shall be a committee of the Board of Directors of Old Republic International
Corporation (the "Company") which shall be called the Nominating
Nominating Committee shall (1) identify individuals qualified to become Board
members, and recommend that the Board select the director nominees for the next
annual meeting of shareholders; and (2) develop and recommend to the Board the
Corporate Governance Guidelines applicable to the Company.
- Committee Membership and Procedure
Committee shall consist of no fewer than three members. Each member of the
Nominating Committee shall satisfy the requisite independence requirements. The
Board shall appoint the members of the Nominating Committee, considering the
views of the Chairman of the Board and the Chief Executive Officer, as
appropriate. The Chairman of the Compensation Committee shall be a member of
the Nominating Committee and the Chairman of the Nominating Committee shall be
a member of the Board’s Compensation Committee. The members of the Nominating
Committee shall serve until their successors are appointed and qualify, and
shall designate the Chairman of the Nominating Committee. The Board shall have
the power at any time to change the membership of the Nominating Committee and
to fill vacancies in it, subject to such new member(s) satisfying the requisite
independence requirements. Except as expressly provided in
this Charter, the by-laws of the Company or the Corporate Governance Guidelines
of the Company, the Nominating Committee shall fix its own rules of procedure.
- Committee Authority and Responsibilities
- The Nominating Committee shall be responsible for the long
range planning for the staffing of future Boards and shall develop
qualification criteria for Board members, and actively seek, interview and
screen individuals qualified to become Board members for recommendation to
the Board in accordance with the Corporate Governance Guidelines.
- The Nominating Committee shall have the sole authority to
retain and terminate any search firm to be used to identify director
candidates and shall have sole authority to approve the search firm’s fees
and other retention terms. The Nominating Committee shall also have
authority to obtain advice and assistance from internal or external legal,
accounting or other advisors.
- The Nominating Committee shall review annually, or more
often if appropriate, the directors who are members (including
qualifications and requirements), structure (including authority to
delegate) and performance of committees of the Board (including reporting
to the Board), and make recommendations to the Board, as appropriate.
- The Nominating Committee shall review and reassess at least
annually the adequacy of the Corporate Governance Guidelines of the
Company and recommend any proposed changes to the Board for approval.
- The Nominating Committee shall make regular reports to the
- The Nominating Committee shall review and reassess the
adequacy of this Charter annually and recommend any proposed changes to
the Board for approval. The Nominating Committee shall annually review its
- The Nominating Committee shall develop and recommend to the
Board a Code of Business Conduct and Ethics, and shall consider any
requests for waivers from the Company’s Code of Business Conduct Ethics.
The Company shall make disclosure of such waivers to both the New York
Stock Exchange and the Securities and Exchange Commission.
- The Nominating Committee shall serve in an advisory
capacity to the Board and Chairman of the Board on matters of
organizational and governance structure of the Company and the conduct of
- The Nominating Committee shall receive comments from all
directors and report annually to the Board with an assessment of the
Board’s performance, to be discussed with the full Board following the end
of each fiscal year.
* The NYSE proposal also indicates
that the Charter should reflect this Committee’s responsibility for the
"oversight of the evaluation of the board and management." It is
unclear how this differs from the responsibility of the Compensation Committee
or what it means as a practical matter and has therefore, at least for the time
being, been intentionally omitted.