2003 Committee Charter : CAT
CHARTER OF THE NOMINATING AND
GOVERNANCE COMMITTEE OF THE BOARD OF DIRECTORS
(adopted by the Board on February 14, 2001)
I. PURPOSE AND GENERAL RESPONSIBILITIES
The Nominating and Governance Committee (the "Committee") is to provide continuing
assistance to the Board regarding the appropriate size and composition of the Board, as
well as monitoring and making recommendations regarding the Board's performance. The
Committee shall fulfill its duties by making recommendations regarding the size of the
Board and criteria for the selection of candidates to serve on the Board. The Committee
shall evaluate proposed candidates for election to the Board. In this connection, the
Committee shall recommend to the Board slates of nominees for election to the Board at
annual meetings of stockholders of the Company. The Committee shall also recommend
to the Board candidates for election as officers of the Company. Further, the Committee is
responsible for monitoring compliance with the Board's Guidelines on Corporate
Governance Issues, and for administering the Board's annual self-evaluation process and
sharing the results thereof with the Board for discussion and deliberation.
To perform this function, the Committee shall have the authority to perform the specific
duties enumerated in this Charter and, upon the direction or approval of Caterpillar Inc.'s
Board of Directors (the "Board"), to undertake other activities on behalf of the Board. The
Committee is authorized to request reports on matters related to its authority, its duties as
described in this Charter and on any subject that it deems related to its responsibilities.
All employees of the Company shall cooperate as requested by the Chairman of the
Committee. The Committee is empowered to retain such advisors and consultants as it
deems necessary to assist the Committee in fulfilling its responsibilities. The Committee
shall recommend to the Board any extensions or changes in the authority or duties of the
Committee that it deems appropriate.
The Committee shall have a Chairman appointed by the Board of Directors. The
Committee shall consist of that number of directors as the Board shall determine from
time to time, such number not to be less than two members in accordance with Article III,
Section 5 of the bylaws of the Company. No member of the Committee shall have a
relationship to Caterpillar that may interfere with the exercise of their independent
judgment, as such independence is defined by New York Stock Exchange Listing
III. MEETING ATTENDANCE AND MINUTES
The Committee shall meet at such times as the Chairman of the Committee shall designate
and notice of such meetings shall be given to Committee members, all in accordance with
the bylaws of the Company. One-third of the Committee, but not less than two members,
shall constitute a quorum for the transaction of business. Unless the Committee by
resolution determines otherwise, any action required or permitted to be taken by the
Committee may be taken without a meeting if all members of the Committee consent
thereto in writing and the writing or writings are filed with the minutes of the proceedings
of the Committee. As necessary or desirable, the Chairman of the Committee may require
that any members of management be present at meetings of the Committee. Members of
the Committee may participate in a meeting through use of conference telephone or
similar communications equipment, so long as all members participating in such meeting
can hear one another, and such participation shall constitute presence in person at such
The Committee shall report to the Board periodically or as required by the nature of its
duties on all of its activities and shall make such recommendations to the Board as the
Committee decides are appropriate. The Secretary of the Company shall publish minutes
of each meeting, which shall be filed by the Secretary of the Company with the records of
the Company. Copies of such minutes shall be provided to each Board member.
IV. RESPONSIBILITIES AND DUTIES
Nominating and Governance Committee Charter
The Committee may review this charter at the Committee's discretion to assure its
continuing adequacy. The Committee shall recommend any proposed changes to the
Board for adoption.
Corporate Governance Guidelines
The Committee shall be responsible for the implementation of, and monitoring
compliance with, the Guidelines on Corporate Governance Issues adopted by the Board
and shall make recommendations to the Board regarding any non-compliance with,
alteration of, the Guidelines as the Committee in its experience deems appropriate.
Size and Composition of the Board
The Committee shall make recommendations regarding the size of the Board. The
Committee shall also develop and recommend to the Board criteria for the selection of
individuals to be considered as candidates for election to the Board.
Selection of Directors
The Committee shall receive suggestions concerning possible candidates for election to
the Board, including all self-nominations and third-party nominations. The Committee
shall review and evaluate the qualifications of all individuals identified as possible
candidates for director and recommend to the Board individuals for election as directors.
This function shall include but not be limited to making recommendations regarding:
vacancies resulting from an increase in the size of the Board; and
meetings of stockholders.
CEO and Chairman of the Board Succession
The Committee shall advise the Board concerning candidates for the position of Chairman
of the Board and Chief Executive Officer, and conduct such investigation of such
candidates as the Committee may deem appropriate. The Chairman of the Committee
shall chair any executive session of the Board called for the purpose of discussing CEO
and Chairman of the Board succession issues.
Officer Nomination and Ratification
The Committee shall advise the Board concerning possible candidates for such positions
as Vice Chairman of the Board, Group President, Executive Vice President and Vice
President, Controller, Secretary, Treasurer, and such other officers of the Company may
from time to time deem appropriate. To fulfill these responsibilities, the Committee may
conduct such investigations as the Committee shall deem appropriate.
Annual Board Evaluation
The Committee shall administer the annual self-evaluation by the Board, share the
evaluation results with the full Board and lead Board discussions and analysis thereof.
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