PURPOSE:

The purpose of the Committee on the Board is to ensure that the Board of Directors is properly constituted to meet its fiduciary obligations to shareholders and the Company and that the Company has and follows appropriate governance standards. To carry out this purpose, the Committee on the Board shall: (1) ensure that the Company has and follows appropriate governance standards (2) oversee the evaluation of the board and management; and (3) recommend to the board director nominees for each committee.

COMMITTEE MEMBERSHIP AND ORGANIZATION:

• The Committee on the Board shall be comprised of no fewer than three (3) members.
• The members of the Committee on the Board shall meet the independence requirements of the New York Stock Exchange.
• The members of the Committee on the Board shall be appointed and replaced by the board.

COMMITTEE RESPONSIBILITIES AND AUTHORITY:

• Develop and recommend to the board the governance principles applicable to the Company.
• Evaluate the current composition and organization of the board and its committees, determine future requirements and make recommendations to the board for approval.
• Recommend for approval by the board desired board qualifications, expertise and characteristics for potential board members with corresponding attributes.
• Oversee the board performance evaluation process, including conducting surveys of director observations, suggestions and preferences.
• Evaluate and make recommendations to the board concerning the appointment of directors to board committees and the selection of board committee chairs.
• Evaluate and recommend termination of membership of individual directors in accordance with the board’s governance principles, for cause or for other appropriate reasons.
• Conduct an annual review on succession planning, report its findings and recommendations to the board, and work with the board in evaluating potential successors to executive management positions.
• Form and delegate authority to subcommittees when appropriate.
• Make regular reports to the board.
• Review and re-examine this Charter annually and make recommendations to the board for any proposed changes.
• Annually review and evaluate its own performance.
• In performing its responsibilities, the Committee on the Board shall have the authority to obtain advice, reports or opinions from internal or external counsel and expert advisors.

<< Back