Nominating and Corporate Governance Committee Charter
As Amended October 1, 2024
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1.0? Membership.The Nominating and Corporate Governance Committee (the “NCG Committee”) shall consist of at least three directors who satisfy the independence requirements of the New York Stock Exchange. The members of the NCG Committee shall be elected by the Board of Directors, upon recommendation of the NCG Committee, to serve at the pleasure of the Board of Directors. The Board of Directors shall designate a chairman from among the membership of the NCG Committee. On its own initiative or upon recommendation by the NCG Committee, the Board of Directors may remove any member of the NCG Committee at any time. Vacancies on the NCG Committee shall be filled by the Board of Directors.
2.0 Purpose.??The purpose of the NCG Committee shall be to make recommendations to the Board of Directors concerning the composition of the Board of Directors and its committees; develop and recommend to the Board of Directors corporate governance guidelines; advise the Board of Directors on corporate governance matters; oversee the evaluation of the Board of Directors and its committees; and assist the Board of Directors in fulfilling its oversight responsibilities relating to the Corporation’s ethical conduct, sustainability, environmental stewardship (including climate change), corporate culture and health and safety programs.
3.0? Responsibilities.??In order to achieve the purpose outlined in this charter, the NCG Committee shall be assigned the following responsibilities:
???3.1??Corporate Governance.
????????????????3.1.1 identify qualified individuals and recommend to the Board of Directors nominees for election to fill any vacancy occurring on the Board and fill new positions created by an increase in the authorized number of directors of the Corporation. Each year, the NCG Committee shall recommend to the Board of Directors a slate of directors to serve as management’s nominees for election by the stockholders at the annual meeting. The NCG Committee shall annually review the criteria for selection of director nominees and shall identify individuals for nomination as directors of the Corporation whose selection is consistent with the corporate governance guidelines of the Board of Directors;
??????????????? 3.1.2?oversee the organization and function of the committees of the Board of Directors. Each year, the NCG Committee shall recommend to the Board of Directors the membership of each committee and a member to serve as Committee Chairman to be effective following the annual meeting of stockholders. Candidates for committee membership shall meet all regulatory requirements for independence and subject matter knowledge. The NCG Committee shall recommend the filling of any vacancy occurring on a committee, as needed, and recommend to the Board of Directors?changes to the respective committee charters;
??????????????? 3.1.3 develop and recommend to the Board of Directors corporate governance guidelines applicable to the Corporation that are compliant with applicable requirements.? The NCG Committee shall monitor developments, trends and best practices in corporate governance and take appropriate actions including recommending to the Board of Directors updates to the corporate governance guidelines from time to time as needed;?
??????????????? 3.1.4 review and recommend to the Board of Directors the compensation of the Board of Directors, including the nature and adequacy of director and officer indemnification and liability insurance. The NCG Committee shall annually review the compensation of the Board of Directors, including an assessment of the competitiveness of the Directors’ compensation program and when appropriate, using market data and in consultation with an independent consultant;
??????????????? 3.1.5 develop and recommend to the Board of Directors an annual self-evaluation of the Board of Directors and each of its committees. The NCG Committee shall annually conduct an evaluation of its performance; and
??????????????? 3.1.6 conduct a reasonable prior review and provide oversight of related person transactions in accordance with the Corporation’s related person transaction policy.
????3.2?Ethics & Sustainability.
??????????????? 3.2.1 monitor compliance with the Code of Ethics and Business Conduct, and review and resolve all matters of concern presented to it by the Senior Vice President, Ethics and Enterprise Assurance;
??????????????? 3.2.2?review, monitor and provide risk oversight of the Corporation’s policies and initiatives with respect to sustainability, including corporate responsibility, human rights, environmental stewardship (including climate change), employee health and safety, ethical business practices, community outreach, philanthropy, diversity, inclusion, and equal opportunity, and the Corporation’s record of compliance with laws and regulations related thereto; and
??????????????? 3.2.3?review the results of employee surveys and other items relevant to corporate culture.
??????3.3??System Safety.? ??Provide oversight of the Corporation’s policies and processes for the safety of the Corporation’s products and services, including any safety concerns presented to it by the Chief Engineer and Senior Vice President, Engineering and Technology. The NCG Committee will have unrestricted access to the Chief Engineer and Senior Vice President, Engineering and Technology.
??????3.4??Community, Public and Government Relations.? ??Oversee matters pertaining to community and public relations, including government relations and political contributions and lobbying expenditures.
??????3.5??Charitable Contributions.? ??Review, as needed, the proposed charitable contributions budget of the Corporation and make recommendations to the Board of Directors for adoption.
4.0? Authorities.? In furtherance of its responsibilities, the NCG Committee shall possess the following authorities:
????4.1?Outside Advisors.??The NCG Committee has sole authority to select any search firm to be used to identify director candidates, a compensation consultant, legal counsel or other advisor only after taking into consideration all factors relevant to that person’s independence from management including the following:
??????????????? 4.1.1 the provision of other services to the Corporation by the person that employs the compensation consultant, legal counsel or other advisor;
??????????????? 4.1.2 the amount of fees received from the Corporation by the person that employs the search firm advisor, compensation consultant, legal counsel or other advisor, as a percentage of total revenue of the person that employs the search firm advisor, compensation consultant, legal counsel or other advisor;
??????????????? 4.1.3 the policies and procedures of the person that employs the search firm advisor, compensation consultant, legal counsel or other advisor that are designed to prevent conflicts of interest;
??????????????? 4.1.4 any business or personal relationship of the search firm advisor, compensation consultant, legal counsel or other advisor with a member of the NCG Committee;
??????????????? 4.1.5 any stock of the Corporation owned by the search firm advisor, compensation consultant, legal counsel or other advisor; and
? ? ? ? ? ? ? ? 4.1.6 any business or personal relationship of the search firm advisor, compensation consultant, legal counsel, other advisor or the person employing the advisor with an executive officer of the Corporation.
????4.2?Delegated Authority.??The NCG Committee may perform such other functions and exercise such other powers as may be delegated to it from time to time by the Board of Directors.
????4.3?Subcommittees.? The NCG Committee may delegate its authority to subcommittees (which may consist of one or more members of the NCG Committee) when it deems appropriate and in the best interest of the Corporation.
????4.4?Committee Charter.??The NCG Committee shall review and recommend to the Board of Directors the adequacy of its charter and proposed changes from time to time as needed.
????4.5?Funding.??The Corporation shall provide for appropriate funding, as determined by the NCG Committee, in its capacity as a committee of the Board of Directors, for payment of: (i) compensation to any advisors employed by the NCG Committee; and (ii) ordinary administrative expenses of the NCG Committee that are necessary or appropriate in carrying out its duties.
5.0? Procedures.??The NCG Committee shall hold at least two meetings per year and shall meet with management and separately in executive session without management, and may meet periodically separately in executive session with the Senior Vice President, Ethics and Enterprise Assurance and/or the Chief Engineer and Senior Vice President, Engineering and Technology, as needed.? The NCG Committee shall report all action by the NCG Committee to the Board of Directors at its meeting next succeeding such action, which shall be subject to revision and alteration by the Board of Directors.
6.0? Authority of the NCG Committee.??The NCG Committee shall, except when such powers are by statute, the Charter or the Bylaws either reserved to the Board of Directors or delegated to another committee of the Board of Directors, possess all of the powers of the Board of Directors in matters pertaining to governance, ethics and business conduct and corporate sustainability. All action by the NCG Committee shall be reported to the Board of Directors at its meeting next succeeding such action and shall be subject to revision and alteration by the Board of Directors.
Committee Members
- Thomas J. Falk – Chairman
- Bruce A. Carlson
- Joseph F. Dunford, Jr.
- Debra L. Reed-Klages