The Governance Committee (the "Committee") shall consider and report periodically to the Board of Directors on all matters relating to the selection, qualification, and compensation of members of the Board as well as matters relating to the duties of the members of the Board. The Committee shall act as a nominating committee with respect to candidates for Director and will make recommendations to the full Board concerning the size of the Board and structure of committees of the Board. The Committee shall also assist the Board with oversight of corporate governance matters.

Members:

Jeff M. Fettig, Chair
James A. Bell
Dennis H. Reilley

Committee Membership:

The Committee shall consist of three or more members elected by the Board of Directors at its first meeting following the Annual Meeting of Stockholders. Committee members may be appointed or removed by a majority vote of the entire Board of Directors.  All members of the Committee shall be "independent directors" as determined by the Board of Directors pursuant to the Company's Corporate Governance Guidelines and the New York Stock Exchange Listing Standards, and shall meet any other applicable standards of the Securities Exchange Act of 1934 and rules and regulations promulgated thereunder, as they may from time to time be amended. A subsequent determination that any member of the Committee does not satisfy these requirements shall not invalidate any action previously taken by the Committee except to the extent required by law or determined appropriate to satisfy any regulatory standards. 

The Chairman of the Committee shall be designated by the Board of Directors.

Committee Authority and Responsibilities:

The Committee shall have the authority and responsibility to take the actions set forth below as it determines necessary or appropriate and to perform such other duties and responsibilities as may be assigned to the Committee, from time to time, by the Board of Directors of the Company, and / or the Chairman of the Board of Directors:

  1. Develop and recommend to the Board qualification criteria for members of the Board of Directors.
  2. Develop and disclose a process for identifying and evaluating nominees for Director.
  3. Recommend to the Board the individuals to constitute the nominees of the Board of Directors for election at the next annual meeting of stockholders and who will be named as such nominees in the proxy statement used for solicitation of proxies by the Board.
  4. Recommend whether to fill the unexpired term of any vacancy arising on the Board of Directors and as appropriate nominate an individual for election to any such vacancy.
  5. Recommend and nominate members and chairs of standing Committees of the Board in consultation with the Chairman of the Board.
  6. Conduct an annual assessment of the size and composition of the Board of Directors and in consultation with the Chairman of the Board from time to time make recommendations to the Board for changes in the size of the Board as appropriate.
  7. Recommend and nominate individuals for election as officers of the Company.
  8. Provide oversight of corporate governance matters.
  9. Develop and recommend to the Board the Corporate Governance Guidelines for the Company. Review and reassess at least annually the adequacy of the Corporate Governance Guidelines of the Company and make recommendations for amendment to the Board as appropriate.
  10. In conjunction with the Audit Committee, review and recommend to the Board any amendments to the Company's Code of Business Conduct and Code of Financial Ethics, and review and recommend to the Board any waivers of such codes with respect to any director as it determines appropriate.
  11. Review and approve related person transactions, as defined in applicable Securities and Exchange Commission rules, and establish policies and procedures for the review, approval and ratification of related person transactions.
  12. Oversee annual performance evaluations of the Board of Directors.
  13. Oversee the orientation of new Directors.
  14. Consider and make recommendations to the Board with respect to any resignation tendered by a Director pursuant to the Company’s Corporate Governance Guidelines.
  15. Review competitive practice data regarding non-employee director compensation and make recommendations to the Board with respect to the amount and form of such compensation.
  16. Obtain input from all of the independent directors and recommend an independent Director to serve as Lead Director at such times as the Board determines that a Lead Director should be appointed.

Delegation to Subcommittees:

The Committee may form and delegate authority to subcommittees when appropriate.

Meetings:

The Committee shall meet at least three times each year, and additionally as appropriate. A majority of the members shall constitute a quorum. The Committee shall meet periodically in executive session.

Annual Review of the Charter and Performance:

The Committee Charter shall be reviewed at least annually and revised as appropriate. The Committee shall conduct an annual evaluation of its own performance.

Reports to the Board of Directors:

The Committee shall report regularly to the Board of Directors on Committee findings, recommendations, and any other matters the Committee deems appropriate. The Committee shall maintain minutes and other records of Committee activities.

Outside Consultants:

The Committee shall have sole authority to retain and terminate any search firm to be used to identify director candidates, including sole authority to approve the search firm's fees and other retention terms.