Corporate Governance and Nominating Committee Charter

Board of Directors

Corporate Governance and Nominating Committee Charter
Effective 25 January 2007

Purpose

The Corporate Governance and Nominating Committee (the “Committee”) shall assist the Board of Directors (the “Board”) in fulfilling its oversight responsibilities to assure that the Company is governed in a manner consistent with the interests of its shareowners. In particular, on an ongoing basis, the Committee (1) shall monitor and advise the Board regarding matters relating to Board structure, organization, and other governance practices; and (2) shall evaluate the composition of the Board and identify, recruit, and propose nominees for election to the Board.

Committee Structure; Member Qualifications, Appointment, and Removal

The Committee shall consist of at least three directors who, along with the chairperson of the Committee, are appointed by the Board upon recommendation of the Committee, and may be removed by the Board in its discretion. All members of the Committee shall be independent directors under the standards adopted by the New York Stock Exchange.

Authority and Responsibilities

In furtherance of the Committee’s purpose, the Committee shall have the following authority and responsibilities:

Governance

  • General. The Committee has the general responsibility, on behalf of the Board, for overseeing the Company’s corporate governance practices and profile.
  • Governance Documents. The Committee is responsible for reviewing and recommending to the Board amendments to the Company’s Bylaws, Certificate of Incorporation, Committee Charters, codes of conduct and the Company’s Corporate Governance Guidelines.
  • Committee Structure and Appointments. The Committee is responsible for periodically reviewing and making recommendations to the Board of Directors regarding the Board’s committee structure. The Committee is also responsible for recommending directors for appointment by the Board as the chairmen and members of the Board’s committees.

Director Nominations

  • Director Candidates. The Committee is responsible for identifying, reviewing, and recommending to the Board individuals for election to the Board, including persons to be nominated for election by the shareholders at the annual meeting and by the Board to fill vacancies and newly-created positions. This includes the responsibility for reviewing Board candidates proposed by a stockholder of the Company.
  • Criteria. In recommending candidates for election to the Board, the Committee shall take into consideration criteria established by the Board of Directors as set forth in the Corporate Governance Guidelines or as otherwise may be established by the Board from time to time. The Committee is also responsible for reviewing the performance of incumbent members of the Board in determining whether to recommend that they be nominated for reelection, taking into consideration the extent to which they continue to meet the qualifications for Board membership specified in the Corporate Governance Guidelines and the current needs of the Board.
  • Proxy Statement Disclosures. The Committee shall adopt (i) a policy regarding the Committee’s consideration of candidates proposed by stockholders; (ii) a description of the minimum criteria, as well as special skills and qualities, that the Committee believes are necessary for one or more of the Company’s directors to possess; and (iii) a description of the Committee’s process for identifying and evaluating director nominees (including candidates recommended by stockholders).

Director Compensation

  • Review and Recommendation. The Committee is responsible for reviewing the compensation for nonemployee directors, including benefit and expense reimbursement practices, and making recommendations to the Board for its approval. As part of its review, the Committee will receive information on compensation provided to nonemployee directors at a peer group of companies, which shall be reviewed by the Committee.

Performance Evaluations

  • Board Evaluation. The Committee is responsible for overseeing the Board of Directors’ self-evaluation of its performance, which shall take place no less than annually.
  • Committee Evaluation. The Committee shall conduct a self-evaluation of its performance no less than annually. The evaluation shall address subjects including the Committee’s composition, responsibilities, structure and processes, and effectiveness. The Committee shall, as appropriate, make recommendations to the management and the full Board as a result of its performance evaluation.
  • Other Committee Evaluations. While each of the other committees of the Board of Directors is primarily responsible for conducting its own self-evaluation, the Corporate Governance and Nominating Committee shall be responsible for developing the overall framework for such committee evaluations.

Other Matters

  • Stockholder Proposals. The Committee is responsible for reviewing and making recommendations to the Board regarding the Company’s response to stockholder proposals for inclusion in the Company’s annual proxy statement.
  • Stockholder Communications. The Committee is responsible for recommending, for approval by the Board, a process by which the Company’s stockholders may send communications to directors and the process for determining which communications will be relayed to directors.
  • Regulatory Oversight. The Committee is responsible for overseeing developments in law and practice relating to corporate governance and the Company’s response thereto.

Committee Operations: Meetings, Agendas, Reporting, Delegation, and Performance Evaluation

The Committee may adopt the procedural rules for its meeting and the conduct of its business, not inconsistent with this Charter, the Company’s bylaws, or applicable law. The Committee is governed by the same rules regarding meetings (including meetings by conference telephone or similar communications equipment), action without meetings, notice, waiver of notice, and quorum, and voting requirements as are applicable to the Board. Adequate provision will be made for notice to members of all meetings. One-third of the members, but not less than two, shall constitute a quorum, and all matters will be determined by a majority vote of the members present. The Committee may delegate all or a portion of the authority granted to it by the Board to one or more of the Committee members, senior executives, or subcommittees, subject to applicable plans, laws, regulations, and listing standards.

The Board approves the regular meeting schedule for the Committee each year. Additional meetings may occur, as the Committee or the Chairman deem advisable. The Chairman of the Board, the Corporate Secretary, and the Committee Chairperson agree on the length of regular meetings and the need to schedule additional special meetings.

The annual Committee agenda and individual meeting agendas are developed by the Chairman of the Board and Corporate Secretary in consultation with the Committee Chairperson, with input from appropriate members of management and staff.

The annual Committee agenda and individual meeting agendas are developed by the Chairman of the Board and Corporate Secretary in consultation with the Committee Chairperson, with input from appropriate members of management and staff.

When present, the Chairman will preside at Committee meetings. In his or her absence, Committee members present may appoint a chairman pro temp. The Committee Chairperson reports to the Board on Committee meetings and actions, and the Committee Secretary (who is the Corporate Secretary or an Assistant Corporate Secretary) keeps minutes of all Committee meetings, which are distributed to Committee members for review and approval.

Resources

The Committee will have the resources and authority necessary to discharge its duties and responsibilities. The Committee has sole authority to retain and terminate outside counsel or other experts or consultants, as it deems appropriate including sole authority to approve the firms’ fees and other retention terms. The Company will provide the Committee with appropriate funding, as the Committee determines, for the payment of compensation to outside counsel and other advisors as it deems appropriate, and administrative expenses of the Committee that are necessary or appropriate in carrying out its duties. In discharging its oversight role, the Committee is empowered to investigate any matter brought to its attention. The Committee will have access to the Company’s books, records, facilities, and personnel. Any communications between the Committee and legal counsel in the course of obtaining legal advice will be considered privileged communications of the Company, and the Committee will take all necessary steps to preserve the privileged nature of those communications.


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