Nominating and Corporate Governance Committee Charter

A.

Name

There shall be a committee of the Board of Trustees (the "Board") of Archstone-Smith Trust (the "Company") which shall be called the Nominating and Corporate Governance Committee (the "Committee").

 

B.

Purpose

The Committee shall

  1. identify individuals qualified to become Board members, and recommend that the Board select its identified Trustee nominees for the next annual meeting of shareholders; and
  2. develop and recommend to the Board the Corporate Governance Guidelines applicable to the Company.

 

C.

Committee Membership and Procedure

The Committee shall consist of no fewer than three members. Each member of the Committee shall satisfy the independence requirements of the New York Stock Exchange. The Board shall appoint the members of the Committee, considering the views of the Chairman of the Board and the Chief Executive Officer, as appropriate. The members of the Committee shall serve until their successors are appointed and qualify, and shall designate one of the members as the Chairman of the Committee. The Board shall have the power at any time to change the membership of the Committee and to fill vacancies in it, subject to such new member(s) satisfying the independence requirements established by the New York Stock Exchange. Except as expressly provided in this Charter, the By-Laws of the Company or the Corporate Governance Guidelines of the Company, the Committee shall fix its own rules of procedure.

 

D.

Committee Authority and Responsibilities

The Committee shall have the following authority and responsibilities:

  • The Committee shall develop qualification criteria for Board members, and actively seek, interview and screen individuals qualified to become Board members for recommendation to the Board in accordance with the Corporate Governance Guidelines.
  • The Committee shall develop and recommend to the Board a Code of Business Conduct and Ethics, and shall consider, and grant if appropriate in its sole discretion, any requests for waivers from the Company's Code of Business Conduct and Ethics. The Company shall make disclosure of such waivers as required to the New York Stock Exchange and in its public reports filed with the Securities and Exchange Commission.
  • The Committee shall have the sole authority to retain and terminate any search firm to be used to identify Trustee candidates and shall have sole authority to approve the search firm's fees and other retention terms. The Committee shall also have authority to obtain advice and assistance from internal or external legal, accounting or other advisors.
  • The Committee shall review and reassess at least annually the adequacy of the Corporate Governance Guidelines of the Company and recommend any proposed changes to the Board for approval.
  • The Committee shall review and assess, prior to nominating any person for re-election to the Board, such person's performance as a Trustee under the Company's Corporate Governance Guidelines.
  • The Committee shall make regular reports to the Board.
  • The Committee shall review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval. The Board shall annually review the performance of the Committee.
  • The Committee may form and delegate authority to subcommittees when appropriate.