2003 Committee Charter : ESI

CHARTER OF THE
NOMINATING AND CORPORATE GOVERNANCE COMMITTEE
OF THE BOARD OF DIRECTORS OF
ITT EDUCATIONAL SERVICES, INC.
Purpose
The Nominating and Corporate Governance Committee (the "Committee") is
appointed by the Board of Directors (the "Board") of ITT Educational Services, Inc. ("ITT/ESI")
to:
(1) assist the Board by identifying individuals qualified to become Board members,
and recommend to the Board the director nominees for the each annual meeting
of shareholders;
(2) develop and recommend to the Board the Corporate Governance Guidelines
applicable to ITT/ESI;
(3) lead the Board in its annual review of the Board's performance; and
(4) recommend to the Board director nominees for each committee.
Committee Membership
The Committee will consist of at least three directors. Each of the members of the
Committee will meet the independence requirements of both federal law and the rules of the
New York Stock Exchange.
The members of the Committee and the Chair of the Committee will be appointed
and replaced by the Board.
Committee Authority and Responsibilities
1. The Committee will have the sole authority to retain and terminate any search
firm to be used to identify director candidates and will have sole authority to
approve the search firm's fees and other retention terms. The Committee will also
have authority to obtain advice and assistance from internal or external legal,
accounting or other advisors.
2. The Committee will assess the need for new directors of ITT/ESI on an ongoing
basis, including identifying any specific needs in terms of industry or professional
background, or independence standards, for nominees. The Committee will
identify possible nominees who meet specified objectives in terms of the
composition of the Board, taking into account such factors as geographic,
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occupational, gender, race and age diversity. The Committee will actively seek
individuals qualified to become board members for recommendation to the Board.
3. The Committee will recommend to the Board the director nominees for each
annual meeting of shareholders and the director to serve as Chairperson of the
Board. The Committee will also recommend to the Board director nominees and
the Chairperson for each committee of the Board.
4. The Committee will receive comments from all directors and report annually to
the Board with an assessment of the Board's performance, to be discussed with
the full Board following the end of each fiscal year. The Committee will lead the
evaluation of Board members by examining such factors as experience, business
judgment, integrity, time and commitment, shareholdings, teamwork and
independence.
5. The Committee will review and reassess the adequacy of ITT/ESI's Corporate
Governance Guidelines and recommend any proposed changes to the Board for
approval. The Committee will perform the duties and functions set forth in the
Corporate Governance Guidelines.
6. The Committee will meet at least annually, or more frequently as circumstances
dictate. The Committee will meet at least once prior to the time when nominees
for the Board are to be determined for inclusion in the proxy statement for
ITT/ESI's annual meeting of shareholders.
7. The Committee may form and delegate authority to subcommittees when
appropriate.
8. The Committee will make regular reports to the Board.
9. The Committee will review and reassess the adequacy of this Charter annually
and recommend any proposed changes to the Board for approval.
10. The Committee will annually review its own performance.
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