2003 Committee Charter : GPI

Nominating Governance Committee Charter v7.DOC
The Board of Directors (the "Board") of Group 1 Automotive, Inc. (the "Company") has
established the Nominating/Governance Committee of the Board (the "Committee") with the
authority, responsibility and specific duties as described in this Nominating/Governance
Committee Charter.
The purposes of the Committee are:
1. To assist the Board by identifying individuals qualified to become members of the
Board and to recommend director nominees to the Board for election at the annual
meetings of stockholders or for appointment to fill vacancies;
2. To recommend director nominees to the Board for each committee of the Board;
3. To advise the Board about appropriate composition of the Board and its
4. To advise the Board about and recommend to the Board appropriate corporate
governance practices and to assist the Board in implementing those practices;
5. To lead the Board in its annual review of the performance of the Board and its
6. To direct all matters relating to succession of the Chief Executive Officer of the
Company; and
7. To perform such other functions as the Board may assign to the Committee from
time to time.
The Committee shall consist of at least three members, all of whom are members of the
Board. One of the members shall serve as the chairperson (the "Chair") of the Committee. Each
member of the Committee shall satisfy the independence requirements of the rules of the New
York Stock Exchange applicable to domestic listed companies and of any other applicable laws.
The Board shall appoint the members of the Committee. The Chair of the Committee
shall be selected by the affirmative vote of the majority of the Committee.
Nominating Governance Committee Charter v7.DOC
Authority and Responsibilities
The Committee is delegated all authority of the Board as may be required or advisable to
fulfill the purposes of the Committee. The Committee may form and delegate some or all of its
authority to subcommittees when it deems appropriate. Without limiting the generality of the
preceding statements, the Committee shall have authority, and is entrusted with the
responsibility, to do the following actions:
1. The Committee shall prepare and recommend to the Board for adoption
appropriate corporate governance guidelines and modifications from time to time
to those guidelines;
2. The Committee shall establish criteria for selecting new directors and actively
seek individuals qualified to become board members for recommendation to the
3. The Committee shall seek to implement the "independence" standards required by
law, applicable listing standards, the Company's certificate of incorporation or
bylaws, or the Company's corporate governance guidelines;
4. The Committee shall determine whether or not each director and each prospective
director of the Company is independent, disinterested, or a non-employee director
under the standards applicable to the committees on which such director is serving
or may serve. The Committee may survey any and all of the directors and
prospective directors to determine any matter or circumstance that would cause
the person not to qualify as an independent, disinterested or non-employee
director under applicable standards. The Nominating and Governance Committee
shall report to the Board the existence of any such matter or circumstance;
5. Each year, the Committee shall:
  • review the advisability or need for any changes in the number and
    composition of the Board;
  • review the advisability or need for any changes in the number, charters or
    titles of committees of the Board;
  • recommend to the Board the composition of each committee of the Board
    and the individual director to serve as Chair of each committee;
  • request that the Chair of each committee report to the Board about the
    committee's annual evaluation of its performance and evaluation of its
  • receive comments from all directors and report to the Board with an
    assessment of the Board's performance, to be discussed with the full
    Board following the end of each fiscal year;
    Nominating Governance Committee Charter v7.DOC
  • review and reassess the adequacy of the corporate governance guidelines
    of the Company and recommend any proposed changes to the Board for
  • identify, and periodically update, the qualities and characteristics
    necessary for an effective Chief Executive Officer and monitor and review
    the development and progression of potential candidates against these
    standards; and
  • consult with the Chief Executive Officer on senior management
    succession planning.
    6. The Committee shall have the sole authority to retain, amend the engagement
    with, and terminate any search firm to be used to identify director candidates.
    The Committee shall have sole authority to approve the search firm's fees and
    other retention terms and shall have authority to cause the Company to pay the
    fees and expenses of the search firm. The Committee shall also have authority to
    obtain advice and assistance from internal or external legal, accounting or other
    advisors, to approve the fees and expenses of such outside advisors, and to cause
    the Company to pay the fees and expenses of such outside advisors;
    7. The Committee shall oversee the evaluation of the Board and management; and
    8. The Committee shall review management's monitoring of the Company's
    compliance programs and code of conduct, including a report of violations and
    waivers of the code of conduct approved by management.
    1. Meetings. The Committee shall meet at the call of its Chair, two or more
    members of the Committee, or the Chairman of the Board. Meetings may, at the
    discretion of the Committee, include members of the Company's management,
    independent consultants, and such other persons as the Committee or its Chair
    may determine. The Committee may meet in person, by telephone conference
    call, or in any other manner in which the Board is permitted to meet under law or
    the Company's bylaws.
    2. Quorum and Approval. A majority of the members of the Committee shall
    constitute a quorum. The Committee shall act on the affirmative vote of a
    majority of members present at a meeting at which a quorum is present. The
    Committee may also act by unanimous written consent in lieu of a meeting.
    3. Rules. The Committee may determine additional rules and procedures, including
    designation of a Chair pro tempore in the absence of the Chair, at any meeting
    4. Reports. The Committee shall make reports to the Board, directly or through the
    Nominating Governance Committee Charter v7.DOC
    5. Review of Charter. Each year the Committee shall review the need for changes
    in this Charter and recommend any proposed changes to the Board for approval.
    6. Performance Review. Each year the Committee shall review and evaluate its
    own performance and shall submit itself to the review and evaluation of the
    7. Fees. Each member of the Committee shall be paid the fee set by the Board for
    his or her services as a member of, or Chair of, the Committee.