Nominating and Governance Committee

Sandra O.
Moose
(Chair)

William J.
Avery
David W.
Haas

Thomas W.
Haas


Richard L.
Keyser

Rick J.
Mills

Jorge P.
Montoya


Gilbert S.
Omenn

 

Gary L.
Rogers

 

Ronaldo H.
Schmitz

George M.
Whitesides
Marna C.
Whittington

The Nominating Committee determines corporate governance policies; nominates directors for board membership; evaluates CEO performance and oversees the evaluation of other senior management; oversees succession planning; monitors management development plans; evaluates board and committees performance annually; and meets in executive session without management present to discuss, among other things, the performance of management and the company's strategic plans and objectives. The committee will consider Rohm and Haas Board of Directors nominations submitted by stockholders if names and biographical data are submitted in writing to the committee. The chairperson of the Nominating Committee, currently Dr. Moose, is the director who presides over the regularly scheduled executive sessions of the non-management directors.

 

CHARTER OF THE NOMINATING COMMITTEE OF THE BOARD OF DIRECTORS OF ROHM AND HAAS COMPANY
(As Amended, Approved and Adopted March 2003)

Purpose
Organization and Membership Qualifications
Member Compensation
Meetings and Procedures
Duties and Responsibilities

 

Purpose

The purposes of the Nominating Committee of the Board of Directors (“Board”) of Rohm and Haas Company (“Company”) shall be to: (1) identify individuals qualified to be Board members, and to recommend that the Board select the director nominees for the next annual meeting of the shareholders and elect individual directors to fill Board vacancies; (2) develop and recommend to the Board a set of corporate governance guidelines applicable to the Company; (3) oversee the governance of the Company and review periodically the Company’s governance guidelines; (4) recommend to the Board, director nominees for assignment to each Board committee and a nominee to chair each committee; (5) oversee the Board’s annual evaluation of its performance and the performance of other Board committees; and (6) annually assess the performance of the CEO.

 

Organization and Membership Qualifications

The Nominating Committee shall be appointed by the Board and be composed of at least three (3) directors, each of whom shall meet, as affirmatively determined by the Board at least annually, the independence requirements of governing law, rules, regulations and the listing standards of the New York Stock Exchange.

If fewer than all of the non-management independent members of the Board compose the Nominating Committee and a vacancy on the Committee occurs, then the chairpersons of each of the Board committees shall recommend to the Board, and the Board shall appoint, a new member to fill the vacancy.

The Nominating Committee shall recommend, and the Board shall designate, one member of the Nominating Committee to serve as its chairperson, who shall preside over all Committee meetings and over the regularly scheduled executive sessions of the non-management members of the Board, and shall facilitate the functioning of the Board, and the relationship between and among the Board and its committees.

No member of the Nominating Committee shall be removed except by majority vote of the independent directors of the full Board then in office.

 

Member Compensation

The only compensation a member shall receive for service on the Nominating Committee is the member’s fees as a director.

 

Meetings and Procedures

 

Duties and Responsibilities

To fulfill its duties and responsibilities, the Nominating Committee shall: