NOMINATING & CORPORATE
GOVERNANCE COMMITTEE CHARTER
LEGGETT & PLATT, INCORPORATED
BOARD OF DIRECTORS
Nominating & Corporate Governance Committee will (i)
assist the Board in the oversight of corporate governance principles,
policies and procedures, (ii) identify qualified candidates for Board
membership and recommend to the Board director nominees to be voted on at the
annual meeting of shareholders, and (iii) develop and recommend to the Board
a set of corporate governance guidelines applicable to the Company.
Committee will be composed of at least three members of the Board of
Directors, all of whom are independent as determined in accordance with the
New York Stock Exchange Listing Standards. The Board will appoint Committee
members annually. The Board may remove Committee members at any time, with or
without cause, by a majority vote. The Board will fill any vacancy on the
Committee. During a vacancy on the Committee, the remaining members will have
full power to act as the Committee.
The Board will appoint a Committee Chairman annually. If the Chairman is
absent from a meeting, the Committee may, by majority vote of those members
present, designate one of its members to serve as acting Chairman for the
To the extent permitted by applicable law, the Committee may delegate duties
and responsibilities to one or more members or subcommittees as it deems
Committee will meet at least once annually and at such other times as it
deems appropriate, upon the call of the Committee Chairman or the Chairman of
the Board. Meetings may be conducted by teleconference.
A majority of the members present at a meeting will constitute a quorum. If a
quorum is present, the majority vote of those Committee members present at
the meeting will be sufficient to adopt a resolution or otherwise take
action. The Committee Chairman will report the Committee’s actions to the
Board as appropriate.
The Chairman of the Board will be invited to attend Committee meetings,
unless matters to be discussed at the meeting make it appropriate to excuse
him. The Chairman of the Board may share his views with the Committee, but
may not vote on matters before the Committee. At the invitation of the
Committee Chairman, the CEO and other members of management may attend
The Secretary of the Company will attend and keep written minutes of
Committee meetings, unless matters to be discussed at the meeting make it
appropriate to excuse him. If the Secretary is excused, a member of the
Committee will provide to the Secretary minutes of the meeting or information
sufficient to prepare minutes.
duties and responsibilities of the Committee include the following:
- Develop and recommend to the Board a set of
corporate governance guidelines applicable to the Company and the Board,
to be reviewed periodically.
- Periodically review the Articles and Bylaws of
the Company and make recommendations to the Board as they relate to
corporate governance matters.
- Identify potential candidates for Board
membership and recommend to the Board nominees for election as
directors, either for election at the annual meeting of shareholders or
to fill a vacancy on the Board. The Committee will select new director
candidates who: (i) have significant business
or public experience that is relevant and beneficial to the Board and
the Company, (ii) are willing and able to make a sufficient time
commitment to the affairs of the Company in order to effectively perform
the duties of a director, including regular attendance of Board meetings
and committee meetings, (iii) are committed to the long-term growth and
profitability of the Company, and (iv) are individuals of character and
- Authority to retain and terminate any search
firm used to identify director candidates, including authority to
approve the fees and other retention terms.
- Review the qualifications and performance of
incumbent directors in determining whether to recommend them for
re-election to the Board. In making this determination, the Committee
will consider the director's attendance, involvement and contributions
to the effectiveness of the Board. When necessary or appropriate, the
Committee will recommend to the Board removal of a director or a member
of a Board committee.
- Periodically review and make recommendations
to the Board concerning (i) the size and
composition of the Board, (ii) director tenure, retirement and
succession policies, (iii) Committee membership, structure and
operations, (iv) the rotation of Committee
members and committee chairs, (v) changes to Committee charters, and
(vi) policies to promote effective communication between the Board and
- Oversee the orientation of newly elected
directors. Orientation should provide the new director with a basic understanding
of the Company's operations, mission and objectives.
- Oversee the evaluation of the Board and
management in fulfilling their respective duties to the Company and the
shareholders as set out in the corporate governance guidelines adopted
by the Company. The Committee will (i) assist
the Board of Directors in its self-evaluation, and (ii) review the
evaluation results and present such results, along with any Committee
recommendations, to the Board.
- Conduct an annual self-evaluation of the Committee.
The Committee will present the results, along with any Committee
recommendations, to the Board.
- Perform such other functions
within the scope of its duties and responsibilities as the Committee or
Board of Directors deem appropriate.