FLAVORS & FRAGRANCES INC.
OF THE NOMINATING AND GOVERNANCE COMMITTEE
BOARD OF DIRECTORS
amended January 25, 2005)
Nominating and Governance Committee (the “Committee”) of the Board of
Directors (the “Board”) of International Flavors & Fragrances Inc.
(together with its subsidiaries, the “Company”) is responsible for (i) assisting the Board in determining the desired
experience, mix of skills and other qualities to assure appropriate Board
composition, taking into account the current Board members and the specific
needs of the Company and the Board; (ii) identifying highly qualified
individuals meeting those criteria to serve on the Board; (iii) recommending
to the Board a slate of nominees for election by the shareholders at the
Annual Meeting of Shareholders and recommending to the Board other
prospective director candidates in the event of any vacancy on the Board or
any increase in the size of the Board; (iv) reviewing candidates recommended
by shareholders for election to the Board; (v) developing plans regarding the
size and composition of the Board and its Committees; (vi) reviewing
management succession plans; and (vii) monitoring and making recommendations
to the Board with respect to corporate governance issues.
performing its duties, the Committee maintains effective working
relationships with the Board and the Company’s management.
Committee is comprised of at least three members, including a Chair, all of
whom are “Independent Directors”, as defined in the Board’s Corporate
Governance Guidelines, and are selected by and serve at the pleasure of the
Board. The Board may designate one or more Directors as alternate members of
the Committee, each of whom is an “Independent Director” as defined in the
Board’s Corporate Governance Guidelines, and such alternate members may
replace any absent or disqualified member or members at any meetings of the
Committee. No person may be made a member or alternate member of the
Committee if his or her service on the Committee would violate any
restriction on service imposed by any rule, regulation or standard of the
United States Securities and Exchange Commission (“SEC”), the New York Stock
Exchange (“NYSE”), and, if applicable, any other exchange on which shares of
the common stock of the Company are listed.
Committee meets as necessary, but at least three times each year, to enable
it to fulfill its responsibilities. The Committee may ask members of
management or others whose advice and counsel are relevant to the issues then
being considered by the Committee, to attend any meetings and to provide such
pertinent information as the Committee may request. The Committee regularly
reports its actions to the Board, and keeps written minutes of its meetings,
and the minutes are recorded or filed with the books and records of the
Committee has the following responsibilities:
Candidates and Nominees
a. To develop and periodically review criteria
for the selection of new directors and nominees for vacancies on the Board;
develop and periodically review policies and procedures regarding the
submission of director nominations for consideration by the Committee;
review with the Board the desired experience, mix of skills and other
qualities to assure appropriate Board composition, taking into account the
current Board members and the specific needs of the Company and the Board;
identify and recommend to the Board qualified candidates for Board membership
who bring the backgrounds, knowledge, experience, skill sets and expertise
that would strengthen and increase the diversity of the Board consistent with
the following minimum criteria:
character, expertise, skills and knowledge useful to the oversight of the
Diversity of viewpoints, backgrounds, experiences and other demographics;
Business or other relevant experience; and
extent to which the interplay of the candidate's expertise, skills, knowledge
and experience with that of other Board members will build a Board that is
effective, collegial and responsive to the needs of the Company and to the
requirements and standards of the NYSE and the SEC.
e. To assess whether a candidate for the Board
is independent in accordance with the Corporate Governance Guidelines of the
Company and other relevant criteria.
review the suitability for continued service as a Director of each Board member
when he or she has a significant change in status, such as an employment
change, and recommending whether or not the Director should be re-nominated;
review and consider the compensation and benefits of Directors who are not
employees of the Company and to recommend to the Compensation Committee any
changes that the Committee deems appropriate;
consider the recommendations of the Chief Executive Officer for the
appointment of the other executive officers, including any replacements
between annual appointment dates, and to recommend to the Board the
appointment of the executive officers other than the Chief Executive Officer;
i. To work with senior management to provide an orientation and
education program for Directors.
a. To review periodically the size of the
Board and recommend to the Board changes as appropriate;
establish and review policies pertaining to the roles, responsibilities,
retirement age, tenure and removal of Directors;
review periodically all Board Committees and recommend to the Board changes,
as appropriate, in the number, responsibilities, membership and Chairs of the
recommend that the Board establish such special committees as may be
necessary or appropriate to address ethical, legal or other matters that may
and Chief Executive Officer Evaluation and Management Evaluation
develop and review periodically a process for and conduct, an annual
evaluation of the effectiveness of the Board as a whole;
develop and review periodically a process for, coordinate the conduct of, and
conduct, an annual evaluation of the effectiveness of this Committee, the
Audit Committee and the Compensation Committee.
develop and review periodically a process for an annual evaluation by the
Board of the performance of the Chief Executive Officer and to have the
Committee Chair review with the Chief Executive Officer, together with the
Chair of the Compensation Committee, the results of the Board evaluation of
the performance of the Chief Executive Officer;
oversee the annual evaluation of the other executive officers and senior
management conducted by the Compensation Committee; and
review the Company’s management development program to help assure proper
management succession planning.
a. To develop and recommend to the Board a set
of Corporate Governance Guidelines for the Company.
review the Board’s Corporate Governance Guidelines at least annually to
assure that they reflect best practices and are appropriate for the Company,
and to assist the Board in achieving such best practices.
review periodically third party evaluations of Company corporate governance
and consider appropriate actions in response to such evaluations.
oversee Board responses to shareholder communications and proposals.
Committee annually evaluates its performance to confirm that it is meeting
its responsibilities under this Charter. In this review, the Committee
considers, among other things, (a) the appropriateness of the scope and
content of this Charter, (b) the appropriateness of matters presented for
information and approval, (c) the sufficiency of time for consideration of
agenda items, (d) frequency and length of meetings, and (e) the quality of
written materials and presentations. The Committee reviews and assesses the
adequacy of this Charter at least annually and recommends to the Board such
changes to this Charter as the Committee deems appropriate.
Investigations and Studies.
Committee may conduct or authorize investigations into or studies of matters
within the Committee’s scope of responsibilities as described above. The
Committee will have the authority, to the extent it deems necessary or
appropriate, to retain search firms or other consultants or advisors to
assist in the identification of individuals qualified to become Board
members. The Committee shall have the sole authority to retain and terminate
any such Director search firm or other consultants or advisors, including the
sole authority to approve the fees and other retention terms. The Committee
shall also have authority, to the extent it deems necessary or appropriate,
to retain other consultants and advisors. The Company will provide for
appropriate funding, as determined by the Committee, for payment of
compensation to any search firm or other consultants or advisors retained by
Delegation of Authority to Subcommittees.
Committee shall have the authority to delegate any of its responsibilities to
one or more Committee members or subcommittees of Committee members, as the
Committee deems appropriate.