NOMINATING AND CORPORATE GOVERNANCE
COMMITTEE OF THE BOARD OF DIRECTORS CHARTER
The Nominating and Corporate Governance
Committee (the “Committee”) of CRT Properties, Inc. (the
"Company") shall assist the Board of Directors (the “Board of
Directors” or the “Board”) in fulfilling its responsibility to the
shareholders, potential shareholders and investment community by (i)
identifying individuals qualified to serve as directors and by selecting,
or recommending that the Board select, the nominees for all directorships,
whether such directorships are filled by the Board of Directors or the
shareholders, (ii) developing and recommending to the Board a set of corporate
governance guidelines and principles and (iii) reviewing, on a regular
basis, the overall corporate governance of the Company and recommending
improvements when necessary.
II. COMMITTEE MEMBERSHIP
The Committee shall be comprised of three or
more members of the Board of Directors, each of whom is determined by the
Board of Directors to be “independent” in accordance with the rules of the
New York Stock Exchange, Inc.
The members of the Committee shall be
appointed by the Board of Directors and continue to be members until their
successors are elected and qualified or until their earlier resignation or
removal. Any member of the Committee may be removed, with or without cause,
by the Board of Directors at any time.
The Board of Directors may appoint one member
to be the Chairman. If the Board fails to appoint a Chairman, the members
of the Committee shall elect a Chairman by majority vote of all members.
The Chairman will chair all regular sessions of the Committee and set the
agendas for Committee meetings.
III. COMMITTEE MEETINGS
The Committee shall have regular meetings on a
semi-annual basis, or more frequently as circumstances dictate. Any member
of the Committee may call a special meeting of the Committee. Meetings of
the Committee may be held telephonically.
All non-management directors that are not
members of the Committee may attend meetings of the Committee but may not
vote. In addition, the Committee may invite to its meetings any director,
member of management of the Company and such other persons as it deems
appropriate in order to carry out its responsibilities. The Committee may
also exclude from its meetings any persons it deems appropriate in order to
carry out its responsibilities.
IV. KEY RESPONSIBILITIES
The key responsibilities of the Committee are
set forth below. The Committee shall also carry out any other
responsibilities assigned to it by the Board of Directors from time to
time. The Committee may delegate any of its responsibilities to a
subcommittee so long as such subcommittee is solely comprised of members of
In fulfilling its responsibilities, the
Committee is empowered to investigate any matter brought to its attention.
The Committee has the power to retain outside counsel or other advisors for
this purpose and will receive adequate funding from the Company to engage
such advisors. The Committee shall have the direct responsibility for the
appointment, termination, compensation and oversight of search firms and
recruitment consultants retained by the Company in respect of identifying
and recruiting and shall have sole authority to negotiate and approve such
consultant’s fees and terms of engagement.
Board Selection and Evaluation
Establish the standards and process for the selection of
individuals to serve on the Board of Directors.
Identify individuals qualified to serve as directors,
consistent with criteria approved by the Board, and select, or recommend
that the Board select, the nominees for all directorships, whether such
directorships are filled by the Board of Directors or the shareholders
subject to any contractual or other commitments of the Company. The
Committee shall consider all factors it deems relevant, including sound
judgment, business specialization, technical skills, diversity and the
extent to which the candidate would fill a present need on the Board of
The Committee should review each current member of the Board of Directors
and determine, or recommend to the full Board of Directors, whether such
director should stand for reelection.
Conduct all necessary and appropriate background checks
of potential candidates. In this regard, the Committee shall have authority
to retain the necessary experts to assist it in identifying and reviewing
candidates to serve as directors. The Committee will receive its own
funding from the Company to engage such advisors.
Review the independence and possible conflicts of
interest of members of the Board of Directors and executive officers.
Oversee the evaluation of the Board of Directors and
Review the certificate of incorporation and by-laws of
the Company and recommend to the Board of Directors, if necessary, that it
propose amendments thereto for consideration by the shareholders.
Establish and recommend to the Board a set of corporate
governance guidelines and principles.
The Committee should report regularly to the Board of
Directors following each meeting, which reports shall include any
recommendations the Committee deems appropriate and any other matters that
are relevant to the fulfillment of the Committee’s responsibilities. The
report to the Board of Directors may be an oral report and may be made at
any meeting of the Board of Directors.
Maintain minutes or other records of meetings and
activities of the Committee.
Review and recommend to the Board of Directors for
approval any changes to the Company’s directors’ and officers’
indemnification and insurance policies and arrangements.
V. ANNUAL PERFORMANCE
The Committee shall perform a review and
evaluation, at least annually, of the performance of the Committee and its
members, including the adequacy of this Charter on an annual basis, or more
regularly, as it may deem appropriate, and recommend to the Board of
Directors any improvements that it deems appropriate.
and adopted by the Board of Directors at its regular meeting on February