GOVERNANCE COMMITTEE CHARTER
The Nominating/Corporate Governance Committee ("NCG") is appointed
by the Board of Directors (the "Board") to take an active leadership
role in shaping and monitoring the corporate governance of the company.
The NCG will consist of not less than three directors all of whom in the judgement of the Board shall meet the independence
requirements of the New York Stock Exchange.
The members shall be appointed and replaced by the Board.
In addition to independence, qualification for membership should include
familiarity with the regulatory framework of the company, financial literacy
and business management experience.
Committee Authority and Responsibilities
- NCG shall develop and
recommend to the Board, for its approval, Corporate Governance Principles
which, at a minimum shall address:
qualifications and standards
- Director orientation
and continuing education
- Limitations concerning
service on other listed company Boards
- Director access to
management and records
- Management succession
- Criteria for annual
evaluation of the Board, its committees, management and the effectiveness
of their functioning.
Policy" for trading in the Company's stock.
- When requested by the Board,
the NCG shall actively seek and identify individuals qualified to become
board members for recommendation to the Board.
- The NCG shall recommend
Director nominees to the Board to stand for
election at each annual meeting of shareholders.
- The NCG may, when
appropriate, delegate authority to one or more members or to one or more
subcommittees established by the NCG.
- The NCG shall have sole
authority to retain and terminate any search firm which it may determine
to use to identify director candidates and shall have sole authority to
approve the search firm's fees and other retention terms. The Committee
shall have sole authority to obtain advice and assistance from internal or
external legal, accounting or other advisors.
- The NCG shall annually
recommend to the Board individuals to serve on each committee and the
chair of each committee.
- The NCG shall meet not less
than quarterly and shall review and assess this charter at least annually
and recommend proposed changes to the Board for approval.
- The NCG shall report to the
full Board at least quarterly.
- The NCG shall conduct a self
evaluation to determine whether it is functioning effectively at least
- Annually, the NCG shall
assist the Board in its own self assessment by providing leadership for
- The NCG will review the
Board's adherence to the Corporate Governance Principles and the Company's
Code of Business Conduct and Ethics.
- The NCG shall consider the
appropriateness of continued service of Directors who experience a
material change in their outside responsibilities or questions concerning
their adherence to the Company's Corporate Governance Principles and the
Company's Code of Business Conduct and Ethics.
- At least annually, the NCG
shall review the management succession plan and report to the Board the
results of its evaluation, including recommendations for changes to the