2004 Committee Charter : CBB
The Governance and Nominating Committee is appointed by the Board for the primary purposes of:
2. periodically reviewing the size and composition of the Board and recommending to the Board when modifications to its size and/or composition are necessary or desirable;
3. recommending to the Board the director nominees for the next annual meeting of shareholders;
4. recommending to the Board individuals to fill vacant Board positions;
5. recommending to the Board committee appointments and chairpersons;
6. periodically reviewing and recommending to the Board updates to the Company's Corporate Governance Guidelines and related Company policies;
7. overseeing an annual evaluation of the Board and its committees.
The Governance and Nominating Committee will consist of at least three Directors, all of whom must be "independent" in accordance with the applicable listing standards of the New York Stock Exchange.
The Committee will meet at least four times annually and may meet as frequently as circumstances warrant. In advance of each meeting, an agenda and any other available relevant information will be furnished to the members. In addition to the Committee members, each meeting will usually be attended by the Chairman of the Board, the CEO and the Corporate Secretary. The Committee may also request other management representatives to attend meetings and help conduct the business of the Committee.
To facilitate discussion and action by the Committee, it may meet in executive session during each scheduled meeting and more frequently as circumstances dictate.
In addition to other obligations that may be placed on it by law or by any regulatory body, the Company's charter or bylaws or the Board, the responsibilities of the Governance and Nominating Committee will include:
Director Nomination and Selection. The Committee will oversee the Nomination and Approval Procedure for Director candidates and shall recommend proposed candidates to the Board for election at each annual meeting of shareholders as well as candidates to fill vacant Board positions as such vacancies arise from time to time.
The Committee will have administrative support from the Company and will have access to such additional resources as may be required by specific circumstances. The Committee shall have sole authority to retain and terminate any search firm to be used to identify director candidates and any other consultants to assist it in the performance of its responsibilities. Such authority shall include the sole authority to approve such firm's fees and other retention terms. The Company will provide for appropriate funding, as determined by the Committee, for the payment of compensation to any search firm or other advisors employed by the Committee.