CHECKPOINT SYSTEMS, INC.
GOVERNANCE AND NOMINATING COMMITTEE
OF THE BOARD OF DIRECTORS
AMENDED AND RESTATED, EFFECTIVE JULY 29, 2003
Governance and Nominating Committee (the "Committee") shall:
assistance to the Board of Directors in fulfilling its responsibility
with respect to oversight of the appropriate and effective governance of
the Company including:
and recommendation of qualified candidates for election to the Board of
Directors and its Committees
and recommendation of appropriate corporate governance principles for the
of appropriate policies and procedures to ensure the effective
functioning of the Board of directors
regarding the election of corporate officers and the adoption of
appropriate processes to ensure management succession and development
plans for the principal officers of the Company and its key subsidiaries
regarding proposals submitted by shareholders of the Company
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2.0 Structure And Operations
Composition and Qualifications
Committee's composition and qualifications shall meet the requirements of
the rules of the New York Stock Exchange ("NYSE"), as well as
any laws and regulations applicable to Nominating/Corporate Governance
Committees. Accordingly, the Committee shall be comprised of not less
than two members of the Board of Directors, each of whom is determined by
the Board of Directors to be "independent" under the rules of
the NYSE, laws and regulations applicable to Nominating/Corporate
Governance Committee members.
Appointment and Removal
accordance with the Company's By-Laws;
Appointment. The members of the Committee shall be appointed by the
Board of Directors, taking into consideration the recommendation of the
Governance Committee, and shall serve until such member's successor is
duly elected and qualified or until such member's earlier resignation or
Removal. The members of the Committee may be removed, with or
without cause, by action of the full Board of Directors.
Board of Directors shall designate a Chairman of the Committee from among
the members of the Committee. The Committee Chairman will chair all
regular sessions of the Committee and set the agendas for Committee
accordance with the Company's By-Laws, the Board or the Committee may
appoint such subcommittees of the Committee from among the members of the
Committee as they shall deem necessary or appropriate to carry out
specific duties and responsibilities.
Investigations, Access, Outside Advisors and Delegation
and Committee Access. In discharging its duties and responsibilities, the
Committee is empowered to investigate any matter relating to its purpose,
duties or responsibilities that it deems appropriate and shall have full
access to all books, records, facilities and personnel of the Company.
Advisors. The Committee shall have full authority (without the need
for any other Board approval) to retain outside legal, accounting or
other advisors in carrying out its duties and responsibilities, and sole
authority to retain and terminate any search firm to be used to identify
Director candidates. As part of this authority, the committee shall be
authorized to approve the fees payable to such advisors and firms and any
other terms of retention, and the Company shall provide the funding
determined appropriate by the Committee for any such advisors and firms.
Such advisors shall have such access to the books, records, facilities,
and personnel of the Company as the committee shall consider appropriate.
Delegation. Except to the
extent prohibited by NYSE rules or other applicable law or regulation,
the Committee shall have the authority to authorize and delegate matters
within its power and responsibility directly to Company employees or
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Committee shall meet at such times as the Committee shall consider
appropriate to fulfill its duties and responsibilities.
so determines, the Committee may meet separately with members of
management, or with outside advisors or firms to discuss any matters that
the Committee believes would be appropriate.
Call of Meetings
Chairman of the Board of Directors or any member of the Committee may
call meetings of the Committee in accordance with the By-Laws.
independent directors who are not members of the Committee may attend
meetings of the Committee by may not vote. The Committee may invite to
its meetings any director, member of management or any other person it
deems appropriate in order to carry out its responsibilities. The
Committee may also exclude from its meetings or any part of a meeting any
persons it deems appropriate in order to carry out its responsibilities.
Action Without a Meeting
addition to telephonic meetings authorized by the By-Laws, any action
required or permitted to be taken at a meeting of the Committee may be
taken without a meeting if a consent in writing is signed by all
Committee members or if all Committee members consent via electronic
transmission. Any such consent must be filed with the Secretary of the
Company and maintained in the record of the proceedings of the Committee.
or electronic minutes of each meeting shall be prepared and filed with
the records of the Company and shall be available to any and all
Directors of the Company.
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4.0 Responsibilities And Duties
responsibilities and duties enumerated in this Section 4.0 shall be the
common recurring activities of the committee in carrying out its
purposes. The Committee may assume additional duties or responsibilities,
carry out additional functions or adopt additional policies and
procedures as may be appropriate to carry out its purposes or in light of
changing business, legislative, regulatory, legal or other conditions.
The Committee shall also carry out any other responsibilities and duties
delegated to it by the Board of Directors from time to time.
Criteria, Evaluation and Recruitment. The Committee shall determine, as
from time to time deemed appropriate, the criteria for qualification and
selection of directors for election to the Board of Director, identify
and evaluate possible candidates against such criteria, evaluate matters
relating to the recruitment of directors, and assist the Board of
Directors as requested in attracting and retaining qualified members for
the Board of Directors.
Nominees. The Committee shall recommend to the Board of Directors the
slate of nominees of Directors to be elected by the stockholders and any
nominee proposed to be elected by the Board of Directors to fill a
Members. As from time to time deemed appropriate, the Committee shall
recommend to the Board of Directors the directors to be selected for
membership on board committees.
Independence. The Committee shall develop and make recommendations to the
Board of Directors for approval standards and processes for determining
the independence of Board members that meet the requirements of the NYSE
and applicable law and regulation. In addition, in accordance with such
processes and using such standards, the Committee's shall conduct a
preliminary review of the independence of each Board Member and provide
its finding and make recommendations to the full Board regarding the
independence of each Board member.
Orientation and Education. The Committee shall develop and oversee
the operation of an orientation program for new directors and determine
whether and what form of continuing education for Directors is
Corporate Governance Principles
Development. The Committee shall develop and make recommendations to the
Board of Directors for approval of, written corporate governance
principles, including all subjects required to be addressed by the NYSE
rules, any applicable law or regulation and any other matters deemed
appropriate by the Committee.
Review. The Committee shall periodically, review the adequacy and
appropriateness of these corporate governance principles and make
recommendations to the Board of Directors concerning any amendments to
Committee shall report regularly to the Board of Directors.
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5.0 Annual Performance Evaluation and Charter Review
Evaluation. An annual performance evaluation of the Committee shall be
performed in accordance with such processes and procedures, as the full
Board shall determine.
Review. The Committee shall review and reassess, at least annually,
the adequacy of this Charter and recommend to the Board of Directors
concerning any amendments to this Charter. Amendments to this Charter
shall be subject to Board approval.
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