2003 Nominating Charter: SJM

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03).doc
THE J. M. SMUCKER COMPANY
NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER
(Adopted April 15, 2003)
The purposes of the nominating and corporate governance committee shall be to assist
the Board in identifying qualified individuals to become board members and in
developing and implementing corporate governance principles applicable to the Board
and the Company.
Composition
The size of the committee shall be determined by the Board, provided that the
committee shall always have at least three members, each of whom shall be
"independent" under the rules of the New York Stock Exchange ("NYSE").
The Board shall select committee members and the committee chair. Each committee
member will serve at the pleasure of the Board for such term as the Board may decide
or until such committee member is no longer a Board member.
Duties and Responsibilities
The committee has the following duties and responsibilities:
Identify New Director Candidates. The committee shall identify and recommend
individual candidates to the Board to become Board members and shall consider
management and shareholder recommendations for director candidates. In
recommending candidates, the committee shall consider such factors as it
deems appropriate and shall recommend nominees who have the highest
personal and professional integrity, who have demonstrated exceptional ability
and judgment. The committee shall also refer to the Criteria for Board of
Directors Candidates attached as Appendix A to this charter when reviewing
potential candidates.
Evaluate Incumbent Directors. The committee shall evaluate whether an
incumbent director should be nominated for reelection to the Board upon
expiration of such director's term. The committee shall use the same factors
established for new director candidates to make its evaluation and shall also take
into account the incumbent director's performance as a Board member.
Develop Corporate Governance Guidelines. The committee shall develop and
recommend to the Board corporate governance guidelines. At least annually, the
committee shall (i) review those guidelines and recommend changes, if
appropriate, and (ii) at least annually lead the Board in a discussion of major
corporate governance issues.
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Board Self-Evaluation. The committee shall develop and recommend to the
Board, for its approval, an annual self-evaluation process of the Board.
Review Possible Conflicts of Interest. To the extent they should arise, the
committee shall consider possible conflicts of interest of Board members and
management and make recommendations to prevent, minimize, or eliminate
such conflicts of interest.
Succession Planning. The committee shall periodically review succession
planning issues and report its findings and recommendations, if any, to the
Board.
Board Reports. At least annually, the committee shall report its activities to the
Board and in such manner and at such times as the committee or the Board
deems appropriate.
Director Orientation/Training. The committee shall, as it deems appropriate,
make recommendations regarding director orientation and continuing training of
the Board.
Other Delegated Duties or Responsibilities. The committee shall perform such
other duties or responsibilities as the Board may from time to time delegate to it.
Meetings
The committee shall meet as frequently as necessary to carry out its responsibilities
under this charter. The committee shall have the authority to delegate any of its
responsibilities to subcommittees as the committee may deem appropriate. The
committee chair shall conduct the meetings and shall have such other responsibilities
as the committee or the Board may specify from time to time.
The committee may request any officer of the Company, or any representative of the
Company's advisors, to attend a meeting or to meet with any member or representative
of the committee.
Resources and Authority
The committee shall have appropriate resources and authority to discharge its
responsibilities, including funding to compensate any consultants and any independent
advisors retained by the committee. The committee shall have the authority to engage
search firms to assist in the identification of director candidates and the authority to set
reasonable fees and other retention terms for such search firms.
Annual Review
At least annually, the committee shall review this charter, and shall evaluate its
performance against the requirements of this charter. The committee shall conduct its
review and evaluation in such manner as it deems appropriate.
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APPENDIX A
TO THE J. M. SMUCKER COMPANY
NOMINATING AND CORPORATE GOVERNANCE
COMMITTEE CHARTER
CRITERIA
FOR
BOARD OF DIRECTOR CANDIDATES
  • all director candidates should be committed to the Company's basic beliefs and
    shall be individuals of integrity, intelligence and strength of character;
  • nonemployee director candidates should meet the independence requirement of
    the NYSE and the Company's corporate governance guidelines to the extent
    necessary to ensure that a majority of the Board is independent as defined
    above;
  • nonemployee director candidates should also maintain independence necessary
    for an unbiased evaluation of management performance;
  • nonemployee director candidates should be able to effectively carry out
    responsibilities of oversight of the Company's strategy;
  • nonemployee directors should have either significant experience in a senior
    executive role with a major business organization or relevant experience from
    other professional backgrounds;
  • nonemployee directors should have a working knowledge of corporate
    governance issues and the changing role of boards, together with a firm
    commitment to attend and participate in Board meetings and related Board
    activities; and
  • board candidates must not have any affiliations or relationships with competitive
    businesses or organizations or other activities which could lead to a real or
    perceived conflict of interest.
    All candidates will be evaluated and selected consistent with the Company's policy
    of nondiscrimination.