CORPORATE GOVERNANCE AND NOMINATING COMMITTEE CHARTER
2003 Committee Charter : EMR
Member Qualification and Selection
The Corporate Governance and Nominating Committee and its Chair shall be appointed by the
Board of Directors, to serve at the discretion of the Board, and shall be comprised of at least
three directors, each of whom shall meet applicable independence requirements, including
those of the New York Stock Exchange.
The Committee shall meet regularly, or more frequently as the Committee as a whole or the
Chair may from time to time determine to be appropriate. At all meetings of the Committee a
majority of the Committee members shall be necessary to constitute a quorum for the
transaction of business. Members of the Committee may participate in meetings by means of
conference telephone or similar communications equipment whereby all persons participating
in the meeting can hear each other, and such participation shall constitute presence in person
at the meeting. The Committee may also act as otherwise permitted by law or the Company's
Statement of Policy
The Committee shall identify and evaluate individuals for Board and committee membership
and chairs, make recommendations to the Board concerning the selection of director nominees
for the next annual meeting of stockholders (or special meeting, as the case may be), make
recommendations as to the size and composition of the Board and its committees, oversee the
evaluation of the Board and its committees and periodically review the Company's corporate
governance principles and practices and independence standards.
Responsibilities and Processes
A. Director Nominations and Board Structure
· Review, at least annually, the size, structure, independence and membership of the
Board and its committees to assure that the proper skills, independence and experience
are represented on the Board and its committees. In conducting its review, the
Committee shall consider the contributions of existing Directors and the overall needs of
· Monitor and keep current the Director Succession Plan.
· As appropriate, identify individuals qualified to become Board members, consistent with
criteria approved by the Board, and otherwise aid in attracting highly qualified
candidates as Directors.
· Evaluate and propose to the Board nominees for election to the Board. The Committee
shall consider the knowledge, experience, integrity and judgment of possible candidates
for nomination as a Director; their potential contribution to the diversity of
backgrounds, experience and competencies; and their ability to devote sufficient time
and effort to their duties as Directors. The minimum qualifications and standards that
the Company seeks for Director nominees are set forth in the Company's Corporate
Governance Principles and Practices. Following approval by the full Board, invitations
to join the Board are extended by the Chairman of the Board.
· Consider nominees recommended by stockholders for election to the Board of Directors
provided the names of such nominees, accompanied by relevant biographical
information, are properly submitted in writing to the Secretary of the Company in
accordance with the Company's Bylaws, who shall provide such information to the
· Recommend for Board approval persons to fill vacancies on the Board. If a Director
changes his/her primary occupation, the Director shall submit a letter of resignation to
the Board. The Committee shall assess whether or not it is appropriate for such a
Director to continue to serve on the Board and make its recommendations to the Board.
· After consultation with the Chairman of the Board and the Chief Executive Officer and
consideration of the background of individual Board members, recommend annually to
the Board the assignment of members to Committees and the designation of Committee
B. Director Compensation
· Review Board compensation and compensation practices and make recommendations
with respect thereto to the Board.
C. Director Training, Orientation and Evaluation
· Oversee Director orientation and training.
· Develop and recommend to the Board of Directors an annual self-evaluation process for
the Board and its committees and oversee implementation of the same.
D. Corporate Governance
· Periodically review the Company's Statement of Corporate Governance Principles and
Practices and recommend to the Board any changes thereto.
· Monitor compliance with the Company's Statement of Corporate Governance Principles
· Periodically review the Company's Articles of Incorporation and Bylaws and recommend
to the Board any changes thereto.
· Review the Director Independence Standards pursuant to which the Board determines
Directors qualifying as independent.
· Make periodic evaluations of Director independence and report to the Board.
E. Other Matters
· The Committee and its members shall have unrestricted access to management. The
Committee shall have sole discretion, in its areas of responsibility, at Company expense,
to retain and terminate independent advisors, including sole authority to approve the
fees and retention terms for such advisors, if it shall determine the services of such
advisors to be necessary or appropriate. Should any member of the Committee believe
that participation of management or independent advisors in any discussion of a
particular subject at any meeting would be advisable, they are free to make such
· Be available to the Chairman of the Board, the Chief Executive Officer and other
Directors for consultation concerning candidates as Directors and perform such other
functions which from time to time may be assigned by the Board of Directors.
· The Committee may, when appropriate in its discretion, delegate authority with respect
to specific matters to one or more members, provided that all decisions of any such
members are presented to the full Committee at its next scheduled meeting.
Reports to Board and Performance Evaluation
The Committee shall report to the Board of Directors regularly regarding issues that arise in
connection with the performance of its responsibilities outlined herein. The Committee shall
review and reassess the adequacy of this Charter at least annually and obtain the approval of
the Board of Directors for any proposed change to the Charter. The Committee shall conduct
an annual evaluation of its performance pursuant to procedures established by the Corporate
Governance and Public Policy Committee.