Corporate Governance & Nominating Committee Charter
The purpose of the Corporate Governance & Nominating Committee ("Committee") is to:
- Exercise general oversight with respect to the governance of the Board of Directors.
- Review the qualifications of and recommend to the Board of Directors proposed nominees for election to the Board.
- Evaluate and recommend to the Board corporate governance practices applicable to the corporation.
- Appraise the framework for assessment of Board performance and the Board self-evaluation.
- The Committee shall be composed solely of non-management directors, not fewer than three in number.
- Each member of the Committee shall meet the independence standards of the New York Stock Exchange corporate governance listing standards as of the Firm's most recent annual meeting, as applied to members of the Audit Committee, and the Firm's standards of independence as provided in the Corporate Governance Principles of the Board.
- Membership on the Committee is reviewed each year by the Committee and approved by the Board, which also designates a Chair for the Committee. Each Committee member and Chair serves at the pleasure of the Board.
- The Committee shall meet as often as it determines is appropriate, but not less frequently than three times per annum. The Chair shall preside at all meetings of the Committee and shall set the agenda.
- The Committee may ask any officer or employee of the Firm to attend the meeting of the Committee or for such persons to meet with any members of, or advisors to, the Committee.
- The Committee has authority to retain advisers when it deems appropriate, including approval of fees and terms of retention, without the prior permission of the Board or management, and shall be provided the necessary resources for such purposes.
- The Committee shall report periodically to the Board, generally at the next regularly scheduled Board meeting following a Committee meeting, on actions taken and significant matters reviewed by the Committee.
The Corporate Governance & Nominating Committee shall have the following duties and responsibilities:
- Make recommendations to the full Board regarding its size and composition and the tenure of directors.
- Identify individuals qualified to become Board members who reflect the criteria specified in the Corporate Governance Principles of the Board.
- Recommend to the Board nominees to fill vacancies on the Board and the nominees to stand for election as directors at the next annual meeting of stockholders (or, if applicable, a special meeting of stockholders).
- Exercise sole authority to retain any search firm to be used to identify director candidates, including sole authority to approve the search firm's fees and other retention terms.
- Review and make recommendations to the Board regarding Board compensation.
- Review the duties and composition of committees of the Board, including a review of the criteria for composition of the Audit Committee under the rules of the New York Stock Exchange and under the Federal Deposit Insurance Corporation Improvement Act of 1991 (FDICIA), a review of the criteria for composition of the Compensation & Management Development Committee under the rules of the New York Stock Exchange, under Section 162(m) of the Internal Revenue Code and under Section 16 of the Securities Exchange Act of 1934, and review the criteria for composition of the Corporate Governance & Nominating Committee under the rules of the New York Stock Exchange, and identify and recommend to the Board directors qualified to become members of each Board committee, taking into account such listing and regulatory criteria (if applicable) as well as such other factors as the committee deems appropriate.
- Review stockholder proposals and proposed responses.
- Review and recommend to the Board the Corporate Governance Principles of the Board and any proposed changes to such Principles.
- Periodically appraise the framework for assessment of Board performance and the Board self-evaluation discussion.
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- The Corporate Governance & Nominating Committee will review, at least annually, the committee's charter and recommend any proposed changes to the Board for approval. The Corporate Governance & Nominating Committee shall prepare, and report to the Board the results of, an annual performance evaluation of the committee, which shall compare the performance of the committee with the requirements of this charter.