HORMEL FOODS CORPORATION
GOVERNANCE COMMITTEE CHARTER
The purposes of the Governance Committee are to identify and recommend individuals qualified to become members of the Board of Directors, to oversee succession planning for the Corporation's Chief Executive Officer, to ensure the Corporation's personnel resources are being managed responsibly and effectively, and to develop and recommend to the Board a set of corporate governance principles applicable to the Corporation.
The Committee will consist of two or more members of the Board appointed from time to time by the Board. The Committee will consist solely of nonemployee Directors who meet the independence requirements of the New York Stock Exchange. Members of the Committee are subject to removal at any time by a majority of the Board. Any resulting vacancy may be filled by the Board.
DUTIES AND RESPONSIBILITIES
The Committee will:
The Committee will provide regular reports of its activities to the Board.
The Committee will meet once annually, or more frequently as circumstances dictate. A majority of the members of the Committee will constitute a quorum for the transaction of business.
RESOURCES AND AUTHORITY
The Committee will have the resources and authority appropriate to discharge its responsibilities, including the authority to use internal personnel and to engage external search firms to identify director candidates, and will have sole authority to retain and terminate any such search firm and to approve the fees and other retention terms related to the appointment of such firm.
The Committee may delegate its authority to subcommittees established by the Committee from time to time, which subcommittees will consist of one or more members of the Committee and will report to the Committee.
ADOPTION OF CHARTER
This amended and restated Charter was adopted by the Board of Directors on January 27, 2009.
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