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Nominating, Governance and Sustainability Committee Charter

Purpose

The Nominating, Governance and Sustainability Committee will (i) assist the Board in the creation and oversight of corporate governance principles, policies and procedures, (ii) identify qualified candidates for Board membership consistent with criteria approved by the Board, (iii) recommend to the Board director nominees to be voted on at the annual meeting of shareholders, (iv) recommend to the Board candidates to serve in Board and Committee leadership positions, and (v) oversee the Company’s policies and programs relating to corporate responsibility and sustainability, including environmental, social and governance matters.

Membership

The Committee will have at least three members and will be composed entirely of directors who are independent under New York Stock Exchange Listing Standards.  The Board will appoint Committee members annually.  The Board may remove Committee members at any time, with or without cause, by a majority vote.  The Board will fill any vacancy on the Committee.  During a vacancy on the Committee, the remaining members will have full power to act as the Committee.

The Board will appoint a Committee Chair annually. If the Chair is absent from a meeting, the Committee may, by majority vote of those members present, designate one of its members to serve as acting Chair for the meeting.

Authority

To the extent permitted by applicable law, the Committee may delegate duties and responsibilities to one or more members or subcommittees as it deems appropriate.

The Committee may engage the services of a search firm to identify director candidates. The Committee will have sole authority to determine the fees and retention terms of any such services. The Company must provide for appropriate funding, as determined by the Committee, for payment of reasonable compensation to any such search firm retained by the Committee.  

Meetings

The Committee will meet at least once annually and at such other times as it deems appropriate, upon the call of the Committee Chair or the Board Chair.  Meetings may be conducted by teleconference.    

A majority of the members present at a meeting will constitute a quorum.  If a quorum is present, the majority vote of those Committee members present at the meeting will be sufficient to adopt a resolution or otherwise take action.  The Committee Chair will report the Committee’s actions to the Board as appropriate.  

The Committee may take action without meeting if consents in writing, setting forth the action so taken, are signed by all the members of the Committee.

The Board Chair will be invited to attend Committee meetings, unless matters to be discussed at the meeting make it appropriate to excuse him or her.  The Board Chair may vote on matters before the Committee only if he or she is a member of the Committee.  At the invitation of the Committee Chair, the CEO and other members of management may attend Committee meetings.

The Secretary or an Assistant Secretary of the Company will attend and keep written minutes of Committee meetings, unless matters to be discussed at the meeting make it appropriate to excuse him or her. If the Secretary or the Assistant Secretary is excused, a member of the Committee will provide to the Secretary or the Assistant Secretary minutes of the meeting or information sufficient to prepare minutes.

Duties and Responsibilities

The duties and responsibilities of the Committee include the following:

  1. Periodically review the Company’s Corporate Governance Guidelines and recommend any changes to the Board.
  2. Periodically review the Company’s Articles and Bylaws and recommend any changes related to corporate governance matters.
  3. Periodically review Board procedures for identifying and evaluating qualified potential directors.  Consistent with those procedures, conduct the search and evaluation of new director candidates.  Recommend director candidates to the Board for election at the annual meeting of shareholders and, as necessary, to fill a vacancy on the Board. Review shareholder recommendations for nomination to the Board in accordance with the procedures set forth herein and in the Committee’s Procedure for Identifying and Evaluating Director Candidates.   
  4. Review the qualifications and performance of incumbent directors in determining whether to recommend them for re-election to the Board. In making this determination, the Committee will consider the director’s attendance, level of participation, quality of performance, and any transactions between the director and the Company. When necessary or appropriate, recommend to the Board the removal of a director or a member of a Board committee.
  5. Annually review director independence and recommend independence determinations to the Board. Periodically review director independence standards and recommend changes to the Board as necessary.
  6. Make recommendations to the Board for a director to serve as Board Chair. If the Board Chair is not independent, also make recommendations to the Board for a director to serve as independent Lead Director.
  7. Periodically review and make recommendations to the Board concerning (i) the size and composition of the Board, (ii) director tenure, retirement and succession policies, (iii) the election of advisory directors, (iv) committee membership, structure and operations, (v) the rotation of Committee members and Committee chairs, (vi) changes to Committee charters, and (vii) policies to promote effective communication between the Board and management.
  8. Periodically review stock ownership guidelines for executive officers and directors and recommend any changes to the Board.
  9. Review any offers of resignation from directors and recommend to the Board whether to accept or reject the resignation offer.
  10. Oversee the orientation of newly elected directors to provide the new director with a basic understanding of the Company’s operations, mission and objectives. Establish and oversee any Board policies regarding continuing education of directors.
  11. Review and approve or ratify certain Interested Transactions with Related Persons, as set out in the Corporate Governance Guidelines.
  12. Oversee the Company’s corporate responsibility and sustainability policies and programs, including environmental, social and governance matters. Review and oversee the Company’s sustainability report and any sustainability targets set by the Company.
  13. Review on an annual basis the political contributions made by the Company.
  14. Review on an annual basis the charitable contributions made by the Company.
  15. Assist the Board of Directors in its annual self-evaluation. Review the evaluation results and present the results, along with any Committee recommendations, to the Board.
  16. Conduct an annual self-evaluation of the Committee. Present the results, along with any Committee recommendations, to the Board.
  17. Perform any other functions the Committee or Board deem appropriate.

Last Reviewed:  November 9, 2021
Last Revised:  November 9, 2021