GOVERNANCE & NOMINATING COMMITTEE
Charter and Mandates
The Governance & Nominating Committee is appointed by the Board (1) to oversee the governance of the Company, including recommending to the Board Corporate Governance Guidelines for the Company; (2) to assist the Board by identifying individuals qualified to become Board members and to recommend to the Board the director nominees for the next annual meeting of shareholders; (3) to lead the Board in its review of the Board's performance; and (4) to recommend to the Board director nominees for each committee.
The Committee is formed by Board Resolution pursuant to Article VI, Section 3 of the Bylaws. Changes to the Committee's Charter and Mandates must also be made by Board Resolution. The Committee will act only as a committee, with individual members possessing no power to act on their own.
The Committee will consist of at least three Directors, including a Committee Chairman. All Committee members must be independent, as that term is defined by the New York Stock Exchange (NYSE).
APPOINTMENT OF MEMBERS AND CHAIRMAN
Both the members and the Chairman of the Committee will be appointed by the Board of Directors. The appointments will be made at each Annual Meeting of the Board or when successors are required.
REMOVAL OF MEMBERS AND CHAIRMAN
In accordance with Article VI, Section 7 of the Bylaws, any member of the Committee, including the Chairman, may be removed by majority vote of the Directors then in office.
In accordance with Article VI, Section 8 of the Bylaws, any vacancy may be filled by majority vote of the Directors then in office.
Frequency - The Committee will meet at least annually. The Committee may meet more frequently as necessary or appropriate.
Notice - In accordance with Article V, Section 6 of the Bylaws, notice of Committee meetings will be provided at least 24 hours in advance of the meeting. Meetings may be held at any time without notice if the members waive the notice requirement by attendance at the meeting or otherwise.
Forum - The Committee may meet in person or by telephone or other means acceptable to the Committee.
Quorum - A quorum shall consist of a majority of the Committee members. Action by a majority of the members shall constitute action by the Committee.
Chairman - In the absence of the Chairman, the Committee will designate by majority vote of the members present another member to serve as Acting Chairman of the meeting.
The Committee will report to the Board on the proceedings of each Committee meeting.
The Secretary of the Company, or his designee, will prepare minutes of all Committee meetings.
Periodically analyze the structure of the Board, including its size and classification of Directors according to terms.
Prepare, for periodic submission to and adoption by the Board, a list of selection criteria to be used to identify director candidates. Generally, in the business judgment of the Board, a candidate must: be of proven integrity; possess substantial international business experience; be able to actively participate in and contribute to the deliberations of the Board; have the capacity and desire to represent the balanced, best interests of the shareholders; and have sufficient time available to devote to the responsibilities of a director.
Prepare, for periodic submission to and adoption by the Board, a set of Corporate Governance Guidelines.
Establish and maintain a clear delineation of responsibilities among the Board committees.
Oversee the adoption and periodic review of all committee charters.
Consider the adequacy of the number of Board meetings per year.
Consider the appropriateness and adequacy of information supplied to Directors prior to and during Board meetings.
Periodically review the conduct of the meetings of the Board and its committees; recommend changes to the Board as necessary.
Identify qualified candidates to serve on the Board and help recruit potential directors.
Review potential conflicts of current and prospective Board members.
Annually review independence status of each director, as defined by the NYSE, for approval by the Board.
Receive recommendations of potential nominees for election as director.
Annually review the qualifications of incumbent Directors with expiring terms and determine whether to recommend them as nominees for reelection.
Annually recommend to the Board the nominees for the Annual Meeting of Shareholders.
Recommend nominees for newly created directorships.
When a vacancy occurs on the Board, review the qualifications of potential nominees in light of the composition and needs of the Board at that time, and recommend a nominee to the Board to fill the vacancy.
Recommend to the Board removal of a Director when appropriate.
Recommend retirement policy for non-employee directors.
Annually recommend to the Board a director to serve as Chairman of the Board.
Annually recommend to the Board a director to serve as Lead Independent Director and preside over executive sessions of independent and non-management directors.
Annually recommend to the Board the members and Chairmen to serve on the committees established by the Board.
Annually review qualifications of the members of the Audit Committee to objectively assess independence, financial literacy and financial expertise, as defined by the SEC and NYSE, and recommend to the Board for approval.
When a vacancy occurs in any of the Board committees, determine if the vacancy should be filled and, if so, recommend to the Board a member to fill the vacancy.
Board Interaction with Management
In consultation with executive management, establish and maintain a clear delineation of Board responsibilities and those responsibilities delegated to management.
Annually recommend to the Board the individuals to be elected by the Board as officers of the Company.
Review and report to the Board on the executive development and succession programs of elected executives and operational officers.
Receive periodically from the CEO his recommendations regarding his successor, the development of other executive talent, and the executive management needs of the Company.
Annually evaluate the performance of the Committee.
Annually review the Charter and Mandates of the Committee.
Oversee the process (surveys or other means) used for Board and Committee self-evaluations. Report to the Board conclusions regarding the overall effectiveness and performance of the Board and recommend areas for improvement.
Oversee the evaluation of the Board and management with regard to corporate governance issues and initiatives.
Periodically review non-employee Director compensation in relation to peer group and competitors.
Recommend to the Board any changes in the remuneration of Directors, including annual retainer fees, meeting attendance fees, and equity grants.
Annually prepare, for inclusion in the proxy, a statement addressing the Committee's policies and procedures for identifying and evaluating nominees for director.
Annually prepare, for inclusion in the proxy or on the Company's website, a statement disclosing the means by which shareholders can communicate with directors.
The Committee will have the sole authority to retain any outside firm deemed necessary to assist it in meeting its fiduciary obligations, including the sole authority to approve the firm's fees and other retention issues.
Provide for Director orientation, including educating new Directors on the Company's business, structure, management, and director responsibilities.
Provide opportunities of continuing education for all Directors.
The Committee Charter, as revised periodically, will be published on the Company's public website.
CONSISTENCY WITH ARTICLES OF INCORPORATION, BYLAWS
To the extent that any provision or section of this Charter may be inconsistent with any article, provision or section of the Articles of Incorporation or the Bylaws of the Corporation, the Articles of Incorporation or the Bylaws, as appropriate, shall fully control.