Nominating and Corporate Governance Committee Charter
2003 Nominating Charter: CDT
The nominating and corporate governance committee of the board of directors of Cable Design Technologies Corporation shall consist of a minimum of two directors. Members of the committee shall be appointed and may be removed by the board of directors. All members of the committee shall be independent directors under the proposed or adopted (as applicable) New York Stock Exchange standard.
The purpose of the committee shall be to assist the board in identifying qualified individuals to become board members, in determining the composition of the board of directors and its committees, in monitoring a process to assess board effectiveness and in developing and implementing the company's corporate governance guidelines.
In furtherance of this purpose, the committee shall have the following authority and responsibilities:
To lead the search for individuals qualified to become members of the board of directors and to select director nominees to be presented for shareholder approval at the annual meeting. The committee shall select individuals as director nominees who shall have the highest personal and professional integrity, who shall have demonstrated exceptional ability and judgment and who shall be effective, in conjunction with the other nominees to the board, in collectively serving the long-term interests of the shareholders.
Directors should possess the following qualifications: (i) an inquiring and independent mind; (ii) practical wisdom and mature judgment; (iii) broad training and experience at the policy-making level in business, finance, accounting, law, government, education or technology; and (iv) expertise that is useful to CDT and complementary to the background and experience of other board members.
The committee shall have the sole authority to delegate any of its responsibilities to subcommittees as the committee may deem appropriate in its sole discretion.
The committee shall have the authority to retain any search firm engaged to assist in identifying director candidates, and to retain outside counsel and any other advisors as the committee may deem appropriate in its sole discretion. The committee shall have sole authority to approve related fees and retention terms.
The committee shall report its actions and recommendations to the board at the next regularly scheduled board meeting after each committee meeting, and shall conduct and present to the board an annual performance evaluation of the committee. The committee shall review at least annually the adequacy of this charter and recommend any proposed changes to the board for approval.
Adopted June 9, 2002