Affairs and Nominating Committee shall be comprised solely of at least
three independent Directors who shall meet the criteria for independence
required by the New York Stock Exchange.
shall be elected to the Committee annually at the April meeting of the
Board. The members of the Committee shall serve until their successors are
elected and qualified or until their earlier resignation or removal. The
Board shall have the power at any time to change the membership of the
Committee and to fill vacancies.
Board Size. Periodically review and recommend to the
full Board the optimum size of the Board to accommodate the following
To provide a Board sufficiently large to allow
independent directors to staff the working Board committees.
To ensure that there is a majority of directors who meet
the criteria for independence required by the New York Stock Exchange.
To permit key members of management to serve on the
To enable the Board to function effectively in terms of
discussion and decision making.
Criteria for Board Membership. Establish specific
criteria by which potential Directors shall be qualified.
Identification of Nominees. Identify potential nominees
qualified to become Board members, considering suggestions for nominees
proffered by Directors, employees, shareholders, and such other persons as
may be deemed appropriate.
Nomination of Directors. Propose and recommend to the
full Board qualified nominees for Board membership, including its
recommendation whether the Board can determine that the nominees meet the
criteria for independence required by the New York Stock Exchange. Included
in the nomination process is the review of each incumbent Board member's
attendance and performance.
Retirement. Establish the retirement policies applicable
Consider and recommend to the full Board the types and
functions of Board committees and their initial respective charters.
Consider the qualifications for membership on each Board
committee and bring to the full Board recommendations for the membership of
the committees of the Board, including Chairmanships.
Determine policies with regard to rotation of Directors
among the committees and any limitations on the number of consecutive years
a Director should serve as the Chairman or as a member of any one Board
committee. Implement these policies in the qualification of committee
Committee Oversight of the Board. The Committee shall
oversee the annual assessment of the Boardís performance.
Management Performance, Organization, and CEO
Succession. Monitor senior management organization, selection, performance,
and career paths. Be concerned with CEO and management succession and make
recommendation to the full Board when a CEO vacancy occurs through
retirement or otherwise.
Articles of Incorporation and Bylaws Review.
Periodically review and recommend changes to the full Board of the Articles
of Incorporation and the Corporate Bylaws.
Major Issues Focuses or Proposals. Make the initial
assessment and subsequent report and recommendation to the Board regarding
major issues or proposals brought to the Committee by management, the full
Board, or by the Committee itself.
Access to Outside Advisors. The Committee shall have the
authority to obtain advice and assistance from external advisors and shall
have the sole authority to retain and terminate any search firm to be used
to identify director candidates, including sole authority to approve the
search firmís fees and other retention terms. In addition, the Committee
shall have the authority to obtain advice and assistance from other
Executive Sessions. The Chairman of the Committee shall
act as the Chairman and shall preside at executive sessions of the Board
without management participation.
Corporate Governance Principles. Develop Criteria for
Membership on the Board of Directors and recommend to the Board Operating
Principles for the Board of Directors as a set of governance principles
applicable to the Company.
Annual Review. Make an annual assessment and subsequent
report to the Board as appropriate relative to the performance of the Board
in the area of corporate governance, including the adequacy of information
supplied to the Board, and the Board's performance of its oversight
responsibilities relevant to the management of the Company.
Committee Meetings. The Committee shall meet at least
two times a year and on call of the Committee Chairman as needed to
discharge the general and specific responsibilities enumerated above.
Subcommittees. The Committee may delegate authority to
one or more subcommittees.
Committee Reporting. The Committee shall make regular
reports to the Board.
Committee Evaluation. The Committee shall annually
review its own performance.
Charter Review. The Committee shall annually review its
charter and the Criteria for Membership on the Board of Directors and
recommend any proposed amendments to the Board.