2003 Committee Charter : GCO

GENESCO INC.
NOMINATING AND GOVERNANCE COMMITTEE
CHARTER
Purpose
The purpose of the Nominating and Governance Committee of the Board of Directors (the
"Committee") of Genesco Inc. (the "Company") is to provide assistance to the Board of
Directors in identifying and recommending candidates qualified to serve as directors of the
Company, to review the composition of the Board of Directors, to develop, review and
recommend governance policies and principles for the Company and to review periodically
the performance of the Board of Directors. The Committee shall make regular reports to
the Board of Directors and shall review and reassess the adequacy of this Charter annually
and recommend any proposed changes to the Board.
Powers and Duties
The powers and duties of the Committee are as follows:
1. Identify qualified candidates to serve as members of the Company's Board of
Directors.
2. Review the qualifications of incumbent directors to determine whether to recommend
them as nominees for reelection.
3. Review and consider candidates who may be suggested by any director or executive
officer of the Company, or by any stockholder if made in accordance with the
Company's certificate of incorporation, bylaws and applicable law.
4. Recruit and recommend qualified candidates for new or vacant positions on the
Company's Board of Directors.
5. Recommend, after reviewing their qualifications, directors to serve as members of the
various committees of the Board of Directors.
6. Review considerations relating to board composition, including size of the board and
the criteria for membership on the Board of Directors. The considerations relating to
director qualifications shall include diversity, independence, experience, expertise and
skills.
7. Review and recommend corporate governance policies and principles for the Company,
including those relating to the structure and operations of the Board of Directors and its
committees.
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8. Review annually the performance of the Board of Directors, assess its contribution to
the Company and consider whether additional powers and responsibilities of the Board
are needed to allow it to more effectively oversee the business and affairs of the
Company.
9. Review annually its own performance.
10. Make such recommendations to the Board of Directors as the Committee may consider
appropriate and consistent with its purpose, and take such other actions and perform
such services as may be referred to it from time to time by the Board of Directors,
including the engagement of any outside advisor, at the Company's expense, it may
deem necessary or appropriate.
Meetings
The Committee shall meet at least annually and more frequently as necessary or
appropriate. Special meetings of the Committee may be called on two hours notice by the
Chairman of the Board or the Committee Chairman. A majority of the Committee shall
constitute a quorum, and the Committee shall act only on the affirmative vote of a majority
of the members present at the meeting. The Committee shall maintain minutes of all
meetings documenting its activities and recommendations to the Board.
Composition of Committee
The Committee shall be comprised of not less than three Board members, each of whom
shall meet the independence requirements of the New York Stock Exchange.