Nominating and Corporate Governance Committee

• recommendations to the Board regarding the Board’s size and composition, the tenure and retirement age of directors;
• the review of the qualifications and the recommendation to the directors of nominees for election to the Board at each Annual Meeting of Shareholders;
• the nomination of persons to fill vacancies on the Board;
• the nomination of directors for committee membership; and
• the review and approval of all corporate contributions to affiliated persons or entities and all contributions in excess of $25,000 each year to any other person or entity.

The Committee periodically reviews and oversees orientation programs for newly elected directors and continuing director education programs for incumbent directors. The Committee also reviews shareholder proposals for inclusion in the proxy statement for the Annual Meeting of Shareholders and proposed responses by the Board and makes recommendations to the Board concerning any other aspect of the procedures of the Board that the Committee considers warranted. The Committee shall conduct an annual assessment of the Committee’s performance and shall cause the Board to conduct an annual assessment of Board performance.

The Nominating and Corporate Governance Committee is further charged with developing and recommending the Corporate Governance Principles to the Board and reviewing the same annually to assure that they are appropriate for the Company and comply with the requirements of the SEC and NYSE. Additionally, the Nominating and Corporate Governance Committee reviews the senior management organization, assuring that the Company has a senior management succession plan, makes nominations to the Board for election of officers, and recommends to the Board the individual who should assume the position of Chief Executive Officer if he or she becomes unable to serve due to an unforeseen event.

The Board will not permit any waiver of its Code of Business Ethics for any director or executive officer. The Nominating and Corporate Governance Committee shall examine any exceptional situation that might constitute an infraction of the Company’s Code of Business Conduct and coordinate the prompt disclosure of any material departures from its Code of Business Conduct.

The Nominating and Corporate Governance Committee is comprised entirely of "independent" directors as that term is defined herein and as required by the NYSE listing standards.

Download the Nominating & Corporate Governance Committee Charter