MDU RESOURCES GROUP, INC.
2003 Committee Charter : MDU
BOARD OF DIRECTORS' NOMINATING AND GOVERNANCE COMMITTEE
John L. Olson, Chairman Bruce R. Albertson Robert L. Nance Sister Thomas Welder
The Nominating and Governance Committee provides recommendations to the Board with respect to (a) Board organization, membership, and function, (b) committee structure and membership, (c) succession planning for the executive management of the Company and (d) corporate governance principles applicable to the Company. The Committee identifies individuals qualified to become directors, and recommends to the Board the nominees for directors at the next annual meeting of shareholders. The Committee identifies and recommends to the Board individuals qualified to become principal officers of the Company. The Committee recommends to the Board the nominees for membership on each committee of the Board.
Authority and Responsibilities
The Nominating and Governance Committee shall:
1. Provide oversight of the evaluation of the Board and management.
2. Reflecting the Board's criteria for election to the Board, identify potential nominees to the Board and submit to the Board names of nominees for election to the Board between annual meetings of stockholders as well as nominees for the election by stockholders at the annual meeting. Consider nominations or proposals (for inclusion in the proxy statement) made by stockholders and make recommendations regarding the same to the Board.
3. Submit to the Board names of nominees for principal Company and Board offices.
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Nominating and Governance Committee Charter Page 2 4. Recommend to the Board individuals for appointment to and removal from committees of the Board.
5. Recommend to the Board criteria relating to tenure, such as retirement age, and limitations on the number of times a director may stand for reelection; in addition, recommend to the Board criteria for retention of directors insofar as attendance, health, or assumption of responsibilities incompatible with effective Board membership.
6. Recommend to the Board the successor to the Chief Executive Officer when a vacancy occurs.
7. Recommend to the Board emergency procedures for management succession in the event of the unexpected disability of the CEO or other senior officers.
8. Develop and recommend to the Board a set of corporate governance principles applicable to the Company; periodically review and assess the adequacy of such principles and recommend to the Board proposed changes thereto.
9. Review and evaluate the performance of the Nominating and Governance Committee on an annual basis.
10. Meet at such times and report to the Board regarding its deliberations, as necessary.
11. Review and assess the adequacy of this Charter on an annual basis and recommend to the Board any changes deemed necessary or desirable.
12. Retain and discharge, and approve fees and other terms and conditions for retention of, consultants and professional talent search organizations.
13. Direct any officer or employee of the Company or request any employee of the Company's advisors, consultants and professional talent search organizations, counsel or such other individual as it may deem appropriate to attend Committee meetings or meet with any Committee members.
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Nominating and Governance Committee Charter Page 3 Composition
The Nominating and Governance Committee is a standing committee of the Board. The Nominating and Governance Committee shall consist of not less than three members of the Board, each of whom satisfies the requirements for independence pursuant to the listing standards of the New York Stock Exchange. Committee members shall serve at the pleasure of the Board and for such term or terms as the Board may determine.
The Nominating and Governance Committee shall have the resources and appropriate funding, as determined by the Committee, to discharge its duties and responsibilities.
Date of Creation
August 7, 1975
January 31, 1979, later expanded and restated on August 4, 1983, May 6, 1993, May 16, 1996, May 14, 1998, May 17, 2001 and May 15, 2003.
May 15, 2003
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