Nominating and Governance Committee
The purpose of the Nominating and Governance Committee (the “Committee”) of the
Board of Directors (the “Board”) is to:
Identify individuals qualified to become members of the Board;
Recommend to the Board the persons to be nominated by the Board for election as directors and to fill any vacancies on the Board and the persons for
appointment to Board committees;
Develop and recommend to the Board, and from time to time evaluate, the Company's Corporate Governance
Guidelines (the “Guidelines”) and otherwise take a leadership role in shaping and evaluating the corporate governance of the Company;
Oversee the evaluation of the Board.
B.) Structure and Membership
1. Number. The Committee shall consist of at least three members of the Board. Any member of the Committee may resign at any time by giving written notice of his or her resignation to the Chair.
2. Independence. Except as otherwise permitted by the applicable rules of the New York Stock Exchange, each member of
the Committee shall be an "independent director" as determined in accordance with the
applicable rules of the New York Stock Exchange.
3. Chair. Unless the Board elects a Chair of the Committee, the Committee shall elect a Chair
by majority vote.
4. Compensation. The compensation of Committee members shall be as determined by the
5. Selection and Removal. Members of the Committee shall be appointed by the Board. The
Board may remove members of the Committee from such committee, with or without cause.
C.) Authority and Responsibilities
1. The Committee shall discharge its responsibilities, and shall assess the information
provided by the Company's management, in accordance with its business judgment.
Board and Committee Membership
2. Selection of Director Nominees. Except where the Company is legally required by contract or otherwise to provide third
parties with the ability to nominate directors, the Committee shall be responsible for (i)
identifying and evaluating individuals qualified to become Board members (ii) recommending, prior to any meeting where an election of directors is to be held, to the Board the
persons to be nominated by the Board for election or reelection as directors including any nominees submitted by stockholders under and in accordance with the provisions of the Company’s
Bylaws and (iii) recommending, after a vacancy has arisen or a director has submitted
his or her resignation, to the Board the persons to
be appointed to fill any vacancies.
Criteria for Selecting Directors.
The Board's criteria for selecting directors are as set forth in the Guidelines. The Committee shall use such criteria and the principles set forth
in such Guidelines to guide its director selection process. The Committee shall be responsible for reviewing with the
Board, on at least an annual basis, (a) the organization of the Board in
terms of Board procedures, size and membership, and (b) the composition of the
Board in terms of independence, expertise, experience and special
knowledge required for the effective discharge of the Board’s responsibilities, and
recommend to the Board any changes the Committee believes appropriate or
4. Majority Vote Withhold Policy. In accordance with the Company's Majority
Withhold Vote policy, as set forth in the Guidelines, the Committee shall evaluate
the appropriateness of continued Board membership of any director who, in an
uncontested election, receives a greater number of votes “against” than votes "for"
his or her election and make a recommendation to the Board as to the action, if any,
it deems appropriate to be taken with respect to the voting results.
The Committee shall have the sole authority to retain and terminate any search firm to be used to identify director candidates, including sole authority to approve the search firm's fees and other retention terms. The Committee is empowered, without further action by the Board, to cause the Company to pay the compensation of any search firm engaged by the Committee.
Selection of Committee Members.
The Committee shall be responsible for reviewing with the Board, on at least an annual basis, the structure and membership of the Board committees, and will recommend to the Board any changes the Committee believes appropriate or desirable. In addition, the Committee shall be responsible for recommending to the Board the directors to be appointed to each committee of the Board.
Report Regarding Committee Functions and Communications Between Security Holders and Boards of
The Committee shall be responsible for the preparation of the disclosures required by Paragraphs (d)(2) and
(h) of Item 7 of Schedule 14A to be included in the company's proxy statement relating to Committee functions
and communications between the Company's stockholders and the Board. The Committee also shall be responsible for
reviewing periodically, and at least on an annual basis, the Company's policies and procedures underlying such
disclosures and, where the Committee deems it appropriate, recommending to the Board changes to such policies and
Corporate Governance Guidelines.
The Committee shall, from time to time as it deems appropriate, review and reassess
the adequacy of the Company's Corporate Governance Guidelines and recommend any proposed changes to the Board
The Committee shall annually review and reassess the adequacy of the Company's ethics and
compliance program, including the Company's Code of Ethics and Business Conduct, and recommend revisions, amendments or modifications to the Board for approval.
Evaluation and Compensation of the Board; Succession Planning
Evaluation of the Board and Committees.
The Committee shall be responsible for overseeing an annual selfevaluation
of the Board to determine whether it and its committees are functioning effectively. The Committee shall
determine the nature of the evaluation, supervise the conduct of the evaluation and be responsible for preparation of an
assessment of the Board's performance, to be discussed with the Board.
Succession of Senior Executives.
The Committee of the Board shall be responsible for
working with the Chief Executive Officer, the Chairman, and the Compensation Committee to plan for Chief Executive
Officer succession, as well as to develop plans for interim succession for the Chief Executive Officer in the event of an
unexpected occurrence and to ensure that adequate succession plans are in place for other members of the Company's
executive management and other key personnel within the Company. Succession planning may be reviewed more
frequently by the Committee as it deems warranted.
D.) Procedures and Administration
The Committee shall meet as often as it deems necessary in order to perform its
responsibilities. The Committee shall keep such records of its meetings as it shall deem appropriate.
The Committee Shall be entitled to form and delegate any or all of its responsibilities to one or more
subcommittees (including a subcommittee consisting of a single member) to the extent consistent with
the Company’s Charter, Bylaws, Guidelines and the applicable law and rules of markets in which the Company’s securities then trade.
Reports to the Board.
The Committee shall report regularly to the Board regarding the activities of the Committee, including any
recommendations to the Board.
The Committee shall periodically review and reassess the adequacy of this Charter and recommend any proposed changes to the Board for approval.
The Committee shall have the authority to engage such
independent legal and other advisors as it deems necessary or appropriate to carry out its responsibilities. Such
independent advisors may be the regular advisors to the Company. The Committee is empowered, without further action
by the Board, to cause the Company to pay the compensation of such advisors as established by the Committee.
The Committee shall have the authority to conduct or authorize
investigations into any matters within the scope of its responsibilities as it shall deem appropriate, including the authority
to request any officer, employee, or advisor of the Company to meet with the Committee or any advisors engaged by the
At least annually, the Committee shall evaluate its own performance, including its compliance with this charter, and provide the Board with any recommendations for changes in procedures or policies governing the Committee.
Additional Powers. In addition to the powers and responsibilities expressly delegated to the Committee in this charter, the Committee shall take such other actions or have such other duties as may be required by law, assigned by the Company's Bylaws or Guidelines, or delegated from time to time by the Board.