recommend to the Board nominees for appointment
to each of the committees (including the Committee), taking into
account the qualifications for membership, if any, specified in
the applicable committee charter and the factors specified for
consideration in making such appointments in the Company’s
Corporate Governance Guidelines, as from time to time in effect.
- Review periodically the procedures specified in the
Company’s By-laws for shareholder nominations of directors and
recommend to the Board for approval any changes that the
Committee deems necessary or appropriate.
- Oversee the procedures adopted by the independent directors
relating to shareholder communications with the Board, Board
committees and individual directors and recommend to the
independent directors for approval any changes that the
Committee deem necessary or appropriate.
- Establish procedures for the Committee to exercise oversight
of the annual evaluation of the Board.
- Review the independence of each director and make
recommendations to the Board regarding its independence
determinations required under the Sarbanes-Oxley Act of 2002 and
the applicable corporate governance rules of the Nasdaq Stock
- Review and reassess, at least annually, the adequacy of the
Company’s Corporate Governance Guidelines and recommend to the
Board any changes that the Committee deems necessary or
- Review any proposals submitted by shareholders for inclusion
in the Company’s proxy statement and recommend to the Board any
action to be taken in response to such proposals.
- Review the code of ethics for the Company’s senior financial
officers adopted pursuant to the Sarbanes-Oxley Act of 2002 and
recommend to the Board any changes that the Committee deems
necessary or appropriate.
- Review procedures established for monitoring compliance by
the Company’s directors, officers and employees with the
Company’s Code of Business Conduct and Ethics and advise the
Board of any material compliance problems identified by the
Committee as a result of such procedures.
- Review any proposed changes to the Company’s Articles of
Incorporation and By-Laws and recommend to the Board any changes
that the Committee deems necessary or appropriate.
- Review any proposed changes to the Company’s Rights Plan and
recommend to the Board any changes the Committee deems necessary
- Director Compensation
- Review and recommend to the Board the adoption of, or
changes to, the Company’s compensation policies, plans and
programs for its non-employee directors.
- Review and recommend to the Board grants of awards to
non-employee directors under the Company’s equity-based plans
and incentive compensation plans.
- Other Duties
- Review and reassess, at least annually, the adequacy of the
Corporate Governance Guidelines and recommend to the Board, for
its approval, any changes the Committee believes are necessary
- Review and reassess the adequacy of this Charter on an
annual basis and submit any recommended changes to the Board for
- Conduct and review with the Board an annual performance
evaluation of the Committee, which evaluation shall compare the
performance of the Committee with the requirements of this
Charter and set forth the goals and objectives of the Committee
for the upcoming year.
- Make regular reports to the Board.
- Discharge any other duty or responsibility assigned to it by
C. Committee Membership
The Committee shall consist of at least three directors, all of
whom shall be “independent directors” under the Company’s Corporate
Governance Guidelines and the Nasdaq rules. All Committee
members shall have, in the judgment of the Board, the experience,
expertise and judgment necessary to advise the Board on corporate
governance and non-employee director compensation
The Board shall appoint the Committee members and
the Chairman of the Committee annually based on the recommendations
of the Committee. The Board may fill vacancies on the
Committee and may remove a member from Committee membership at any
time with or without cause.
D. Committee Structure and Operations
The Committee shall meet at least two times a year.
Additional meetings may be held, or actions may be taken by
unanimous written consent, as deemed necessary or appropriate by
the Committee Chairman or by any other member of the
Committee. Minutes of each meeting shall be prepared by the
Secretary or any Assistant Secretary of the Company or such other
person designated by the Committee Chairman as Acting Secretary of
the Committee, and when approved, shall be distributed to all
The Committee may meet with the CEO,
other members of management, consultants or advisors as it may
deem necessary or appropriate.
The Committee shall have the resources and authority
appropriate to discharge its duties and responsibilities. In
particular, the Committee shall have (a) direct and unrestricted
access to the Company’s management and non-management personnel
and all corporate records, (b) the authority to retain and
terminate any search firm to be used to identify director
candidates, including authority to approve the search firm’s fees
and other retention terms, and (c) the authority to obtain advice
and assistance from internal or external legal, accounting or
- Delegation of Authority
The Committee may, in its discretion, delegate all or a portion
of its duties and responsibilities to a subcommittee of the