2003 Committee Charter : WRC



The Nominating and Corporate Governance Committee (the "Committee") is responsible for providing oversight on the broad range of issues surrounding the composition and operation of the Board of Directors (the "Board"), including identifying individuals qualified to become board members, recommending to the Board director nominees for the next annual meeting of shareholders, and recommending to the Board and overseeing the implementation of corporate governance guidelines. The Committee also provides assistance to the Board in the areas of committee membership selection, evaluation of the effectiveness of the Board and management, and ongoing consideration of developments in corporate governance practices. The Committee's goal is to assure that the composition, practices, and operation of the Board contribute to value creation for and effective representation of the Company's shareholders.


The Committee shall consist of at least three directors, appointed by the Board at its annual meeting or at interim meetings when necessary to fill a vacancy or add a member in the Board's judgment. Committee members shall, in the opinion of the Board, meet the independence and experience requirements of the New York Stock Exchange (the "NYSE"), the Sarbanes-Oxley Act of 2002 (the "S-O Act"), the rules of the Securities and Exchange Commission (the "SEC") and other applicable laws, rules and regulations as in effect from time to time. The Board shall appoint one or more members of the Committee as chair(s). He or she shall be responsible for leadership of the Committee, including preparing the agenda, presiding over the meetings, making Committee assignments and reporting to the Board. The chair(s) shall also preside over executive sessions of the Board if the Chairman of the Board is not present in such sessions. The Committee may delegate such other matters to the chair, or to subcommittees, as it deems appropriate. A Committee member (including the chair) may be removed at any time, with or without cause, by the Board. The Board may designate one or more directors as alternate members of the Committee, who may replace any absent or disqualified member or members at any meetings of the Committee.


The Committee shall meet at least once each year or more frequently as it determines appropriate. The Committee shall meet at the call of its chair, preferably in conjunction with regular Board meetings or at the request of any Committee member. Any notice of meeting shall contain a proposed agenda of the matters to be considered by the Committee. The Committee may meet by telephone conference call or by any other means permitted by law or the Company's bylaws. A majority of the members of the Committee shall constitute a quorum. The Committee shall act on the affirmative vote of a majority of members present at a meeting at which a quorum is present. The Committee may act without a meeting by unanimous written consent of all members. The Committee shall determine its own rules and procedures, including designation of a chair pro tempore, in the absence of the chair(s), and designation of a secretary. The secretary need not be a member of the Committee and shall attend Committee meetings and take and prepare the minutes thereof. The Committee shall keep written minutes of its meetings, which shall be recorded or filed with the books and records of the Company. Any member of the Board shall be provided with copies of such Committee minutes if requested.

The Committee, as it may determine to be appropriate, may meet in separate executive sessions or in confidence with other directors, the Chief Executive Officer of the Company and other employees of the Company, agents or representatives invited by the Committee.

The Committee may ask members of the Company's management or others whose advice and counsel are relevant to the issues then being considered by the Committee to attend any meetings and to provide such pertinent information as the Committee may request.


In carrying out its oversight responsibilities, the Committee's policies and procedures should remain flexible to enable the Committee to react to changes in circumstances and conditions so as to ensure the Company remains in compliance with applicable legal and regulatory requirements. The Committee shall have the following responsibilities in addition to matters that may be referred to it by the Board or which the Committee raises on its own initiative:

Board Candidates and Nominees

(a) Develop criteria for the selection of directors and oversee the process of screening and interviewing candidates for Board positions, including those recommended by shareholders and management; and
(b) Subject to the terms of any shareholders (or similar) agreement to which the Company and/or its shareholders may be party to from time to time affecting the composition of the Board, propose to the Board nominees for election by the shareholders at the annual meeting of shareholders and prospective director candidates in the event of the resignation, death, removal or retirement of directors or a change in Board composition requirements.

Board and Committees

(a) Establish and review policies pertaining to size, composition and procedures of the Board and the roles, responsibilities, retirement age, tenure and removal of directors;
(b) Determine and monitor whether or not each director and prospective director is an "independent director" within the meaning of the NYSE listing standards, the S-O Act and any other laws, rules or regulations in effect from time to time and applicable to the Company and whether the Board and all committees meet the criteria for independent composition imposed by the NYSE listing standards or any other applicable laws, rules or regulations in effect from time to time;
(c) Review and consider possible conflicts of interest that may arise between the Company and any director or officer;
(d) Review and recommend to the Compensation Committee of the Board the compensation and benefits of directors who are not employees of the Company; and
(e) Review periodically the Board's committee structure and functioning and recommend to the Board the establishment of committees and directors to serve as members of each committee.

Board and Management Evaluation and Development

(a) Work with senior management to provide an orientation and continuing education program for directors
(b) Develop and conduct, on a timetable to be established by the Committee, an evaluation of the effectiveness of the Board as a whole and of individual directors, including self-assessments;
(c) Consider the recommendations of the Chief Executive Officer for the appointment of executive officers;
(d) Review, and develop where appropriate, the Company's management succession plans to help assure proper management planning; and
(e) (i) Establish a procedure for evaluating the Chief Executive Officer's performance, (ii) annually evaluate such performance and (iii) have the Committee chair review, after completion of the annual evaluation, with the Chief Executive Officer the results of the Committee's evaluation and to coordinate with the Compensation Committee of the Board regarding that evaluation for purposes of establishing the annual compensation of the Chief Executive Officer.

Corporate Governance

(a) Develop and recommend to the Board corporate governance guidelines, review the guidelines periodically (not less than annually, on a timetable to be established by the Committee), and recommend changes as necessary in light of the Board's experience and evolving corporate practices; and
(b) Develop and recommend to the Board codes of conduct, business ethics and business practices, to reflect best practices and the requirements of NYSE listing standards, the S-O Act and any other laws, rules or regulations in effect from time to time and applicable to the Company, monitor their implementation, and recommend changes as necessary in light of the Company's experience, changes to the NYSE listing standards or any other applicable laws, rules or regulations in effect from time to time and evolving corporate practices.

Reporting and Evaluation

(a) Report the Committee's actions and recommendations to the Board after each Committee meeting; and
(b) Evaluate its performance at least annually on a timetable to be established by the Committee and review at least annually the adequacy of this Charter and recommend any proposed changes to the Board for approval.


The Committee may conduct or authorize investigations into or studies of matters within the scope of the Committee's responsibilities as described above, and may retain, at the expense of the Company, independent counsel or other consultants necessary to assist the Committee in any such investigations or studies. In this regard, the Committee has the authority to direct the Chief Executive Officer to provide such information regarding the Company's affairs and such assistance of the Company's staff and access to the Company's resources (including funding) as the Committee shall determine necessary to the accomplishment of its assigned responsibilities. The Committee shall have sole authority to retain and terminate any search firm to be used to identify director candidates, including the sole authority to negotiate and approve the fees and retention terms of such search firm.


Nothing contained in this Charter is intended to expand applicable standards of liability under statutory or regulatory requirements for the directors of the Company or members of the Committee. Nothing in this Charter is intended to preclude or impair the protection provided in subsection 2 of Nevada Revised Statutes 78.138 for good faith reliance by members of the Committee on reports or other information provided by others. The purposes and responsibilities outlined in this Charter are meant to serve as guidelines rather than as inflexible rules and the Committee is encouraged to adopt such additional procedures and standards as it deems necessary from time to time to fulfill its responsibilities.