2003 Committee Charter : TLB

THE TALBOTS, INC.

CORPORATE GOVERNANCE AND NOMINATING COMMITTEE CHARTER

Corporate Governance and Nominating Committee Charter Quicklinks
Purpose
Committee Membership
Meetings
Committee Authority and Responsibilities

Purpose


The Corporate Governance and Nominating Committee (the "Committee") is appointed by the Board of Directors of The Talbots, Inc. (the "Company") to (1) regularly assess and provide recommendations to the Board concerning corporate governance policies and practices applicable to the Company, (2) assess and make recommendations to the Board concerning the composition, operation and performance of the various Committees of the Board, (3) assist the Board by identifying individuals qualified to become new Board members and to recommend to the Board candidates for election or appointment as director, and (4) oversee the Company's policies and programs for compliance with applicable legal and regulatory requirements.


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Committee Membership

The members of the Committee shall be appointed by the Board. The Committee shall consist of no less than three members, all of whom shall be non-management directors. The members of the Committee shall meet any applicable requirements established by the New York Stock Exchange. The chairperson of the Committee will be nominated by the Committee and appointed by the Board.

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Meetings

The Committee shall meet not less than three (3) times each year.
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Committee Authority and Responsibilities

Corporate Governance

The Committee will develop and recommend to the Board effective and appropriate corporate governance policies and practices applicable to the Company, including policies and practices concerning:


Expected responsibilities and duties of directors


Timely and effective communication of information to the Board and its Committees
Conducting and scheduling of executive sessions of non-management directors, and selection of a "presiding director" for such purposes


Management development and succession planning


Committee functioning and reporting


Board access to management and advisors


Conflicts of interest and code of business conduct and ethics


Board expectations of senior management


Director orientation and continuing education


Review on a regular basis the corporate governance practices of other public companies and the corporate governance practices recommended or suggested by leading authorities, and regularly assess the Company's corporate governance policies and practices.


Review on a regular basis and make recommendations to the Board concerning the structure, composition, operation, reporting and member qualifications of the Committees of the Board.


Generally advise the Board and its Committees on corporate governance matters.
Candidates to the Board

The Committee shall, as needed, identify and screen individuals qualified to become new Board members for recommendation to the full Board. The Committee, in consultation with the Chairman of the Board and other Board members, will determine the appropriate qualifications, characteristics, skills and experience of new candidates to the Board.


The Committee shall have the authority, at Company expense, to retain and terminate any search firm to be used to identify or screen director candidates and to approve the search firm's fees and other retention terms.


Other Responsibilities And Authority

The Committee shall review and advise the Board regarding the Company's policies and programs for compliance with applicable laws and regulations pertaining to the Company and its business.


The Committee shall annually solicit comments from all directors concerning the Board's performance as a whole and shall lead the Board in its annual assessment of Board performance.


The Committee will review and make recommendations to the Board with respect to compensation of non-management directors.


In conjunction with the Compensation Committee, the Committee shall coordinate and perform an annual evaluation of the CEO's performance.


The Committee may, when appropriate, delegate authority to one or more members or to one or more subcommittees established by the Committee.


The Committee shall have authority to obtain advice and assistance from outside legal, accounting or other advisors at the cost of the Company.


The Committee shall make regular reports to the Board.


The Committee shall review this Charter annually and recommend any proposed changes to the Board for approval.


The Committee shall review its own performance annually and report to the Board.