OUTBACK STEAKHOUSE, INC.
CHARTER OF THE
NOMINATING AND CORPORATE GOVERNANCE COMMITTEE
OF THE BOARD OF DIRECTORS
A. Purposes of the Committee
The purposes of the Nominating and Corporate Governance Committee (the “Committee”) of the Board of Directors (the “Board”) of Outback Steakhouse, Inc. (the “Company”) are to (1) identify individuals qualified to become Board members, consistent with criteria approved by the Board, and to select or recommend to the Board the director nominees for each annual meeting of stockholders; (2) review and recommend to the Board qualifications for committee membership and committee structure and operations; (3) recommend to the Board directors to serve on each committee and a Chairperson for such committee; (4) develop and recommend to the Board a set of corporate governance policies and principles applicable to the Company; and (5) oversee the Board in its annual review of the Board’s performance.
B. Composition of the Committee
The Committee shall consist of no fewer than three directors. At or before the time required by applicable listing standards of the New York Stock Exchange (“NYSE”), each member of the Committee shall qualify as an independent director under the standards established by the NYSE. The members of the Committee shall be appointed by and serve at the pleasure of the Board. Vacancies on the Committee may be filled by the Board, and members of the Committee may be removed only by the Board.
C. Meetings and Procedures of the Committee
The Committee shall meet at least two times annually or more frequently as circumstances require. The Board shall designate one member of the Committee as its Chairperson. The Chairperson will, in conjunction with appropriate members of the Committee and management, establish the meeting calendar and set the agenda for each meeting. The Chairperson of the Committee or a majority of the members of the Committee may call special meetings of the Committee. The Committee may form subcommittees of not fewer than two members for any purpose that the Committee deems appropriate and may delegate to such subcommittees such power and authority as the Committee deems appropriate.
The Committee may request that any directors, officers or employees of the Company, or other persons whose advice and counsel are sought by the Committee, attend any meeting of the Committee to provide such information as the Committee requests.
The Committee may meet in executive session outside the presence of the Company’s executive officers.
Following each of its meetings, the Committee shall report on the meeting to the Board, including a description of all actions taken by the Committee at the meeting. The Committee shall keep written minutes of its meetings.
D. Committee Responsibilities
The Committee shall have the following responsibilities:
1. Selecting Directors and Committee Members
2. Evaluating the Board and Management
3. Performing Management Succession Planning
4. Overseeing the Corporate Governance Guidelines
Appropriate Additional Activities
The Committee shall perform any other activities consistent with this Charter, the Company’s Bylaws and governing law as the Committee or the Board deem appropriate.
E. Evaluation of the Committee
The Committee shall, on an annual basis, evaluate its performance under this Charter. In conducting this review, the Committee shall evaluate whether this Charter appropriately addresses the matters that are or should be within its scope. The Committee shall address all matters that the Committee considers relevant to its performance, including at least the following: the adequacy, appropriateness and quality of the information and recommendations presented by the Committee to the Board, the manner in which they were discussed or debated, and whether the number and length of meetings of the Committee were adequate for the Committee to complete its work in a thorough and thoughtful manner. The Committee shall deliver to the Board a report setting forth the results of its evaluation, including any recommended amendments to this Charter and any recommended changes to the Company’s or the Board’s policies or procedures.
F. Outside Advisors
The Committee may retain, at the Company’s expense, such independent counsel or other advisors as it deems necessary. The Committee shall have the sole authority to retain or terminate any search firm to be used to identify director candidates, including sole authority to approve the search firm’s fees and other retention terms, such fees to be borne by the Company.