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Nominating and Governance Committee CharterThe Board of Directors of the Society of Corporate Secretaries and Governance Professionals, Inc. (the "Society") has adopted this charter for its Nominating and Governance Committee (the "Committee"). Purpose The Committee shall assist the Society's Board of Directors (the "Board") in shaping corporate governance policies and practices including recommending to the Board Corporate Governance Guidelines (the "Guidelines"), which will include qualifications for leadership positions, and monitoring the Society's compliance with the Guidelines. The Committee shall identify qualified candidates and review the qualifications of members suggested to be Chairman-Elect, Directors of the Board, and chairs of the Society's committees, and shall make recommendations to the Board with respect thereto. The Committee shall assist the Board in its responsibilities relating to succession planning and in particular with respect to the President and Chief Operating Officer. Composition The Committee shall have no fewer than five or more than nine members and shall include the Chairman and Chairman-Elect. Upon the recommendation of the Chairman of the Board and the President, between three and seven additional members of the Society, subject to Board approval, shall serve a one-year term on the Committee. Committee Operations Meeting Schedule. The Committee shall approve its schedule of meetings and shall meet at least once a year before suggestions are made to the Board for Chairman-Elect, Directors or committee chairs. The Committee may also hold additional meetings at the request of any Committee member. The Committee may meet in person or by telephone conference call. Attendance at Meetings. The Committee may, in its discretion, invite members of management and other Directors to attend the Committee's meetings. Return to Society Committees Page
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