Nominating & Governance
NOMINATING & GOVERNANCE COMMITTEE CHARTER
Purpose
The Nominating & Governance Committee is appointed by the Board (1) to assist the
Board by identifying individuals qualified to become board members, and to recommend
to the Board the director nominees for the next annual meeting of shareholders;
(2) to recommend to the Board the Corporate Governance Guidelines applicable to
the Company; and (3) to lead the Board in its annual review of the Board's performance.
Committee Membership
The Nominating & Governance Committee shall consist of no fewer than three members.
The members of the Nominating & Governance Committee shall meet the independence
requirements of the New York Stock Exchange.
The members of the Nominating & Governance Committee shall be appointed and replaced
by the Board.
Committee Authority and Responsibilities
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The Nominating & Governance Committee shall have authority to obtain advice and
assistance from internal or external legal, accounting or other advisors.
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The Nominating & Governance Committee shall actively seek individuals qualified
to become Board members for recommendation to the Board.
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The Nominating & Governance Committee shall receive comments from all directors
and report annually to the Board with an assessment of the Board's performance,
to be discussed with the full Board following the end of each fiscal year.
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The Nominating & Governance Committee shall review and reassess the adequacy of
the Corporate Governance Guidelines of the Company and recommend any proposed changes
to the Board for approval.
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The Nominating & Governance Committee may form and delegate authority to subcommittees
when appropriate.
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The Nominating & Governance Committee shall make regular reports to the Board.
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The Nominating & Governance Committee shall review and reassess the adequacy of
this Charter annually and recommend any proposed changes to the Board for approval.
The Nominating & Governance Committee shall annually review its own performance.