The Governance Committee identifies individuals qualified to become Board members and recommends nominees to the Board for election as directors.
It also oversees the evaluation of the performance of the Board, makes recommendations to the Board regarding Board and Committee structure, including Committee charters and corporate governance, and is responsible for conducting an annual Board self-evaluation.
The Governance Committee has developed, and the Board adopted, a set of corporate governance guidelines applicable to the Company.
All members of the Governance Committee are independent directors as defined under NYSE listing standards and SEC rules.
The Governance Committee will consider candidates for nomination as a director recommended by shareholders, directors, officers, third party search firms and other sources.
In evaluating candidates, the Governance Committee considers attributes of the candidate (including strength of character, mature judgment, career specialization, relevant technical skills or financial acumen, diversity of viewpoint and industry knowledge) and the needs of the Board.
However, the Board and the Governance Committee believe the following minimum qualifications must be met by a director candidate to be recommended as a director nominee by the Committee:
(i) each director nominee must display the highest personal and professional ethics, integrity and values;
(ii) each director nominee must have the ability to make independent analytical inquiries and to exercise sound business judgment;
(iii) each director nominee must have relevant expertise and experience and an understanding of the Company’s business environment and be able to offer advice and guidance to the Board and the Company’s executives based on that expertise, experience and understanding;
(iv) director nominees generally should be active or former chief or other senior executive officers of public companies or leaders of major complex organizations, including commercial, scientific, government, educational and other non-profit institutions;
(v) each director nominee must be independent of any particular constituency, be able to represent all shareholders of the Company and be committed to enhancing long-term shareholder value;
(vi) each director nominee must have sufficient time available to devote to activities of the Board and to enhance his or her knowledge of the Company’s business; and
(vii) a director nominee may not have attained the age of 72.
The Board and the Governance Committee also believe that at least one director should have the requisite experience and expertise to be designated as an “audit committee financial expert” as defined under SEC rules.
The Governance Committee will review all candidates in the same manner, regardless of the source of the recommendation.
The Governance Committee will consider individuals recommended by shareholders for nomination as a director for available seats of the Board if the shareholder complies with the following procedures.
For a shareholder to properly recommend a director candidate for consideration, the shareholder must provide written notice to the Secretary at the Company’s headquarters.
Such notice must include the shareholder’s name, address, the class and number of Company shares owned, the name, age, business address and principal occupation of the candidate, and the number of Company shares beneficially owned by the candidate, if any.
It must also include the information that would be required to be disclosed in the solicitation of proxies for election of directors under the federal securities laws.
The Company may require any candidate to furnish any other information, within reason, that may be needed to determine the eligibility of the candidate.
The Secretary will forward the recommendations to the Governance Committee for consideration.
Governance Committee Charter