Standard Pacific Corp.
Nominating and Corporate Governance Committee
Charter
Approved
by the Board of Directors
on October 26, 2009
This charter sets forth the authority and
responsibility of the Nominating and Corporate Governance Committee (the
“Committee”) of the Board of Directors (the “Board”) of Standard Pacific Corp.
(the “Company”).
I.
PURPOSES AND
AUTHORITY
The primary purpose of the Committee is
to assist the Board in:
-
identifying qualified
individuals to become Board members;
-
determining the
composition of the Board and its committees;
-
monitoring a process
to assess Board effectiveness; and
-
developing and
implementing the Company’s corporate governance guidelines.
The
Committee will primarily fulfill these responsibilities by carrying out the
activities listed below in Section V of this charter. Subject to any
restrictions or limitations on the delegation of power and authority imposed by
the rules or regulations promulgated by the Securities and Exchange Commission,
the New York Stock Exchange, or other regulatory authority, or by applicable
law, the Committee shall have and may exercise all the powers and authority of
the Board reasonably necessary or advisable for the Committee to effectuate its
purposes and perform its responsibilities as set forth in this Section I and
Section V of this charter.
II.
COMPOSITION
The Committee shall be appointed annually
to serve at the pleasure of the Board and will be comprised of not less than
three members of the Board who are “independent directors” for purposes of New
York Stock Exchange rules. The Board shall designate one member of the
Committee to serve as Chairman. Vacancies in the Committee may be filled at
any meeting of the Board.
III.
MEETINGS
The
Committee shall meet at least annually, or more frequently as circumstances
dictate. Regular meetings of the Committee may be held without call or notice
at such times and places as the Committee from time to time may fix. Special
meetings of the Committee may be called by the Chairman of the Committee or by
the Secretary of the Company when requested to do so by any two members of the
Committee. Notice shall be given in the same manner as notice of special
meetings of the Board.
Any
action required or permitted to be taken at any meeting of the Committee may be
taken without a meeting if consent in writing is given thereto by all members
of the Committee and such consent is filed with the minutes.
Minutes
of the meetings of the Committee will be prepared promptly by the Secretary of
the Company or a delegate. The Secretary shall cause to be kept in the minute
books of the Company the minutes of the meetings of the Committee. These
minutes shall be made available to the members of the Board from time to time
for their information.
IV.
QUORUM
A
majority of the members of the Committee, but no fewer than two persons, shall
constitute a quorum for the transaction of business at any meeting of the
Committee. Any action of the Committee to be effective must be authorized by
the affirmative vote of a majority of the members thereof present and in any
event shall require not less than two affirmative votes.
V.
RESPONSIBILITIES AND DUTIES
To
fulfill its responsibilities and duties the Committee shall:
Identify Qualified
Individuals to Become Board Members
1.
The Committee will
annually provide to the Board for its approval a slate of potential Board
member nominees to be presented to the Company’s stockholders. When selecting
such nominees the Committee will seek out individuals who have:
-
the highest character and integrity;
-
an ability and desire to make independent and thoughtful
analytical inquiries;
-
meaningful experience at a strategy/policy setting level;
-
outstanding ability to work well with others;
-
sufficient time available to carry out Board member
responsibilities; and
-
freedom from any conflict of interest (other than employment by
the Company of an inside director) that would interfere with his or her
independent judgment and proper performance of responsibilities as a member of
the Board.
Review Board and Board
Committee Structure
2.
The Committee will,
from time to time, review the Board and the Board’s committee structure and
function and will provide the Board annually with a recommended membership
slate for each Committee. The Committee will also recommend additional
committee members to fill vacancies as such vacancies arise.
Corporate Governance
3.
The Committee will
develop and recommend to the Board for its approval a set of corporate
governance guidelines. The Committee will review the guidelines from time to
time and recommend any necessary changes.
Self-Evaluation Process
4.
The Committee will
develop and recommend to the Board for its approval an annual Board
self-evaluation process. The Committee shall administer the annual
self-evaluation process. In addition, the Committee shall:
-
from time to time, consider questions of possible conflicts of
interest of Board members;
-
as necessary, review changes in the occupation, or retirement, of
Board members and whether the new occupation, or retirement, is consistent with
the rationale for originally selecting the person to be a Board member;
-
when presented, review Board member notices regarding invitations
to join other boards of directors; and
-
every year, review each Board member’s continuation on the Board.
General
5.
The Committee will
report to the Board following meetings of the Committee and will perform any other activities consistent
with this charter, the Company’s Certificate of Incorporation and Bylaws and
governing law as the Committee or the Board deems necessary or appropriate.
