A. Organization. The Nominating & Governance Committee shall be comprised of a minimum of two (2) directors. Nominating & Governance Committee members and the committee chairman shall be designated, and may be removed and replaced at any time, by the full Board of Directors. The duties and responsibilities of a member of the Nominating & Governance Committee are in addition to those duties set out for a member of the Board of Directors.
2003 Nominating Charter: HLR
B. Statement of Policy. The Nominating & Governance Committee shall provide assistance to the Board of Directors in fulfilling its responsibility to the shareholders relating to: identifying individuals qualified to become Board members; recommending the director nominees for the next annual meeting of shareholders; and developing and recommending to the Board from time to time Corporate Governance Guidelines and a Code Of Business Conduct And Ethics applicable to Hollinger.
C. Responsibilities. In carrying out its responsibilities, the Nominating & Governance Committee believes its policies and procedures should remain flexible in order to best react to changing conditions. In carrying out these responsibilities, the Nominating & Governance Committee will:
Review its own performance and review and update the Committee's charter annually.
Develop qualification criteria for Board members, and actively seek, interview and screen individuals qualified to become Board members for recommendation to the Board in accordance with the Corporate Governance Guidelines.
Have the sole authority to retain and terminate any search firm to be used to identify director candidates and have sole authority to approve the search firm's fees and other retention terms. Hollinger shall be responsible for funding all costs of search firms retained.
Oversee the evaluation of the executive management of Hollinger and make recommendations to the Board as appropriate.
Review and assess at least annually the adequacy of Hollinger's Corporate Governance Guidelines and Code Of Business Conduct And Ethics and recommend any proposed changes to the Board for approval. The Nominating & Governance Committee shall consider any requests for waivers from Hollinger's Code of Business Conduct and Ethics. Hollinger shall disclose such waivers to both the New York Stock Exchange and the Securities and Exchange Commission and as required by applicable law.
Conduct or authorize investigations into any matters within the Nominating & Governance Committee's scope of responsibilities. The Nominating & Governance Committee shall be empowered to retain independent counsel, accountants or others to assist it in the conduct of any investigation. Hollinger shall be responsible for funding all such costs.
Meet as frequently as circumstances require. The Nominating & Governance Committee may ask members of management or others to attend the meeting and provide pertinent information as necessary.
Perform such other functions as assigned by law, the corporation's charter or by-laws or the Board of Directors.