The primary functions of the Governance Committee (Committee) are to: review and recommend Board governance policy, organization, and practice; identify and recruit director candidates; and recommend changes in director compensation. These Committee functions were established by Board resolution dated November 22, 2002. The Committee shall review and update this Charter periodically, at least annually, as conditions dictate.
The Committee shall comprise a minimum of three or more directors as determined by the Board, each of whom shall be independent directors as defined by the rules of the New York Stock Exchange and free from any relationship that, in the opinion of the Board, would interfere with the exercise of his or her independent judgment as a member of the Committee. The quorum is one-third of the entire authorized number of members, but no fewer than two persons. The members of the Committee shall be elected by the Board at the annual organizational meeting of the Board and serve until their successors shall be duly elected and qualified.
The Committee shall meet at least two times annually, or more frequently as circumstances dictate. The Committee shall meet in executive session at least once annually.
4.
Responsibilities and Duties
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To fulfill its responsibilities and
duties, the Governance Committee shall:
1. Establish and articulate qualifications, desired background, and selection criteria for members of the Board of Directors in accordance with strategic needs of the Company, governing law and regulations, the Company’s Corporate Governance Guidelines, and other applicable standards;
2. Evaluate and make recommendations concerning the number of directors and composition of the Board;
3. Consider and recruit nominees for Board membership, including the re-election of existing directors, and annually recommend the director nominees for approval by the Board and the shareholders;
4. Examine conflicts of interest involving Board members and senior executives;
5. Review compensation, meeting fees and compensation policies for non-employee directors;
6. Evaluate and make recommendations concerning the number and composition of the Board committees and committee responsibilities and assignments, including rotation of members and qualifications for committee membership and chairmanship;
7. Review and evaluate the structure, organization, performance, and effectiveness of the Board, including annual review of the Company’s Corporate Governance Guidelines;
8. Review and make recommendations to the Board regarding the Company’s response to a shareholder proposal for inclusion in the Company’s annual proxy statement;
9. Recommend processes for and oversee the annual Board evaluation process and the evaluation of all Board consultants;
10. Retain consultants or advisors as necessary to fulfill the responsibilities and duties of the Committee;
11. Recommend Board actions with respect to implementing the resignation and retirement policies of the Board;
12. Establish and recommend to the Board guidelines for the removal of Directors; and
13. Perform any other activities consistent with this Charter, the Corporate Bylaws and governing law and rules, as the Committee or Board deems necessary or appropriate.
rev.
03.26.10
