2004 Committee Charter : TNB
The Nominating and Governance Committee (the "Committee") is appointed by the Board of Directors of Thomas & Betts Corporation (the "Company") to assist the Board of Directors of the Company (the "Board") in fulfilling its responsibility to the Company's shareholders relating to the selection and nomination of persons to serve on the Board and the other governance-related matters set forth in this Charter.
The Company shall provide the Committee with all of the resources, both internal and external, which the Committee deems necessary or advisable to meet its duties and responsibilities and carry out its function. Without limiting the foregoing, the Committee shall have sole authority to retain and terminate any search firm or other consulting firm to be used to identify candidates for the Board and to assist in the evaluation of director compensation, including sole authority to approve such firms' fees and other retention terms.
The Committee shall be comprised of three or more directors as determined by the Board, each of whom shall be independent directors as set forth in the applicable rules of the New York Stock Exchange and shall meet the requirements of a "non-employee director" for purposes of Section 16 of the Securities Exchange Act of 1934, as amended.
Committee members shall be appointed by the Board, shall serve at the will of the Board, and may be removed with or without cause by the affirmative vote of a majority of the members of the Board. If a Committee Chair is not designated or present at a meeting, the members of the Committee may designate a Chair for such meeting by majority vote. The Committee may delegate its duties to one or more subcommittees consisting of Committee members.
Regular meetings of the Committee will be at such times during the year as approved by the Committee but no less frequently than once a year. Meetings with members of management and with independent advisors may be scheduled at the request of the Committee. Special meetings may be called and held subject to the Company's By-laws.
The Committee Chair will regularly report the Committee's activities to the Board.
The Committee shall have the following duties and responsibilities: