G & N Committee Charter

Complete text of our Governance and Nominating Committee Charter of the Board of Directors.



The Governance and Nominating Committee is appointed by the Board for the primary purposes of:

1. identifying individuals to become members of the Board, consistent with the process and selection criteria approved by the Board;

2. periodically reviewing the size and composition of the Board and recommending to the Board when modifications to its size and/or composition are necessary or desirable;

3. recommending to the Board the director nominees for the next annual meeting of shareholders;

4. recommending to the Board individuals to fill vacant Board positions;

5. recommending to the Board committee appointments and chairpersons;

6. overseeing the nomination and selection process for the Chairman of the Board position;

7. periodically reviewing and recommending to the Board updates to the Company’s Corporate Governance Guidelines and related Company policies;

8. overseeing an annual evaluation of the Board and its committees;

9. overseeing the Company’s sustainability efforts.


The Governance and Nominating Committee will consist of at least three Directors, all of whom must be “independent” in accordance with the applicable listing standards of the New York Stock Exchange.


The Committee will meet at least four times annually and may meet as frequently as circumstances warrant. In advance of each meeting, an agenda and any other available relevant information will be furnished to the members. In addition to the Committee members, each meeting will usually be attended by the Chairman of the Board, the CEO, the General Counsel and the Corporate Secretary. The Committee may also request other management representatives to attend meetings and help conduct the business of the Committee.

To facilitate discussion and action by the Committee, it may meet in executive session during each scheduled meeting and more frequently as circumstances dictate.


In addition to other obligations that may be placed on it by law or by any regulatory body, the Company’s charter or bylaws or the Board, the responsibilities of the Governance and Nominating Committee will include:

* Governance. The Committee will periodically review the Company’s Corporate Governance Guidelines and related Company policies and recommend updates as the Committee deems necessary or desirable.

* Selection of Chairman of the Board. The Committee will oversee the Nomination and Selection Process for appointment to the Chairman of the Board.

* Selection of Board Committees’ Membership and Chairpersons. Annually, in advance of the Annual Meeting of Shareholders, the Committee will develop recommendations for membership and chairpersons for Board committees for ratification by the full Board.

* Evaluation of the Board. The Committee will develop a process for evaluating performance of the Board and its committees.

* Director Nomination and Selection. The Committee will oversee the Nomination and Approval Process for Director Candidates and shall recommend proposed candidates to the Board for election at each annual meeting of shareholders as well as candidates to fill vacant Board positions as such vacancies arises from time to time.

* Independence of Board Members. The Committee will consider and make appropriate recommendations to the full Board when questions of independence and/or actual or potential conflicts of interest arise with respect to existing Board members or potential candidates for election to the Board.

* Reports and Recommendations. The Committee will report its activities and recommendations to the Board.

* Annual Self-Evaluation. The Committee shall perform a review and self-evaluation, at least annually, of the performance of the Committee, including reviewing the compliance of the Committee with this charter.

* Review of Charter. The Committee shall review the adequacy of the Committee’s charter annually and recommend to the Board any necessary or desirable changes.

* Disclosure of Charter. The Committee shall publicly disclose the charter and any amendments to the charter on the Company’s website and/or as otherwise required by the Securities and Exchange Commission and the New York Stock Exchange.

* Sustainability. The Committee shall periodically review the Company’s environmental and social (“E&S”) sustainability programs and policies.


The Committee will have administrative support from the Company and will have access to such additional resources as may be required by specific circumstances. The Committee shall have sole authority to retain and terminate any search firm to be used to identify director candidates and any other consultants to assist it in the performance of its responsibilities. Such authority shall include the sole authority to approve such firm’s fees and other retention terms. The Company will provide for appropriate funding, as determined by the Committee, for the payment of compensation to any search firm or other advisors employed by the Committee.

Approved: April 30, 2020