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Purpose
The Committee on Directors and Corporate Governance is established
by the Board (1) to identify individuals qualified to be Board
members consistent with criteria approved by the Board, and
to recommend to the Board director nominees for the next annual
meeting of shareowners; (2) to recommend to the Board directors
to serve on each standing committee; (3) to gather and review
information for the annual evaluation of the Chairman of the
Board and the Chief Executive Officer, to be presented to the
full Board for its discussion and review; (4) to ensure that
succession planning takes place for the position of Chief Executive
Officer and other senior management positions; (5) to lead the
Board in its annual review of the Board's performance; and (6)
to develop and recommend to the Board a set of Corporate Governance
Guidelines.
Committee Membership
The Committee shall consist of no fewer than three members.
Each member of the Committee shall meet the independence requirements
of the New York Stock Exchange and the Company's Corporate Governance
Guidelines.
The members of the Committee shall be established and removed
by the Board. A majority of the members shall constitute a quorum.
Committee Authority and Responsibilities
1. The Committee shall seek individuals qualified to become
Board members for recommendation to the Board, including evaluating
persons suggested by shareowners or others, and conduct the
appropriate inquiries into the backgrounds and qualifications
of
possible nominees. Directors should possess the highest personal
and professional ethics and integrity and be committed to representing
the long-term interests of the shareowners. The Committee shall
determine each proposed nominee's qualifications for service
on the Board. The assessment will include a review of the nominee's
judgment, experience, independence, understanding of the Company's
or other related industries, and such other factors as the Committee
concludes are pertinent in light of the current needs of the
Board. Each nominee should be a person of integrity and be committed
to devoting the time and attention necessary to fulfill his
or her duties to the Company. Diversity of race, ethnicity,
gender and age are important factors in evaluating candidates
for Board membership. The Committee will take advice and counsel
from the Public Issues and Diversity Review Committee in discharging
this responsibility.
2. The Committee shall have the sole authority to retain and
terminate any search firm to be used to identify director candidates
and shall have sole authority to approve the search firm's fees
and other retention terms. The Committee shall also have authority
to obtain advice and assistance from internal or external legal,
accounting or other advisors.
3. The Committee shall have oversight of the evaluation of
the Board and management.
4. The Committee shall evaluate the performance of each director
before recommending to the Board his or her nomination for an
additional term as director.
5. The Committee shall gather and review information for the
annual evaluation of the Chairman of the Board and the Chief
Executive Officer, to be presented to the full Board for its
discussion and review.
6. During the year, the Committee shall receive input on the
Board's performance from directors and, through its Chairman,
will discuss the input with the full Board and oversee the full
Board's review of its performance.
7. The Committee shall periodically review and reassess the
adequacy of the Corporate Governance Guidelines and recommend
any proposed changes to the Board for approval.
8. The Committee shall consider issues involving related party
transactions with directors and similar issues. The Committee
shall have the authority to consider for approval any related
party transactions and, if possible, approve such transactions
before they are entered into.
9. The Chairman of this Committee shall be the presiding director
at all meetings of non-management directors, which meetings
shall be held in executive session on a regular basis but at
least once annually.
10. The Committee shall recommend and review all matters pertaining
to fees and retainers paid to directors for Board and Committee
service and for serving as Chairman of a Board committee, and
shall have sole authority to employ consultants or advisors
to evaluate director compensation and to approve consulting
fees and other retention terms.
In determining compensation, the Committee shall take into consideration
the responsibilities of the directors and fees and other forms
of compensation being paid by other corporations comparable
to the Company.
11. The Committee shall make regular reports to the Board.
12. The Committee may form and delegate authority to subcommittees
when appropriate.
13. The Committee shall periodically review and reassess the
adequacy of this Charter and recommend any proposed changes
to the Board for approval.
14. The Committee shall annually review its own performance.
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