2003 Committee Charter : VMI

Valmont Industries, Inc. Governance and Nominating Committee Charter

Purpose

The Governance and Nominating Committee is appointed by the Board of Directors to assist the Board by (1) recommending to the Board corporate governance principles for the Company and (2) identifying qualified candidates for membership on the Board, proposing to the Board a slate of directors for election by the stockholders at each annual meeting, and proposing to the Board candidates to fill vacancies on the Board.

The Governance and Nominating Committee has the authority and responsibilities described in this Charter. This Charter has been adopted by the Board of Directors. The Governance and Nominating Committee will review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval.

Committee Membership

The Governance and Nominating Committee will be comprised of at least two directors who shall meet the independence requirements established by the New York Stock Exchange. The members of the Governance and Nominating Committee will be appointed and replaced by the Board.

Committee Authority and Responsibilities


The Committee will recommend to the Board corporate governance principles and guidelines for the Company. The Committee will review and reassess the adequacy of the corporate governance principles and guidelines on an annual basis and recommend any proposed changes to the Board for approval.


The Committee will coordinate an annual self-evaluation by the directors of the Board's performance. The Committee will receive comments from all directors with respect to the self-evaluation which will be discussed with the full Board on an annual basis.


The Committee will consider the appropriate skills and characteristics required of Board members, including background, board skill needs, diversity and business experience, and recommend qualified candidates to the Board.


The Committee will have authority to retain any search firm used to identify director candidates. The Committee will also have authority to obtain advice and assistance from internal or external legal, accounting or other advisors.


The Committee will make regular reports to the Board.


The Committee will annually review its own performance.