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Committee
Charters
Audit
Committee
Committee
on Directors and Corporate Governance
Compensation
and Management Development Committee
Science and Technology Committee Charter
Committee
on Directors and Corporate Governance Charter
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Purpose
The
Committee on Directors and Corporate Governance (“Committee”)
is appointed by and acts on behalf of the Board of Directors
(“Board”). It is responsible for (i) identifying
individuals qualified to become Board members, (ii) recommending
that the Board select the director nominees for the next annual
meeting of stockholders, and (iii) overseeing the Board’s
annual evaluation of its performance. It is also responsible
for developing and recommending to the Board a set of corporate
governance guidelines applicable to the company and for periodically
reviewing such guidelines.
The
Committee shall have the resources and authority appropriate
to discharge its responsibilities, including the sole authority
to retain, set compensation for, and terminate a search firm
to be used to identify director candidates. In addition, the
Committee shall have authority to obtain advice and assistance
from other experts or consultants to advise the Committee.
Composition
The
Committee shall consist of three or more independent directors
of the company designated by the Board and approved by a majority
of the whole Board by resolution or resolutions. The members
of the Committee shall meet the independence requirements of
the New York Stock Exchange.
The
members of the Committee shall serve one-year terms. The members
of the Committee shall serve
until their resignation, retirement,
or removal by the Board or until their successors shall be appointed.
No member of the Committee shall be removed except by majority
vote of the independent directors of the full Board then in office.
The
Committee shall have the resources and authority appropriate
to discharge its responsibilities, including the authority
to consult outside advisors to assist in their duties to the
Company.
The
Company shall provide for appropriate funding, as determined
by the Committee, for payment of compensation to any advisors
employed
by the Committee.
Meetings
The
Committee shall meet at least twice annually, or more frequently
as circumstances dictate. A majority of the Committee members
shall be present to constitute a quorum for the transaction of
the Company’s business. The Committee may delegate to one
or more of its members one or more of the responsibilities and
duties set forth below.
| Responsibilities
and Duties
The
Committee shall:
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| 1. |
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consider and make recommendations to the Board concerning
the appropriate size, function and needs of the Board,
taking into account that the Board as a whole shall
have competency in the following areas: (i) industry
knowledge; (ii) accounting and finance; (iii) business
judgment; (iv) management; (v) leadership; (vi) international
markets; (vii) business strategy; (viii) crisis management;
and (ix) corporate governance.
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| 2. |
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determine
the criteria for Board membership, including desired skills
and attributes, conduct searches for prospective
directors based on the criteria, and evaluate and recommend
candidates for election to the Board by the stockholders
or to fill Board vacancies. The Committee has the sole
authority for the engagement and termination of any search
firm to be used to identify director candidates and sole
authority to approve engagement fees and retention terms
for such firms.
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| 3. |
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consider nominations for Board membership made by stockholders.
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| 4. |
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evaluate and make recommendations to the Board of Directors
concerning the appointment of directors to Board committees
and the selection of Board Committee chairs.
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| 5. |
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evaluate
and recommend to the Board the responsibilities of the
Board committees, including the structure, operations
and the authority to delegate to subcommittees.
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| 6. |
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recommend
the desired ratio of employee directors to non-employee
directors, but in no event shall the Board be composed
of less than a majority of independent directors.
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| 7. |
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review
the format of Board meetings and make recommendations for
the improvement of such meetings
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| 8. |
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review
and recommend to the Board on an annual basis the compensation
for non-employee directors.
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| 9. |
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consider
questions of possible conflicts of interest of Board members
and the Executive Committee members.
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| 10. |
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review
and approve related party transactions that are greater
than $120,000 in accordance with the Company’s
related party transaction policies and procedures.
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| 11. |
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annually review and assess the adequacy of the Company’s
corporate governance guidelines and recommend any changes
to the Board for its approval and adoption.
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| 12. |
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consider matters relating to the Company’s responsibilities
as a global corporate citizen pertaining to corporate social
responsibility and corporate public policy and the impact
on the Company’s employees and stockholders.
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| 13. |
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provide
oversight of political contributions made by the Company,
including annually reviewing the Company’s
political contribution policy.
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| 14. |
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annually evaluate its own performance as well as oversee
the annual self-evaluation of the Board and Board Committees. |
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15.
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report
its activities and actions to the Board of Directors on
a regular basis.
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16.
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review
and reassess the adequacy of this Charter annually and
recommend any proposed changes to the Board for its
approval.
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17.
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perform
any other activities consistent with this Charter, the
Company’s Certificate of Incorporation, Bylaws
and governing law, as the Committee or the Board deems
necessary or appropriate.
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