Nominating and Corporate
Governance Committee Charter
The Nominating and Corporate Governance Committee (the
"Committee") is appointed by the Board of Directors (the
"Board") of SL Green Realty Corp. (the "Company"). Its
primary functions are to:
- Identify individuals qualified
to fill vacancies or newly created positions on the Board, and to
recommend to the Board the persons it should nominate for election as
directors at the annual meetings of the Company's shareholders and to
recommend directors to serve on all committees of the Board, and
- Develop and recommend to the
Board corporate governance guidelines ("Corporate Governance
Guidelines") applicable to the Company.
- The Committee will consist of
no fewer than three members, each of whom must meet the independence
requirements set forth, from time to time, in the listing standards of the
New York Stock Exchange ("NYSE") and any other applicable laws,
rules or regulations, including, without limitation, any rules promulgated
by the Securities and Exchange Commission (the "SEC").
- The members of the Committee
will be appointed, removed and replaced by, and in the sole discretion of,
- The Board will designate a
member of the Committee to be the chairman of the Committee.
- The Committee will create its
own rules of procedure, including rules regarding notice of meetings,
quorum and voting. Such rules will be consistent with the Articles of
Incorporation, as amended (the "Charter") and Bylaws (the
"Bylaws") of the Company and with this charter.
- The Committee may create
subcommittees to perform particular functions, either generally or in
- Minutes will be kept with
regard to each meeting of the Committee, which will record all actions
taken by the Committee. The minutes will be maintained with the books and
records of the Company. Copies of the minutes of each meeting of the
Committee will be sent promptly after the meeting to all members of the
- The Committee will report to
the Board at all regular meetings of the Board or at such other times as
the Committee deems necessary or appropriate.
- The Committee shall meet in
person or telephonically at least twice a year at a time and place determined
by the Committee chairman, with further meetings to occur when deemed
necessary or desirable by the Committee or its chairman.
- The Committee may request
members of management or others to attend meetings and provide pertinent
information as necessary.
Responsibilities and Powers
In order to carry out the purposes described above, the Committee
- Assist the Board in fulfilling
its responsibilities to assure that the Company is governed in a manner
consistent with the interests of the shareholders of the Company.
- Make recommendations to the
Board from time to time as to changes that the Committee believes to be
desirable to the size of the Board.
- Identify individuals believed
to be qualified to become Board members, 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
nominating candidates, the Committee shall take into consideration such
factors as it 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, the candidate's industry knowledge and
experience, requirements of the NYSE to maintain a minimum number of
independent directors, requirements of the SEC to have persons with
financial expertise available to serve on the Company's audit committee,
the ability of a nominee to devote sufficient time to the affairs of the
Company, any actual or potential conflicts of interest, and the extent to
which the candidate generally would be a desirable addition to the Board
and any committees of the Board. The Committee may consider candidates
proposed by management or shareholders, but it is not required to do so.
In the event the Company is legally required, by contract or otherwise, to
provide a third party with the ability to nominate a director, the
selection and nomination of such director need not be subject to the
- In the case of a director
nominee to fill a Board vacancy created by an increase in the size of the
Board, make a recommendation to the Board as to the class of directors in
which the individual should serve.
- 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 the 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,
the interplay of the candidate's experience with the experience of other
committee members, requirements of the NYSE for independent members to
serve on the Company's audit and compensation committees and the
Committee, and requirements of the SEC to have persons with financial
expertise available to serve on the Company's audit committee. In
appropriate circumstances, the Committee, in its sole discretion, shall
consider and may recommend the removal of a director for cause, in
accordance with the applicable provisions of the Charter, Bylaws and
Corporate Governance Guidelines.
- To the extent the Committee
deems appropriate, retain search firms to assist in searches by the
Committee for persons to be added to the Board.
- Adopt criteria which the
Committee will apply in its selection of new directors. Such criteria
shall be approved by the Board.
- At least annually, produce and
provide to the Board, a performance review of each member of the Board, of
each committee and that of senior management.
- Review the Board's annual
evaluation of its own performance.
- Consult from time to time with
the Chairman of the Board to obtain his views about whether new members
should be added to the Board and about whether current members should be
re-nominated or replaced.
- Recommend the Corporate
Governance Guidelines, and any proposed changes to those Corporate
Governance Guidelines, to the Board.
- Develop, produce and provide
to the Board, a periodical review (at least annually) of the Corporate
Governance Guidelines relating to the membership and functioning of the
Board and any other matters the Committee deems appropriate.
- In connection with its
development and review of Corporate Governance Guidelines, consult with
the Company's general counsel and with outside legal counsel (which may be
counsel to the Company) about relevant legal requirements and consult
other experts about any other matters the Committee deems appropriate in
connection with its development and review of Corporate Governance
- Review with the Company's
general counsel at least annually the extent to which the Company and its
Directors are complying with the Corporate Governance Guidelines, and, if
necessary, recommend to the Board steps to improve compliance with the
Corporate Governance Guidelines.
- Conduct and provide to the
Board an annual evaluation of its own performance, which evaluation must
compare the performance of the Committee with the requirements of this
charter and set forth the goals and objectives of the Committee for the
- Conduct and provide to the
Board an annual review of this charter and recommend to the Board any
changes the Committee deems appropriate.
- Prepare a summary of the
actions taken at each Committee meeting, which shall be presented to the
Board at the next Board meeting.
- Fulfill any other duties or
responsibilities expressly delegated to the Committee by the Board from
time to time relating to the nomination of Board and committee members.
Any performance evaluation conducted by the Committee
shall be performed in such manner as the Committee deems appropriate. Any
report to the Board may take the form of an oral report by any designated
member of the Committee. The Committee may, in its discretion, delegate all or
a portion of its duties and responsibilities to a subcommittee of the Committee
provided that a charter is adopted for such subcommittee.
Resources and Authority of the Committee
- The Committee shall have the
resources and authority appropriate to discharge its duties and
responsibilities, including the authority to retain counsel and other
experts or consultants at the expense of the Company. The Committee shall
have the sole authority to select and retain a consultant or search firm,
to terminate any consultant or search firm retained by it, and to approve
the consultant or search firm's fees and other retention terms.