NOMINATING AND CORPORATE GOVERNANCE
· Oversees the composition of the Board of Directors of SCI and the Board committees, including developing director qualification standards and criteria, identifying and recruiting new candidates for the Board, developing a re-nomination review process for current Board members and considering nominees recommended by shareholders in accordance with the Company's bylaws.
· Makes recommendations to the full Board with respect to the nomination of candidates for Board membership and committee assignments for Board members, including the chairmanships of the Board committees.
· Provides leadership to the Board in the development of corporate governance principles and practices, including the development of Corporate Governance Guidelines and a Code of Business Conduct and Ethics.
· Conducts CEO succession planning and reviews succession plans for other SCI executives, including the development of both short-term (emergency) and long-term CEO succession plans, and leadership development planning. Monitors progress against these plans and reports to the full Board on this issue at least annually.
· Develops and leads the annual evaluation of the performance of the Chairman and CEO and presents the results of this evaluation to the full Board for discussion and approval. Reviews the annual evaluation of other key SCI executives in conjunction with leadership development plans.
· Makes recommendations to the full Board with respect to compensation for Board members.
· Develops orientation programs for new Board members in conjunction with SCI's Chairman and CEO.
· Develops continuing education sessions for SCI directors. This includes monitoring various director education courses offered by universities and other institutions, making recommendations to the Board as to which of these might be most useful to attend, and developing other education initiatives that may be practical and useful to Board members, including development of a program for Board member visits to SCI sites and facilities.
· Develops and implements the annual process for assessment of the performance of SCI's Board as a whole and of the Nominating and Corporate Governance Committee, and coordinates the annual performance assessment of the Compensation and Audit Committees. The first such assessment process will be undertaken in 2003.