CHARTER OF THE NOMINATING AND CORPORATE
The Nominating and Corporate Governance Committee (the "Committee") of the Board of Directors ("Board") of CONSOL Energy Inc. (the "Company") is appointed by, and generally acts on behalf, of the Board. The Committee's purposes shall be:
A. Board Composition. To ensure that the Board is properly constituted to meet its fiduciary responsibilities and obligations to the stockholders of the Company.
B. Recommend Board Structure and Operations. To recommend to the Board the structure and operations of the Board;
C. Identify Nominees. To identify individuals qualified to serve as members of the Board, and to identify and recommend that the Board select the director nominees for the next annual meeting of stockholders and to fill vacancies;
D. Identify Responsibilities of and Nominees for Committees. To recommend to the Board the responsibilities of each Board committee, the structure and operation of each Board committee, and the director nominees for assignment to each Board committee;
E. Oversee Annual Board and Committee Evaluations. To oversee the annual evaluation of the performance of the Board and its committees;
F. Oversee Annual Evaluation of Management. To oversee the annual evaluation of management, including the Chief Executive Officer (the "CEO"); provided, however, that the evaluation of non-CEO management shall be conducted by the Compensation Committee and the evaluation of the CEO shall be conducted by the independent directors of the Board; and
G. Review Corporate Governance Guidelines. To at least annually review and assess the adequacy of the Company's corporate governance guidelines and recommend changes to the Board for its approval and adoption..
A. Number of Directors and
B. Term and Nomination of Chairperson and Resignation, Retirement or Removal of Member. The members of the Committee shall be designated and approved by a majority of the whole Board and shall serve for one-year terms. The Committee shall recommend, and the Board shall designate, one member of the Committee to serve as Chairperson. The members of the Committee shall serve until their resignation, retirement, or removal by the Board or until their successors shall be appointed. No member of the Committee shall be removed except by majority vote of the independent directors of the full Board then in office.
III. Meetings and Procedures
A. Meetings. The Committee shall meet as often as it may deem necessary and appropriate in its judgment, but in no event less than three times per year. A majority of the members of the Committee shall constitute a quorum.
B. Special Meetings. The Chairperson of the Committee or a majority of the members of the Committee may call a special meeting of the Committee.
C. Delegation of Authority. The Committee may delegate authority to one or more members of the Committee when appropriate, but no such delegation shall be permitted if the authority is required by a law, regulation, or listing standard to be exercised by the Committee as a whole.
D. Attendance of Advisors. The Committee may request that any directors, officers, or employees of the Company, or other persons whose advice and counsel are sought by the Committee, attend any meeting to provide such information as the Committee requests.
E. Procedures. The Committee shall fix its own rules of procedure, which shall be consistent with the Certificate of Incorporation, By-laws and the Corporate Governance Guidelines of the Company and this Charter.
F. Minutes. The Committee shall keep written minutes of its meetings, which minutes shall be maintained with the books and records of the Company.
G. Reporting to the Board. The Committee shall report to the Board on the matters discussed at each meeting of the Committee, including describing all actions taken by the Committee at the meeting.
IV. Duties and Responsibilities
The Committee shall have the following duties and responsibilities:
A. Board Size and Composition.
1. Board Size and Competency. Annually review and recommend to the Board the appropriate size, function, and needs of the Board, taking into account that the Board as a whole shall have competency in the following areas: (i) general industry knowledge; (ii) accounting and finance; (iii) the ability to make sound business decisions; (iv) management; (v) leadership; (vi) international markets; (vii) business strategy; (viii) crisis management; (ix) corporate governance; and (x) risk management. The Board also seeks members from diverse backgrounds so that the Board consists of members with a broad spectrum of experience and expertise and with a reputation for integrity. Directors should (A) have experience in positions with a high degree of responsibility, (B) have leadership experience in the companies or institutions with which they are or have been affiliated, and be selected based upon contributions that they can make to the Company. When determining whether to recommend directors for re-election, the Committee shall consider the director's past attendance at meetings and participation in and contributions to the activities of the Board.
2. Director Qualifications. Determine what types of backgrounds, skills, and attributes of Board members are needed to help strengthen and balance the Board, taking into account the competencies described above, and actively seek individuals qualified to become Board members and maintain an active file of suitable candidates for consideration as nominees to the Board.
3. Board Chairperson. In accordance with Section II(F) of the Corporate Governance Guidelines, recommend to the Board one member of the Board to serve as Chairperson of the Board. The Chairperson shall preside at all meetings of the Board and, in the absence of the CEO, at meetings of the stockholders. The director who is appointed Chairperson is appointed on an annual basis by at least a majority of the remaining directors.
4. Search Firms. Have the sole authority, and necessary funding, to retain, set compensation and retention terms for, and terminate any search firm to be used to identify director candidates.
5. Director Nominations. Evaluate and recommend to the Board the slate of nominees for directors to be elected by the stockholders at the Company's next annual meeting of stockholders and, where applicable, to fill vacancies. Recommendations by the Committee should include a review by the Committee of the contribution of fellow directors, as well as the qualifications of new nominees and other factors set forth in Sections II(C) and II(E) of the Corporate Governance Guidelines.
B. Board Committees.
1. Committee Structure. Recommend to the Board the responsibilities of the Board committees, including each committee's structure, operations, and authority to delegate to subcommittees.
2. Committee Composition. Evaluate and recommend to the Board those directors to be appointed to the various Board committees, including the persons recommended to serve as chairperson of each committee. Recommendations should consider: (i) the qualifications for membership on each committee; (ii) committee member appointment and removal; (iii) the extent to which there should be a policy of periodic rotation of directors among the committees; (iv) any limitations on the number of consecutive years a director should serve on any one committee; and (v) the number of boards and other committees on which the directors serve.
C. Evaluation of the Board and Board Committees.
1. Annual Board and Committee Evaluations and Periodic Monitoring of Director Performance. Oversee the annual evaluation of the Board and the other Board committees, and deliver reports to the Board setting forth the results of such evaluations. The Committee also shall monitor director performance throughout the year (noting particularly any directors who have had a change in their primary job responsibilities or who have assumed additional directorships since their last assessment), taking into account the factors set forth in Exhibit A hereto, and counsel those directors who may be found wanting.
2. Committee Performance Evaluation. Annually review and assess the performance of the Committee and deliver a report to the Board setting forth the results of its evaluation. In conducting this review, the Committee shall address matters that it considers relevant to its performance, including, at a minimum, the adequacy, appropriateness and quality of the information and recommendations presented to the Board, the manner in which they were discussed or debated, and whether the number and length of meetings of the Committee were adequate for the Committee to complete its work in a thorough and thoughtful manner.
D. General Corporate Governance Matters.
1. Review of Corporate Governance Guidelines. At least annually review and assess the adequacy of the Company's corporate governance guidelines and recommend any changes to the Board for its approval and adoption.
2. Matters for Board Consideration. Recommend general matters for consideration by the Board, including but not limited to: (i) the structure of Board meetings, including recommendations for the improvement of such meetings, and the timeliness and adequacy of the information provided to the Board prior to such meetings; (ii) director retirement policies; (iii) director and officer insurance policy requirements; (iv) policies regarding the number of boards on which a director may serve; (v) director orientation and training; and (vi) the functions of the Company's senior executives and the outside directorships of such executives.
3. Board Master Agenda. Review and make recommendations on the annual Board "Master Agenda" recommended by the Chairperson of the Board and the CEO.
4. Consultation with the CEO. Consult with the CEO, as appropriate, and other Board members to assure that its decisions are consistent with the sound relationship between and among the Board, Board committees, individual directors and management.
5. Charter Review. Review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for its approval.
6. Other Activities. Perform any other activities consistent with this Charter, the Company's Certificate of Incorporation, the Company's By laws, and governing law, as the Committee or the Board deems necessary or appropriate.
Criteria for Director Performance
1. Representation of Stockholders. Clearly recognizes the role of directors to represent the interests of stockholders. Understands the difference between the function of the Board and that of Company management.
2. Judgment and Knowledge. Demonstrates judgment and ability to assess Company strategy, business plans, management evaluation, and other key issues. Demonstrates competency in one or more of the following areas: (i) general industry knowledge; (ii) accounting and finance; (iii) the ability to make sound business decisions; (iv) management; (v) leadership; (vi) international markets; (vii) business strategy; (viii) crisis management; (ix) corporate governance; and (x) risk management.
3. Meaningful Participation. Comfortable being an active, inquiring participant. Participates in Board process in a meaningful way. Manifests confidence and willingness to express ideas and engage in constructive discussion. Actively participates in decision-making and is willing to make tough decisions. Demonstrates diligence and faithfulness in attending Board and committee meetings.
4. Communications. Communicates freely with other Board members and with Company management. Serves as a good sounding board for other directors and the CEO. Willing to challenge fellow directors and the CEO. Asks insightful questions and raises thought-provoking perspectives. Willing to hold management accountable for performance and results. Mindful not to get overly involved in operational details and the management process. Finds the proper balance between dominating the deliberations and making no contribution at all. Evidences characteristics of team player who works well with other directors while not necessarily agreeing with their views. Listens with an open mind.
5. Suitability. Understands the Company's short- and long-term goals and objectives. Understands the Company's business and its competitors. Cooperates with the Company's management and employees, when applicable, regarding requests for information in completing public filings or responding to regulatory inquiries. Demonstrates no material conflict of interest in serving on the Board. Satisfies applicable requirements for "independence" as set forth in the Company's Corporate Governance Guidelines.
6. Expertise. Fulfills specific Board needs. Makes individual expertise available to the Board. Draws on relevant experience in addressing issues facing the Company. Willing to respond to appropriate request of CEO outside of Board meetings for advice and support.
7. Vision and Leadership. Understands Company philosophy and strategy. Oriented toward the future, and sensitive to future direction of industry. Fulfills legal and fiduciary responsibilities. Supports the Company's mission and values and is open, honest and direct. Makes appropriate time commitment for Board service. Evidences ability to think through who the management of the Company should consist of and what they should do.
8. Professional Status. Maintains standing and reputation in the business, professional and social communities in which the directors operate. Appropriately represents the Company in all such communities.