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Corporate
Governance and Nominating Committee Charter
Status
The
Corporate Governance and Nominating Committee is a committee
of the Board of Directors which makes recommendations to the
Board of Directors. This charter shall not be deemed to preempt
action by the Board nor to assign to the Committee any function
to the exclusion of the Board, except to the extent required
by New York Stock Exchange listing standard or other applicable
requirement.
Membership
The
Corporate Governance and Nominating Committee shall consist
of three or more directors all of whom in the judgment of
the Board of Directors shall be independent in accordance
with the New York Stock Exchange listing standards.
Responsibilities
The Corporate Governance and Nominating Committee is responsible
for considering and making recommendations to the Board concerning
the appropriate size, function and needs of the Board, which
shall include without limitation the following:
- establishing
the criteria for Board membership; criteria should cover,
among other things, diversity, experience, skill set and
the ability to act on behalf of shareholders;
- considering,
recommending and recruiting candidates to fill new positions
on the Board;
- reviewing
candidates recommended by shareholders;
- conducting
the appropriate and necessary inquiries into the backgrounds
and qualifications of possible candidates; and
- recommending
the Director nominees for approval by the Board and the
shareholders.
The Committee's
additional functions are:
- to consider questions
of possible conflicts of interest of Board members and of the Chief Executive
and Chief Financial Officers;
- to monitor and recommend
the functions of the various committees of the Board;
- to recommend members
of the committees;
- to advise on changes
in Board compensation;
- to make recommendations
on the structure of Board meetings;
- to recommend matters
for consideration by the Board;
- to consider matters
of corporate governance and to review our Corporate Governance Principles;
- to consider and review
Director Qualification Standards;
- to review Director
retirement policies;
- to review the functions
of the Chief Executive and Chief Financial Officers to the extent bearing
upon the Company’s corporate governance, and to make recommendations
on changes;
- to review annually
with the Chairman and Chief Executive Officer the job performance of the Chief
Executive and Chief Financial Officers, to the extent bearing upon the Company’s
corporate governance;
- to review annually
the outside activities of senior executives, to the extent bearing upon the
Company’s corporate governance;
- to review with the
Chairman and Chief Executive Officer the succession plans relating to the
Chief Executive and Chief Financial Officers, and to make recommendations
to the Board with respect to the selection of individuals to occupy these
positions; and
- to prepare an annual
performance evaluation of the Corporate Governance Committee.
(Revised as of April 6, 2005) |
