Nominating and Corporate Governance Committee Charter
The Nominating and Corporate Governance Committee of the board of directors (the "Board") of FactSet Research Systems Inc. (the "Company" or "FactSet") shall assist the Board in identifying qualified candidates to become board members, determining the composition of the board and its committees, developing, updating and monitoring a process to evaluate board effectiveness and developing and implementing the company's corporate governance guidelines, including orienting new directors.
II. Composition and Membership
The Committee shall consist of a minimum of three directors. Members of the Committee and its Chairman shall be appointed by the Board upon the recommendation of the Committee and may be removed by the Board in its discretion at any time. All members of the Committee shall be independent Directors as required by the regulations set forth in 17 C.F.R. § 240.10A-3(b) (Exchange Act Rule 10A-3(b)) and the listing standards of the New York Stock Exchange ("NYSE").
III. Duties and Responsibilities
The following are the duties and responsibilities of the Committee:
1. To recommend candidates to be nominated by the Board and presented in the Proxy for shareholder approval at each Annual Meeting of shareholders.
2. To initiate the search for qualified candidates for the Board, in particular if necessary to fill vacancies on the Board. The committee shall identify, recruit, propose, screen, interview and select director nominee candidates. The Committee shall review the nominee's qualifications, including capability, availability to serve, conflicts of interest, and other relevant factors. The Committee shall search for individuals as nominees with the highest personal and professional integrity, who shall have demonstrated strong ability and judgment and who shall be effective, in conjunction with the other nominees to the board, in collectively serving the long-term interests of the shareholders. To that end, the Committee shall develop and periodically evaluate the Company's criteria for candidates. The Committee shall accept nominees recommended by shareholders in written communications to the Company's Secretary and evaluate them in the same manner as candidates and nominees identified via other sources. At least one member of the Board shall at all times have the qualifications necessary to serve as the Financial Expert (as defined in the Audit Committee Charter) of the Audit Committee.
3. To review the committees of the Board and to recommend to the board for its approval directors to serve as members of each committee, as necessary.
4. To implement the Company's Corporate Governance Guidelines, as well as review the Guidelines periodically and recommend changes as necessary to the Board.
5. To develop and recommend to the board for its approval an annual evaluation process of the effectiveness of the Board and its committees. The Committee shall oversee the annual evaluations.
The Committee will meet at least once a year or more frequently as necessary to carry out its responsibilities under this Charter. At least one Committee meeting annually will be required to evaluate and make recommendations of qualified candidates for election to the Board at the Annual Meeting of Stockholders and for inclusion in the Proxy. The Committee Chairman will, in consultation with the other members of the Committee and appropriate officers of the Company, establish the agenda for each Committee meeting. Any Committee member may submit items to be included on the agenda. A majority of the Committee members will constitute a quorum for conducting business at a meeting of the Committee. The Committee Chair will supervise the conduct of the meetings and will have other related responsibilities as the Committee may specify from time to time. The Committee shall provide the Board with a report of the Committee's activities and proceedings, as appropriate. The Governance and Nominating Committee will maintain written minutes of its meetings, which minutes will be filed with the minutes of the meetings of the Board of Directors.
V. Resources and Authority
The Committee will have the resources and authority necessary to discharge its duties and responsibilities, including the authority to retain and approve the fees and other retention terms of, director search, legal and other advisors, as it deems necessary.
The Committee shall have the authority to designate, and delegate duties to, such standing and ad-hoc sub-committees and individual members as it deems necessary or desirable.
Approved by the Board of Directors of FactSet Research Systems Inc.,