Nominating and Corporate
Governance Committee

Corporate Governance Committee Charter

Purpose

The purpose of the Corporate Governance Committee shall be to assist the Board (1) in identifying qualified individuals which have been proposed by Board members, by independent search firms, by shareholders or by others to become Board members, (2) in determining the director nominees to stand for election by the shareholders; (3) in developing and implementing the Corporate Governance Principles applicable to the Company; (4) in its annual review of the Board's performance and in overseeing the evaluation of management; and (5) in selecting director nominees for each committee.  

Committee Membership

The Corporate Governance Committee shall consist of no fewer than three members. The members of the Corporate Governance Committee shall meet the independence requirements of the New York Stock Exchange.

The members of the Corporate Governance Committee shall be appointed and replaced by the Board.

Meetings

The Governance Committee shall meet as often as it determines, but not less frequently than twice a year. At least two members shall be present at each meeting of the Governance Committee to establish a quorum. The Governance Committee may request any director, officer or employee of the Company or the Company's outside counsel or other consultants of the Company to attend a meeting of the Committee or to meet with any members of, or consultants to, the Committee. The meetings of the Governance Committee are open to all directors.

Committee Authority and Responsibilities

1.        The Corporate Governance Committee shall have the sole authority to retain and terminate any search firm to be used to identify director candidates and shall have sole authority to approve the search firm's fees and other retention terms. The Corporate Governance Committee shall also have authority, to the extent it deems necessary or appropriate, to obtain advice and assistance from internal or external legal, accounting or other advisors and to have access to such advisors without the presence of any officer of the Company. The Company shall provide for appropriate funding, as determined by the Governance Committee, for payment of compensation to any advisors employed by the Governance Committee.

2.        The Corporate Governance Committee will provide a forum for Board members and others to submit nominees to the Board as well as facilitate the submission of director candidates by shareholders. Once the nominees have been submitted, the Corporate Governance Committee shall review the qualifications of director nominees in accordance with the minimum qualifications specified in the Corporate Governance Principles and report to the Board their recommendation in regard to such nominees.

3.        The Corporate Governance Committee shall receive comments from all directors and report annually to the Board with an assessment of the Board's performance and the composition and size of the board as a whole.

4.        The Corporate Governance Committee shall review and reassess the adequacy of the Corporate Governance Principles of the Company and recommend any proposed changes to the Board for approval.

5.        The Corporate Governance Committee may form and delegate authority to subcommittees or to any one of its members as it deems appropriate.

6.        The Corporate Governance Committee shall make regular reports to the Board.

7.        The Corporate Governance Committee shall review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval. The Corporate Governance Committee shall annually review its own performance.

8.        The Corporate Governance Committee shall establish a procedure to allow interested parties to address their concerns to the Chairman of the Corporate Governance Committee, who shall review and report such concerns to the Board or other committees as the Chairman determines appropriate, in accordance with the procedure and criteria approved by the Board.

9.        The Corporate Governance Committee shall review periodically the Company's policy in regard to a Shareholder Rights Plan.

10.     The Corporate Governance Committee shall review periodically the succession plans relating to Chairman and Chief Executive Officer.

11.     The Corporate Governance Committee shall review and approve all contracts with present and former officer and directors or their affiliate

12.     The Corporate Governance Committee annually shall review and recommend compensation for board and committee members.

13.     The Corporate Governance Committee shall oversee the evaluation of management. 

Governance Committee Powers

The Committee shall also have the following powers:

14.     To interview and meet with any employee of the Company without the presence of any officer of the Company.

15.     To investigate any matter brought to its attention within the scope of its duties.

16.     Such other powers as may be necessary to fulfill its purposes as defined in this Charter.