The Corporate Governance Committee is appointed by the Board of Directors to (1) identify individuals qualified to become board members, consistent with criteria approved by the Board, (2) recommend to the Board director nominees for the next annual meeting of shareholders, (3) develop and recommend to the Board a set of corporate governance principles applicable to the Company, (4) evaluate the Company's policies and practices and responsibilities with respect to being a corporate citizen, and (5) evaluating certain stockholder proposals. The Corporate Governance Committee is also responsible for the evaluation of the performance of the Chief Executive Officer (CEO) and Board of Directors.
Committee Membership
The Committee will be composed of all directors, who satisfy the definition of "independent" under the listing standards of the New York Stock Exchange. The Committee shall have the authority to delegate any of its responsibilities to subcommittees as the Committee may deem appropriate, provided the subcommittees are composed entirely of independent directors.
Meetings
The Committee shall meet as often as its members deem necessary to perform the Committee's responsibilities, but in no event less than two times a year.
Committee Authority and Responsibilities
The Committee will have the authority, to the extent it deems necessary or appropriate, to retain a search firm to be used to identify director candidates. The Committee shall have sole authority to retain and terminate any such search firm, including sole authority to approve the firm's fees and other retention terms. The Committee shall also have authority, to the extent it deems necessary or appropriate, to retain other advisors. The Company will provide for appropriate funding, as determined by the Committee, for payment of compensation to any search firm or other advisors employed by the Committee.
The Committee will make regular reports to the Board and will propose any necessary action to the Board. The Committee will review and reassess the adequacy of this charter annually and recommend any proposed changes to the Board for approval. The Committee will annually evaluate the Committee's own performance.
The Committee will:
Identify individuals qualified to become members of the Board, consistent with criteria approved by the Board.
Recommend to the Board director nominees to be presented for shareholder approval at the annual meeting.
Develop and recommend to the Board for approval a set of corporate governance principles applicable to the Company and review such principles at least annually and recommend changes as necessary.
Review, evaluate and recommend to the Board the structure and membership of Committees that will assist the Board in carrying out its responsibilities and duties.
Oversee the process for evaluation of the Board and its Committees.
In consultation with management and/or other Committees of the Board, evaluate the Company's procedures, programs, policies and practices with respect to its responsibilities as a corporate citizen and monitor management's actions to correct any non-compliance.
Review and make recommendations to management with respect to the Company's support of socially beneficial efforts, including membership in business organizations and contributions to charity and education.
Monitor the Company's relationships with regulatory and governmental authorities.
In consultation with management, determine the appropriate response to proposals submitted by stockholders (pursuant to rules of the Securities and Exchange Commission) for inclusion in the Company's proxy statements and consideration at its stockholder meetings.
In addition, the Committee will evaluate the performance of the CEO and the senior executives (executives directly reporting to the CEO). In particular, the Committee will evaluate CEO and senior executive performance in light of the Company's goals and objectives. The Chair will report its findings to the Officer Nomination and Compensation Committee, which will use these findings to set CEO and senior executive compensation.
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Ian M. Rolland
Richard A. Abdoo
