Charter of the Nominating and Corporate Governance Committee
2003 Committee Charter : ATO
of the Board of Directors
Adopted August 12, 2003
The purpose of the Nominating and Corporate Governance Committee (the
"Committee") is to develop policy on board size, composition and procedures as well
as criteria regarding the qualifications of suitable Board of Directors candidates and to
consider, review and recommend current and future director candidates to the Board.
In addition, the Committee is ultimately responsible for all corporate governance
matters of the Company, including the development of a set of effective corporate
governance guidelines applicable to the Company and recommendation of the
adoption thereof to the Board of Directors.
Powers and Duties
A. The Committee shall have the powers to perform the following duties as well as
performing any additional duties as may be directed by the Board of Directors from
time to time:
nominees to the Board with a view to achieving and maintaining balance and
diversity on the Board (with respect to race, sex, age, geographical location,
knowledge, skills, expertise, business experience, and other appropriate
measures) to the greatest extent possible.
recommend to the Board of Directors any changes thereto.
director candidates, including sole authority to approve search firm fees and
other terms and conditions of the engagement.
independent counsel or other advisors to work with the Committee from time
to time, as it deems appropriate.
the nominees to be submitted to the Company's shareholders for election at
each Annual Meeting and suitable candidates to fill any vacancies occurring on
the nominees for director submitted by the Company's shareholders.
approval directors to serve as members of each committee. The Committee
shall review and recommend committee slates annually and shall recommend
additional committee members to fill vacancies as needed.
including the development and annual review of corporate governance
performance of the Board of Directors and its committees as well as the
management of the Company.
education programs for directors, which support the Committee's objective to
promote the continuing competence and quality performance of the Board and
B. The power and authority of the Committee is subject to the provisions of the Texas
Business Corporation Act, the Virginia Stock Corporation Act, the Company's
Articles of Incorporation and Bylaws, applicable federal securities laws, the rules and
regulations of the Securities and Exchange Commission ("SEC") and the listing
standards of the New York Stock Exchange ("NYSE").
A. The Committee shall be comprised of three to six members of the Board of Directors,
each of whom shall satisfy the independence and experience requirements of the SEC
and the listing standards of the NYSE. The members of the Committee and its
Chairman shall be appointed annually by the Board of Directors and may be removed
at any time by the Board of Directors in its sole discretion.
B. Vacancies in the membership of the Committee shall be filled by the Board of
A. The Committee shall meet as required, upon the call of the Chairman of the
Committee. A majority of the Committee members shall constitute a quorum for the
transaction of business.
B. The Chairman of the Committee shall prepare a written agenda in advance of each
meeting of the Committee. The Committee shall keep regular minutes of its meetings
and shall report its actions to the full Board at the next Board meeting. The Secretary
of the Board of Directors will serve as Secretary for the Audit Committee.