Revised effective October 2, 2007
Reviewed as of August 2, 2016
Member Qualification and Selection
The Corporate Governance and Nominating Committee and its Chair shall be appointed by the Board of Directors, to serve at the discretion of the Board, and shall be comprised of at least three directors, each of whom shall meet applicable independence requirements, including those of the New York Stock Exchange.
The Committee shall meet regularly, or more frequently as the Committee as a whole or the Chair may from time to time determine to be appropriate. At all meetings of the Committee a majority of the Committee members shall be necessary to constitute a quorum for the transaction of business. Members of the Committee may participate in meetings by means of conference telephone or similar communications equipment whereby all persons participating in the meeting can hear each other, and such participation shall constitute presence in person at the meeting.
Statement of Policy
The Committee shall identify and evaluate individuals for Board and committee membership and chairs, make recommendations to the Board concerning the selection of director nominees for the next annual meeting of stockholders (or special meeting, as the case may be), make recommendations as to the size and composition of the Board and its committees, oversee the evaluation of the Board and its committees and periodically review the Company’s corporate governance principles and practices and independence standards. The Committee shall also oversee the Company’s conflict of interest policies, codes of ethics, political activities, and compliance with laws and regulations, and make such recommendations to the Board that the Committee deems appropriate concerning any changes in such policies and activities and the Board’s operations as provided thereby.
Responsibilities and Processes
A. Director Nominations and Board Structure
B. Director Compensation
C. Director Training, Orientation and Evaluation
D. Corporate Governance
E. Conflict of Interest
Approve the conflict of interest policies of the Company, oversee and advise management with respect to management’s implementation of such policies, and make recommendations to the Board for any changes, amendments and modifications to such policies which the Committee shall deem desirable.
Approve the Company’s codes, policies and practices relating to ethics and compliance with law, oversee and advise management with respect to management’s implementation thereof, and make recommendations to the Board for any changes, amendments and modifications thereof which the Committee shall deem desirable.
G. Political Activities
Review periodic reports regarding the Company’s political action committees and review annually Company activities regarding state and local government ballot and bond issues.
H. Other Matters
The Committee and its members shall have unrestricted access to management. The
Committee shall have sole discretion, in its areas of responsibility, at Company expense, to retain and terminate independent advisors, including sole authority to approve the fees and retention terms for such advisors, if it shall determine the services of such advisors to be necessary or appropriate. Should any member of the Committee believe that participation of management or independent advisors in any discussion of a particular subject at any meeting would be advisable, they are free to make such request.
Be available to the Chairman of the Board, the Chief Executive Officer and other Directors for consultation concerning candidates as Directors and perform such other functions which from time to time may be assigned by the Board of Directors.
The Committee may, when appropriate in its discretion, delegate authority with respect to specific matters to one or more members, provided that all decisions of any such members are presented to the full Committee at its next scheduled meeting.
Reports to Board and Performance Evaluation
The Committee shall report to the Board of Directors regularly regarding issues that arise in connection with the performance of its responsibilities outlined herein. The Committee shall review and reassess the adequacy of this Charter at least annually and obtain the approval of the Board of Directors for any proposed change to the Charter. The Committee shall conduct an annual evaluation of its performance pursuant to procedures established by the Committee.