DATE: MARCH 4, 2004
PHILLIPS-VAN HEUSEN CORPORATION
NOMINATING & GOVERNANCE COMMITTEE OF THE BOARD OF DIRECTORS
The Nominating & Governance Committee is a Committee of the Board of Directors.
It shall (1) assist the Board by identifying individuals qualified to become
Board members, and to recommend to the Board the director nominees for the next
annual meeting of stockholders, other than the nominees designated by the
holders of the Company's Series B preferred stock; (2) recommend to the Board
the Corporate Governance Guidelines applicable to the Company; (3) oversee the
evaluation of the Board and management; and (4) recommend to the Board director
nominees for each committee.
The Nominating & Governance Committee shall be composed of three or more
directors; provided, however, that until the date of the Company's 2006 annual
meeting of stockholders, the Committee may be composed of two directors. The
members of the Committee shall meet the independence requirements of the New
York Stock Exchange.
The members of the Nominating & Governance Committee shall be elected by the
Board of Directors at the annual organizational meeting of the Board and shall
serve until the next annual organizational meeting or until their respective
successors shall be duly elected and qualified; provided, however, that members
of the Committee may be removed by the Board.
The Nominating & Governance Committee shall meet at least once annually. The
Committee may also hold any special meetings as may be called by the Chairman of
the Committee, a majority of the members of the Committee or at the request of
management. A quorum for any meetings shall be a majority of the members.
Members of senior management and others may attend meetings of the Committee at
the invitation of the Committee and shall provide pertinent information as
The Chairman of the Nominating & Governance Committee shall set the agenda of
each meeting and arrange for the distribution of the agenda, together with
supporting material, to the Committee members prior to each meeting. The
Chairman shall include on the agenda of any meeting any appropriate matter
requested by the Company's Chief Executive Officer, General Counsel or other
appropriate officer. The Chairman will also cause minutes of each meeting to be
prepared and circulated to the Committee members. The Committee may meet via
telephone conference calls.
The Nominating & Governance Committee shall report regularly to the Board of
Directors as to its activities.
1. The Nominating & Governance Committee shall seek and evaluate
individuals qualified to become board members for recommendation to
the Board when and as appropriate. In evaluating potential candidates,
and the need for new directors, the Committee may consider such
factors, including, without limitation, professional experience and
business, charitable or educational background, performance, age,
service on other boards of directors and years of service on the
Company's Board, as the members deem appropriate.
2. The Nominating & Governance 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 Committee shall also have
authority engage outside legal, accounting or other advisors as it
determines to carry out its functions. The Company shall provide
adequate funding for the foregoing.
3. The Nominating & Governance Committee shall oversee the evaluation of
the Board of Directors and management on an annual basis.
4. The Nominating & Governance Committee shall review annually and make
recommendations to the Board with respect to the compensation and
benefits of directors.
5. The Nominating & Governance Committee must approve the service of any
executive officer of the Company on the board of directors of any
6. The Nominating & Governance Committee shall review and reassess the
adequacy of the Corporate Governance Guidelines of the Company and
recommend any proposed changes to the Board for approval.
7. The Nominating & Governance Committee may form and delegate authority
to subcommittees when appropriate.
8. The Nominating & Governance Committee shall review and reassess the
adequacy of this Charter annually and recommend any proposed changes
to the Board for approval.
9. The Nominating & Governance Committee shall annually review its own