Alleghany Corporation

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Articles of Incorporation
Bylaws
Corporate Governance Guidelines
Audit Committee Charter
Compensation Committee Charter
Nominating/Corporate Governance Committee Charter
Code of Ethics and Business Conduct
Financial Personnel Code of Ethics
Complaint Procedures
Corporate Governance
Nominating/Corporate Governance Committee Charter

I. FUNCTION:

The Nominating and Governance Committee is charged with identifying and screening candidates, consistent with criteria approved by the Board of Directors, and making recommendations to the Board of Directors as to persons to be nominated by the Board of Directors for election thereto by the stockholders or to be chosen by the Board of Directors to fill newly created directorships or vacancies on the Board of Directors; developing and making recommendations to the Board of Directors as to a set of corporate governance principles applicable to the Corporation; and overseeing the evaluation of the Board of Directors and management.

II. ORGANIZATION:

A. The Nominating and Governance Committee shall be composed of two or more directors appointed by the Board of Directors, each of whom shall be independent, as determined by the Board of Directors consistent with the requirements of the New York Stock Exchange. Subject to the foregoing, the Board may remove and replace members of the Committee in its discretion. The Board shall designate one of the members as Chairman.

B. The Committee shall meet at such times and upon such notice as it may determine.

C. A majority of the members then in office shall constitute a quorum. The act of a majority of the members present at a meeting at which a quorum is present shall be the act of the Committee.

D. The Committee shall have the authority to delegate its responsibilities to a subcommittee of its members.

III. RESPONSIBILITY AND AUTHORITY:

A. The Committee shall identify and screen candidates, consistent with criteria approved by the Board of Directors, and make recommendations to the Board of Directors as to persons to be nominated by the Board of Directors for election thereto by the stockholders or to be chosen by the Board of Directors to fill newly created directorships or vacancies on the Board of Directors.

B. The Committee shall develop and make recommendations to the Board of Directors as to a set of corporate governance principles applicable to the Corporation addressing, among other matters determined by the Committee to be appropriate, director qualifications and responsibilities, director orientation and continuing education, management succession and the annual performance evaluation of the Board. The Committee shall, through corporate governance principles or otherwise, assure that appropriate processes are in place for the Board, or a Committee thereof, to evaluate the effectiveness of management and management succession plans. The Committee shall regularly review issues and developments relating to corporate governance and shall recommend to the Board proposed changes to the corporate governance principles from time to time as the Committee determines to be appropriate.

C. The Committee shall oversee the evaluation of the Board of Directors and management and shall make recommendations to the Board with respect thereto.

D. The Committee may retain and employ professional firms and experts to assist in the discharge of its duties. The Committee shall have sole authority to retain and terminate any search firm used to identify director candidates, including sole authority to approve the firm's fees and other retention terms.

E. The Committee shall annually evaluate its performance, the qualifications of its members and the adequacy of its Charter, and report thereon to the Board.

F. The Committee shall keep regular minutes of its proceedings and shall report regularly to the Board of Directors.

As Adopted 2/25/04

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