2003 Committee Charter : FSS

FEDERAL SIGNAL CORPORATION
BOARD OF DIRECTORS
NOMINATING & GOVERNANCE COMMITTEE CHARTER
A. Name
There shall be a committee of the Board which shall be called the Nominating &
Governance Committee.
B. Purpose
The Nominating & Governance Committee shall (1) identify individuals qualified to
become Board members, and recommend that the Board select 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.
C. Committee Membership and Procedure
The Nominating & Governance Committee shall consist of no fewer than three
members. Each member of the Nominating & Governance Committee shall
satisfy the independence requirements of the New York Stock Exchange. The
Board shall appoint the members and Chairman of the Nominating & Governance
Committee, considering the views of the Chairman of the Board and the Chief
Executive Officer, as appropriate. The members of the Nominating & Governance
Committee shall serve until their successors are appointed and qualify. The
Board shall have the power at any time to change the membership of the
Nominating & Governance Committee and to fill vacancies in it, subject to such
new member(s) satisfying the independence requirements established by the
New York Stock Exchange. Except as expressly provided in this Charter, the bylaws
of the Company or the Corporate Governance Guidelines of the Company,
the Nominating & Governance Committee shall fix its own rules of procedure.
D. Committee Authority and Responsibilities
1. The Nominating & 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 in
accordance with the Corporate Governance Guidelines.
2. The Nominating & Governance Committee shall have the sole authority to
retain and terminate any search firm to be used to identify director candidates
and shall have sole authority to approve the search firm's fees and other
retention terms. The Nominating & Governance Committee shall also have
authority to obtain advice and assistance from internal or external legal,
accounting or other advisors.
3. The Nominating & Governance Committee shall oversee the evaluation of the
officer positions needed for the executive management of the Company and
make recommendations to the Board as appropriate.
4. The Nominating & Governance Committee shall review and reassess at least
annually the adequacy of the Corporate Governance Guidelines of the
Company and recommend any proposed changes to the Board for approval.
5. The Nominating & Governance Committee shall make regular reports to the
Board.
6. The Nominating & Governance Committee shall review and reassess the
adequacy of this Charter annually and recommend any proposed changes to
the Board for approval. The Nominating & Governance Committee shall
annually review its own performance.
7. The Nominating & Governance Committee may form and delegate authority to
subcommittees when appropriate.
8. The Nominating & Governance Committee shall review annually, or more
often if appropriate, the directors who are members (including qualifications
and requirements), structure (including authority to delegate) and
performance of committees of the Board (including reporting to the Board),
and make recommendations to the Board, as appropriate.
9. The Nominating & Governance Committee shall serve in an advisory capacity
to the Board and Chairman of the Board on matters of organizational and
governance structure of the Company and the conduct of the Board.
10. The Nominating & Governance Committee shall receive comments from all
directors and report annually to the Board with an assessment of the Board's
performance, to be discussed with the full Board annually.
11. The Nominating & Governance Committee shall advise on changes in Board
compensation.