BUILDING MATERIALS HOLDING CORPORATION

NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER

Approved and Adopted

February 10, 2003

 

 

 

1. Authority and Mission.

 

The Nominating and Corporate Governance Committee is a standing committee of the Board of Directors which acts on behalf of the Board of Directors in identifying, screening and recommending qualified candidates to serve as directors of the Company, administering the corporate governance policies of the Company and maintaining and overseeing the operations and effectiveness of the Board of Directors.

 

2. Composition.

 

The Committee shall consist of at least three directors appointed by the Board of Directors, who shall be (i) independent of management and free from any relationship that, in the opinion of the Board, would interfere with exercise of independent judgment as a Nominating and Corporate Governance Committee member, and (ii) independent under the rules of Nasdaq for Nasdaq National Market companies. The Board of Directors shall designate one of the Nominating and Corporate Governance Committee members to be Chairperson.

 

3. Duties and Responsibilities.

 

The Nominating and Corporate Governance Committee assists the Board of Directors in identifying, screening and recommending qualified candidates to serve as directors of the Company, administering the corporate governance policies of the Company and in maintaining oversight of the Board of Directors' operations and effectiveness. The Committee shall assist the Compensation Committee and President and Chief Executive Officer in establishing the executive compensation and benefits philosophy and strategy for the Company. Specifically, the Nominating and Corporate Governance

Committee will:

 

   Nomination Functions

 

Recommend to the Board candidates for election or reelection to the Board at each Annual Meeting of Stockholders of the Company.

Recommend to the Board candidates for election by the Board to fill vacancies occurring on the Board.

Consider stockholder nominees.

Make recommendations to the Board concerning the selection criteria to be used by the Committee in seeking nominees for election to the Board.

Aid in attracting qualified candidates to serve on the Board.

   Corporate Governance Functions

 

Make recommendations to the Board concerning the structure, composition and functioning of the Board and all Board committees.

Review Board meeting procedures, including the appropriateness and adequacy of the information supplied to directors prior to and during Board meetings.

Review and recommend changes to the corporate governance policies adopted by the Board, including retirement policies for directors.

Review and recommend amendments to the Company's ethics policies for officers and employees, as appropriate.

   Evaluation Functions

 

Evaluate or provide for evaluation of Board performance.

Evaluate the performance of the CEO in coordination with the Compensation Committee in accordance with the evaluation process approved by the Board.

Review independence of directors to ensure compliance with applicable regulations.

Conduct an annual review of best practices, and compliance with SEC and Nasdaq rules and legislative requirements relating to corporate governance matters.

Review any outside directorships in other public companies held by senior company officials.

Periodically receive and consider recommendations from the CEO regarding succession at the CEO and other senior officer levels.

Make reports and recommendations to the Board of Directors within the scope of its functions.

4. Meetings.

 

The Committee will meet as often as in its judgment is necessary. The Committee may meet either in person or telephonically and at such times and places as the Committee determines. The Committee shall report the results of each of its meetings to the Board. The Committee shall have the right to retain and meet privately with independent advisors as needed. A majority of the members of the Committee shall constitute a quorum.