NOMINATING & CORPORATE GOVERNANCE COMMITTEE
The Nominating and Corporate Governance Committee assists the board of directors in identifying qualified individuals to become directors, determining the composition of board committees, monitoring a process to assess board effectiveness, making recommendations on executive succession, and developing and implementing Standard Pacific’s Corporate Governance Guidelines.
This charter sets forth the authority and responsibility of the Nominating and Corporate Governance Committee (the “Committee”) of the Board of Directors (the “Board”) of Standard Pacific Corp. (the “Company”).
I. PURPOSES AND AUTHORITY
The primary purpose of the Committee is to assist the Board in:
- identifying qualified individuals to become Board members;
- determining the composition of the Board and its committees;
- monitoring a process to assess Board effectiveness; and
- developing and implementing the Company’s corporate governance guidelines.
The Committee will primarily fulfill these responsibilities by carrying out the activities listed below in Section V of this charter. Subject to any restrictions or limitations on the delegation of power and authority imposed by the rules or regulations promulgated by the Securities and Exchange Commission, the New York Stock Exchange, or other regulatory authority, or by applicable law, the Committee shall have and may exercise all the powers and authority of the Board reasonably necessary or advisable for the Committee to effectuate its purposes and perform its responsibilities as set forth in this Section I and Section V of this charter.
The Committee shall be appointed annually to serve at the pleasure of the Board and will be comprised of not less than three members of the Board who are “independent directors” for purposes of New York Stock Exchange rules. The Board shall designate one member of the Committee to serve as Chairman. Vacancies in the Committee may be filled at any meeting of the Board.
The Committee shall meet at least annually, or more frequently as circumstances dictate. Regular meetings of the Committee may be held without call or notice at such times and places as the Committee from time to time may fix. Special meetings of the Committee may be called by the Chairman of the Committee or by the Secretary of the Company when requested to do so by any two members of the Committee. Notice shall be given in the same manner as notice of special meetings of the Board.
Any action required or permitted to be taken at any meeting of the Committee may be taken without a meeting if consent in writing is given thereto by all members of the Committee and such consent is filed with the minutes.
Minutes of the meetings of the Committee will be prepared promptly by the Secretary of the Company or a delegate. The Secretary shall cause to be kept in the minute books of the Company the minutes of the meetings of the Committee. These minutes shall be made available to the members of the Board from time to time for their information.
A majority of the members of the Committee, but no fewer than two persons, shall constitute a quorum for the transaction of business at any meeting of the Committee. Any action of the Committee to be effective must be authorized by the affirmative vote of a majority of the members thereof present and in any event shall require not less than two affirmative votes.
V. RESPONSIBILITIES AND DUTIES
To fulfill its responsibilities and duties the Committee shall:
Identify Qualified Individuals to Become Board Members
1. The Committee will annually provide to the Board for its approval a slate of potential Board member nominees to be presented to the Company’s stockholders. When selecting such nominees the Committee will seek out individuals who have:
- the highest character and integrity;
- an ability and desire to make independent and thoughtful analytical inquiries;
- meaningful experience at a strategy/policy setting level;
- outstanding ability to work well with others;
- sufficient time available to carry out Board member responsibilities; and
- freedom from any conflict of interest (other than employment by the Company of an inside director) that would interfere with his or her independent judgment and proper performance of responsibilities as a member of the Board.
Review Board and Board Committee Structure
2. The Committee will, from time to time, review the Board and the Board’s committee structure and function and will provide the Board annually with a recommended membership slate for each Committee. The Committee will also recommend additional committee members to fill vacancies as such vacancies arise.
3. The Committee will develop and recommend to the Board for its approval a set of corporate governance guidelines. The Committee will review the guidelines from time to time and recommend any necessary changes.
4. The Committee will develop and recommend to the Board for its approval an annual Board self-evaluation process. The Committee shall administer the annual self-evaluation process. In addition, the Committee shall:
- from time to time, consider questions of possible conflicts of interest of Board members;
- as necessary, review changes in the occupation, or retirement, of Board members and whether the new occupation, or retirement, is consistent with the rationale for originally selecting the person to be a Board member;
- when presented, review Board member notices regarding invitations to join other boards of directors; and
- every three years, review each Board member’s continuation on the Board.
5. The Committee will report to the Board following meetings of the Committee and will perform any other activities consistent with this charter, the Company’s Certificate of Incorporation and Bylaws and governing law as the Committee or the Board deems necessary or appropriate.