The Nomination/Corporate Governance Committee shall (1) identify individuals qualified to become Board members, and recommend to the Board the director nominees for the next annual meeting of shareholders; and (2) develop and recommend to the Board the Corporate Governance Guidelines applicable to the Company.
Committee Membership and Procedure
The Nomination/Corporate Governance Committee, shall consist of no fewer than three members, each of whom shall satisfy the independence requirements of the New York Stock Exchange.
The Board shall appoint the members and Chairman of the Nomination/Corporate Governance Committee annually, considering the views of the Chairman of the Board and the Chief Executive Officer as appropriate, which members shall serve until their successors are appointed and qualify. The Board shall have the power at any time to change the membership of the Nomination/Corporate Governance Committee and to fill vacancies in it, subject to such new members satisfying the independence requirements.
Except as expressly provided in this Charter, the corporate governance guidelines, or the by-laws of the Company, the Nomination Board shall fix the rules of procedure for the Committee.
Committee Authority and Responsibilities
The Nomination/Corporate Governance Committee shall:
• Develop qualification criteria for Board members, and actively seek, interview and screen individuals qualified to become Board members for recommendation to the Board, and develop a director succession plan. The Committee is authorized to retain and terminate any search firm to be used to identify director candidates, including the sole authority to approve the search firm’s fees and other retention terms.
• Make recommendations to the Board for director nominees for the next annual meeting of shareholders, and nominees for the Audit and Compensation committees.
• Oversee the evaluation of the Board and make recommendations to the Board as appropriate.
• Develop and recommend to the Board a Code of Business Conduct and Ethics, consider any requests for waivers from the Company’s Code of Business Conduct and Ethics, and make recommendations to the Board for decision. The Board shall direct disclosure of such waiver, if granted, to both the New York Stock Exchange and the Securities and Exchange Commission.
• Develop and recommend to the Board Corporate Governance Guidelines for the Company. The Committee shall serve in an advisory capacity to the Board and the Chairman of the Board on matters of organizational and governance structure.
• Make regular reports to the Board
• Review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval. The Nomination/Corporate Governance Committee shall annually review its own performance.
• Form or delegate authority to subcommittees when appropriate.
• Review and assess Board’s determination of
Last reviewed January 2005