GOVERNANCE, NOMINATING AND SOCIAL RESPONSIBILITY COMMITTEE CHARTER
2004 Committee Charter : GPS
January 27, 2004
The Governance, Nominating and Social Responsibility Committee of the board of directors assists the
board in fulfilling its oversight responsibilities relating to the company's corporate governance matters,
including the development of corporate governance guidelines, periodic evaluation of the board, its
committees and individual directors, identification and selection of director nominees, oversight of the
company's policies and practices relating to social and environmental issues, and such other duties as
directed by the board of directors.
1. The committee will be composed solely of directors who are independent of the management of
the company and are free of any relationship that may interfere with their exercise of independent
judgment as a committee member, all in accordance with SEC and NYSE requirements.
2. The committee will consist of at least three members of the board of directors. Committee
members and the committee chair serve at the direction of the board of directors.
3. The committee is expected to have a minimum of four meetings a year or more frequently as
deemed appropriate. The committee may ask members of management or others to attend the
meetings and provide pertinent information as appropriate. Meetings are generally held in person
but may also be held by video or telephone conference if necessary.
4. The committee has the authority to retain and terminate any search firm used to identify director
candidates and to retain independent legal or other advisors, in each case as the committee may
deem appropriate, including the authority to approve these firm's fees and other retention terms.
5. The committee or the board may reassign the responsibilities of this committee to a subcommittee
or another committee of the board's choosing as long as the committee or subcommittee
is composed entirely of independent directors.
The committee's responsibilities include:
1. Review and reassess the adequacy of this Charter annually and propose to the board any
changes to the charter.
2. Submit the minutes of all committee meetings and regularly report to the board of directors on
3. Perform such other functions assigned by law, the company's charter or bylaws, or the board of
1. Develop and recommend to the board of directors for its approval corporate governance
guidelines, which shall include the board's criteria for selecting new directors.
2. Review the corporate governance guidelines on an annual basis, or more frequently as
appropriate, and recommend changes to the board of directors.
Governance, Nominating and Social Responsibility Committee Charter Page 2
1. Lead searches and identify candidates qualified to become members of the board of directors
consistent with criteria approved by the board.
2. Select director nominees in accordance with the corporate governance guidelines to be appointed
by the board or presented for approval at the annual shareholders' meeting.
3. Consider candidates recommended by shareholders in the manner set forth in the Bylaws.
1. Formally review and assess the composition and performance of the board, each committee,
including this committee, and each individual director on an annual basis. Ensure appropriate
follow-up is undertaken based on the results of the evaluation.
1. Review and evaluate the company's policies and practices relating to social and environmental
issues that are related or important to the company, our employees, customers, shareholders,
vendors, and the communities in which we do business.