The purpose of the Corporate Governance and
Nominating Committee (the "Committee") of the Board of Directors
(the "Board") of Vector Group Ltd. (the "Company") is
to identify and recommend individuals to the Board for nomination as members
of the Board and to develop and recommend to the Board a set of corporate
governance principles applicable to the Company. The Committee shall report
to the Board on a regular basis and not less than once a year.
The Committee shall consist solely of two or more
members of the Board, each of whom the Board has determined has no material
relationship with the Company and each of whom is otherwise
"independent" under the rules of the New York Stock Exchange,
Members shall be appointed by the Board, and shall
serve at the pleasure of the Board and for such term or terms as the Board
The Board shall designate one member of the
Committee as its Chair. The Committee shall meet in person or
telephonically at least twice a year at a time and place determined by the
Committee Chair, with further meetings to occur, or actions to be taken by
unanimous written consent, when deemed necessary or desirable by the
Committee or its Chair.
The following are the responsibilities of the
recommendations to the Board from time to time as to changes that the
Committee believes to be desirable to the size of the Board.
individuals believed to be qualified to become Board members, consistent
with criteria approved by the Board, and to recommend to the Board the
nominees to stand for election as directors at the annual meeting of
stockholders or, if applicable, at a special meeting of stockholders. In
the case of a vacancy in the office of a director (including a vacancy
created by an increase in the size of the Board), the Committee shall
recommend to the Board an individual to fill such vacancy either through
appointment by the Board or through election by stockholders. In
recommending candidates, the Committee shall take into consideration the
criteria approved by the Board, which are set forth in the Company's
Corporate Governance Guidelines, and such factors as its
deems appropriate. These factors may include judgment, skill, diversity,
experience with businesses and other organizations of comparable size, the
interplay of the candidate's experience with the experience of other Board
members, and the extent to which the candidate would be a desirable
addition to the Board and any committees of the Board. The Committee shall
consider all candidates recommended by the Company's shareholders in
accordance with the procedures set forth in the Company's annual proxy
statement. The Committee may consider candidates proposed by management,
but is not required to do so.
3. Identify Board
members qualified to fill vacancies on any committee of the Board
(including the Committee) and to recommend that the Board appoint the
identified member or members to the respective committee. In nominating a
candidate for committee membership, the Committee shall take into
consideration the factors set forth in the charter of that committee, if
any, as well as any other factors it deems appropriate, including without limitation
the consistency of the candidate's experience with the goals of the
committee and the interplay of the candidate's experience with the
experience of other committee members.
procedures for the Committee to exercise oversight of the evaluation of the
Board and management.
5. Develop and
recommend to the Board a set of corporate governance principles applicable
to the Company, and to review those principles at least once a year.
6. Confirm that
executive sessions of the Board are held regularly.
7. Prepare and issue
the evaluation required under "Performance Evaluation" below.
8. Report to the
Board on a regular basis, and not less than once per year.
9. Perform any other
responsibilities expressly delegated to the Committee by the Board from
time to time relating to the nomination of Board and committee members.
The Committee may, in its discretion, delegate all
or a portion of its responsibilities to a subcommittee of the Committee.
The Committee shall prepare 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. The performance evaluation shall also recommend to the Board
any improvements to the Committee's charter deemed necessary or desirable
by the Committee. The performance evaluation by the Committee shall be
conducted in such manner as the Committee deems appropriate. The report to
the Board may take the form of an oral report by the Chair of the Committee
or any other member of the Committee designated by the Committee to make
The Committee shall have the resources and authority
appropriate to discharge its responsibilities, including the authority to
select, retain terminate, and approve the fees and other retention terms of
special counsel or other experts or consultants, as it deems appropriate, without
seeking approval of the Board or management. With respect to consultants or
search firms used to identify director candidates, this authority shall be
vested solely in the Committee.