2003 Committee Charter : TEX
GOVERNANCE AND NOMINATING COMMITTEE CHARTER
The Governance and Nominating Committee of the Terex Board of Directors plays a central role
in planning the size and composition of the Board of Directors, developing criteria and
implementing the process of identifying, screening and nominating candidates for election to the
Board of Directors, recommending corporate governance guidelines and actions to improve
corporate governance, and evaluating individual Director and full Board of Directors
The Governance and Nominating Committee shall consist of a Chairman who is an independent
Director and at least two additional members who are independent Directors. The Chairman
and members of the Governance and Nominating Committee shall be appointed and replaced
by the Terex Board of Directors.
The Governance and Nominating Committee of the Board of Directors has the following
1. Develop appropriate long-range plans for the size and composition of the Board of
Directors and the succession of Directors.
2. Develop and implement procedures for identifying, screening and nominating Director
candidates to the Board of Directors.
3. Recommend Directors for membership and chairmanship of standing committees of the
Board of Directors.
4. Review and reassess Terex’s corporate governance guidelines annually, and
recommend corporate governance guidelines and any proposed changes to the
5. Develop and implement procedures for conducting and reporting annual evaluations of
Board performance and recommending actions to improve Board performance and
6. Review and reassess the adequacy of this charter and its own performance annually, and
recommend any proposed changes to the Board of Directors.
7. Such other responsibilities as the Board of Directors may from time to time expressly
delegate to the Committee (e.g., Director compensation).
The following general and individual criteria shall be used in identifying prospective members of
the Board of Directors:
1. Maintenance of a balanced experience and knowledge base within the total Board that
shall include, but not be restricted to, the following:
a. Current CEO, or similar line experience, in companies engaged in capital and
industrial goods industries;
b. Significant direct management experience of multinational business operations;
c. Extensive knowledge and experience in financial services and capital markets;
d. Unique knowledge and experience complementing the above and providing significant
contributions to Board of Directors effectiveness and corporate governance.
2. Personal integrity and willingness to devote the time and attention necessary to properly
discharge the duties of a Director serving on the Board of Directors and the absence of
interests which are adverse to, or in conflict with, the interest of Terex Corporation.
3. The ability to use his/her experience and knowledge to make positive contributions to the
leadership and governance of Terex.
4. A balanced view of the role and responsibility of business in relation to the environment
and societies in which Terex operates.
5. Individuals shall not be eligible for nomination to the Board of Directors after the age of
seventy years (unless approved by 100% of all current Directors).
The Governance and Nominating Committee will have the authority to seek information and
external assistance necessary to carry out its responsibilities and additional authority as
approved by the Board of Directors. This authority includes the sole ability to retain and
terminate any search firm to be used to identify Director candidates, including approval of such
firm’s fees and other terms of retention, and the ability to obtain and assistance from internal
and external legal, accounting and other advisors.
MEETINGS, REPORTS AND ANNUAL PERFORMANCE EVALUATIONS:
The Governance and Nominating Committee will meet at least quarterly and will make a report
of each meeting to the full Board of Directors.
The Governance and Nominating Committee will provide its review of corporate governance
guidelines, Board performance and its own charter and performance to the full Board of