2003 Committee Charter : DPL
CHARTER OF THE
NOMINATING AND CORPORATE GOVERNANCE COMMITTEE
(as adopted January 28, 2003)
The Nominating and Corporate Governance Committee of DPL Inc. (the "Company")
shall consist of at least three directors, all of whom shall be independent as such term is defined
by relevant law and the New York Stock Exchange listing standards. Committee members shall
be appointed by the Board of Directors and, to the extent practicable, the members should
consist of the Chairmen of each standing committee. Committee members shall hold their
offices for one year and until their successors are elected and qualified, or until their earlier
resignation or removal. All vacancies in the Committee shall be filled by the Board on the
recommendation of the remaining members of the Committee. The Board shall designate one
of the members as Chairman of the Committee, and the Committee shall keep a separate book
of minutes of their proceedings and actions.
The Committee shall meet periodically, as deemed necessary by the Chairman of the
Committee, but in no event less than three times a year. A representative from the Company
shall give notice, personally or by mail, telephone, facsimile or electronically, to each member of
the Committee of all meetings not later than 12 noon of the day before the meeting, unless all of
the members of the Committee in office waive notice thereof in writing at or before the meeting,
in which case the meeting may be held without the aforesaid advance notice. A majority of the
members of the Committee shall constitute a quorum for the transaction of business.
The Committee may form one or more subcommittees, each of which may take such
actions as may be specified by the Committee. The Committee shall periodically report on its
activities to the Board and make such recommendations and findings as it deems appropriate.
Each Committee must perform an annual evaluation of such Committee in accordance with the
NYSE listing standards.
The Committee's primary duties and responsibilities shall be to:
· establish criteria for selecting new directors, identify individuals qualified to
become Board members based on these criteria and recommend to the Board
such individuals as nominees to the Board for its approval;
· coordinate with management major changes in staffing throughout the
organization and strategies to achieve employee diversity;
· oversee evaluations of the Board, individual Board members and the Board
· develop corporate governance principles and the Company's Business Code
· subject to the limitations set forth below, exercise all the powers of the Board
of Directors during intervals between Board meetings in such a manner as it
shall deem in the best interests of the Company and its stockholders; and
· perform such other similar duties and responsibilities which may be referred to
the Committee from time to time by the Board of Directors.
Duties and Authority
To fulfill its responsibilities and duties, the Committee shall:
Board of Directors
1. Screen and recommend to the Board nominees for election as directors of the
Company, including nominees recommended by stockholders of the Company,
and consider the performance of incumbent directors in determining whether to
nominate them to stand for reelection at the next annual meeting of the
2. Recommend to the Board nominees to fill director vacancies occurring between
meetings of the stockholders.
3. Review and recommend the compensation and benefit program for directors
using the general principles set forth in the Corporate Governance Guidelines.
4. Establish and articulate qualifications, desired background and selection criteria
for members of the Board of Directors in accordance with relevant law and NYSE
listing standards. The Corporate Governance Guidelines adopted by the Board
of Directors sets forth the current qualifications, background and criteria for
5. The Committee shall have sole authority to retain and terminate search firms to
identify director candidates, including the sole authority to approve fees and other
retention terms. All such fees shall be reimbursed by the Company.
6. The Committee shall have the authority to obtain advice and seek assistance
from internal or external legal or other advisors, in order to fulfill its duties under
this Charter; any fees incurred pursuant thereto shall be paid for by the
7. Establish procedures for and administer annual performance evaluations of the
Board, individual Board members and its committees by their membership, which
will include an annual performance review of this Committee by its members.
1. Recommend members of the Board to serve on the committees of the Board,
and where appropriate, make recommendations regarding the removal of any
member of any committee.
2. Periodically review the Charter, composition and overall performance of each
committee and make recommendations to the Board for the creation of additional
committees, the elimination of a committee or other adjustment to a Board
committee's Charter or composition as deemed necessary, including the periodic
rotation of directors among the committees.
1. Review at least annually succession plans of the Chief Executive Officer,
President and other senior executive officers of the Company.
Corporate Guidelines and Governance
1. Develop and recommend to the Board a set of corporate governance
guidelines. Monitor compliance with the guidelines and make
recommendations to the Board for modifications as appropriate.
2. Develop and recommend to the Board a Code of Business Conduct for directors,
officers and employees, and based on a periodic review, make recommendations
for changes as deemed appropriate.
3. Review reports from the Company's General Counsel regarding exceptions
and/or allowances that are discovered or requested with respect to the Code of
Business Conduct and review the actions taken or proposed to be taken by
management in such matters.
4. Ensure that the Board is operating in accordance with the Company's Articles of
Incorporation and Regulations. Periodically review the adequacy of the
Company's Articles of Incorporation and Regulations, and if necessary, propose
amendments to the Certificate of Incorporation and Regulations.
5. Periodically review developments in corporate governance practice and makes
recommendations to the full Board regarding directors' orientation, compensation
and continuing education.
Actions Between Board Meetings
1. Exercise all of the powers of the Board of Directors in the management
and direction of the business affairs of the Company during intervals
between Board meetings.
2. Not exercise duties delegated to the Company's other committees of the
Board and shall not authorize dividends, authorize the issuance of stock
(unless the Board has already given general authorization for such
issuance), recommend to stockholders any action requiring stockholder
approval, amend the by-laws or approve mergers or share exchanges that
do not require stockholder approval.