This Nominating/Corporate Governance Committee Charter was adopted by the Board of Directors (the "Board") of Hubbell Incorporated (the "Corporation") on March 4, 2003.
2003 Nominating Charter: HUBB
The Nominating and Corporate Governance Committee (the "Committee") of the Board of the Corporation shall provide assistance to the Board in fulfilling its responsibilities by:
The Committee shall be comprised of at least three directors as determined by the Board, all of whom shall satisfy the "independence" and any other requirements of The New York Stock Exchange, Inc. (the "NYSE Rules") and the applicable rules and regulations promulgated by the Securities and Exchange Commission.
The members of the Committee shall be appointed annually by the Board, taking into consideration the recommendation of the Committee. Unless a Chairman is designated by the Board, the Committee may designate a Chairman by majority vote of the full Committee membership.
III. MEETINGS AND PROCEDURES
The Committee shall meet on a regularly-scheduled basis at least once annually, and on such other occasions as circumstances may dictate or the members of the Committee may from time to time determine. Meetings of the Committee shall be held upon call by the Chairman of the Board or the Chairman of the Committee in accordance with the notice provisions of the Corporation's bylaws. A quorum of the Committee shall consist of a majority of the members of the Committee in office at the time of any meeting and the vote of a majority of the members of the Committee present at the time of a vote, if a quorum is present at that time, shall be the act of the Committee. The Chairman of the Committee or, in his or her absence, another member chosen by the attending members, shall preside at each meeting and, in consultation with the other members of the Committee and the Chairman of the Board, as appropriate, will set the agenda of items to be addressed at each meeting. The Chairman of the Committee shall ensure that the agenda for each meeting is circulated to each Committee member in advance of the meeting.
When deemed appropriate by the Committee, meetings of the Committee may be attended by the Corporation's President, by such other members of the management of the Corporation as the Committee deems appropriate, and by any other persons whose presence the Committee believes to be necessary or appropriate. The Committee may also exclude from its meetings any persons it deems appropriate in order to carry out its responsibilities.
The Committee is authorized to establish the Committee's own rules and procedures consistent with the Corporation's bylaws and Corporate Governance Guidelines and this Charter. The Committee will participate in the performance evaluation of the Committee, as provided for in the Corporation's Corporate Governance Guidelines. The Committee may, in compliance with Section IV of this Charter, form and delegate authority to subcommittees when appropriate, provided, however, that any such subcommittee must be comprised solely of members of the Committee.
In discharging its responsibilities, the Committee shall have sole authority to retain and terminate such search firms or other advisors as the Committee deems appropriate and to approve the fees and retention terms of such search firms.
The Chairman of the Committee shall report to the Board following meetings of the Committee and as otherwise requested by the Chairman of the Board.
The Committee shall maintain written minutes or other records of its meeting and activities. Minutes of each meeting of the Committee shall be distributed to each member of the Committee and other members of the Board. The Secretary of the Corporation shall retain the original signed minutes for permanent filing.
IV. GOALS AND RESPONSIBILITIES
The goals and responsibilities of the Committee are to:
With respect to the Board and Committees of the Board
V. BOARD MEMBER SELECTION CRITERIA
Board member candidates must meet the criteria set forth in the Corporation's Corporate Governance Guidelines. In addition, in recommending a candidate the Committee must assure that following such candidate's election, the Board will continue to meet the requirements, as set forth in Corporation's Corporate Governance Guidelines, that a majority of the directors qualify as independent directors under the NYSE Rules and no more than two (2) persons who are employed by the Company or who were employed by the Company in the previous five (5) years may serve on the Board at the same time.
The Committee may also consider the following criteria in recommending candidates for election to the Board:
VI. COMMITTEE SELECTION CRITERIA
Each individual recommended to the Board for membership on a committee shall meet the requirements set forth in the Corporate Governance Guidelines and in the applicable committee Charter and such other criteria which this Committee shall determine in its business judgment.
VII. DISCLOSURE OF CHARTER
This Charter shall be made available on the Corporation's website at www.hubbell.com and to any shareholder who otherwise requests a copy. The Corporation's Annual Report to Shareholders shall state the foregoing.