COMMERCIAL METALS COMPANY
NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER
This Nominating and Corporate Governance Committee Charter (Charter) sets forth the purpose and membership requirements of the Nominating and Corporate Governance Committee (Committee) of the Board of Directors (Board) of Commercial Metals Company (CMC or Company) and establishes the authority and responsibilities delegated to it by the Board.
The purpose of the Committee is to:
· Identify and recommend to the Board individuals qualified to be nominated for election to the Board.
· Recommend to the Board Directors for appointment to each Board committee including the Chairman of each Board committee.
· Monitor legal and regulatory developments in corporate governance matters and oversee compliance with statutes, rules and regulations relating thereto applicable to the Company including periodic review, assessment and recommendations to the Board with regard to the Company’s Corporate Governance Guidelines.
· Oversee and recommend compensation for the Company’s non-employee directors.
· Oversee the annual self-evaluation of the performance of the Board.
2. Committee Members.
2.1. Composition and Appointment .
· The Committee shall consist of all non-employee and “independent” members of the Board. The members and Chairman of the Committee shall be appointed by the Board on the recommendation of the Committee. The Board shall fill vacancies on the Committee and may remove a Committee member from the membership of the Committee at any time without cause. Members shall serve until their successors are appointed by the Board.
· Each member of the Committee shall be independent. To be “independent,” a director may not have a relationship with the Company or its management or a private interest in the Company that in any way may interfere with the exercise of such Director’s independence from the Company and its management. In addition, each member of the Committee must meet the independence requirements of applicable law, including the rules and regulations of the SEC and of the NYSE as such requirements are interpreted by the Board in its business judgment.
3. Authority and Responsibilities.
In addition to any other responsibilities which may be assigned from time to time by the Board, Chairman of the Board or the Committee Chairman, the Committee is responsible for the following matters.
3.1 . Board/Committee Nominees.
· The Committee shall oversee searches for and identify qualified individuals for membership on CMC’s Board.
· The Committee shall establish criteria for Board and Board committee membership and shall recommend individuals for membership on the Board and Directors for appointment to the committees of the Board. In making its recommendations, the Committee shall:
o review candidates’ qualifications for membership on the Board or a committee of the Board (including a determination as to the independence of the candidate) based on criteria established by the Board and by the Committee;
o in evaluating current Directors for re-nomination to the Board or re-appointment to any Board committees, assess the performance of such Director;
o periodically review the composition of the Board and its committees in light of the current challenges and needs of the Board and each committee, and determine whether it may be appropriate to add or remove individuals after considering issues of judgment, diversity, age, skills, background and experience;
o consider rotation of committee members and committee Chairmen; and
o consider any other factors that are set forth in the Company’s Corporate Governance Guidelines or deemed appropriate by the Committee.
3.2 . Management Succession.
· The Committee shall receive periodically from the CEO recommendations regarding the CEO’s successor, the development of other executive talent and the executive management needs of the Company and when appropriate, shall consult with the Compensation Committee in that regard.
· The Committee shall recommend to the Board a successor to the CEO when a vacancy occurs.
· The Committee shall review the CEO’s recommendation with regard to appointment of officers of the Company (including those officers designated as SEC reporting officers under Section 16 of the Securities Exchange Act of 1934) and make recommendations to the Board with respect to such persons to be elected officers of the Board and review any proposed personnel changes involving such officers.
3.3 . Evaluating the Board and its Committees.
· At least annually, the Committee shall lead the Board in a self-evaluation to determine whether it and its committees are functioning effectively. The Committee shall oversee the evaluation process and report on such process and the results of the evaluations, including any recommendations for proposed changes, to the Board.
· At least annually, the Committee shall review the evaluations prepared by each Board committee of such committee’s performance.
· The Committee shall periodically review the size and responsibilities of the Board and its committees and recommend any proposed changes to the Board.
3.4 . Non-Employee Director Compensation.
· The Committee shall review and recommend for approval to the Board compensation (including, subject to CMC shareholder approval if required, stock option and other equity-based compensation plans) for the Company’s non-employee Directors. In so reviewing non-employee director compensation, the Committee shall:
o identify corporate goals and objectives relevant to non-employee director compensation;
o evaluate the performance of the Board in light of such goals and objectives and recommend non-employee Director compensation based on such evaluation and such other factors as the Committee deems appropriate and in the best interests of the Company; and
o evaluate the possibility that Directors’ independence may be compromised if non-employee Director compensation exceeds customary levels, if the Company makes substantial charitable contributions to an organization with which a Director is affiliated, or if the Company enters into consulting contracts with (or provide other indirect forms of compensation to) a Director or an organization with which a Director is affiliated.
3.5 . Corporate Governance Matters.
· The Committee shall develop and recommend to the Board the Corporate Governance Guidelines and Code of Business Conduct for CMC. At least annually, the Committee shall review legal and regulatory developments in corporate governance generally, including the rules and regulations relating thereto and review and reassess the adequacy of the Corporate Governance Guidelines and Code of Business Conduct and recommend any proposed changes to the Board.
· The Committee shall be responsible for any tasks assigned to it in the Company’s Corporate Governance Guidelines.
· The Committee shall oversee compliance with relevant corporate governance rules and regulations and compliance with the Company’s Corporate Governance Guidelines and report on such compliance to the Board. The Committee shall also review and consider any requests for waivers of the Company’s Corporate Governance Guidelines and shall make a recommendation to the Board with respect to such request for a waiver.
· The Committee shall review potential conflicts of interest involving Directors and shall determine whether such Director or Directors may vote on any issue as to which there may be a conflict.
3.6 . Director Orientation and Continuing Education.
· The Committee shall review and oversee an orientation and continuing education program for Directors meeting the requirements set forth in the Company’s Corporate Governance Guidelines including the process for authorization of payment by the Company or reimbursement of reasonable expenses incurred by Directors for such activities.
3.7 . Disclosure.
· The Committee shall oversee the Company’s compliance with regulations requiring that this charter and the Company’s Corporate Governance Guidelines be made available to shareholders upon request without charge and available on the Company’s website.
3.8 . Report to the Board.
· The Committee shall report to the Board periodically. This report shall include a review of any recommendations or issues that arise with respect to Board or committee nominees or membership, Board or committee performance, corporate governance or any other matters that the Committee deems appropriate or is requested to be included by the Board.
· At least annually, the Committee shall evaluate its own performance and report to the Board on such evaluation.
· The Committee shall periodically review and assess the adequacy of this Charter and recommend any proposed changes to the Board for approval.
4. Meeting Procedures and Advisors.
The Committee shall meet at least two times each fiscal year of the Company and as often as it determines is appropriate to carry out its responsibilities under this Charter. The Chairman of the Committee, in consultation with the other Committee members, shall determine the frequency and length of the Committee meetings and shall set meeting agenda consistent with the Charter. Any Committee member may request that an item be placed on an agenda or that additional pre-meeting material be furnished the Committee. A quorum shall consist of a majority of the Committee’s members. The act of a majority of the Committee members present at a meeting at which a quorum is present shall be the act of the Committee. Minutes of each meeting of the Committee shall be kept to document the discharge by the Committee of its responsibilities.
The Committee has the sole authority to retain and terminate any search firm assisting the Committee in identifying candidates for consideration as nominees to the Board, including sole authority to approve all such search firm’s fees and other retention terms. In addition, the Committee has the sole authority to retain and terminate any compensation consultant assisting the Committee in the evaluation of non-employee Directors’ compensation, including sole authority to approve all such compensation consultant’s fees and other retention terms.
The Committee may delegate its authority to subcommittees or the Chairman of the Committee when it deems appropriate and in the best interest of the Company.