This Corporation shall have a Nominating & Corporate Governance Committee (the
2004 Committee Charter : ESL
"Committee") of the Board of Directors (the "Board") with duties and responsibilities
described in this Charter:
The purpose of the Committee is to (i) identify individuals qualified to become members
of the Board, (ii) select and recommend to the Board the director nominees for the
Board for the next annual meeting of shareholders, (iii) develop, update as necessary
and recommend to the Board corporate governance principles and policies, together
with a code of business ethics, applicable to this Corporation, (iv) monitor compliance
with such principles and policies, and (v) oversee the evaluation of the Board and
meets the independence requirements defined by the SEC and the NYSE.
Responsibilities and Authority
The Committee shall hold at least 3 regular meetings per year. The Committee is
responsible for (i) selecting directors, (ii) overseeing the evaluation of the Board and
management of this Corporation and (iii) developing and monitoring corporate
governance principles, practices and guidelines for the Board and this Corporation. The
Board shall retain the overall responsibility to ensure that management functions
effectively in the execution of Company strategy.
The Committee shall report regularly to the Board, including on issues related to the
selection of director nominees, Board and committee roles and functions, performance
of the Board and the Committee, and effectiveness of corporate governance principles
The Committee has the sole authority, without seeking approval from the Board, to
retain and terminate any search firm used to identify director nominees, which authority
includes approval of such search firm's fees and other retention terms.
It shall be the duty and responsibility of the Committee to:
�� Identify potential candidates for election to the Board based upon the
criteria set forth in Board Policy 01.
�� Evaluate existing Directors eligible for reelection to the Board considering,
among other things, the criteria set forth in Board Policy 01 and the tenure
of such Directors.
�� Consider and make recommendations to the Board regarding the
appropriate size and composition of the Board.
�� Make recommendations to the Board of individuals to be presented to the
Shareholders of the Corporation for election to the Board.
�� When an interim vacancy occurs on the Board, make recommendations to
the Board of an individual to fill such vacancy.
�� When an individual is to be recommended for a directorship, to cause to
be circulated to all Board members a resume of the individual's
capabilities and experience, prior to the meeting at which the
recommendation will be presented.
revisions to the board selection criteria set forth in Board Policy 01.
director candidates, as appropriate.
relating to new or changes in each Director's affiliations, relationships,
employment, other board or public service positions or transactions that may
impact the Director's independence and make recommendations to the Board
regarding responsive action, if any, with respect to such Director in light of
such reports and information.
preparedness, candor and participation and consider recommendations to
increase Board effectiveness.
independent, non-management directors, develop format for such meetings,
including selection of presiding director at such meetings.
and other interested parties and (ii) non-management directors and/or the
independence of committees and oversee compliance of the Board
committees with their respective charters, including the requirement to
and advise Board and/or committees with regard to selection of Chairmen of
Chairmen, as appropriate.
method for evaluating the effectiveness of the committees.
Board review, and for communicating such review, of the Chairman of the
employees and communications between directors and Company
management and employees.
a code of business conduct and ethics applicable to directors, officers and
employees of this Corporation and (iii) a code of ethics applicable to the
senior financial officers of this Corporation (which may be incorporated into
the code of business conduct and ethics described in (ii) hereof), each of
which include, among other things, requirements identified by the SEC and
the NYSE, and monitor compliance with and the effectiveness of such
principles and codes.
the Lead Independent Director a process for preparing agendas for Board
the Lead Independent Director the appropriate timing for distribution of Board
materials to allow directors adequate time to review materials and prepare for
The Committee shall review and reassess this Charter at least annually and, if
appropriate, propose changes to the Board.
The Committee shall obtain or perform an annual evaluation of the Committee's
performance and make applicable recommendations for improvement.