I. Statement of Policy
2004 Committee Charter : PR
The function of the Nominating and Governance Committee (the "Committee") is to assist the Board of Directors (the "Board") by (i) reviewing and recommending for the Board's approval certain policies regarding the nomination of directors; (ii) identifying individuals qualified to become directors; (iii) evaluating and recommending for the Board's selection nominees to fill positions on the Board; (iv) developing and recommending to the Board a set of Corporate Governance Guidelines applicable to the Corporation; and (v) overseeing the evaluation of the Board and management.
The Committee shall be comprised of two or more directors, each of whom, in the determination of the Board, must satisfy the independence requirements established by the New York Stock Exchange ("NYSE").
The members of the Committee shall be appointed and replaced by the Board. Unless a Chair is elected by the full Board, the members of the Committee may designate a Chair by majority vote of the full Committee membership.
The Committee shall meet at such times and with such frequency as the Committee shall determine as appropriate to meet its responsibilities. The Committee may ask members of management or others to attend meetings and provide pertinent information as necessary. The Committee shall report to the Board from time to time, as requested by the Board, or as the Committee deems appropriate.
IV. Responsibilities and Duties
1. Upon the recommendation of the Committee, the Board has adopted policies regarding (i) specific, minimum qualifications for potential directors; (ii) the process for identifying and evaluating director nominees; and (iii) consideration of any director candidates recommended by the Corporation's shareholders. The Committee shall from time to time recommend any changes in such policies to the Board for its approval.
3. The Committee shall recommend for the Board's selection nominees to fill positions on the Board.
4. The Committee shall develop and recommend to the Board a set of Corporate Governance Principles applicable to the Corporation, and shall, from time to time, review such Corporate Governance Principles and recommend any proposed changes to the Board for its approval.
5. The Committee shall oversee the evaluation of the Board and management.
6. The Committee shall periodically evaluate its own performance.
The Committee may diverge from the specific activities outlined throughout this Charter as appropriate if circumstances or regulatory requirements change. In addition to these activities, the Committee may perform such other functions as necessary or appropriate under applicable laws, regulations, NYSE rules, the Corporation's certificate of incorporation and by-laws, and the resolutions and other directives of the Board.
This Charter is in all respects subject and subordinate to the Corporation's certificate of incorporation and by-laws, the resolutions of the Board and the applicable provisions of the New York Business Corporation Law.