Read here: Nominating and Corporate Governance Committee Charter
The Nominating and Corporate Governance Committee is appointed by the Board (1) to assist the Board by identifying individuals qualified to become Board members consistent with the criteria approved by the Board, and to recommend to the Board the Director nominees whenever directors are to be appointed or elected; (2) to recommend to the Board the corporate governance principles applicable to the Corporation; (3) to recommend to the Board Director nominees for each Board Committee; (4) to review and make recommendations to the Board concerning Board Committee structure, operations and Board reporting; and (5) to oversee the evaluation of the Board and management performance.
The Nominating and Corporate Governance Committee shall consist of at least three members, each of whom shall meet the independence requirements of the New York Stock Exchange. The members of the Nominating and Corporate Governance Committee shall be appointed by the Board of Directors and may be replaced by the Board. Unless a Chair is elected by the full Board, the members of the Committee shall designate a Chair by majority vote of the full Committee membership.
The Nominating and Corporate Governance Committee shall have the authority to hire consultants, to request management to perform studies and furnish other information, to obtain advice from external legal, accounting or other advisors, and to make such decisions or recommendations to the Board based thereon as the Committee deems appropriate. The Nominating and Corporate Governance Committee shall have the sole authority to retain and terminate any search firm to be used in connection with identifying director candidates, including the sole authority to approve the search firm’s fees and other retention terms.
The Nominating and Corporate Governance Committee may delegate its authority to the Chair subject to such conditions as the Nominating and Corporate Governance Committee deems appropriate and in the best interests of the Corporation. In addition, the Nominating and Corporate Governance Committee may delegate administrative tasks to employees of the Corporation.
Each year the Chair of the Nominating and Corporate Governance Committee shall establish a schedule of meetings. Additional meetings of the Nominating and Corporate Governance Committee may be called by the Chairman of the Board or by any member of the Committee upon notice given at least forty-eight hours prior to the meeting, or upon such shorter notice as shall be approved by the Committee. The Chair of the Committee shall be responsible for establishing the agendas for meetings of the Committee. A majority of the Committee members then serving on the Committee shall constitute a quorum. A majority of the members present shall decide any question brought before the Committee except to the extent otherwise required by the Corporation’s Articles of Incorporation. Minutes of all meetings of the Committee shall be prepared.
Approved September 14, 2016.