January 30, 2004
The primary purposes and responsibilities of the Nominating
and Governance Committee of the Board of Directors of Albemarle Corporation
(“Company”) are (i) to identify individuals qualified to become Directors,
consistent with criteria approved by the Board and set forth in the corporate
governance guidelines, and to recommend to the Board the selection of the
Director nominees for the next annual meeting of shareholders; (ii) to
recommend to the Board the individual Directors to serve on the Committees of
the Board, and (iii) to recommend to the Board corporate governance
guidelines and to oversee related governance matters.
The Committee shall be composed of no fewer than three
directors. The composition of the Committee shall satisfy the independence
requirements of the New York Stock Exchange (“NYSE”) within the time
requirements established by the NYSE.
The Committee shall:
• Develop criteria for consideration of candidates for the
Board of Directors and outline such criteria in the corporate governance
• Review periodically the composition of the Board of
• Identify and review candidates for the Board of Directors, including
candidates nominated by shareholders pursuant to the Company’s Bylaws.
• Recommend to the Board of Directors nominees for election as Directors.
• Recommend to the Board of Directors the composition of the Committees of
the Board of Directors.
• Recommend to the Board of Directors a set of corporate governance
• Review periodically the Company’s corporate governance guidelines and make
recommendations to the Board of Directors on governance issues.
• Review periodically any applicable codes of conduct and related policy
• Evaluate periodically the adequacy of the Company’s conflict of interest
• Obtain confirmation from management that any code of conduct and related
policies are understood and implemented.
• Consider other corporate governance and related issues.
• Consider public policy issues that may affect the Company.
• Review periodically the Company’s Committee structure and operations and
the working relationship between each Committee and the Board of Directors.
• Review annually the compensation and shareholding requirements for outside
directors and recommend any changes to the Board of Directors.
• Consider, discuss and recommend ways to improve the effectiveness of the
Board of Directors.
• Recommend to the Board of Directors, from time to time, a slate of nominees
for appointment as officers to the Company.
• Report its activities regularly to the Board of Directors.
• Perform such other functions as may be requested by the Board of Directors.
• Consider input from Management in performing its obligations pursuant to
The Committee shall have authority to retain and terminate outside advisors
to assist in the performance of its functions, with authority to agree to
fees and other terms of engagement.
The Chairman of the Committee shall discuss the Committee’s performance with
each Committee member, following which discussions the Chairman shall lead
the Committee in an annual review of its performance. The annual evaluation
shall include a review of the Committee’s charter.
The Committee shall cause to be provided to the NYSE
appropriate written confirmation of any of the foregoing matters as the NYSE
may from time to time require.