2003 Committee Charter : BWC

1
BELDEN INC.
CHARTER GOVERNANCE AND NOMINATING
COMMITTEE
Purpose
The Committee's purpose is (i) to identify individuals qualified to become Board
members, (ii) to recommend director nominees for election to the Board to fill new or
vacated positions on the Board, and (iii) to develop (or modify) and recommend to the
Board a set of corporate governance principles which, upon adoption, shall be applicable
to the Company. The Committee will fulfill its purpose within the context of the New
York Stock Exchange rules and applicable law by striving to exceed applicable
requirements and by following best practices in the area of corporate governance.
Membership
The Committee shall be appointed by the Board and shall consist of at least three
directors, each of whom shall be independent of management and the Company. Under
the proposed New York Stock Exchange (NYSE) rules, to be considered independent, the
Board must determine that a director does not have any direct or indirect material
relationship with the Company. The Company believes that Committee members meet
the proposed NYSE standard. Once the NYSE issues a final rule on the matter, the Board
will assess whether Committee members meet the standard.
Responsibilities
The Committee's responsibilities shall include:
Director Responsibilities
  • establishing director qualification standards, including policies addressing director
    availability to discharge Board responsibilities, attendance at Board meetings,
    advance review of meeting materials, and director tenure, retirement and succession;
  • considering, recommending and recruiting candidates to fill new (or vacancies of
    existing) positions on the Board for approval by the Board and the shareholders;
  • reviewing candidates recommended by shareholders;
  • overseeing the appropriate and necessary inquiries into the backgrounds and
    qualifications of possible candidates; and
    2
    Governance Responsibilities
  • considering matters of corporate governance and reviewing and revising (when
    appropriate) the Company's Corporate Governance Guidelines, Code of Conduct and
    Conflict of Interest Policy (it being understood that the Audit Committee will
    continue to oversee employee compliance with the Code of Conduct and Conflict of
    Interest Policy).
    Other Responsibilities
  • The Committee shall oversee the evaluation process of the Board and management;
  • establish Committee member qualifications, appointments and removals and
    Committee structure and operations (including authority to delegate to
    subcommittees);
  • the Committee, through the Committee Chair, shall report its actions and
    recommendations to the Board after each Committee meeting;
  • the Committee, with director participation, shall have sole authority to retain and
    terminate any search firm to be used to identify director candidates, including sole
    authority to approve the search firm's fees and other retention terms;
  • the performance of the Committee shall be self-evaluated annually, the results of
    which shall be presented to the Board; and
  • the Committee Chair will preside over all non-management executive sessions of the
    Board.
    Charter Review
    The Committee will annually review and reevaluate the adequacy of its charter. Where
    appropriate, the Committee will revise the Charter and seek the review and approval of
    the Board for such revisions.