CHARTER OF NOMINATING COMMITTEE
The Nominating Committee shall assist the full Board of Directors in selecting individuals for service on the Board of Directors of the Company and evaluating their performance.
2. Membership and Qualification
The Committee shall consist of two or more “independent directors” as defined in and determined pursuant to the corporate governance policies of the New York Stock Exchange. The Committee members shall be elected by the Board annually for terms of one year, or until their successors shall be duly elected and qualified. The Board may remove any Committee member at any time. Unless a Committee Chairman is elected by the full Board , the Committee members may designate a Chairman.
3. Meetings and Other Actions
The Committee shall meet at least once a year and at such additional times as may be necessary to carry out its responsibilities. Meetings may be called by the Chairman of the Committee or at the request of the Chairman of the Board. All meetings of and other actions by the Committee shall be held or otherwise taken pursuant to the Company's Bylaws, including Bylaw provisions governing notices of meetings, waivers thereof, the number of Committee members required to take actions at meetings or by written consent, and other related matters.
Reports of meetings of and actions taken at meetings or by consent by the Committee since the most recent Board meeting (except to the extent covered in an interim report circulated to the Board) shall be made by the Committee Chairman or his/her delegate to the Board of Directors at its next regularly scheduled meeting following the Committee meeting or action and shall be accompanied by any recommendations from the Committee to the Board of Directors. In addition, the Committee Chairman or his/her delegate shall be available to answer any questions the other Directors may have regarding the matters considered and actions taken by the Committee.
4. Responsibilities and Authority
In carrying out its mission, the Committee shall have the following responsibilities and authority:
A. Evaluate periodically the desirability of and recommend to the Board any changes in the size and composition of the Board.
B. Make recommendations to the Board for the selection of directors in accordance with the criteria set forth below:
C. Evaluate each new director candidate and each incumbent director before recommending that the Board nominate or renominate such individual for election or reelection (or that the Board elect such individual on an interim basis) as a director based on the extent to which such individual meets the criteria above.
D. Diligently seek to identify potential director candidates who will strengthen the Board.
E. Submit to the Board the candidates for Director to be recommended by the Board for election at each annual meeting of shareholders and to be added to the Board at any other times due to Board expansions, director resignations or retirements or otherwise.
F. Monitor performance of directors to assure that they are fulfilling their responsibilities in accordance with the criteria set forth above. If any serious problems are identified, work with such director to resolve such problems or, if necessary, seek such director's resignation or recommend to the Board such person's removal.
G. Develop and recommend to the Board a set of corporate governance principles applicable to the Company in compliance with the rules of the NYSE.
H. Perform an annual self-evaluation of the Nominating Committee's performance and annually reassess the adequacy of, and if appropriate propose to the Board any deserved changes in the Nominating Committee Charter.
I. Perform such other duties and responsibilities as may be assigned to the Committee, from time to time, by the Board of Directors of the Company and/or the Chairman of the Board of Directors.
5. Additional Resources
The Committee shall have the right to use reasonable amounts of time of the Company's internal staff and services and may, with the approval of the full Board, hire independent consultants, including counsel, to assist and advise the Committee in connection with its responsibilities. If the Board so approves, the Committee shall have the sole authority to retain or terminate any such consultant, including the authority to approve the consultant's fees and other retention terms. The Committee shall not be entitled to use the Company's independent accountants for any assistance unless the Audit Committee shall have determined that the rendering of any services is permissible.