2003 Committee Charter : GTW
Nominating Committee Charter
The primary purposes of the Corporate Governance and Nominating Committee (the Committee) are: (i) to develop and recommend to the Board a set of Corporate Governance principles applicable to the Company, (ii) to identify individuals qualified to become members of the Board of Directors (the Board), (iii) to recommend to the Board candidates for service as a director on the Board and nominees for the annual meeting or any special meeting of stockholders of the Company and to fill any vacancies or newly created directorships that may occur between such meetings, (iv) to recommend candidates for membership on the various committees of the Board, and (v) evaluate Board performance. The Committee shall also advise and assist the Board with respect to the compensation and retention of Board members as appropriate.
The Committee shall consist of not less than three members of the Board of Directors, each or whom is independent of management of the Corporation and free from any relationship that, in the opinion of the Board, would interfere with the exercise of independent judgment as a Committee member. The Chairman of the Committee shall be designated by the Board. Members of the Committee shall be appointed by the Board annually and as vacancies or newly created positions occur and may be removed by a majority of the Board at any time.
The Committee shall have the following responsibilities and powers:
(a) Develop and recommend to the Board a set of corporate governance principles applicable to the Company based on regulatory requirements, institutional guidelines and worldwide best practices;
(b) Oversee the evaluation of the Board pursuant to the corporate governance principles adopted (the Corporate Governance Guidelines);
(c) Review and reassess the adequacy of the Corporate Governance Guidelines at least annually and recommend any proposed changes to the Board;
(d) Establish and maintain for future use a current list of qualified candidates for nomination as directors;
(e) Evaluate persons considered for nomination as directors, including current directors, and recommend to the Board the persons who should be considered for election as directors at the annual meeting of stockholders of the Company. In connection with its
recommendations, the Committee shall:
Criteria for membership on the Board shall include a requirement that members of the Board shall:
(f) Recommend from time to time, as the Committee may deem appropriate, increasing or decreasing the number of members of the Board;
(g) Have sole authority to retain and terminate any search firm to be used to identify director candidates, and have sole authority to approve the search firm's fees and other retention terms;
(h) Review and recommend to the Board the annual compensation, a portion of which shall be equity based, to be paid to non-employee directors. In setting the non-employee director compensation, the Committee shall consider, among other factors, the possibility that directors' independence may be jeopardized if director compensation and perquisites exceed customary levels, if the Company makes substantial charitable contributions to an organization with which a director is affiliated, or if the Company enters into consulting contracts with (or provides other indirect forms of compensation to) a director or an organization with which a director is affiliated.
The Committee shall also:
(i) Recommend to the Board the names of directors to serve each year on the standing committees of the Board. Before recommending a director for appointment to a committee, the Committee shall:
(including a determination as to the independence of the candidate) and preferences;
(j) Review appropriateness of continued membership of a director on the Board when notified of a director's change in principal occupation or business association or retirement or when notified of a director's planned acceptance of an invitation to serve on another corporate board or with a government or advisory group in accordance with the Corporate Governance Guidelines and make a recommendation to the Board as to any action to be taken;
(k) Assess, on the basis of established criteria, the performance of each individual director standing for re-election at the next annual meeting. The established criteria shall address each director's core competencies, independence and level of commitment.
The Committee shall consider not only an individual's performance, but also the composition of the Board and the challenges and needs of the Board at that time. The Committee shall also consider the impact of any change in the principal occupation of existing directors. Upon completion of the evaluation process of individual directors, the Committee shall report its conclusions and recommendations to the Board;
(l) Report back to the Board with respect to the actions of the Committee at the next regularly scheduled meeting of the Board;
(m) Oversee orientation and continuing education programs offered for directors;
(n) Review proposed charitable contributions to entities associated with the Company's officers and directors in accordance with the Corporate Governance Guidelines adopted by the Board;
(o) Undertake an annual evaluation of the performance of the Board and its committees and report the results of the evaluation to the Board;
(p) Lead the Board in its annual evaluation of whether the Board and its committees are functioning effectively. The Committee shall oversee the evaluation with each director completing a questionnaire developed by the Committee with respect to various criteria. The collective evaluations shall be compiled by the Committee in advance of the review session and shall be presented by the Chairman of the Committee to the full Board for discussion; and
(q) Carry out all tasks assigned to the Committee in the Corporate Governance Guidelines or by the Board from time to time.
The Committee shall meet as often as it determines is appropriate to carry out its responsibilities under this charter. The Chair of the Committee, in consultation with the other Committee members, shall determine the frequency and length of the Committee meetings and shall set meeting agendas consistent with this charter.
The Committee has the sole authority to retain and terminate any search firm assisting the Committee in identifying director candidates, including sole authority to approve all such search firm's fees and other retention terms. In addition, the Committee has the sole authority to retain and terminate any compensation consultant assisting the Committee in the evaluation of director compensation, including sole authority to approve all such compensation consultant's fees and other retention terms.
The Committee may delegate its authority to subcommittees or the Chair of the Committee when it deems appropriate and in the best interests of the Company.