NOMINATING AND CORPORATE GOVERNANCE COMMITTEE
The purposes of the
Nominating Committee and Corporate Governance Committee are to: (a) identify
and recommend to the Board qualified nominees, consistent with the criteria
approved by the Board, for election at the next annual meeting of shareholders;
(b) develop and recommend to the Board the Company's Corporate Governance
Principles; (c) oversee the self-evaluation process of the Board and its
committees; and (d) evaluate the annual performance of the CEO.
The Nominating and
Corporate Governance Committee's responsibilities include:
- Developing and recommending the
criteria for the selection of new directors in accordance with the
Corporate Governance Principles.
- Identifying and recommending
individuals qualified to be director nominees for election at each annual
meeting consistent with the criteria set forth in the Corporate Governance
- Annually recommending a
candidate for the position of Lead Director.
- Annually recommending Board
committee appointments, including committee Chairs.
- Establishing standards for the
annual evaluation of the Chief Executive Officer's performance and
evaluating his/her performance against those standards. Generally, the
standards will include: (a) personal qualities such as leadership,
statesmanship and responsiveness; (b) general management qualities, such
as a global perspective on the business; (c) financial performance; (d)
strategic thinking and planning; (e) knowledge of the business; (f)
preparedness; (g) financial expertise, such as value creation, capital
planning, and communications with the financial and investment
communities; and (h) qualities relating to the use of human resources,
such as developing management talent and creating an effective
- Evaluating and recommending ways
to improve the effectiveness of management, and the Board and its
Committees, including through an annual assessment.
- Recommending ways to enhance
services to, and improve communications and relations with, the Company's
- Developing, recommending,
reviewing, and reassessing the Company's Corporate Governance Principles.
The Corporate Governance Principles shall include, among other things: (a)
minimum qualifications for director candidates, (b) director
responsibilities, (c) director access to management and independent
advisors, (d) director compensation, (e) director orientation and
continuing education, (f) management succession, and (g) the annual performance
evaluation of the board and its committees.
- Recommending proposed changes to
the Company's Certificate of Incorporation and Bylaws.
- Reviewing and assessing the adequacy this Charter
annually and submitting any proposed amendment to the Board for approval.
3. MEMBERSHIP AND
- The Nominating and Corporate
Governance Committee shall consist of at least three members of the Board
of Directors as the Board shall from time to time determine. Each member
shall be independent under the rules of the New York Stock Exchange and in
accordance with the Corporate Governance Principles.
- The members of the Committee
shall be elected annually by resolution passed by a majority of the Board
of Directors (based on the recommendation of the Committee) at its first
meeting following the Annual Meeting of Shareholders and shall serve until
the first meeting of the Board of Directors following the next Annual
Meeting of Shareholders and until their successors are elected and
qualified or until their earlier death, resignation or removal, with or
without cause, in the discretion of the Board. Unless a Chair is elected
by the Board of Directors, the members of the Committee shall elect a
Chair by majority vote of the full Committee membership.
- The Committee may delegate its
authority to a subcommittee or subcommittees.
- The Committee shall promptly inform the Board of
the actions taken or issues discussed at its meeting. This will generally
take place at the Board meeting following a committee meeting.
The Committee shall meet
at least twice annually.
The Committee shall have
the sole authority, at the expense of the Company, to retain (including
authority to approve fees and other retention terms) and terminate any search
firms to be used to identify a director. The Committee shall also have the
authority to obtain advice and assistance from internal or external legal,
accounting, consulting, and other advisors as it shall deem appropriate,
without management approval.
6. PERFORMANCE REVIEW
The Committee shall
evaluate its performance annually.