The Sherwin-Williams Company
Nominating and Corporate Governance Committee
The purpose of the
Nominating and Corporate Governance Committee is to provide
assistance to the Board of Directors in fulfilling the Board's
responsibilities on matters relating to: (1) identifying individuals
qualified to become Board members; (2) recommending to the Board the
director nominees for election as directors of the Company;
(3) recommending to the Board the director nominees for each
committee of the Board; (4) reviewing, developing and
recommending to the Board a set of corporate governance guidelines
applicable to the Company; (5) guiding the Board in its annual
evaluation of the Board's performance; and (6) engaging in such
other matters as may from time to time be specifically delegated to
the Committee by the Board.
The Committee shall
consist of at least three members. Each member of the Committee
shall meet the independence requirements of the New York Stock
Exchange as determined by the Board in its business judgment.
The members of the Committee shall be appointed and replaced by
the Board. The Board will appoint a Chairman of the
Committee. The Chairman of the Committee will, in consultation
with the other members of the Committee and the appropriate officers
of the Company, be responsible for calling meetings of the
Committee, establishing the agenda for the meetings and conducting
the meetings of the Committee.
Committee will have broad authority and powers in fulfilling its
purpose and discharging its responsibilities. In discharging
its responsibilities, the Committee will:
1) Consider and recommend to the Board matters with
respect to the criteria for selecting new directors, the
composition, size and organization of the Board and its
committees, the ratio of independent directors to non-independent
directors, as well as the skills and disciplines desired as
represented by individual directors.
2) Actively seek individuals to become Board members who
shall have the highest personal and professional character and
integrity, who shall possess appropriate characteristics, skills,
experience and time to make a significant contribution to the
Board, the Company and its shareholders, who shall have
demonstrated exceptional ability and judgment, and who shall be
most effective, in the context of the whole Board and other
nominees to the Board, in perpetuating the success of the Company
and in representing shareholders' interests.
3) Review and evaluate the adequacy of the Company's
corporate governance guidelines on a periodic basis and recommend
any proposed changes to the Board for approval.
4) Consider and advise the Board on other matters
relating to the operations, policies and practices of the
5) Develop and recommend to the Board for approval an
annual self-evaluation process for the Board and its committees.
The Committee will conduct an annual evaluation of the Committee's
own performance. The Committee will also oversee the annual
self-evaluations of the Board and its other committees.
6) Review and evaluate the adequacy of this Charter at
least annually and recommend any proposed changes to the Board for
The Committee shall have the authority to retain and terminate
any search firm to be used to identify director candidates and shall
have authority to approve the search firm's fees and other retention
The Committee shall have the authority to retain, at such times
and on such terms as the Committee determines in its sole discretion
and at the Company's expense, independent legal counsel or other
independent consultants and advisors, to advise and assist the
Committee in discharging its responsibilities.
The Committee may form and delegate authority to subcommittees
(consisting of one or more members) when appropriate.
The Committee shall meet
as frequently as it determines necessary to discharge its
responsibilities. The Committee may request any officer or employee
of the Company, the Company's outside legal counsel or other third
parties to attend a meeting of the Committee or to meet with any
members of, or consultants to, the Committee. A majority of the
members of the Committee shall constitute a quorum. Members of the
Committee may participate in a meeting of the Committee by means of
conference call or any other communications equipment by which all
persons participating in the meeting can hear each other. The
Committee shall report its activities to the Board at the Board's
first regular meeting thereafter or at such earlier times as it