2003 Nominating Charter: DRI
DARDEN RESTAURANTS, INC.
NOMINATING AND GOVERNANCE COMMITTEE
BOARD OF DIRECTORS
COMPOSITION AND MEETINGS
The Nominating and Governance Committee is a committee of the Board of Directors that shall consist of at least three members of the Board of Directors, all of whom in the judgment of the Board shall be independent in accordance with the New York Stock Exchange listing standards and the Company's Corporate Governance Guidelines.
The members of the Nominating and Governance Committee shall be appointed by the Board on the recommendation of the Committee. The Board may, upon recommendation by the Committee, remove any member of the Committee at any time with or without cause.
The Nominating and Governance Committee shall meet at least two times annually, or more frequently as circumstances dictate. Meetings may be called by the Chairman of the Committee, the Chairman of the Board, or Chief Executive Officer. The Committee shall operate pursuant to the Bylaws of the Company, including Bylaw provisions governing notice of meetings and by written consent, and other related matters. The Committee shall maintain minutes of its meetings and report its findings to the Board after each Committee meeting. Unless otherwise authorized by an amendment to this Charter, the Committee shall not delegate any of its authority to any subcommittee.
The purpose of the Nominating and Governance Committee is to:
identify individuals qualified to become Board members, and to select, or to recommend that the Board select, the director nominees for the next annual meeting of shareholders; and
Develop and recommend to the Board the corporate governance principles applicable to the corporation.
Except as otherwise required by applicable laws, regulations or listing standards, all major decisions are considered by the Board of Directors as a whole.
DUTIES AND RESPONSIBIITIES
The Nominating and Governance Committee is responsible for:
Board of Directors
Reviewing the appropriate size, function and needs of the Board;
Developing the Board's policy involving tenure and retirement of directors;
Establishing specific criteria for selecting new Board members, the current protocol for which is attached as Appendix A;
Recruiting candidates to fill new positions on the Board;
Reviewing Board candidates recommended by shareholders;
Conducting appropriate and necessary inquiries into the backgrounds and qualifications of possible Board candidates;
Evaluating each new director candidate and each incumbent director before recommending that the Board nominate or re-nominate such individual for election or reelection as a director based on the extent to which such individual meets the established criteria;
Overseeing the evaluation of the Board and monitor the performance of directors;
Making recommendations concerning the structure of Board meetings;
Developing and periodically evaluating initial orientation guidelines and continuing education guidelines for each member of the Board and any committee regarding his or her responsibilities as a director generally and as a member of any applicable Board committee.
Evaluating at least annually the functions, performance, authority, operations, charter and composition of each standing or ad hoc Board committee, including any authority of a committee to delegate to a subcommittee, management committee or senior executive officer; and
Submitting to the Board candidates for membership on each Board committee.
Developing and recommending to the Board the corporate governance principles applicable to the Corporation, including such revisions as from time to time the Committee deems appropriate;
Monitoring and making recommendations to the Board on other matters or Board policies and practices relating to corporate governance;
Reviewing and making recommendations to the Board regarding proposals of shareholders that relate to corporate governance; and
Considering questions of possible conflicts of interest of Board members and of the Corporation's senior executives.
Annually evaluating the performance of the Nominating and Governance Committee.
Undertaking such additional activities within the scope of its primary functions as the Committee or the Chairman of the Board may from time to time determine.
To assist and advise the Committee in connection with its responsibilities, the Nominating and Governance Committee shall have access to the Corporation's internal staff and may hire independent experts, lawyers and other consultants. The Committee shall have sole authority to retain and terminate one or more search firms to assist in identifying and evaluating director candidates, and shall have the sole authority to approve any such firm's fees and other retention terms. The Committee shall keep the Chairman of the Board advised as to the general range of anticipated expenses for outside consultants.
Adopted: April 12, 1995
Amended: July 21, 2003
Director Nomination Protocol
Background: Nominating individuals to serve on the Company's Board of Directors is one of the incumbent directors' key responsibilities. Sound corporate governance indicates that the process be directed by the board's nominating committee, with support from the remaining board members and the CEO. This protocol describes the process by which Darden intends to fill vacancies on its Board of Directors.
Any candidate for service on Darden's board must share and exhibit Darden's values of Integrity and Fairness, Respect and Caring, Diversity, Always Learning-Always Teaching, Being "of service", Teamwork and Excellence, and must strongly support Darden's Core Purpose, which is "To nourish and delight everyone we serve".
2. Darden seeks board members who will bring to the board a deep and wide range of experience in the business world, and diverse problem-solving talents. Typically, they will be people who have demonstrated high achievement in business or another field, enabling them to provide strategic support and guidance for the company. Particular areas of expertise sought include: finance and accounting, customer service, marketing, human resources, public affairs and government, technology, media, retailing, and general business management at the highest level. The company also seeks expertise in several unique aspects of business, such as managing a large workforce spread across many business units across the United States, the need to develop and maintain strong brands, and an emphasis on service and hospitality.
Darden strives to maintain a board that reflects the gender, ethnic, racial and other diversity of our work force and restaurant guests, and also fosters diversity of thought.
This nominating process will be used when a vacancy occurs, or when the board determines to add one or more additional directors.
The Nominating & Governance Committee (the "Committee") will recommend to the full board for its input and approval, the particular skills to be sought in a new director, using the principles described above.
The Committee will identify potential candidates for nomination. All directors (inside and outside) may recommend candidates. In the discretion of the Committee, a search firm may be engaged to identify additional candidates and to assist with initial screening of all candidates.
The Chairman of the Committee and CEO, assisted by staff and the search firm as needed, will review the credentials of all candidates to (a) identify those candidates that appear to possess the skills sought by the board and (b) to evaluate each candidate's overall qualifications and fitness for the position. Those candidates that, in the judgment of the Chairman of the Committee and the CEO, do not meet both the criteria described in (a) and (b) above will not receive further consideration.
The Chairman of the Committee and CEO will obtain background and reference information, as appropriate, for the remaining candidates.
The Chairman of the Committee and CEO will review all available information concerning the candidates' qualifications, and will identify the candidate(s) they feel are best qualified to serve.
The Chairman of the Committee, the CEO, and one or more representatives of the Board appointed by the Chairman of the Board will meet with the leading candidate(s) to further assess their qualifications and fitness, and to determine their interest in joining the Board. At the discretion of the Chairman of the Committee, the candidates may also meet with one or more of the management directors, the CFO, the General Counsel, and other members of management as appropriate.
Following the personal meeting, the board representatives and CEO will make a recommendation concerning the candidate to the Committee, which will consider whether to recommend the candidate to the full board for election.