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PURPOSE
The purpose of the Nominating and Corporate Governance Committee (the “Committee”) of the Board of Directors (the “Board”) is to: (i) assist the Board by identifying, considering and recommending, consistent with criteria approved by the Board, qualified candidates for election as Directors, including the slate of Directors to be nominated by the Board for election at the Company’s Annual Meeting of Shareholders, and recommend to the Board nominees for each Board committee; (ii) review and recommend to the Board the compensation program for the Board’s non-executive Directors; (iii) develop and recommend to the Board the Corporate Governance Guidelines applicable to the Company, including taking a leadership role in shaping the corporate governance of the Company; (iv) oversee and advise the Board on management of the Company’s strategy, initiatives, risks, opportunities and reporting on material environmental, social and governance (“ESG”) matters; (v) oversee the development and implementation of succession planning for the Company’s Chief Executive Officer; and (vi) review and oversee compliance with the Company’s policies applicable to Directors, including the Company’s Code of Business Conduct and Ethics for Directors, Related Party Transactions Policy and Non-Employee Director Stock Ownership Guidelines.
COMPOSITION
The Board shall annually appoint a Committee comprised of at least three Directors, each of whom is, in the business judgment of the Board, "independent" under the rules of the New York Stock Exchange. The Committee shall recommend to the Board, and the Board shall designate, one of its members to serve as the Chair of the Committee. Members of the Committee shall be elected and may be removed and replaced by the full Board at any time.
AUTHORITY, OPERATIONS & PROCEDURES
Authority.
OPERATIONS & PROCEDURES
Operations & Procedures.
RESPONSIBILITIES
May 5, 2021
COMMITTEE MEMBERS
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