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.
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.
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
The only compensation a member shall receive for service on
the Nominating Committee is the member’s fees as a director.
- The Nominating Committee shall fix its own rules of
procedure, which shall be consistent with the Bylaws of the Company and this
- The Nominating Committee shall meet regularly and in any
event not less than four (4) times per year, and members are expected to
attend in person. A majority of the members of the Nominating Committee shall
constitute a quorum, and a member may participate in a meeting by telephone if
necessary to constitute a quorum or otherwise to conduct the business of the
- The Chairperson of the Nominating Committee or a majority
of the members of the Nominating Committee may call a special meeting of the
- The Nominating Committee may form and delegate authority to
subcommittees when appropriate or may designate one or more of its members the
authority to act on behalf of the Committee, unless the authority so delegated
or designated is required by law, regulation, listing standard, or Company
Bylaws to be exercised by the Nominating Committee as a whole.
- The Nominating Committee may request that any directors,
officers or employees of the Company, or other persons whose advice and
counsel are sought by the Nominating Committee, attend any meeting to provide
such information as the Nominating Committee requests.
- Following each of its meetings, the Nominating Committee
shall deliver a report on its meeting to the Board, including a description of
all actions taken by the Nominating Committee at the meeting.
- The Nominating Committee shall keep written minutes of its
meetings that shall be prepared by the chairperson of the Committee, and these
minutes shall be maintained with the books and records of the Company.
To fulfill its duties and responsibilities, the Nominating
- Have the sole responsibility to retain, set compensation
and retention terms for, and to terminate any search firm used to identify
director candidates. Further, the Committee shall have the authority to obtain
advice and assistance from internal and external advisors to carry out its
duties and responsibilities. Funding for the retention of the search firm and
any such advisors will be provided by the Company.
- Recommend to the Board the slate of nominees of directors
to be elected by the stockholders at the Company’s next annual meeting of
stockholders and any directors to be elected by the Board to fill vacancies.
Recommendations should take into account a review by the Nominating Committee
of the performance and contribution of incumbent directors, the collective
expertise of the Board and any areas that should be strengthened, the
qualifications of proposed new directors, and the Company’s policies regarding
the age and other requirements for Board service.
- Recommend to the Board those directors to be appointed to
the various Board committees, including the persons recommended to serve as
Chairperson of the committees. Recommendations should consider the
qualifications for membership on each committee and whether any policies
should be implemented to facilitate the effectiveness of the committee,
including, for example, any policy on periodic rotation of directors among
committees, any limitation on the number of consecutive years a director
should serve on any one committee, and the number of Board committees on which
a director may serve.
- Perform annually, an assessment of the performance of the
CEO based on a review of Company goals and objectives and other appropriate
criteria, and shall communicate the results of its assessment to the CEO and
the Executive Compensation Committee, which is responsible for setting the
- Solicit and receive comments from all directors and report
annually to the Board with an assessment of the Board’s performance as a
whole, [as well as individual director performance and participation,] to be
discussed with the full Board following the end of each fiscal year. The
Chairperson of the Nominating Committee should monitor director performance
and participation throughout the year and privately counsel a director for
whom there may be concerns about performance and participation.
- Periodically assess the adequacy of the Company’s corporate
governance guidelines and recommend any changes to the Board for its approval
- Facilitate the continuing education of directors and the
orientation of new directors to the policies and practices of the Board and
- Reassess on at least an annual basis, the adequacy of this
Charter and recommend any proposed changes to the Board for its approval.
- Perform an annual self-evaluation of its performance and
deliver a report to the Board setting forth the results of its evaluation. In
conducting this review, the Nominating Committee shall address matters that it
considers relevant to its performance, including at a minimum, the adequacy,
appropriateness and quality of the information and recommendations presented
to the Board, the manner in which they were discussed or debated, and whether
the number and length of meetings of the Nominating Committee were adequate
for the Nominating Committee to complete its work in a thorough and thoughtful