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Governance and Nominating Committee Charter

Standing Resolution Adopted by
The Board of Directors -- Regular Meeting
 July 29, 2010

 

RESOLVED THAT:  Pursuant to Section 23 of the company's bylaws, the board of directors hereby adopts the following charter for the Governance and Nominating Committee (previously the Governance Committee) ("Committee") of the board of directors.  This charter shall govern the Committee's scope of responsibility and actions:

1.         Purpose:  The board established this Committee to assist the board in identifying qualified individuals for board membership, to recommend the composition of the board and its committees, to monitor a process to assess board effectiveness, to develop and implement the company's corporate governance guidelines; and to assist the board in the implementation of sound corporate governance principles and practices.

2.         Committee Membership:  The Committee shall consist of at least three members.  All members of the Committee shall meet the independence requirements of the New York Stock Exchange.  The members of the Committee shall be appointed by the board and may be removed by the board in its discretion.

3.         Committee Authority and Responsibilities.  The Committee shall:

3.1       Identify and recommend for election individuals who meet the criteria the board has established for board membership.  The Committee shall also recommend nominees to be presented for election at the company’s annual meeting of shareholders;

3.2       Upon a director’s change in circumstance and submission of a resignation, review the continued appropriateness of the director's board membership and recommend to the board whether the director's resignation should be accepted or rejected;

3.3       Review and recommend to the board director compensation and benefits on an annual basis;

3.4       Review the board's committee structure and recommend for board approval the composition of each board committee;

3.5       Recommend to the board the response to any shareholder proposal received by the company;

3.6       Develop and recommend to the board for its approval a set of corporate governance guidelines.  The Committee shall review the guidelines on an annual basis, or more frequently, if appropriate, and recommend changes as necessary;

3.7       Develop and recommend to the board for its approval an annual self-evaluation process of the board and its committees. 

3.8       Oversee the process of evaluation of senior management, other than the CEO; and

3.9       The Committee shall review all “related person transactions” (defined as transactions require to be disclosed pursuant to Item 404 of Regulation S-K) on an ongoing basis, and all such transactions must be approved or ratified by the Committee.  In conducting any review under this paragraph 3.8, the Committee shall consider the following factors: the nature of the related person’s interest in the transaction; whether the transaction involves standard prices, rates or charges or is otherwise on terms consistent with arm’s length dealings with unrelated third parties; the materiality of the transaction to each party; the reasons for the company entering into the transaction with the related person (such as the absence of a similarly qualified unrelated party); whether the transaction might affect the status of a director as independent under the independence standards of the New York Stock Exchange; and any other factors the Committee may deem relevant with respect to the particular transaction.  Any member of the Committee who is a “related person” with respect to a transaction shall be recused from the review of such transaction by the Committee.
3.10    The Committee shall receive reports regarding the company’s compliance with new material corporate governance requirements established by the New York Stock Exchange and the Securities and Exchange Commission or other applicable entities.

4.         Committee Procedure:

4.1       The Committee shall review and reassess this charter annually and recommend any proposed changes to the board.

4.2       The Committee shall meet at least twice annually but will meet as often as necessary to carry out its responsibilities.  The meetings may be called by the Committee chair, the chairman of the board, or the CEO.

4.3       The Committee may form and delegate authority to subcommittees.

4.4       The Committee shall keep minutes and shall report Committee activities to the board.

4.5       The Committee shall annually review its own performance.

4.6       The Committee shall have the authority to retain and terminate any search firm engaged to assist in identifying director candidates and shall have sole authority to approve the firm's fees and the other terms and conditions of the firm's retention.  The Committee shall also have the authority to obtain advice and assistance from internal or external legal, governance, or other advisors as it deems appropriate.

4.7       This standing resolution will remain in effect until it is duly modified or rescinded.  This supersedes all prior board or committee resolutions with respect to this subject matter.

Committee Members
ChairpersonWarren Bryant
Committee MemberRakesh Gangwal
Committee MemberFrancesca Ruiz de Luzuriaga
Committee MemberV. James  Marino
Governance and Nominating Committee Charter