2003 Committee Charter : MIRKQ
Mirant's Board on
February 25, 2003
Nominating and Governance Committee
The Nominating and Governance Committee is charged with responsibility for review and
oversight of the composition of the Board of Directors, the classification of directors and the
composition of committees.
The Committee's purpose is to assist the Board of Directors in:
Identifying qualified individuals to become board members;
Recommending to the Board the selection of director nominees for election at the annual
meeting of stockholders;
Making recommendations to the Board regarding the composition of the board and its
Assessing director independence and board effectiveness; and
Developing and implementing the Company's corporate governance guidelines.
The Committee shall consist of at least three independent directors. Members of the Committee
shall meet the independence requirements of the New York Stock Exchange, as determined by
the Board. The Committee and its Chairman shall be appointed annually by the Board of
The Committee shall meet at such times as deemed appropriate. For the transaction of business
at any meeting of the Committee, a majority of the members of the Committee shall constitute a
quorum. The act of a majority of the members participating at any meeting of the Committee at
which a quorum is present shall be the act of the Committee. The Committee shall report on its
activities to the Board of Directors on a regular basis.
Authority, Duties and Responsibilities
The Committee shall:
Recommend the number of directors to comprise the Board of Directors at any given time.
Evaluate potential nominees for the Board of Directors, assess the contributions of
incumbent directors and recommend nominees for election or reelection to the Board of
Review and assess the independence of outside directors and recommend such assessments
to the Board of Directors.
Develop and revise as appropriate, board membership criteria. These criteria shall include
all factors deemed relevant by the Committee, including diversity, age and skills (such as
financial background and skills, and geographic diversity). The Board should encompass
individuals with diverse backgrounds and perspectives who are actively engaged in business
or profession. Men and women of different ages, races and ethnic backgrounds can
contribute different, useful perspectives, and can work effectively together to further
Develop a pool of qualified candidates for future board vacancies based on established
Recommend the composition, responsibilities and chairmen of committees to the Board of
Review and discuss with management and the General Counsel significant legal and
regulatory matters, compliance with the Company's Code of Ethics and Business Conduct
and policies for compliance with laws and regulations, and report to the Audit Committee
any issues that may have a material impact on the Company's financial statements.
Review and reassess the adequacy of the Company's Corporate Governance Guidelines
annually and recommend any revisions deemed appropriate to the Board of Directors.
Oversee the evaluation of the Board.
Evaluate the performance of the Committee annually, and review and reassess the
adequacy of the Committee's Charter annually and recommend any revisions deemed
appropriate to the Board of Directors.
The Committee shall have the authority to engage any search firm to assist in identifying director
candidates and any independent counsel and other advisers, as the Committee determines
necessary to carry out its duties. The Company shall provide appropriate funding, as determined
by the Committee, for payment of compensation to any advisers retained by the Committee.