1. Purpose

1.1. The Nominating and Corporate Governance Committee (the “Committee”) is appointed by the Board of Directors (the “Board”) of Alderwoods Group, Inc. (the “Company”) for the following purposes:

2. Composition and Meetings

2.1. Committee members, including the Committee Chair, shall be appointed by the Board based on recommendations of the Committee and shall consist of at least three members of the Board who meet the independence and experience requirements of the NASDAQ, the Securities and Exchange Commission (“SEC”) and the Company’s Corporate Governance Principles.

2.2. The members of the Committee may be removed or replaced at any time by the Board and any vacancies on the Committee shall be filled, by the Board.  Membership on the Committee shall automatically end at such time as a member ceases to be a director and at such time as the Board determines that a member ceases to be an independent member of the Committee.

2.3. The Chair of the Committee, in consultation with the Committee members, shall determine the schedule and frequency of the Committee meetings, provided that the Committee shall meet at least twice annually.

2.4. The Chair of the Committee shall develop and set the Committee’s agenda, in consultation with the other members of the Committee.  Each member of the Board is free to suggest the inclusion of items on the agenda.  The agenda and information concerning the business to be conducted at each Committee meeting shall be distributed to the members of the Committee in advance of each meeting to permit meaningful review.

2.5. The Committee shall maintain minutes of and records relating to its meetings and provide regular reports of its activities to the Board. 

3. Responsibilities

3.1. The Committee shall identify and recruit candidates to serve as new members of the Board to fill vacancies or new positions. The Committee shall consider the personal characteristics and core competencies as set out in the Company’s Corporate Governance Principles when evaluating persons to be nominated for election to the Board, taking into account the composition of the Board as a whole.   In addition, the Committee shall consider a candidate’s qualification as “independent”, as well as a candidate’s depth of experience and availability, the balance of the business interest and experience of the incumbent or nominated directors, and the need for any required expertise on the Board or one of its committees.    

3.2. The Committee shall evaluate whether an incumbent director should be nominated for re-election to the Board upon the expiration of such director’s term.  The Committee will use the same factors established for new director candidates to make its evaluation and will also take into account the incumbent director’s performance as a Board member.

3.3. Prior to the annual meeting of shareholders, a slate of candidates shall be recommended by the Committee to the Board as qualified persons to be nominated for election or re-election as directors.  The Committee shall consider suggestions for Board nominees submitted by shareholders in accordance with the notice provisions and procedures set out in the Company’s by-laws.  The Committee shall consider recommendations by the Chairman and CEO who shall be included in the process on a non-voting basis.

3.4. The Committee shall identify and recommend to the Board those members of the Board to serve as members of the Audit Committee, the Compensation Committee and the Committee itself. In addition, the Committee shall recommend to the Board a member of each of the aforementioned committees to serve as Chair of those committees.

3.5. The Committee shall review with the Board, on an annual basis, the current composition and size of the Board in light of the Company’s Corporate Governance Principles. .

3.6. The Committee shall advise the Board periodically with respect to significant developments in the law and practice of corporate governance as well as the Company’s compliance with the Company’s Corporate Governance Principles and applicable laws and regulations, and make recommendations to the Board on all matters of corporate governance and on any corrective action to be taken, as the Committee may deem appropriate.

3.7. The Committee shall monitor compliance with the Company’s Code of Business Conduct and Ethics, including reviewing with the Senior Vice President, Legal and Compliance the adequacy and effectiveness of the Company’s procedures to ensure proper compliance.  The Committee shall also recommend amendments to the Company’s Code of Business Conduct and Ethics, as the Committee may deem appropriate.

3.8. The Committee shall review and approve any related party transactions between the Company and any officer, director or affiliate of the Company that would be required under the SEC rules and regulations to be disclosed in the Company’s annual proxy statement.  The Committee’s review of each related party transaction shall include an analysis of whether the terms of the transaction are fair to the Company.

3.9. The Committee shall establish criteria and processes for the Board in its annual performance self-evaluation.  Each annual performance self-evaluation will be discussed with the full Board following the completion of the evaluation process. .

4. General

4.1 The Committee shall review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval.

4.2 The Committee may perform any other activities consistent with this Charter, the Company’s by-laws, and governing law, as the Committee or the Board deems necessary or appropriate.   The Committee may form and delegate authority to subcommittees when appropriate.

4.3 The Committee may retain, at such times and on such terms as the Committee determines in its sole discretion and at the Company’s expense, special legal, accounting or other consultants to advise and assist in complying with its responsibilities as set forth herein. In addition, by adoption of this Charter, the Board authorizes funding for the Committee, in the Committees discretion, for the discharge of the Committee’s functions and responsibilities.