The purpose of the Nominating & Governance Committee is to:
Identify individuals qualified to become Board members, consistent with criteria approved by
the Board;
Assist the Board in determining the size, structure, composition, processes and practices of
the Board and its Committees and assessing director independence and qualification;
Oversee the Board and executive management performance evaluation processes and monitor the
effectiveness of the Board and its Committees;
Assist the Board in management succession planning; and
Assist the Board in enhancing (i) the quality of the Company's corporate governance - as
reflected in the Company's Corporate Governance Guidelines, and (ii) the effectiveness of the
Company's compliance and ethics programs - as reflected in the Company's Code of Business Conduct
& Ethics.
Membership and Subcommittees
The Nominating & Governance Committee shall consist of such number of members of the Board of
Directors of the Company as shall be appointed by the Board from time to time, but in no event shall
the Committee consist of fewer than three members. The Board of Directors shall designate
the Chairperson of the Committee. Each member of the Nominating & Governance Committee shall
meet the applicable independence requirements of the New York Stock Exchange and any other legal
requirements applicable to Committee members. The Board of Directors may change the membership of the
Committee at any time.
Unless otherwise prohibited by the Company's Certificate of Incorporation or Bylaws, the Nominating
& Governance Committee may form and delegate authority to any subcommittee as it deems appropriate
or advisable.
Functions, Powers and Responsibilities
The Nominating & Governance Committee shall:
Board of Directors and Committees
1.
Annually review with the Board of Directors the criteria, including any minimum qualifications and any
necessary qualities or skills, for Board membership, which are set forth in the Company's Corporate
Governance Guidelines.
2.
Identify, evaluate and recruit individuals qualified for Board membership.
3.
Periodically review the procedures to be followed by the Company's stockholders in
recommending prospective director nominees, which are set forth in the Company's
Corporate Governance Guidelines.
4.
Consider director nominees proposed by the Company's stockholders.
5.
Recommend to the Board director nominees to be proposed for election at the annual
meeting of stockholders or to be elected by the Board to fill vacancies or newly-created
directorships.
6.
Recommend to the Board of Directors nominees for appointment, including a
Chairperson, to each committee of the Board.
7.
Review and make recommendations to the Board of Directors with respect to the size, structure,
composition, processes and practices of the Board and the Board committees.
8.
Review each mandatory offer of resignation by a Board member and recommend an appropriate
course of action to the Board of Directors.
Director Independence and Qualification
9.
Periodically review the Company's standards of director independence and
recommend any proposed changes to the Board of Directors for approval.
10.
In accordance with the Company's standards of director independence and the applicable
independence and qualification requirements of the New York Stock Exchange and any other
applicable law, assess and make recommendations to the Board of Directors with respect to
each Board member's independence and qualification (e.g., financial expertise of Audit
Committee members).
Orientation of New Directors; Continuing Education
11.
Oversee the orientation program for new Board members.
12.
Review and make recommendations to the Board of Directors with respect to the
Company's process for the continuing education of Board members.
Director Search Firms
13.
Have the sole authority to retain and terminate any search firm used to identify director candidates
and to approve such search firm's fees and other retention terms.
Performance Evaluations
14.
Implement and oversee the annual performance evaluation of the Board of Directors, each committee
of the Board (including a review by the Nominating & Governance Committee of its own performance)
and each Board member; review the results of each Board Committee's evaluation; and report to the
Board of Directors the results of the full Board, Nominating & Governance Committee and, as appropriate,
individual director evaluations.
15.
Oversee the processes by which the CEO and executive management are evaluated.
Corporate Governance Guidelines
16.
Periodically review the Company's Corporate Governance Guidelines and recommend any proposed
changes to the Board of Directors for approval.
Compliance and Ethics
17.
Periodically review the Company's Code of Business Conduct & Ethics and recommend any
proposed changes to the Board of Directors for approval.
18.
Oversee and periodically discuss with the Company's General Counsel or his or her designees
the implementation and effectiveness of the Company's compliance and ethics programs,
including the Company's Code of Business Conduct & Ethics.
19.
In consultation with the Audit Committee, monitor the Company's compliance with legal
and ethical requirements.
20.
Review and make recommendations to the Board of Directors regarding
potential waivers of the Code of Business
Conduct & Ethics involving Board members or executive management.
Related Person Transactions and Conflicts of Interest
21.
Periodically review the Company's procedures for the review and preapproval of related person transactions.
22.
In accordance with such procedures, review all related person transactions (as defined therein) and certain other conflicts of interest involving Board members or executive management, and determine whether to preapprove (or, if appropriate, to recommend that the full Board preapprove) such transactions or conflicts.
Management Succession Planning
23.
In consultation with the Chairman of the Board and Chief Executive
Officer, evaluate potential successors to the Chairman of the Board
and Chief Executive Officer and other members of executive management
and report annually to the Board of Directors on succession planning.
Other
24.
Review and make recommendations to the Board of Directors with respect
to any stockholder proposal that relates to corporate governance or
corporate compliance and ethics.
25.
Annually review and reassess the adequacy of this charter and recommend
any proposed changes to the Board of Directors for approval.
26.
Report regularly to the Board of Directors on matters within the scope of
the Committee, as well as any special issues that merit the attention of
the Board.
27.
Perform such other duties required by law or otherwise as are necessary or
appropriate to ensure the effective functioning of the Board of Directors,
high quality corporate governance and effective compliance and ethics
programs, or as the Board of Directors may from time to time assign to it.
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