Nominating and Corporate Governance Committee Charter
I. Authority and Purpose
The Nominating and Corporate Governance Committee (the “Committee”) of Glenborough Realty Trust Incorporated (the “Corporation”) is appointed by the Corporation’s Board of Directors (the “Board”) to: (1) assist the Board in selecting nominees for election to the Board, consistent with criteria approved by the Board; (2) determine the composition of the Board and its committees; (3) recommend to the Board the director nominees for the annual meeting of stockholders; (4) establish and monitor a process of assessing the Board’s effectiveness; (5) develop and recommend to the Board and implement a set of corporate governance principals and procedures applicable to the Corporation; and (6) oversee the evaluation of the Board and the management of the Corporation. The Committee shall undertake those specific duties and responsibilities listed below and such other duties as the Board shall from time to time prescribe. All powers of the Committee are subject to the restrictions designated in the Corporation’s Bylaws and by applicable law.
II. Committee Membership
The Committee members (the “Members”) shall be elected by the Board. Unless otherwise directed by the Board, each Member shall serve until such Member ceases to serve as a member of the Board, or until his or her successor has been duly appointed by the Board. Any individual Member may be removed from office at any time, with or without cause, by a vote of a majority of the Board (excluding the vote of the Member being voted upon for removal).
The Committee will consist of no fewer than three (3) members. Each Member of the Committee shall meet the independence requirements of the New York Stock Exchange, the independence standards requirements established by the Board from time to time and any other regulatory requirements provided, however that Members shall not include any of the following: (i) employees of the Corporation, (ii) nonemployee officers of the Corporation that are among the five individuals most highly compensated by the Corporation as reflected in the Corporation’s most recent securities filings, or (iii) beneficial owners, directly or indirectly, of more than 50% of the voting power of the Corporation.
III. Structure and Meetings
The Committee shall conduct its business in accordance with this Charter, the Corporation’s Bylaws and any direction by the Board.
The Committee Chairperson shall be designated by the Board, or, if it does not do so, the Committee Members shall elect a Chairperson by a vote of the majority of the full Committee.
The Committee will meet at least one (1) time each year. The Committee may establish its own schedule, which it will provide to the Board in advance. The Chairperson or a majority of the Members of the Committee may call meetings of the Committee upon such notice as is required for special Board meetings in accordance with the Corporation’s Bylaws. A majority of the Committee shall constitute a quorum for the transaction of business. Unless the Committee by resolution determines otherwise, any action required or permitted to be taken by the Committee may be taken without a meeting if all Members of the Committee consent thereto in writing and the writing or writings are filed with the minutes of the proceedings of the Committee. The Chairperson of the Committee may invite any director, officer or employee of the Corporation, or other person whose advice and counsel are sought by the Committee, to be present at meetings of the Committee. Members of the Committee may participate in a meeting through use of conference telephone or similar communications equipment and such participation shall constitute presence in person at such meeting.
The Committee Chairperson will preside at each meeting and, in consultation with the other Members of the Committee, will set the frequency and length of each meeting and the agenda of items to be addressed at each meeting. The Chairperson of the Committee shall ensure that the agenda for each meeting is circulated to each Committee member in advance of the meeting. The Chairperson of the Committee (or other member designated by the Chairperson or the Committee in the Chairperson’s absence) shall regularly report to the full Board on its proceedings and any actions that it takes. The Committee will maintain written minutes of its meetings, which minutes will be maintained with the books and records of the Corporation.
IV. Duties and Responsibilities
The Committee shall have the authority and responsibility for:
A. Corporate Governance Guidelines.
B. Review of Board Composition and Performance.
C. Executive Officers.
V. Performance Evaluation
The Committee shall annually review and access the adequacy of this Charter and recommend any proposed changes to the Board for approval. The Committee shall also perform an annual evaluation of its own performance. In conducting this review, the Committee shall address all matters that it considers relevant to its performance, including at least the following: the adequacy, appropriateness and quality of the information and recommendations presented by the Committee to the Board; the manner in which they were discussed or debated; and whether the number and length of meetings of the Committee were adequate for the Committee to complete its work in a thorough and thoughtful manner.
VI. Committee Resources
The Committee shall be empowered, without the approval of the Board, to engage or compensate independent legal, accounting or other advisors as it determines necessary to carry out its duties; including the sole authority to retain and terminate any search firm to be used to identify director candidates and to approve such firm’s fees and other retention terms. The Committee shall receive appropriate funding, as determined by the Committee, from the Corporation for payment of (A) compensation to any advisor employed by the Committee; and (B) ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out its duties.
The Committee may form and delegate authority to subcommittees when appropriate.