ryder system, inc.
Corporate governance and Nominating Committee charter
The purposes of the Corporate Governance and Nominating Committee of Ryder System, Inc. are to assist the Board of Directors in fulfilling its overall responsibilities with respect to (i) identifying qualified individuals to become members of the Board of Directors, (ii) determining the composition of the Board of Directors and its committees, (iii) establishing and monitoring a process to assess the effectiveness of the Board of Directors and (iv) establishing and implementing the Company’s corporate governance principles.
Composition of the Committee
Number. The Board of Directors shall determine the size of the Committee, but it shall consist of no fewer than three members.
Qualifications. Each Committee member shall meet the independence criteria of the rules of the New York Stock Exchange, Inc. (NYSE), as such requirements are interpreted by the Board of Directors in its business judgment and shall be free of any relationship that, in the opinion of the Board of Directors, may interfere with his or her exercise of independent judgment as a Committee member.
Appointment. The Board of Directors will appoint the members and the Chairman of the Committee. Committee members shall serve at the pleasure of the Board of Directors and for such term or terms as the Board of Directors may determine.
Duties and Responsibilities of the Committee
The Committee has general responsibility for issues of corporate governance and matters related to service on the Board of Directors, in each case taking into account applicable laws and regulations.
The Committee shall have the following specific responsibilities:
Responsibilities Relating to Board Structure
Responsibilities Relating to Corporate Governance
Responsibilities Relating to Public Responsibility
Meetings of the Committee
The Committee shall meet at least four times per year. The Chair of the Committee shall, in consultation with the other members of the Committee and appropriate officers of the Company, be responsible for calling meetings of the Committee, establishing the agenda therefor and supervising the conduct thereof. The Committee may also take any action permitted hereunder by unanimous written consent.
The Committee may request any officer or employee of the Company, or the Company’s outside legal counsel, to attend a meeting of the Committee or to meet with any members of, or consultants to, the Committee. Any Committee member may be excused from a meeting to permit the remaining members of the Committee to act on any matter in which such member's participation is not appropriate, and such member's absence shall not destroy the quorum for the meeting.
Resources and Authority of the Committee
The Committee shall have the resources and authority appropriate to discharge its responsibilities, including the authority to retain director search firms, consultants, outside legal counsel and other advisors as the Committee deems necessary to carry out its duties. The Company will provide for appropriate funding, as determined by the Committee, for payment of compensation to search firms, consultants, outside legal counsel and any other advisors retained by the Committee.
Periodic Performance Evaluation
On an annual basis, the Committee will conduct and review with the Board of Directors an evaluation of the Committee’s performance with respect to the requirements of this Charter. The Committee may conduct this performance evaluation in such manner as the Committee, in its business judgment, deems appropriate.