Corporate Governance and Nominations Committee charter
Committee Members:
- Shiela Bair - Chair
- Carol M. Browner
- Monica McGurk
- Henry W. “Jay” Winship
Purpose
The Corporate Governance and Nominations Committee (the “Committee”) is established by the Board of Directors (the “Board”) to assist the Board in fulfilling its responsibility for oversight of matters relating to:
- monitoring significant developments in the law and practice of corporate governance and overseeing, reviewing, and recommending changes to the Company’s corporate governance framework;
- leading the Board in its annual performance evaluation;
- developing and recommending to the Board and overseeing the Corporate Governance Principles of the Company;
- advising the Board with respect to charters, structure, and functions of the committees of the Board and qualifications for membership thereon;
- assisting the Board by actively identifying individuals qualified to become Board members and with Board succession planning;
- making director independence recommendations to the Board;
- recommending to the Board the director nominees for election at the next annual meeting of shareholders; and
- periodically reviewing the corporate contribution program.
Committee Composition
- Members. The Committee shall consist of as many members as the Board shall determine, but in any event not fewer than three members. The members of the Committee shall be appointed annually by the Board.
- Qualifications. Each member of the Committee shall meet all independence and other requirements of law and the New York Stock Exchange applicable to listed U.S. companies.
- Chair. The Chair of the Committee shall be appointed by the Board.
- Removal and Replacement. The members of the Committee may be removed or replaced, and any vacancies on the Committee shall be filled, by the Board. In addition, membership on the Committee shall automatically end at such time as the Board determines that a member ceases to be an independent member of the Board.
Committee Meetings
- Meetings. The Chair of the Committee, in consultation with the Committee members, shall determine the schedule and frequency of the Committee meetings. Meetings of the Committee may be held in person or by means of a telephone or video conference or similar communication equipment allowing all persons participating in the meeting to hear each other at the same time.
- Agenda. The Chair of the Committee shall develop and set the Committee’s agenda, in consultation with the other members of the Committee, the Board and management. The agenda and, to the extent practical, information concerning the business to be conducted at each Committee meeting shall, be provided to the members of the Committee in advance of each meeting. The agenda concerning the business to be conducted at each Committee meeting shall be circulated to all Board members in advance of the meeting.
- Report to the Board. The Committee shall report to the Board regularly and make available to the Board the minutes of its meetings.
- Performance Evaluation; Assessment of Charter. The Committee shall annually conduct a performance evaluation and shall report to the Board the results of the evaluation. The Committee shall review and assess the adequacy of this Charter annually and recommend any changes to the Board.
Authority and Duties
- Corporate governance Framework. The Committee shall advise the Board periodically with respect to significant developments in the law and practice of corporate governance and make recommendations to the Board on matters of corporate governance as the Committee may deem appropriate. The Committee shall develop, recommend to the Board and oversee the Company’s corporate governance framework, including its Articles of Association, Organizational Regulations and Corporate Governance Principles of the Company.
- Board Evaluation. The Committee shall lead the Board in its annual performance evaluation to ensure the Board is functioning effectively. The performance evaluation shall be discussed with the Board following its completion. The Committee shall also oversee the self-evaluations of each committee. The performance evaluations shall focus on the contribution to the Company by the Board and each committee and shall specifically focus on areas in which a better contribution could be made.
- Committee Composition and Charters. The Committee shall periodically evaluate the size and composition of the Board and each standing committee of the Board and recommend to the Board any appropriate increases or decreases. The Committee shall periodically review committee assignments and present recommendations for committee memberships to the Board. The Committee shall review recommendations of each committee of the Board regarding changes to their charters and make recommendations to the Board regarding such changes to the charters of each committee.
- Director Succession Planning. The Committee shall develop, review and recommend to the Board, Board succession planning and director recruitment processes and lead the implementation of such processes. The Committee shall identify and recommend to the Board nominees for election or re-election to the Board in accordance with the criteria, policies and principles set forth in the Company’s Corporate Governance Principles and this Charter.
- Director Recruitment. The Committee shall strive to recommend candidates, pursuant to the Board Membership Criteria and Diversity Policy set forth in the Corporate Governance Principles, that complement the current members of the Board and other proposed nominees to further the objective of having a Board that guides the long-term strategy and ongoing business operations of the Company and reflects a diversity of background and experience to effectively perform the functions of the Board and its committees. The Committee shall maintain, in consultation with the Board, on an ongoing basis, an evergreen database of potential candidates. The Committee shall review the qualifications of, and make recommendations to the Board regarding, independent director candidates submitted to the Company by shareholders and review and evaluate any shareholder proposals relating to the nomination by shareholders of any candidates to the Board or the right of any shareholder to do so. The invitation to stand for election to the Board shall be extended by the Chair of the Board on behalf of the Board.
- Director Orientation and Continuing Education. The Committee shall oversee policies and processes relating to director orientation and continuing education.
- Director Independence. In connection with the preparation of the Company’s annual proxy statement, the Committee shall review commercial and other relationships between directors and the Company to determine the independence of each of the directors under the listing standards of the New York Stock Exchange and the director independence standards set forth in the Company’s Corporate Governance Principles. The Board as a whole, after due deliberation, will make the final independence determinations.
- Change in Responsibilities. The Committee shall review the suitability for continued service as a director of each Board member (A) at the time of annual nomination for re-election and (B) in the event that (i) an employee director’s employment with the Company is terminated for any reason, (ii) a non-employee director offers his or her resignation following a significant change in his or her primary job responsibility in effect at the time such director was most recently elected to the Board, (iii) a director fails to receive the affirmative votes of a majority of the votes cast or (iv) any other change in circumstances that makes termination of service desirable or in the best interest of the Company.
- Related Party Matters. The Committee shall review and approve or ratify transactions involving the Company or its subsidiaries and related persons (as such term is defined by the Securities and Exchange Commission) in accordance with the Company’s related person transaction policies and procedures.
- Shareholder Proposals. The Committee shall review and advise the Board, in consultation with other Board committees as appropriate, with respect to shareholder proposals submitted to the Company.
- Political Contributions. The Committee shall periodically review the political contributions program and the Company’s position and engagement on relevant public policy and corporate governance issues and trends affecting the Company’s business, including political contributions by the Company’s political action committee.
The foregoing duties are not exhaustive, and the Committee may, in addition, perform any other functions it may find necessary or appropriate for the performance of its duties. The Committee shall have the power to delegate its authority and duties to subcommittees or individual members of the Committee as it deems appropriate.
The Committee shall have the power to retain search firms to identify director candidates and corporate governance consultants and advisors to assist it in the performance of its duties. The Committee shall have the sole authority to retain or terminate any search firms or advisors and to review and approve their fees and other retention terms. The Committee may also hire legal, financial or other advisors as it deems necessary.
Approved: October 26, 2023