The Nominating & Governance Committee shall:
Board of Directors and Committees
- Annually review with the Board of Directors the criteria, including any minimum qualifications and any necessary qualities or skills, for Board membership, which are set forth in the Company's Corporate Governance Guidelines.
- Identify, evaluate and recruit individuals qualified for Board membership.
- Periodically review the procedures to be followed by the Company's stockholders in recommending prospective director nominees, which are set forth in the Company's Corporate Governance Guidelines.
- Consider director nominees proposed by the Company's stockholders.
- Recommend to the Board director nominees to be proposed for election at the annual meeting of stockholders or to be elected by the Board to fill vacancies or newly-created directorships.
- Recommend to the Board of Directors nominees for appointment, including a chairperson, to each committee of the Board.
- Review and make recommendations to the Board of Directors with respect to the size, structure, composition, processes and practices of the Board and the Board committees.
- Review each mandatory offer of resignation by a Board member and recommend an appropriate course of action to the Board of Directors.
Director Independence and Qualification
- Periodically review the Company's standards of director independence and recommend any proposed changes to the Board of Directors for approval.
- In accordance with the Company's standards of director independence and the applicable independence and qualification requirements of the New York Stock Exchange, the Securities Exchange Act of 1934, and any other applicable law, assess and make recommendations to the Board of Directors with respect to each Board member's independence and qualification (e.g., financial expertise of Audit Committee members).
Orientation of New Directors; Continuing Education
- Oversee the orientation program for new Board members.
- Review and make recommendations to the Board of Directors with respect to the Company's process for the continuing education of Board members.
Director Search Firms
- Have the sole authority to retain and terminate any search firm used to identify director candidates and to approve such search firm's fees and other retention terms.
Performance Evaluations
- Implement and oversee the annual performance evaluation of the Board of Directors, each committee of the Board (including a review by the Nominating & Governance Committee of its own performance) and each Board member; review the results of each Board committee's evaluation; and report to the Board of Directors the results of the full Board, Nominating & Governance Committee and, as appropriate, individual director evaluations.
- Oversee the processes by which the Chief Executive Officer and executive management are evaluated.
Corporate Governance Guidelines
- Periodically review the Company's Corporate Governance Guidelines and recommend any proposed changes to the Board of Directors for approval.
Related Person Transactions and Conflicts of Interest
- Periodically review the Company's procedures for the review and preapproval of related person transactions.
- In accordance with such procedures, review all related person transactions (as defined therein) and certain other conflicts of interest involving Board members or executive management, and determine whether to preapprove (or, if appropriate, to recommend that the full Board preapprove) such transactions or conflicts.
Management Succession Planning
- In consultation with the Chairman of the Board and Chief Executive Officer, evaluate potential successors to the Chairman of the Board and Chief Executive Officer and other members of executive management and report annually to the Board of Directors on succession planning.
Company Political Activities
- Review and discuss with the Executive Vice President, General Counsel and Secretary, at least annually, the Company’s political activities, including direct and indirect political spending and lobbying activities and expenditures.
- Periodically review and discuss with management the Company’s Policy on Political Contributions, and approve any changes to such policy.
Corporate Social Responsibility
- Review and discuss with the Executive Vice President, General Counsel and Secretary, the Chief Sustainability Officer, and other members of management, at least annually, the Company's (i) corporate social responsibility strategies and programs, including with respect to sustainability, and (ii) management of sustainability-related risks.
Other
- Review and make recommendations to the Board of Directors with respect to any stockholder proposal. To the extent that a stockholder proposal relates to a matter that is overseen by another committee (e.g., executive compensation), then the input of such other committee shall be solicited.
- Annually review and reassess the adequacy of this charter and recommend any proposed changes to the Board of Directors for approval.
- Report regularly to the Board of Directors on matters within the scope of the Committee, as well as any special issues that merit the attention of the Board.
- Perform such other duties required by law or necessary or appropriate to ensure the effective functioning of the Board of Directors and high-quality corporate governance, or as the Board of Directors may from time to time direct.
Amended March 11, 2019