Nominating and Corporate Governance Committee
2003 Committee Charter : MSM
of the Board of Directors
The Nominating and Corporate Governance Committee (the "Committee") is a committee of the
Board of Directors. It shall ensure that the Board of Directors and its Committees are
appropriately constituted to meet their legal obligations to the shareholders and the Company.
To this end, the Committee is responsible for 1) identifying and recommending to the Board
individuals qualified to become Board and Committee members; 2) maintaining that a majority
of the Board members are independent and that all the members of the Audit, Compensation and
Nominating and Corporate Governance Committees are independent as required; 3) developing
and recommending to the Board a set of corporate governance principles applicable to the
Company; and 4) addressing corporate governance issues and recommending proposals and
actions for the Board's consideration.
The Committee shall be composed of two or more directors, none of whom shall be an employee
of the Company and each of whom shall meet the independence requirements of the New York
Stock Exchange and the Securities Exchange Act of 1934 (the "Exchange Act").
The members of the Committee shall be elected by the Board at the annual organizational
meeting of the Board and shall serve until the next annual organizational meeting or until their
respective successors shall be duly elected and qualified.
The Committee shall have the following functions, as well as any functions as shall be required
of nominating or corporate governance committees by the New York Stock Exchange:
Experience as a senior executive at a publicly traded corporation, management
consultant, investment banker, partner at a law firm or registered public
accounting firm, professor at an accredited law or business school, experience in
the management or leadership of a substantial private business enterprise,
educational, religious or not-for-profit organization, or such other professional
experience as the Committee shall determine shall qualify an individual for Board
In establishing these criteria, the Committee shall make every effort to ensure that
the Board and its Committees include at least the required number of independent
directors, as that term is defined by applicable standards promulgated by the New
York Stock Exchange and by the Securities and Exchange Commission.
each annual meeting of stockholders; to review candidates recommended by
stockholders, establish the procedures by which such stockholder candidates will be
considered by the Committee and publish these procedures in the Company's annual
meeting proxy statement once established; to conduct the appropriate and necessary
inquiries into the backgrounds and qualifications of possible candidates;
including the Committee, at least annually;
of Board members and of senior executives;
Company's processes for providing information to the Board;
Governance and Disclosure Committee on matters affecting the Company's reporting
disclosure and corporate governance compliance requirements;
Company's corporate governance principles and codes of business conduct and ethics (as
required by New York Stock Exchange and the Securities and Exchange Commission);
the Board of Directors from time to time.
In addition, the Committee may at its discretion retain and terminate any search firm to be used
to identify director candidates, as well as to approve the search firm's fees and other retention
terms. The Committee may also, at its discretion, engage outside legal counsel or other advisers
as it deems necessary to carry out its functions.
The Committee shall meet at least once per year and shall hold any additional meetings as may
be called by the Chairman of the Committee or a majority of the members of the Committee.
Members of senior management or others may attend meetings of the Committee at the invitation
of the Committee and shall provide pertinent information as necessary. The Chairman of the
Committee shall set the agenda of each meeting and arrange for the distribution of the agenda,
together with supporting material, to the Committee members prior to each meeting. The
Chairman will also cause minutes of each meeting to be prepared and circulated to the
Committee members. The Committee may meet via telephone conference calls. A majority of
the members of the Committee shall constitute a quorum for all purposes.
The Committee shall report regularly to the Board as to its activities.