The Nominating/Corporate Governance Committee is appointed by the Board (1) to identify individuals qualified to become Board members, and to recommend to the Board proposed nominees for Board membership; (2) to recommend to the Board proposed director nominees for each committee of the Board; (3) to lead the Board in its annual review of the Board's performance; and (4) to develop and recommend to the Board a set of Corporate Governance Guidelines.

Committee Membership
The Committee shall consist of no fewer than three members. Each member of the Committee shall meet the independence requirements of the New York Stock Exchange and the Company's Corporate Governance Guidelines.

The members of the Committee shall be appointed and removed by the Board. A majority of the members shall constitute a quorum.

Committee Authority and Responsibilities

  1. The Committee shall seek individuals qualified to become board members for recommendation to the Board, including evaluating persons suggested by stockholders or others, and conduct the appropriate inquiries into the backgrounds and qualifications of possible nominees. The Committee shall determine each proposed nominee's qualifications for service on the Board. Each nominee should be a person of integrity and be committed to devoting the time and attention necessary to fulfill his or her duties to the Company.
  2. The Committee shall have the sole authority to retain and terminate any search firm to be used to identify director 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.
  3. The Committee shall identify and recommend to the Board directors to serve on the various committees of the Board.
  4. The Committee shall evaluate the performance of each incumbent Director before recommending to the Board his or her nomination for an additional term as Director.
  5. The Committee shall receive comments from all directors and report annually to the Board with an assessment of the Board's performance, to be discussed with the full Board following the end of each fiscal year.
  6. The Committee shall periodically review and reassess the adequacy of the Corporate Governance Guidelines of the Company and recommend any proposed changes to the Board for approval.
  7. The Committee shall consider issues involving possible conflicts of interest of directors. The Committee shall have the authority to consider for approval any related party transactions and, if possible, approve such transactions before they are entered into.
  8. The Chairman of this Committee shall be the presiding Director at all meetings of non-management directors, which meetings shall be held in executive session without management on a regular basis.
  9. The Committee shall make regular reports to the Board.
  10. The Committee may form and delegate authority to subcommittees when appropriate.
  11. The Committee shall periodically review and reassess the adequacy of this Charter and recommend any proposed changes to the Board for approval.
  12. The Committee shall annually review its own performance.