2003 Nominating Charter: IT
The Committee will consist of not less than three (3) directors who are "independent" directors, as such term is defined in the New York Stock Exchange, Inc. ("NYSE") Listed Company Manual or by another relevant listing authority, from time to time, one of whom shall act as Chairperson. The Board shall appoint the Committee members and the Chairperson, and shall have the power to remove a Committee member for any reason. If a Chairperson is not designated or present, the members of the Committee may designate a Chairperson by majority vote.
Responsibilities and Functions Back to Top
The Committee will be responsible for the effective functioning of the Board of Directors and for taking a leadership role in shaping the corporate governance of the Company, to the extent not reserved by law for consideration by the full Board. Although it is expected that the Committee's responsibility will evolve with the needs of the Company, its initial responsibilities will include:
Recommending the size and composition of the Board and the size, composition and functions of the Board's committees
Developing criteria for the selection of Directors, including establishing procedures for soliciting and reviewing potential nominees and identifying the desired qualifications of potential Directors
Developing continuing qualification requirements for Directors and officers and periodically evaluating compliance with such requirements
Recommending to the Board, after consultation with the Chief Executive Officer, individuals who are qualified to become nominees for election as Directors at the next annual meeting of shareholders
Periodically evaluating Board and Board committee performance to assess how well the Board and its committees are functioning
Periodically reviewing with the Chief Executive Officer the performance and contributions of individual directors
Reviewing contribution of incumbent Directors to determine whether to recommend them for re-nomination to the Board
Recommending, when appropriate, the removal of a Director
Submitting to the Board annually candidates for membership on the Board's committees and recommending chairpersons for each committee
Reviewing and recommending policies regarding the tenure and retirement of Directors
Recommending the appointment of departing members of the Board as Directors Emeritus
Recommending procedures for the smooth functioning of the Board, including its calendar and agenda, and identifying the appropriate information for delivery to Board members
Managing the periodic evaluation process regarding the performance of the Chief Executive Officer
Considering and recommending to the Board candidates for successor to the Chief Executive Officer of the Company and other principal corporate officers when vacancies occur in those offices.
Promulgating ethics policies for the Company
If a search firm is to assist the Committee in identifying director candidates, the Committee shall have the sole authority to retain and terminate any such consulting firm, including sole authority to approve the firm's fees and other retention terms.
Corporate Governance Principles Back to Top
In addition, the Committee is charged with recommending to the Board a set of corporate governance principles applicable to the Company. These principles must include, at a minimum, the following:
Director qualification standards, which, at a minimum, should reflect the independence requirements of the NYSE, and other substantive requirements including policies that may address the number of boards on which a director may sit, director tenure, retirement and succession
Director responsibilities, which should clearly articulate what is expected from a director, including basic duties and responsibilities with respect to attendance at Board meetings and advance review of meeting materials
Director access to management and, as necessary and appropriate, independent advisors
Responsibilities of standing Board committees
Director compensation, which should include general principles for determining the form and amount of director compensation (and for reviewing those principles, as appropriate). The Board should periodically critically evaluate the impact on directors' independence if directors' fees and emoluments exceed what is customary, if the Company makes substantial charitable contributions to organizations in which a director is affiliated, or enters into consulting contracts with, or provides other indirect forms of compensation to, a director
Director orientation and continuing education. Establish an effective orientation program to familiarize new directors with the Company's strategic plans, its significant financial, accounting and risk management issues, its compliance programs, its conflict policies and other controls, its principal officers and its internal and independent auditors
Management Succession. Succession planning should include policies and principles for CEO selection and performance review, as well as policies regarding succession in the event of an emergency or the retirement of the CEO
Annual performance evaluation of the Board. The Board should conduct a self-evaluation at least annually to determine whether it and its committees are functioning effectively
The Company shall post its corporate governance principles available on its website.
Evaluation Back to Top
The Board shall conduct an annual performance evaluation of the Governance/Nominating Committee in light of its duties and responsibilities as set forth in this Charter.
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