Nominating and Governance Committee Charter
Adopted August 11, 2003
As Amended through February 28, 2006
A. Statement of Policy
The Nominating and Governance Committee shall provide assistance to the Board of Directors of the Company in fulfilling the Board's responsibilities for (i) director nominations and Committee appointments; (ii) establishing compensation for members of the Board; and (iii) developing a set of principles applicable to the Company’s corporate governance.
B. Organization
The members of the Nominating and Governance Committee shall be appointed by the Board of Directors and may be removed only by the Board. The Committee shall meet on the call of its chairman, but no less often than four times per year. The Committee has the sole authority to retain and terminate any consulting or search firm to be used to identify director candidates, including the sole authority to approve the firm's fees and other retention terms. Half of the members of the Committee shall be a quorum to transact business. The Committee shall maintain minutes of each meeting and shall report on matters considered at Committee meetings to the Board at the next regularly scheduled Board meeting.
C. Qualifications
The Committee shall be composed entirely of independent directors determined in accordance with the Company's Corporate Governance Principles. The Committee shall have at least three members, two of whom possess expertise in governance issues or have substantial leadership experience.
D. Powers, Duties and Responsibilities
In discharging its responsibilities, the Committee shall:
- actively seek and meet with individuals qualified to become members of the Board, consistent with criteria approved by the Board and included in the Company's Corporate Governance Principles;
- from time to time, recommend candidates for election by the Board to fill vacancies on the Board or on any Committee of the Board;
- subject to the Amended and Restated By-Laws of the Company, recommend to the Board the number of directors that shall constitute the whole Board;
- identify individuals qualified to become Board members, and recommend to the Board director nominees for approval by stockholders at an annual meeting of stockholders or special meeting of stockholders;
- recommend to the Board the establishment, charter, membership and chairmanship of the various Committees of the Board;
- recommend to the Board Corporate Governance Principles for the Company;
- consider and advise the Board on other matters relating to the affairs or governance of the Board;
- assist the Board in developing a director orientation program and in implementing director continuing education programs;
- inquire annually of management's plan for determining compliance with the Company's policies on business ethics and practices;
- inquire of senior management of known or potential instances of non-compliance with applicable laws, regulatory policies and the Company's Code of Conduct and Ethics as they relate to the functions and responsibilities of the Committee;
- oversee all proposed amendments to the organizational and governance documents of the Company;
- annually, review and update this charter for consideration by the Board;
- annually, evaluate the performance and function of the Committee, and report to the Board the results of such evaluation (such report may be written or oral);
- survey and receive comments from each director and report annually to the full Board with an assessment of the Board's performance; and
- such additional duties or responsibilities as the Board may determine from time to time.
E. Delegation to Subcommittee
The Committee, in its discretion, may delegate all or a portion of its duties and responsibilities to a subcommittee consisting of one or more members of the Committee; provided, however, that any such subcommittee must conduct its business in accordance with this charter.
