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Role

The Governance and Nominating Committee's role is to determine the slate of director nominees for election to the Company's Board of Directors, to identify and recommend candidates to fill vacancies occurring between annual shareholder meetings, to review, evaluate and recommend changes to the Company's Corporate Governance Guidelines and other corporate governance documents, and to review the Company's policies and programs that relate to matters of corporate responsibility, including public issues of significance to the Company and its stakeholders.

Membership

The membership of the Committee consists of at least three directors, each of whom shall be free of any relationship that, in the opinion of the Board, would interfere with his or her exercise of independent judgment, and shall in addition meet the independence requirements established by the Board and the requirements of applicable laws, regulations and listing standards. The Chair of the Board of Directors appoints the chair and members of this Committee, upon recommendation of the Committee. Committee members serve at the pleasure of the Board.

Operations

The Committee meets at least once a year. Additional meetings may occur as the Committee or its chair deems advisable. The Committee will cause to be kept adequate minutes of all its proceedings and will report its actions to the next meeting of the Board. Committee members will be furnished with copies of the minutes of each meeting and any action taken by unanimous consent. The Committee is governed by the same rules regarding meetings (including meetings by conference telephone or similar communications equipment), action without meetings, notice, waiver of notice and quorum and voting requirements as are applicable to the Board. The Committee is authorized to adopt its own rules of procedure not inconsistent with (a) any provision of this Charter, (b) any provision of the Bylaws of the Company, or (c) the laws of the state of Delaware.

Authority

The Committee will have the resources and authority necessary to discharge its duties and responsibilities, including the authority to retain outside counsel, one or more search firms to identify director candidates, or other experts or consultants, as it deems appropriate, and has authority to approve the fees and other retention terms of any such firms. The Committee also has authority to obtain advice from the Company's legal counsel and from Company employees. The Committee may form and delegate any of its authority to subcommittees or to one or more designated members of the Committee.

Responsibilities

The principal responsibilities and functions of the Governance and Nominating Committee are as follows:

• Review and discuss with the Board and executive officers plans for officer development and succession planning for the CEO and other executive officers.



• Annually lead the Board in an evaluation of the performance and effectiveness of the Board to facilitate the directors fulfilling their responsibilities in a manner that serves the interests of the Company's shareholders.



• Regularly review the size of the Board and appropriate characteristics, skills and experience for the Board as a whole and its individual members and make applicable recommendations to the Board.



• Annually present to the Board a list of individuals recommended for nomination for election to the Board at the annual meeting of shareholders.



• Before recommending an incumbent, replacement or additional director, review his or her qualifications, including capability, availability to serve, independence, conflicts of interest and other relevant factors.



• Assist in identifying, interviewing and recruiting candidates for the Board.



• Present recommendations for Board Chair and CEO for election by the Board.



• Annually review the composition of each committee and present recommendations for committee memberships and chairs to the Board. In this connection review (i) each committee member's independence under applicable stock exchange listing standards, (ii) Compensation Committee members' satisfaction of the requirements of Section 162(m) of the Internal Revenue Code and SEC Rule 16b-3, and (iii) Audit Committee members' financial literacy, satisfaction of additional stock exchange and SEC independence requirements, and qualifications to serve as an audit committee financial expert.



• Periodically review the compensation paid to non-employee directors (including compensation for Board Chair and committee chairs).



• Develop and periodically review and recommend to the Board appropriate revisions to the Company's Corporate Governance Guidelines and other corporate governance documents and policies adopted by the Board.



• Monitor compliance with the Corporate Governance Guidelines and other corporate governance documents and policies adopted by the Board.



• Review and make recommendations regarding proposed waivers to the Corporate Governance guidelines and other corporate governance policies adopted by the Board.



• Regularly review and make recommendations about changes to the charter of the Governance and Nominating Committee.



• Regularly review and make recommendations about changes to the charters of other Board committees after consultation with the respective committee chairs.



• Perform an annual evaluation of the Committee's performance and make applicable recommendations.

Last Revised: June 8, 2010

Last Reviewed: June 8, 2010

 

Committee Members

Carol R. Kaufman
Kenneth A. Nilsson
Julius Y. Oestreicher