CORPORATE GOVERNANCE AND NOMINATING COMMITTEE
2003 Nominating Charter: SYY
Corporate governance is a structure within which directors and management can pursue
effectively the objectives of the Corporation for the benefit of all its stakeholders (employees,
customers, shareholders and suppliers).
Description of the Committee
The Committee shall consist of a minimum of three directors. The Committee shall recommend
for Board approval actions that enhance the Board's effectiveness in fulfilling its responsibilities.
The Committee shall present recommendations to the entire Board with respect to Board
composition, oversight processes and qualified candidates for election and re-election as
directors. The composition of the Committee shall at all times comply with New York Stock
Exchange rules regarding independence.
Duties of the Committee
The Committee shall:
A. Identify, evaluate and recommend to the Board nominees for election as directors at each
annual meeting of stockholders of the Corporation, and as otherwise required, whose
experience and expertise will provide added value to the Board's oversight responsibilities.
In identifying and considering candidates, the Committee will be mindful of the
importance of a diversely composed Board as well as the ability of each nominee to meet
the time requirements of a Board position.
B. Establish qualification criteria for both existing and new Board members as well as making
recommendations as to the size of the Board.
C. Recommend officers for election by the Board and identify those officers who are subject to
Section 16 of the Securities Exchange Act of 1934.
D. Oversee the evaluation of the performance of management, particularly the Chief
Executive Officer, and members of the Board.
E. Annually evaluate the performance of the Committee and its members.
F. Annually evaluate the performance of the Board and its members.
G. Be responsible for reviewing and making recommendations to the Chairman of the Board
and the Board regarding:
1. The organization and effectiveness of the board, including its composition and
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2. The appointment of Committee members, Committee chairmen and responsibilities of
the Committees of the Board;
3. The Rules of Order for the Board Meetings, Committee Meetings and Stockholder
4. Succession planning for senior management positions and reviewing plans for
5. SYSCO's Shareholder Rights Plan and SYSCO's Bylaws and Certificate of
6. Shareholder proposals; and
7. A set of corporate governance guidelines applicable to the Corporation.
8. Educational program for current Board members and orientation for new Board
A. Committee members shall be appointed by the full Board and shall serve until the earlier of
their resignation or removal by the Board.
B. Committee meetings shall be led by a Chairman appointed by the Board, and if no
Chairman is present at a meeting of the Committee at which a quorum is present, a
majority of the members of the Committee may elect an acting chairman of the meeting.
The Committee shall have authority to delegate any decisions to a subcommittee of the
Committee, provided that a full report of any action taken is promptly made to the full
C. All Committee actions shall be promptly reported to the full Board.
D. The Committee shall have sole authority to retain, determine the terms of engagement and
compensation of and terminate any search firm that will be used to identify director