REALTY TRUST, INC.
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.
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
The members of the
Committee shall be appointed and removed by the Board. A majority of the
members shall constitute a quorum.
- 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.
- 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.
- The Committee shall identify
and recommend to the Board directors to serve on the various committees of
- 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.
- 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.
- 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
- 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.
- 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.
- The Committee shall make
regular reports to the Board.
- The Committee may form and
delegate authority to subcommittees when appropriate.
- The Committee shall
periodically review and reassess the adequacy of this Charter and
recommend any proposed changes to the Board for approval.
- The Committee shall annually review its own