Corporate Governance/Nominating
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Corporate Governance and Nominating Committee Charter
As amended on March 10, 2004

The Corporate Governance and Nominating Committee is a committee of the Board of Directors.

Purpose

The primary purposes of the Corporate Governance and Nominating Committee are 1) to consider and make recommendations to the Board concerning individuals qualified to serve as directors of the Company and on Committees of the Board, as well as the appropriate size, function, and procedures of the Committees of the Board, 2) to develop and recommend to the Board corporate governance principles, and 3) to oversee evaluation of the Board and the Company's executive officers.

Composition

The Committee shall be comprised of not less than three directors, each of whom shall be independent, as that term is defined by the Securities Exchange Act of 1934 (and regulations thereunder), the Rules of the New York Stock Exchange and any other requirements that the Board deems appropriate.

Meetings and Procedures

The Committee shall meet as often as it determines necessary to carry out its duties and responsibilities, but no less frequently than two times annually. The Committee, in its discretion, may ask members of management or others to attend its meetings (or portions thereof) and to provide pertinent information as necessary.

Duties and Responsibilities

The Committee shall have the following duties and responsibilities. The Committee shall carry out its duties and responsibilities and shall take into consideration the Stockholders Agreement among the Company, MMC Norilsk Nickel and Norimet Ltd., dated as of June 23, 2003, as may be amended from time to time (the "Stockholders Agreement").

The Committee shall have the authority to delegate any of its authority to subcommittees designated by the Committee to the extent permitted by law.

Board Candidates and Nominees

  • To assist in identifying, recruiting and interviewing candidates to fill positions on the Board, including persons suggested by stockholders or others and to review the background and qualifications of individuals being considered as director candidates;
  • To establish criteria for Board membership that will ensure that directors possess financial and business competency, high ethical standards and integrity, intelligence and judgment, sufficient time to devote to Company matters, and a history of achievement;
  • To recommend to the Board the director nominees for election by the stockholders or appointment by the Board, as the case may be, pursuant to the by-laws of the Company and the Stockholders Agreement, which recommendations shall be consistent with the criteria for selecting directors established by the Board from time to time; and
  • To review the suitability for continued service as a director of each Board member when his or her term expires and when he or she has a change in status, including but not limited to an employment change, and to recommend whether or not the director should be re-nominated.

Board Composition and Procedures

  • To review and make recommendations to the Board regarding its structure, composition and size, its functions, and the conduct of meetings so that the Board reflects the appropriate balance of knowledge, experience, skills, expertise and diversity required for the Board as a whole and contains at least the minimum number of independent directors required by the New York Stock Exchange; and
  • To make recommendations concerning any other aspect of the procedures of the Board that the Committee considers warranted, including, but not limited to, procedures with respect to the waiver by the Board of any Company rule, guideline, procedure or corporate governance principle.

Corporate Governance

  • To recommend matters for consideration by the Board;
  • To consider questions of possible conflicts of interest of Board members and of the Company’s senior executives;
  • To annually review Board compensation;
  • To establish Director tenure policies;
  • To ensure the independent, non-management directors meet at regularly scheduled executive sessions without management participation;
  • To consider at least annually matters of corporate governance and review, periodically, the Company’s Corporate Governance Principles; and
  • To review at least annually and monitor compliance with the Company’s Business Ethics Policy and Code of Ethics;

Board Committees

  • To monitor and recommend the structure and functions of the various committees of the Board, including the identification of individuals qualified to serve as members of a committee, including the Committee, and to recommend individual directors to fill any vacancy that might occur on a committee, including the Committee;
  • To monitor the functioning of the committees of the Board and to make recommendations for any changes, including the creation and elimination of committees;
  • To review annually committee assignments and the policy with respect to the rotation of committee memberships and/or chairpersonships, and to report any recommendations to the Board; and
  • To recommend that the Board establish such special committees as may be desirable or necessary from time to time in order to address ethical, legal or other matters that may arise. The Committee's power to make such a recommendation under this Charter shall be without prejudice to the right of any other committee of the Board, or any individual director, to make such a recommendation at any time;

Evaluation of the Board and Management

  • To review the functions of the senior officers and to make recommendations on changes;
  • To oversee the evaluation of the Board and management;
  • To review the outside activities of senior executives and Board members; and
  • To review periodically with the Chairman and Chief Executive Officer the succession plans relating to positions held by elected corporate officers, and make recommendations to the Board with respect to the selection of individuals to occupy these positions.

Evaluation of the Committee

The Committee shall, on an annual basis, evaluate its performance. In conducting this review, the Committee shall evaluate whether this Charter appropriately addresses the matters that are or should be within its scope and shall recommend such changes as it deems necessary or appropriate. The Committee shall address all matters that the Committee considers relevant to its performance, including at least the following: the adequacy, appropriateness and quality of the information and recommendations presented by the Committee to the Board, the manner in which they were discussed or debated, and whether the number and length of meetings of the Committee were adequate for the Committee to complete its work in a thorough and thoughtful manner.

Investigations and Studies; Outside Advisers

The Committee may conduct or authorize investigations into or studies of matters within the Committee's scope of responsibilities, and may retain, at the Company's expense, such independent counsel or other consultants or advisers as it deems necessary.
The Committee shall have the sole authority to retain and terminate any counsel or other advisors, including sole authority to approve fees and other retention terms.

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While the members of the Committee have the duties and responsibilities set forth in this Charter, nothing contained in this Charter is intended to create, or should be construed as creating, any responsibility or liability of members of the Committee, except to the extent otherwise provided under applicable federal or state law.
 

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