CORPORATE GOVERNANCE AND NOMINATING COMMITTEE CHARTER
2004 Committee Charter : FCH
Purpose and Responsibilities
The purpose and responsibilities of the Corporate Governance and Nominating
Committee (the "Committee") of FelCor Lodging Trust Incorporated (the "Company")
(a) Identify individuals qualified to become members of the Board of
Directors, consistent with criteria approved by the Board, and to
recommend for selection by the Board of Directors the director nominees
for the next annual meeting of stockholders or to fill any vacancy on the
(b) Develop and recommend to the Board of Directors the Company's
Corporate Governance Guidelines, including criteria for the selection of
new directors to serve on the Board of Directors, taking into account at a
minimum all applicable laws, rules, regulations and listing standards,
desirable and diverse experience and areas of expertise and other factors
relative to the overall composition of the Board of Directors; and
(c) Oversee the evaluation of the Board of Directors and management.
Composition and Qualifications
The Committee shall consist of three or more members of the Board of Directors, each of
whom is determined by the Board of Directors to be "independent" in accordance with
the rules of the New York Stock Exchange ("NYSE") and the Securities and Exchange
Appointment and Removal
The members of the Committee shall be appointed by the Board of Directors, and each
member shall serve until such member's successor is duly elected and qualified or until
such member's earlier resignation or removal. The members of the Committee may be
removed, with or without cause, by a majority vote of the Board of Directors.
The Chairman shall be elected by the full Board of Directors. The Chairman will chair
all regular sessions of the Committee and set the agenda for Committee meetings.
Delegation to Subcommittees
In fulfilling its responsibilities, the Committee may delegate any or all of its
responsibilities to a member of the Committee or to a subcommittee of members of the
The Committee shall meet as frequently as circumstances dictate, but not less than twice
annually. The Secretary of the Company, the Chairman of the Board or the Chairman of
the Committee may call meetings of the Committee. The Committee may invite to its
meetings any director, member of management of the Company, and such other persons
as it deems appropriate in order to carry out its responsibilities.
Additional Authority and Responsibilities
The Committee shall have the following additional authority and responsibilities:
and recommend to the Board amendments thereto as the Committee deems
appropriate, and consider and grant, if appropriate in its sole discretion, any
requests for waivers from the Code of Business Conduct and Ethics. The
Company must make disclosure of such waivers as required by the rules of the
NYSE and SEC.
Committee deems appropriate, evaluate the size, composition, membership
qualifications, scope of authority, responsibilities, and reporting obligations of
each committee of the Board, and recommend to the Board of Directors particular
members to serve on the committees of the Board, giving consideration to the
criteria for service on each committee as set forth in the charter for such
committee, as well as to any other factors the Committee deems relevant, and
when appropriate, make recommendations regarding the removal of any member
of any committee.
annual review and evaluation of the succession plans relating to the Chief
Executive Officer and make recommendations to the Board of Directors with
respect to policies and principles for the selection, performance review and
succession of the Chief Executive Officer.
process of the Board of Directors and its committees. Based on the
results of the annual evaluation, as well as on any other matters the Committee
shall deem relevant, the Committee shall make such recommendations to the
Board of Directors regarding Board processes and other items deemed appropriate
to improve or ensure the effective functioning of the Board of Directors as the
Committee shall from time to time deem advisable or appropriate.
access to all Company books, records, facilities, personnel, legal counsel and
independent auditors, along with the power to retain, at the Company's expense,
outside counsel or other experts for this purpose.
frequently if appropriate, and recommend changes as necessary.
and governing law as the Committee or the Board of Directors deems appropriate.
The Committee shall have the authority to retain a search firm to assist in identifying
director candidates. The Committee shall have sole authority to approve the search
firm's fees and other retention terms. The Committee shall advise the Company's
General Counsel when a search firm is engaged so that the General Counsel can ensure
that the Company makes any disclosures required by applicable SEC rules.
Reports and Performance Review
The Committee shall report its actions and any recommendations to the Board of
Directors at the next regularly scheduled meeting following each Committee meeting
and, beginning with 2004, shall conduct and present to the Board of Directors an annual
performance self-evaluation of the Committee. The Committee shall review at least
annually the adequacy of this Charter and recommend any proposed changes to the Board
of Directors for approval.
The Committee may establish its own rules for the conduct of its meetings and
proceedings, subject to the provisions of Section 3.15 of the Bylaws of the Company and
the following requirements:
1. Each member of the Committee shall have one vote;
2. A quorum of the Committee shall consist of a majority of its members;
3. The Committee shall be authorized to take any permitted action only by the
affirmative vote of a majority of the members thereof present at any meeting at
which a quorum of its members is present, or by the unanimous written consent of
all of the members thereof;
4. Meetings of the Committee shall be held at least annually and may be held in
5. The Committee shall maintain and submit to the Board of Directors copies of the
minutes of each meeting of the Committee, and each written consent to action
taken without a meeting, reflecting the actions so authorized or taken by the
Committee since the preceding meeting of the Board of Directors.
Policy and Procedures Regarding Shareholder Recommended Candidates
The Committee may consider any candidate for director recommended by any
securityholder of the Company. However, the Committee must consider any candidate
for director recommended by (i) any securityholder that beneficially owned more than
5% of the Company's outstanding common stock for at least one year as of the date the
recommendation was made, or (ii) a group of securityholders that beneficially owned, in
the aggregate, more than 5% of the Company's outstanding common stock, with each of
the shares used to calculate that ownership held for at least one year as of the date the
recommendation was made. Consideration of any securityholder recommended
candidates by the Committee will be based on criteria established by the Board of
Directors for selection of director nominees generally and otherwise in accordance with
this Charter and the Corporate Governance Guidelines. There will not be automatic
approval of candidates recommended by securityholders. The Committee reserves the
right to reject any candidate that has a special interest agenda other than the best interests
of the Company and its stockholders generally.
The procedures for a securityholder to recommend a candidate for nomination as a
1. Submit the following information about the candidate in written correspondence
mailed to the Corporate Governance and Nominating Committee c/o FelCor Lodging
Trust Incorporated, 545 E. John Carpenter Freeway, Suite 1300, Irving, Texas 75062-
3933, Attn. General Counsel: name, mailing address, telephone number, email address,
resume, business history, listing of other past and present directorships and director
committees, hotel industry experience and other relevant information;
2. Explain in the submission why the securityholder believes the candidate would be
an appropriate director for the Company and the benefits and attributes that the candidate
will to provide to the Company in serving as a director;
3. Provide evidence of ownership of the Company's securities along with the
4. Indicate whether the Company may identify the securityholder in any public
disclosures that it makes regarding the consideration of the director candidate.
For a candidate to be considered for nomination at any annual meeting of the Company's
stockholders, the foregoing submission must be received by the Company not later than
the 120th calendar day before the first anniversary of the date of the Company's proxy
statement for the previous year's annual meeting. The Company's General Counsel shall
forward any submission received from a securityholder that complies with the foregoing
requirements to the Chairman of the Committee. The director candidate must make
himself or herself available for interviews and must provide additional information upon
request from the Company, including a director and officer questionnaire.
Disclosure of Director Nominating Process
In order for the Company to comply with the disclosure requirements of applicable SEC
rules, the Committee, or its Chairman, shall, from time to time and upon request, advise
the Company's General Counsel as to the following:
1. Who recommended to the Committee any new directors (who are not executive
officers) that the Committee chooses to recommend for nomination as a director;
2. Any specific, minimum qualifications that the Committee believes must be met by
a director nominee;
3. Any specific qualities or skills that the Committee believes are necessary for one
or more of the Company's directors to possess; and
4. The Committee's process for identifying and evaluating nominees for director,
including nominees recommended by securityholders, and any differences in the manner
in which the Committee evaluates nominees for director based on whether the nominee is
recommended by a securityholder.
Disclosure of Charter
This Charter will be disclosed as required by applicable rules of the NYSE and SEC.
Adopted by Resolution of the Board of Directors
February 19, 2004