Nominating and Governance Committee Charter

Governance

I. Nominating and Governance Committee Designation

There is a committee of the Board of Directors called the Nominating and Governance Committee (the "Nominating and Governance Committee").

II. Nominating and Governance Committee Purpose

The purpose of the Nominating and Governance Committee is to:

  • Identify individuals qualified to become Board of Directors members, recommend to the Board of Directors the slate of nominees to be recommended by the Board for election at applicable meetings of stockholders and recommend to the Board of Directors the composition of its several committees; and
  • Develop and recommend to the Board of Directors, review and, as appropriate, from time to time recommend to the Board of Directors revisions to Corporate Governance Principles applicable to the company.

III. Nominating and Governance Membership and Procedure

The Nominating and Governance Committee consists of at least three members, all of whom shall be independent as described below. The Board of Directors appoints the members of the Nominating and Governance Committee annually, considering the recommendation of the Nominating and Governance Committee, and further considering the views of the Chairman of the Board and the Chief Executive Officer, as appropriate. The members of the Nominating and Governance Committee serve until their successors are appointed and qualify. The Board of Directors has the power at any time to change the membership of the Nominating and Governance Committee and to fill vacancies in it, subject to such new member(s) satisfying the requirements described herein.

Each member of the Nominating and Governance Committee must be an independent director as determined under the applicable rules of the New York Stock Exchange (NYSE).

If a Nominating and Governance Committee Chair is not designated by the Board of Directors or present, the members of the Nominating and Governance Committee may designate a Chair by majority vote of the Nominating and Governance Committee membership.

The Nominating and Governance Committee holds regular meetings each year as often as the committee deems appropriate. The Nominating and Governance Committee Chair approves an agenda in advance of each meeting.

Except as expressly provided in this Charter, the by-laws of the company or the Corporate Governance Principles of the company, the Nominating and Governance Committee may fix its own rules of procedure.

IV. Nominating and Governance Committee Authority and Responsibilities

In performing its functions, the Nominating and Governance Committee undertakes those tasks and responsibilities that, in its judgment, would most effectively contribute to and implement the purposes of the Nominating and Governance Committee. The following functions are some of the common recurring activities of the Nominating and Governance Committee in carrying out its duties:

Subject to the qualification requirements for the Board of Directors set forth in the company's Corporate Governance Principles, the Nominating and Governance Committee is responsible for reviewing and proposing to the Board of Directors additional qualifications for directors as determined to be necessary or appropriate, taking into account the desirable balance of experience, qualifications, expertise and diversity among members of the Board of Directors.

The Nominating and Governance Committee reviews possible candidates for membership on the Board, and assists in attracting qualified candidates to fill vacant or newly created directorships.

It is the responsibility of the Nominating and Governance Committee to review and recommend to the Board of Directors a management slate of directors to be proposed for election at the annual stockholders' meeting and included in the proxy statement for such meeting, as well as to review and recommend to the Board of Directors any directors to fill vacancies that may exist on the Board of Directors.

It is the responsibility of the Nominating and Governance Committee to review the function and composition of the several committees of the Board of Directors and to recommend to the Board of Directors qualified persons for membership on such committees.

The Nominating and Governance Committee has, to the extent permitted by law and the applicable rules of the NYSE, the authority to administer, establish, terminate or amend and to otherwise act for and on behalf of the Board of Directors with respect to director compensation, including without limitation with respect to equity and other awards under the Company’s long-term incentive plan.

It is the responsibility of the Nominating and Governance Committee to review the qualifications of candidates for election as Chief Executive Officer of the company and to recommend those candidates for election by the Board of Directors.

It is the responsibility of the Nominating and Governance Committee to review annually with the Board of Directors the availability of qualified replacements for the Chief Executive Officer position in the company and the nature and adequacy of the company's plans for developing and providing necessary potential replacements both on a current and on a long-term basis, so as to ensure continuity and orderly succession of a capable and qualified Chief Executive Officer for the company.

The Nominating and Governance Committee oversees the evaluation of the Chief Executive Officer of the company and makes recommendations to the Board of Directors as it determines appropriate.

The Nominating and Governance Committee reviews and reassesses at least annually the adequacy of the Corporate Governance Principles of the company and recommends any proposed changes to the Board of Directors for approval.

The Nominating and Governance Committee serves in an advisory capacity to the Board of Directors and Chairman of the Board on matters of organizational and governance structure of the company and the conduct of the Board of Directors.

The Nominating and Governance Committee receives comments from all directors and, as directed by the Board of Directors, reports orally annually to the Board of Directors with an assessment of the Board of Directors’ performance, to be discussed with the full Board of Directors following the end of each fiscal year.

The Nominating and Governance Committee oversees the Company’s policies and strategies related to matters of sustainability and corporate responsibility that are of significance to the Company and its stakeholders.

The Nominating and Governance Committee reviews the Company’s policies and practices related to political and campaign contributions, contributions to trade associations and other tax-exempt and similar organizations that may engage in political activity.

The Nominating and Governance Committee reviews the Company's policies and practices related to corporate philanthropy globally.

The Nominating and Governance Committee reviews and makes recommendations to the Board of Directors on shareholder proposals submitted for inclusion in the Company's proxy materials, which relate to governance, corporate responsibility, sustainability or political spending issues.

The Nominating and Governance Committee  oversees the Company’s onboarding and orientation program for new directors and periodically reviews, and informs the Board of Directors regarding, director education opportunities.

It is the responsibility of the Nominating and Governance Committee to maintain minutes of its meetings and report, through its Chair, to the Board of Directors on significant results of each meeting.

  • The Nominating and Governance Committee may, in its sole discretion, retain (or terminate) or obtain the advice of any consultant, independent legal counsel or other adviser. The Nominating and Governance Committee shall be directly responsible for the appointment, compensation and oversight of the work of any adviser retained by the Nominating and Governance Committee.
  • Nothing herein requires the Nominating and Governance Committee to implement or act consistently with the advice or recommendations of any adviser or affects the ability or obligation of the Nominating and Governance Committee to exercise its own judgment in fulfillment of its duties.
  • The company shall provide appropriate funding, as determined by the Nominating and Governance Committee, for payment of reasonable compensation to any adviser retained by the Nominating and Governance Committee.

It is the responsibility of the Nominating and Governance Committee to review and reassess the adequacy of this Charter at least annually and to recommend any proposed changes to the Board of Directors for approval. It is the responsibility of the Nominating and Governance Committee to cause the Charter to be published in accordance with applicable NYSE regulations.

It is the responsibility of the Nominating and Governance Committee to annually review its own performance.

The Nominating and Governance Committee may form and delegate authority to subcommittees when appropriate and to the extent permitted by applicable law and the rules of the NYSE. Once a subcommittee of this Committee is so formed, the Nominating and Governance Committee may exercise any authority in its discretion that is granted to such subcommittee.

In performing its duties, the Nominating and Governance Committee is not providing any expert, professional or special assurances as to the matters addressed herein. Nominating and Governance Committee members are not deemed to have accepted a duty of care greater than the duty of other directors. Nothing contained in this Charter is intended to alter the operation of the "business judgment rule" as interpreted under Delaware law.