& Corporate Governance Committee Charter
(Approved April 21, 2005)
The Nominating and Corporate Governance
Committee is appointed by the Board to (i) identify individuals qualified
to become members of the Board of Directors and to recommend to the Board
the director nominees for the next annual meeting of stockholders and (ii)
develop, recommend to the Board and oversee the Corporate Governance
Guidelines applicable to the Corporation.
The Committee shall consist of at least
three directors, each of whom shall meet the independence requirements of
the New York Stock Exchange.
The members of the Committee shall be
appointed and replaced by the Board.
Among its duties, the Committee
Determine the appropriate skills and
characteristics required of new Board members in the context of the
current make-up of the Board. The Committee shall take into
account all factors it considers appropriate, which may include
independence, experience, strength of character, mature judgment,
technical skills, diversity, age and the extent to which the individual
would fill a present need on the Board.
- Seek to identify qualified candidates for Board
membership. In that connection, the Committee shall have sole
authority to retain and terminate any search firm to be used to identify
director candidates, including sole authority to approve the search
firm’s fees and other retention terms.
- Review recommendations for Board membership received from
stockholders and other qualified sources.
- Recommend to the Board candidates for nomination to the Board of
Review the appropriateness of a director’s
continued service on the Board when that director changes job
Review, in consultation with the Chairman and Chief
Executive Officer, the continuation of each director being considered
Review and recommend assignments of Board members
to the various committees of the Board.
Monitor the implementation of the Corporate
Governance Guidelines of the Corporation.
On an annual basis, or more frequently if
appropriate, review and reassess the adequacy of the Corporate
Governance Guidelines of the Corporation in light of corporate
governance developments. Recommend any proposed changes to the
Board for approval.
- Oversee the evaluation of the Board, including (a) reviewing
annually with the Board the independence of outside directors and (b)
reporting annually to the Board with an assessment of the Board’s
Operational Matters; Reports
The Committee may form and delegate
authority to subcommittees when appropriate.
The Committee shall annually review its
performance. In addition, the Committee shall review and reassess
the adequacy of this Charter annually and recommend to the Board any
changes it considers necessary or advisable.
The Committee shall make periodic reports
to the Board.