NOMINATING AND GOVERNANCE COMMITTEE
2003 Committee Charter : AXP
The Committee is responsible for assisting the Board of Directors in (i) identifying
individuals qualified to become members of the Board; (ii) recommending director nominees for
each annual meeting of shareholders and director nominees to fill any vacancies that may occur
between meetings of the shareholders (iii) developing and recommending to the Board corporate
governance principles applicable to the Company (iv) recommending compensation and benefit
programs for non-employee directors and policies relating to the tenure, succession and
retirement of directors and (v) overseeing the annual review and evaluation of the performance
of the Board and its Committees.
The Committee shall be composed of at least three directors who shall be appointed by the
Board and who shall meet the independence requirements of the New York Stock Exchange.
The Committee shall meet at least two times per year, or more frequently as circumstances
require, and shall make regular reports to the Board on the Committee's activities.
In carrying out its responsibilities, the Committee:
New York Stock Exchange listing standards and which require each candidate to
possess independence, integrity, forthrightness, experience in areas of importance to
the Company and a commitment to the interests of the Company's shareholders as a
and Chief Executive Officer, to fill positions on the Board. The Committee shall
also reconsider and reassess the contributions of those directors eligible for
reelection and shall review the candidates who may be recommended by
shareholders of the company not less than 90 nor more than 120 days prior to the
Annual Meeting of Shareholders.
the size, independence, diversity, composition and responsibilities of the Board of
Directors and its Committees as well as the Board's oversight of management.
various Committees of the Board.
and recommends tenure, succession and retirement policies for directors.
Committee with respect to the identification and review of candidates for the Board,
including sole authority to approve such firms' fees and other retention terms.
education of incumbent directors.
well as policies for governing the Company in emergencies. The Committee's
management succession responsibilities are shared by the Compensation and
Benefits Committee which serves as the Board's executive resources committee.
annual evaluation and discusses the results of the annual evaluation with the full