Charter of the Nominating
and Corporate Governance Committee
Purpose and Authority:
The purpose of the Nominating and Corporate Governance Committee (the "Committee") is (i) to identify individuals qualified to become members of the Board of Directors ("Board") of Getty Images, Inc. ("Company"), (ii) to recommend director candidates to the Board for the next annual meeting of shareholders, (iii) to identify and recommend candidates to fill vacancies occurring between annual meeting of shareholders, (iv) to develop, update as necessary and recommend to the Board corporate governance principles and policies applicable to the Company, and (v) to monitor compliance with such principles and policies.
The Committee shall have the sole authority to retain and terminate search firms used to identify director candidates, including the sole authority to approve fees and other retention terms. The Committee also shall have all authority necessary to fulfill the duties and responsibilities assigned to the Committee in this Charter or otherwise assigned to it by the Board.
As the Committee deems appropriate, it may retain independent counsel, accounting and other professionals to assist the Committee without seeking further Board or management approval with respect to the selection, fees or retention terms for any such advisers. The Committee, when appropriate and permissible, may form and delegate authority to subcommittees and may delegate authority to one or more designated members of the Committee, the Board or Company officers.
The Committee shall be composed of two (2) or more directors, as determined by the Board, each of whom shall meet the independence standards required by the Board, the New York Stock Exchange and laws and regulations applicable to the Company.
Appointment and Removal of Members
The Committee members shall be appointed by and serve at the pleasure of the Board. The Committee shall appoint one of its members as Chairman. The Board may, at any time, remove one or more members of the Committee, including the Chairman, with or without cause. A member of the Committee may resign at any time by delivering written notice to the Board not less than 30 days prior to the effective date of his or her resignation. Such resignation will take effect at the time specified in such notice or, if the time is not specified, upon receipt thereof by the Board. Unless otherwise specified in the resignation, acceptance of it shall not be necessary to make it effective. In the event there is a vacancy or vacancies on the Committee, the Board shall fill such vacancy or vacancies.
The Committee shall establish a meeting calendar annually. The Committee shall meet at least once a year and may hold such other meetings as are necessary or appropriate in order for the Committee to fulfill its duties and responsibilities. In the absence of a member designated by the Board to serve as Chair, the members of the Committee may appoint from among their number a person to preside at their meetings.
A majority of the total number of members on the Committee then serving shall be present in person at any meeting in order to constitute a quorum for the transaction of Committee business. Any action required or permitted to be taken at any meeting of the Committee may be taken without a meeting if all members of the Committee sign a written consent thereto and such written consent is filed with the minutes of the Committee. Any one or more of the members of the Committee may participate in a meeting of the Committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting by such means shall constitute presence in person at such meeting.
The action of the members expressed from time to time by a vote at a meeting, in writing without a meeting, or by conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time, shall constitute the action of the Committee and shall have the same effect for all purposes as if assented to by all Committee members.
Duties and Responsibilities:
The Committee shall have the following duties and responsibilities, in addition to any duties and responsibilities assigned to the Committee from time to time by the Board.
Compensation and Expenses:
The members of the Committee may be compensated for their services as Committee members as determined by the Board from time to time, and shall receive reimbursement of all expenses reasonably incurred in the performance of their duties hereunder.
The Board shall have the authority to amend this Charter from time to time by a resolution approved by a majority of the Board members.