2003 Other Charter: DL
MANAGEMENT SUCCESSION COMMITTEE
The Management Succession Committee shall assist the Board in fulfilling its responsibility for the
oversight of the Corporation's Succession Plan.
Authority and Responsibilities
1. The Committee shall act on behalf of the Board of Directors in administering the Succession Plan
approved by the Board, in a manner consistent with the terms of such plan.
2. The Committee shall perform such duties and responsibilities as may be assigned to the Board or
the Committee under the terms of any succession plan.
3. The Committee shall approve independent executive search firms to advise the Committee, when
appropriate, including fees and other retention terms, such fees to be borne by the Corporation.
4. The Committee shall oversee the evaluation of executive search firms.
5. The Committee shall review management's execution of the Corporation's formal Succession Plan
for key management positions, as discussed at the August Board meeting, and shall be available to
counsel the CEO in filling these key slots.
6. The Committee shall identify candidates, both internal and external, for the CEO position.
7. The Committee shall periodically report to the full Board on its activities related to the
Corporation's Succession Plan.
8. The Committee shall review and recommend changes to the Corporation's Succession Plan to the
9. The Committee shall perform such other duties and functions as from time to time may be
prescribed by the Board of Directors.
The Committee shall consist of not less than three Directors, all of whom shall be appointed by the
Board of Directors.
Members of the Committee shall be recommended by the Chairman of the Board, submitted for
nomination by the Governance Committee and elected annually to one-year terms by majority vote of
the Board of Directors.
The Dial Corporation
Charter – Management Succession Committee
The Committee shall meet, as required, upon the call of the Chairman of the Committee or the Chairman
of the Board.
Evaluation of the Committee
The Committee shall, on an annual basis, evaluate its performance under this Charter. In conducting this
review, the Committee shall evaluate whether this Charter appropriately addresses the matters that are
or should be within its scope. The Committee shall address all matters that the Committee 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 were adequate for the
Committee to complete its work in a thorough and thoughtful manner.
The Committee shall deliver to the Board a report setting forth the results of its evaluation, including any
recommended amendments to this Charter and any recommended changes to the Corporation's or the
Board's policies or procedures.