2003 Committee Charter : REY

CHARTER, POWERS AND DUTIES OF THE NOMINATING AND GOVERNANCE COMMITTEE

A. Charter

The Charter of the Nominating and Governance Committee (the "Committee") is to identify and present to the Board of Directors (the "Board") qualified candidates for election to the Board, to identify and present to the Board qualified members for service (as member and/or chair) on committees of the Board, and to oversee the operation, governance, and compensation of the Board

B. Powers and Duties

The Committee shall have the power and duty to:

Review and make recommendations to the board regarding Board composition and structure, including, without limitation:
recommending the term of office for directors and whether the Board should be classified according to terms;
recommending compensation for non-employee directors;
recommending the desirable ratio of employee and non-employee directors; and
reviewing the format and content of Board communications (written and oral) and Board meetings and making recommendations for improvement.
Review and make recommendations to the Board regarding the nature and duties of Board committees, ensuring conformity with all applicable standards of the principal and other stock exchanges on which the Company's shares are then listed and traded, Board requirements, and applicable law, including without limitation:
monitoring scope and performance of Board committees, including evaluating the charter, duties and powers of Board committees according to existing and planned Company objectives and recommending changes with respect thereto;
recommending the term of office for committee members and ensuring that, where applicable, the Board's independent director standards are maintained; and
considering whether there should be a policy of periodic rotation of directors among the committees, and any limitations on the number of consecutive years a director should serve as a member of any one Board committee.
Establish criteria for membership on the Board and its committees, such as depth of experience, balance of business interest and experience, required expertise, required independence (as applicable) and qualification for membership on each committee, in each case ensuring conformity with all applicable law and applicable standards of the principal and other stock exchanges on which the Company's shares are then listed and traded.
Recommend to the Board the names of qualified persons to be nominated for election or re-election as directors (including recommending the slate of directors the Board proposes for election by shareholders) and the membership and chairman of each Board committee; and consider suggestions for board membership submitted by shareholders in accordance with the notice provisions and procedures set forth in the Company's Consolidated Code of Regulations.
Evaluate Company policies relating to the recruitment of directors, and make recommendations to the Board, or any appropriate Board committee, regarding such matters.
At each Board meeting, report on Committee activities.
The committee shall engage the Company's Chairman and Chief Executive Officer in the process of director recruitment and evaluation for nomination, and the Committee shall invite the Chairman and the Chief Executive Officer to address the Committee when the Committee meets to discuss those matters. The Committee must meet at least quarterly with the Chairman and with the Chief Executive Officer (separately, if the offices are occupied by two persons).
The Board may designate other responsibilities for the Committee from time to time.