Corporate Governance and Nominating Committee Charter

Board of Directors

Corporate Governance and Nominating Committee
Charter

Effective 16 July 2015

          1.1     The Corporate Governance and Nominating Committee (the “Committee”) shall assist the Board of Directors (the “Board”) in fulfilling its responsibilities to assure that the Board is operating effectively and the Company is governed in a manner consistent with the interests of its shareowners. In particular, on an ongoing basis, the Committee (1) shall monitor and advise the Board regarding matters relating to Board structure, organization, leadership and other governance practices; and (2) shall evaluate the composition of the Board, plan for director succession and identify, recruit and propose qualified nominees for election to the Board.

          2.1     The Committee shall consist of at least three directors who, along with the chair of the Committee, are appointed by the Board upon recommendation of the Committee and may be removed by the Board in its discretion. All members of the Committee shall be independent directors under the standards adopted by the New York Stock Exchange.

          3.1     The Committee shall have the authority to take any and all actions that it deems necessary in furtherance of its purpose, including, but not limited to, the following:

• 3.1.1

  Governance

• (a)	General. The Committee shall oversee and make recommendations to the Board regarding the Company’s corporate governance practices and profile.
  (b)	Governance Documents. The Committee is responsible for reviewing and recommending to the Board amendments to the Company’s Bylaws, Certificate of Incorporation, Board Committee Charters, codes of conduct, the Corporate Governance Guidelines and other governance documents.
  (c)	Committee Structure and Appointments. The Committee is responsible for periodically reviewing and making recommendations to the Board regarding the Board’s committee structure and operations. The Committee also is responsible for recommending directors for appointment by the Board as the chairs and members of the Board’s committees.

• 3.1.2

  Board Composition and Nominations

• (a)	Board Composition and Effectiveness. The Committee shall periodically review with and make recommendations to the Board regarding the appropriate size of the Board, skills and characteristics needed by the Board, director retirement and tenure policies and other matters regarding Board composition and effectiveness.
  (b)	Director Candidates. The Committee is responsible for identifying, reviewing and recommending to the Board individuals for election to the Board, including persons to be nominated for election by the shareholders at the annual meeting and by the Board to fill vacancies and newly-created positions. This includes the responsibility for adopting a policy regarding consideration of candidates proposed by stockholders and reviewing Board candidates proposed by a stockholder of the Company.
  (c)	Criteria. In recommending candidates for election to the Board, the Committee shall take into consideration criteria established by the Board as set forth in the Corporate Governance Guidelines and as otherwise may be established by the Board from time to time.
  (d)	Reelection of Incumbent Directors. The Committee also is responsible for reviewing the performance of incumbent members of the Board in determining whether to recommend that they be nominated for reelection, taking into consideration the extent to which they continue to meet the qualifications for Board membership specified in the Corporate Governance Guidelines and the current needs of the Board.
  (e)	Independence of Directors. The Committee shall recommend to the Board standards to be applied in making determinations on the types of relationships that constitute material relationships between the Company and a director for purposes of determining director independence.
  (f)	Resignation of Directors. The Committee shall review resignations submitted by directors whose principal occupation or business association changes, who are not reelected in accordance with the Company’s bylaws or in other circumstances that may raise questions about the director’s continuing qualifications in relation to the Board membership criteria referred to above and recommend to the Board what action the Board should take with respect to the resignation.
  (g)	Director Search Firms. The Committee may, in its sole discretion, engage director search firms to identify candidates for nomination as directors and has the sole authority to approve the fees and other retention terms with respect to any such firms.
  (h)	Lead Director Election. The Committee shall establish and oversee the process for electing a Lead Director from among the independent directors of the Company.

• 3.1.3

  Director Compensation

• (a)

  Review and Recommendation. The Committee is responsible for reviewing the compensation for nonemployee directors, including benefit and expense reimbursement practices, and making recommendations to the Board for its approval. As part of its review, the Committee will receive information on compensation provided to nonemployee directors at a peer group of companies, which shall be reviewed by the Committee.

• 3.1.4

  Performance Evaluations

• (a)	Board Evaluation. The Committee is responsible for establishing the framework for and overseeing the Board’s self-evaluation of its performance, which shall take place no less than annually.
  (b)	Committee Evaluation. The Committee shall conduct a self-evaluation of its performance no less than annually. The evaluation shall address subjects, including the Committee’s composition, responsibilities, structure and processes and effectiveness. The Committee shall, as appropriate, make recommendations to the management and the full Board as a result of its performance evaluation.
  (c)	Other Committee Evaluations. While each of the other committees of the Board is primarily responsible for conducting its own self-evaluation, the Committee shall be responsible for developing the overall framework for such committee evaluations.
  (d)	Lead Director Evaluation. The Committee may establish processes for the evaluation of the Lead Director.

• 3.1.5

  Other Matters

• (a)	Proxy Statement. The Committee is responsible for reviewing and making recommendations to the Board regarding disclosures required in the Company’s annual proxy statement for shareholders pertaining to director qualifications, nominating policies, processes and criteria and other matters required to be disclosed regarding Board composition, leadership and nominations.
  (b)	Stockholder Proposals. The Committee is responsible for reviewing and making recommendations to the Board, consulting with other Board Committees where appropriate, regarding the Company’s response to stockholder proposals for inclusion in the Company’s annual proxy statement.
  (c)	Stockholder Communications. The Committee is responsible for recommending, for approval by the Board, a process by which the Company’s stockholders may send communications to directors and the process for determining which communications will be relayed to directors.
  (d)	Regulatory Oversight. The Committee is responsible for monitoring developments in law and practice relating to corporate governance and the Company’s response thereto.
  (e)	Crisis Management. The Committee is responsible for periodically reviewing the Company’s crisis management procedures.
  (f)	Government Relations. The Committee is responsible for monitoring the Company’s lobbying activities, relationships with government authorities, political contribution policies and political expenditures, if any, made on behalf of the Company.
  (g)	Public Policy. The Committee is responsible for monitoring the Company’s response to important public policy issues impacting the Company, including in the areas of social responsibility, corporate citizenship and sustainability.

          4.1     The Committee may adopt the procedural rules for its meeting and the conduct of its business, not inconsistent with this Charter, the Company’s bylaws, or applicable law. The Committee is governed by the same rules regarding meetings (including meetings by conference telephone or similar communications equipment), action without meetings, notice, waiver of notice, quorum and voting requirements as are applicable to the Board. Adequate provision will be made for notice to members of all meetings. One-third of the members, but not less than two, shall constitute a quorum, and all matters will be determined by a majority vote of the members present. The Committee may delegate all or a portion of the authority granted to it by the Board to one or more of the Committee members, senior executives, or subcommittees, subject to applicable plans, laws, regulations and listing standards.

          4.2     The Board approves the regular meeting schedule for the Committee each year. Additional meetings may occur, as the Committee or the Chair deem advisable. The Chairman of the Board, the Corporate Secretary and the Committee Chair agree on the length of regular meetings and the need to schedule additional special meetings.

          4.3     The annual Committee agenda and individual meeting agendas are developed by the Chairman of the Board and Corporate Secretary in consultation with the Committee Chair, with input from appropriate members of management and staff.

          4.4     When present, the Chair will preside at Committee meetings. In his or her absence, Committee members present may appoint a chair pro temp. The Committee Chair reports to the Board on Committee meetings and actions, and the Corporate Secretary or an Assistant Corporate Secretary) keeps minutes of all Committee meetings, which are distributed to Committee members for review and approval.

          5.1     The Committee will have the resources and authority necessary to discharge its duties and responsibilities. The Committee has sole authority to retain and terminate outside counsel, director compensation consultants, or other experts or consultants, as it deems appropriate including sole authority to approve the firms’ fees and other retention terms. The Company will provide the Committee with appropriate funding, as the Committee determines, for the payment of compensation to outside counsel and other advisors as it deems appropriate and administrative expenses of the Committee that are necessary or appropriate in carrying out its duties. In discharging its oversight role, the Committee is empowered to investigate any matter brought to its attention. The Committee will have access to the Company’s books, records, facilities and personnel. Any communications between the Committee and legal counsel in the course of obtaining legal advice will be considered privileged communications of the Company, and the Committee will take all necessary steps to preserve the privileged nature of those communications.