Governance and Nominating Committee*
Governance and Nominating Committee Charter
There shall be a Committee of the Board of Directors to be known as the Governance and Nominating Committee (the "Committee"). The Committee, including the Chair thereof, shall be appointed by the Board of Directors and shall comprise at least three directors, all of whom are independent of the management of the Company, are independent as defined in the New York Stock Exchange Rules and the Corporate Governance Principles of the Company and are free of any relationship that in the opinion of the Board of Directors would interfere with his/her exercise of independent judgment as a Committee member. A Committee member will serve during his or her respective term as a director, subject to earlier removal by a majority vote of the Board.
Subject to the Company's Bylaws and resolutions of the Board, meetings of the Committee may be held at any place from time to time as designated by the Chair of the Committee. A majority of the members of the Committee then in office shall constitute a quorum for the transaction of business, and the act of a majority of those present at any meeting at which a quorum is present shall be the act of the Committee. Any action required or permitted to be taken at any meeting of the Committee may be taken without a meeting, if prior to such action all members of the Committee consented thereto in writing and the writing is filed with the minutes of proceedings of the Committee. The Committee shall keep a record of its actions and proceedings, and the Chair of the Committee shall make a report thereof from time to time to the Board.
Statement of Policy
The Governance and Nominating Committee reviews the role, composition, and structure of the Board and its committees. The Committee has the responsibility for evaluating and advising the Board on the Company's approach to corporate governance, including the adoption of Corporate Governance Principles subject to Board approval. It also reviews and evaluates Board members in determining the annual directors' slate and identifies new director nominees.
Roles and Responsibilities
The Committee's roles and responsibilities are to:
1. Identify, evaluate and recommend qualified candidates to serve as Directors of the Company, consistent with the selection and qualification criteria approved by the Board, and Directors to serve on the various Board committees, including to:
- Recommend selection and qualification criteria for Board members for approval by the Board.Candidates are selected for, among other things, integrity, independence, demonstrated leadership and diversity of backgrounds and skills. Criteria include diverse and global experience at the operational, development, and policymaking levels in business, management, marketing, finance, technology, human resources, communications, education, government and healthcare.
- Evaluate and recommend for Board approval candidates for nomination as Directors and candidates to fill Board vacancies.
- Consider nominees recommended by stockholders for election as Directors in accordance with the Company's Bylaws and applicable laws.
- Determine selection and qualification criteria for Board committee members;
- Have authority to retain or terminate any search firm to be used to identify director candidates, including authority to approve the search firm's fees and other retention terms.
- Evaluate and recommend for Board approval Directors to serve as Board committee members, to serve as chair of Board committees and to fill Board committee member vacancies.
- Review and make recommendations to the Board regarding succession planning for Board leadership positions, including Chairman of the Board and the chairs of Board committees, and prepare for Board vacancies.
2. Review and make corporate governance recommendations to the Board, including to:
- Develop and recommend Corporate Governance Principles for adoption by the Board.
- Make recommendations regarding the size and composition of the Board and the composition and responsibilities of Board committees.
- Oversee the administration of the stock ownership guidelines established by the Board for non-employee directors.
- Review and make recommendations regarding the effectiveness of and the evaluation process for the Board, its committees, individual Directors, the Chairman and management and any other matter contemplated in the Corporate Governance Policies of the Company.
- Review the Company's response to any proposal submitted by stockholders for inclusion in the Company's annual proxy statement.
3. Oversee orientation of Directors and continuing education of Directors in areas related to the work of the Board and the Directors' committee assignments.
4. Review and make recommendations to the Board regarding compensation for service as a Director, including incentive and deferred compensation plans and awards or grants thereunder.
5. Have sole authority for retaining and terminating any consulting firm used to assist the Committee in the evaluation of the compensation of the Directors, including sole authority for approving the fees and other terms for any such retention.
6. Ensure that any consulting firm (including its affiliates) retained by the Committee to assist in the evaluation of the compensation of the Directors has not received, and will not receive, during any such fiscal year payment from the Company for the performance of any other services for the Company (other than a de minimus amount of services having an aggregate value of less than $120,000 during any such fiscal year and excluding any payment for services rendered to the Board or another Board Committee).
7. Consider any resignation from the Board submitted by a Director in the event of material changes in such Director's employment or business association or in the event that such Director fails to receive the required vote for re-election as set forth in the Company's Corporate Governance Principles, and make recommendations to the Board as to whether such resignation should be accepted by the Board.
8. Oversee the evaluation of the Board and Board committees.
9. Review trends and issues related to corporate governance and related matters.
10. Review the Committee Charter annually and recommend any proposed changes to the Board for approval.
11. Conduct an annual performance evaluation of the Committee.
Adopted by the Board on October 29, 2003.
Amended by the Board on November 8, 2007.
Amended by the Board on November 13, 2008.
Amended by the Board on November 12, 2009.
Amended by the Board on November 10, 2011.
Amended by the Board on November 15, 2012.
Amended by the Board on November 14, 2013.
- Financial Expert
- Independent Director