Nominating & Corporate Governance Committee Charter

Purpose

The Nominating and Corporate Governance Committee (the “Committee”) is created by the Board of Directors of the Corporation (the “Board”) to:

  • identify individuals qualified to become Board members, and recommend to the Board director nominees for election at the next annual or special meeting of shareholders at which directors are to be elected, or to fill any vacancies or newly created directorships that may occur between such meetings;

  • recommend directors for appointment to Board committees; make recommendations to the Board as to determinations of director independence;

  • oversee the evaluation of the Board; and

  • develop and recommend to the Board the Corporate Governance Guidelines and Code of Business Conduct and Ethics for the Corporation and oversee compliance with such Guidelines and Code.

Membership

The Committee shall consist of at least three members, comprised solely of independent directors meeting the independence requirements of the New York Stock Exchange. The independent members of the Board shall recommend nominees for appointment to the Committee annually and as vacancies or newly created positions occur. Committee members shall be appointed by the Board and may be removed by the Board at any time. The Committee shall recommend to the Board, and the Board shall designate, the Chair of the Committee.

Responsibilities

In addition to any other responsibilities which may be assigned from time to time by the Board, the Committee is responsible for the following matters:

Board/Committee Nominees

  • The Committee shall oversee searches for and identify qualified individuals for membership on the Corporation’s Board.

  • Establish and regularly review with the Board the criteria for selecting new directors, which will be described in the Corporation’s Corporate Governance Guidelines.

  • The Committee shall recommend individuals for membership on the Corporation’s Board and its committees. In making its recommendations for Board and committee membership, the Committee shall:

    • review candidates’ qualifications for membership on the Board or a committee of the Board (including making a specific determination as to the independence of each candidate) based on the criteria approved by the Board (and taking into account the enhanced qualifications that may be required under law or New York Stock Exchange rules for Audit Committee or Compensation Committee membership purposes);

    • in evaluating current directors for re-nomination to the Board or re-appointment to any Board committees, assess the performance of such directors;

    • consider all candidates recommended by the Corporation’s shareholders in accordance with the procedures set forth in the Corporation’s annual proxy statement;

    • periodically review the size, structure and composition of the Board and its committees in light of the current challenges and needs of the Board, the Corporation and each committee, and determine whether it may be appropriate to add or remove individuals after considering issues of independence, personal characteristics, diversity, age, skills, background, professional experience, and ability to devote time to Board responsibilities;

    • consider rotation of committee members and committee Chairs; and

    • consider any other factors that are set forth in the Corporation’s Corporate Governance Guidelines or are deemed appropriate by the Committee or the Board;

Evaluating the Board and Its Committees

  • The Committee shall lead an annual self-evaluation of the Board and each committee thereof to determine whether they are functioning effectively. The Committee shall oversee the evaluation process and report on such process and the results of the evaluations, including any recommendations for proposed changes, to the Board.

  • At least annually, the Committee shall review the evaluations prepared by each Board committee of such committee’s performance and consider any recommendations for proposed changes to the Board.

  • The Committee shall periodically review the size and responsibilities of the Board and its committees and recommend any proposed changes to the Board.

Corporate Governance Matters

  • The Committee shall develop and recommend to the Board the Corporate Governance Guidelines and Code of Business Conduct and Ethics for the Corporation. At least annually, the Committee shall review and reassess the adequacy of such Corporate Governance Guidelines and Code of Business Conduct and Ethics and recommend any proposed changes to the Board.

  • The Committee shall be responsible for any tasks assigned to it in the Corporation’s Corporate Governance Guidelines.

  • The Committee shall oversee compliance with the Corporation’s Corporate Governance Guidelines and Code of Business Conduct and Ethics and report on such compliance to the Board. The Committee shall also review and consider any requests for waivers of the Corporation’s Corporate Governance Guidelines or Code of Business Conduct and Ethics for the Corporation’s directors, executive officers and other senior financial officers, and shall make a recommendation to the Board with respect to such request for a waiver.

  • The Committee shall review potential conflicts of interest involving directors and shall determine whether such director or directors may vote on any issue as to which there may be a conflict.

  • The Committee shall review all related party transactions and determine whether such transactions are appropriate for the Corporation to undertake and in accordance with any applicable law. If so, the Committee is authorized to approve such transactions.

  • The Committee shall assist management in the preparation of the disclosure in the Corporation’s annual proxy statement regarding director independence and the operations of the Committee.

Reporting to the Board

  • The Committee shall report to the Board periodically. This report shall include a review of any recommendations or issues that arise with respect to Board or committee nominees or membership, Board performance, corporate governance or any other matters the Committee deems appropriate or are requested to be included by the Board.

  • At least annually, the Committee shall evaluate its own performance and report to the Board on such evaluation, which shall compare the performance of the Committee with the requirements of this charter. The report to the Board may take the form of an oral report by the Chair of the Committee or any other member of the Committee designated by the Committee to make this report.

  • The Committee shall periodically review and assess the adequacy of this charter and recommend any proposed changes to the Board for approval.

 Resources and Authority

The Committee shall have the resources and authority appropriate to discharge its duties and responsibilities, including the authority to select, retain, terminate, and approve the fees and other retention terms of special counsel or other experts or consultants, as it deems appropriate, without seeking approval of the Board or management. The Committee shall also have the resources and authority to select, retain, terminate, and approve the fees and other retention terms of consultants or search firms assisting the Committee in identifying director candidates.

The Committee may delegate its authority to subcommittees or the Chair of the Committee when it deems appropriate and in the best interests of the Corporation.

 Meetings and Procedures

The Committee shall meet as often as it determines is appropriate to carry out its responsibilities under this charter. The Chair of the Committee, in consultation with the other Committee members, shall determine the frequency and length of the Committee meetings and shall set meeting agendas consistent with this charter. Members of the Committee may participate in a meeting of the Committee by conference call or through similar communications equipment by means of which all persons participating in the meeting can hear each other. The Committee shall maintain minutes of Committee meetings.

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