Aon Corporation Governance/Nominating Committee Charter
Committee's Goals and Responsibilities
1. The Committee shall establish the Board's criteria for selecting new directors.
2. The Committee shall provide oversight of the evaluation of the Board and management.
3. The Committee shall provide an annual performance evaluation of the Committee.
4. The Committee shall make regular reports to the Board.
5. The Committee shall review Committee member qualifications, appointment and removal and Committee structure and operations (including authority to delegate to subcommittees).
6. The Committee shall have sole authority to retain and terminate any search firm to be used to identify director candidates and shall have sole authority to approve the search firm's fees and other retention terms.
7. The Committee shall lead the Board in its annual performance evaluation, including, soliciting comments from all directors, preparing a report to the Board with an assessment of the performance of the Board and making recommendations for improvements of the Board's operations.
8. The Committee shall lead the Board in its annual review of the skills and characteristics of individual Board members as well as the composition of the Board as a whole, including assessments of independence of nonmanagement directors, and shall take action to effect changes in incumbent directors if deemed appropriate.
9. The Committee shall review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval