The Nominating and Corporate Governance Committee (the "Committee") is created by the Board of Directors of the Company 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;
oversee and set compensation for the Company's directors; and
develop and recommend to the Board the Corporate Governance Guidelines and the Code of Business Conduct and Ethics.
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 Chairman 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 identify qualified individuals for membership on the Company's Board, consistent with criteria to be approved by the Board.
The Committee shall recommend to the Board individuals for membership on the Company'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 independence, financial literacy and financial expertise standards that may be required under law or the New York Stock Exchange rules for Audit 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;
periodically review the composition of the Board and its committees in light of the current challenges and needs of the Board, the Company and each committee, and determine whether it may be appropriate to add or remove individuals after considering issues of judgment, diversity, age, skills, background and experience;
consider rotation of committee members and committee Chairmen; and
consider any other factors that are set forth in the Company's Corporate Governance Guidelines or are deemed appropriate by the Committee or the Board.
Evaluating the Board and Its Committees
As appropriate, the Committee shall lead the Board in self-evaluations to determine whether it and is 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.
Director Compensation
The Committee shall review and approve compensation (including stock option grants and other equity-based compensation) for the Company's directors.
Corporate Governance Matters
The Committee shall develop and recommend to the Board the Corporate Governance Guidelines for the Company.
The Committee shall be responsible for any tasks assigned to it in the Company's Corporate Governance Guidelines.
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 that the Committee deems appropriate or is 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.
The Committee shall periodically review and assess the adequacy of this charter and recommend any proposed changes to the Board for approval.
Authority
The Committee has the sole authority to retain and terminate any search firm assisting the Committee in identifying director candidates, including sole authority to approve all such search firm's fees and other retention terms. In addition, the Committee has the sole authority to retain and terminate any compensation consultant assisting the Committee in the evaluation of director compensation, including sole authority to approve all such compensation consultant's fees and other retention terms.
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 Company.
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.
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