As approved by the Board of Directors on February 23, 2006

The primary function of the Nominating and Corporate Governance Committee (the “Committee”) is to assist the Board of Directors in fulfilling its oversight responsibilities by:

  • Reviewing and making recommendations to the Board regarding the Board and its committee’s composition and structure.
  • Establishing criteria for evaluating Board and committee membership.
  • Evaluating corporate policies relating to the recruitment of Board members.
  • Establishing, implementing and monitoring policies and processes regarding principles of corporate governance applicable to the Company and compliant with applicable requirements.

The Committee shall:

  • Be comprised of a minimum of three members of the Board of Directors.
  • Be appointed and replaced by the Board of Directors.
  • Have a Chairman of the Committee designated by the Board of Directors from the membership of the Committee.
  • Satisfy all applicable independence requirements of the New York Stock Exchange.
  • Have members that are free from any relationship that, in the opinion of the Board, would interfere with the exercise of his or her independent judgment as a member of the Committee

The Committee shall:

  • Meet as often as necessary, but at least once each year, to enable it to fulfill its responsibilities and duties as set forth herein.
  • In its discretion, have the authority to delegate all or a portion of its duties and responsibilities to a subcommittee of the Committee.
  • Report to the Board any actions taken or matters discussed at each meeting of the Committee.
  • Keep written minutes of its meetings which minutes shall be maintained with the books and records of the Company.

The Committee will have broad authority and powers in fulfilling its purpose and discharging its responsibilities.

The Committee shall have:

  • The sole authority and responsibility to select, evaluate, retain and, where appropriate, terminate any search firm to be used to identify qualified director candidates, including the sole authority to approve such search firm’s fees and other retention terms.
  • The power, in its discretion, to retain at the Company’s expense such independent counsel and other advisors and experts, as it deems necessary or appropriate to carry out its duties.
  • Access to internal advisors and all other resources within the Company to assist it in carrying out its duties and responsibilities.

The Committee shall:

  • Evaluate the current composition and organization of the Board and its committees in light of requirements established by any regulatory body or any other applicable statute, rule or regulation which the Committee deems relevant and make recommendations regarding the foregoing to the Board for approval.
  • Review the composition and size of the Board in order to ensure that the Board is comprised of members reflecting the proper expertise, skills, attributes and personal and professional backgrounds for service as a director of the Company, as determined by the Committee.
  • Actively seek and evaluate qualified individuals to become new directors, as needed, and develop the Board criteria for selecting new directors, including standards for director independence.
  • Review qualifications of candidates for Board membership recommended by Directors, officers, employees, stockholders and others in accordance with procedures established by the Company’s corporate governance guidelines, applicable laws and regulations, the rules of the New York Stock Exchange and the Committee.
  • Evaluate the performance of current Board members proposed for reelection, and make recommendations to the Board regarding members of the Board standing for reelection.
  • Evaluate and, if deemed necessary, recommend the termination of Board membership of any director in accordance with the Code of Conduct.
  • Recommend to the Board matters regarding Board Committees, such as assignment and rotation of Committee members and chairs, and changes to Committee charters.
  • Recommend to the Board a slate of nominees for election to the Board. Director candidates must be designated to represent the holders of Common Stock or the holders of Class A Common Stock in accordance with the Articles of Incorporation and the By-Laws of the Company.

The Committee shall:

  • Determine the independence of each non-employee director, at least annually, as set forth in the current New York Stock Exchange listing standards, federal laws, regulations and the Company’s governance principles.
  • Ensure that the Company has an appropriate policy on potential conflicts of interest including but not limited to, the policies on related-party transactions (including any dealings with directors, officers or employees and such other transactions that could have the appearance of a potential conflict of interest.
  • Monitor and report to the Board whether there is any current relationship between any Director and the Company that made adversely affects the independent judgment of the Director.
  • Review all related party transactions involving executive officers and members of the Board and, as required by any regulatory body, consider approval of such transactions.

The Committee shall:

  • Review the compensation of and benefits for Directors and recommend to the Board all matters pertaining to fees and retainers paid to directors for Board and Committee service and for serving as Chairman of a Board committee, including any awards from the Company’s Long-Term Incentive Plans.
  • The Committee shall have sole authority to employ consultants or advisors to evaluate director compensation and to approve consulting fees and other retention terms.

The Committee shall:

  • Review and assess, at least annually, the Company’s Corporate Governance Polices and recommend to the Board any necessary modifications.
  • Review and assess, at least annually, the Company’s Code of Conduct and recommend to the board any necessary modifications.
  • Develop, implement, review and monitor a continuing education program for members of the Board to the extent required by any regulatory body or otherwise deemed advisable by the Committee.
  • Review all stockholder proposals submitted to the Company and the timeliness of the submission thereof and recommend to the Board appropriate action on each such proposal.
  • Establish procedures in which shareholders will be able to communicate in writing with members of the Board of Directors by regular mail.
  • Take such other actions regarding the Company’s corporate governance that are in the best interests of the Company and its shareholders as the Committee shall deem appropriate or as shall otherwise be required by any Regulatory Body.

The Committee shall:

  • Oversee, in conjunction with the Executive Compensation and Employee Benefits Committee, succession planning for senior management of the Company.

The Committee shall at least annually:

  • Review and reassess its Charter and recommend any proposed changes to the full Board for approval.
  • Review and reassess the Company’s By-Laws and the charters of any committee of the Board to ensure compliance with any principles of corporate governance and recommend to the Board any necessary modifications.
  • Establish the evaluation criteria and implement the process for the performance evaluation of the Board.
  • Conduct an annual performance evaluation of the Committee, the results of which shall be reported to the full Board.
  • Ensure that the Chairperson of each board committee conducts a performance evaluation of his or her committee, the results of which shall be reported to the full Board.