Nominating and Corporate Governance Committee Charter
1. Purpose. There shall be a committee of the Board of Directors (the “Board”) of CEB (the “Company”) to be known as the Nominating and Corporate Governance Committee (the “Committee”). The purpose of the Committee is (i) to assist the Board in locating qualified individuals to serve as directors and executive officers of the Company and (ii) to review and make recommendations to the Board on corporate governance issues, as well as to administer and oversee all aspects of the Company’s corporate governance functions on behalf of the Board, including procedures for compliance with significant applicable legal, ethical and regulatory requirements that affect corporate governance.
2. Membership and Organization. The Committee shall be composed of at least three directors, consisting entirely of “independent” directors, each of whom is appointed annually by the Board. For purposes hereof, “independent” will mean a director who meets the applicable director independence standards included in the listing requirements for New York Stock Exchange (“NYSE”) securities (or for any other exchange or trading system on which the Company’s securities are subsequently listed), any other requirements of applicable laws and regulations and any additional director independence standards adopted by the Company, all as determined by the Board. Members of the Committee shall hold their positions for one year and until their successors are elected and qualified, or until their earlier death, resignation or removal. Members may be removed from the Committee, with or without cause, by a majority vote of the Board. All vacancies on the Committee shall be filled by a majority vote of the Board. The Board shall designate one member of the Committee as chair or delegate the authority to designate a chair to the Committee.
3. Operations. The Committee shall meet as often as may be deemed necessary or appropriate in its judgment, but at least four times each year. All meetings shall be called by the chair of the Committee. The chair of the Committee shall preside over all sessions of the Committee and develop the agenda for each Committee meeting. Meetings may be held in person or by telephone or video conference call. The Committee shall elect a secretary who shall give notice personally or by mail, telephone, facsimile, or electronically to each member of the Committee of all meetings, not later than twelve noon of the day before the meeting, unless all of the members of the Committee waive notice thereof at or before the meeting, in which case the meeting may be held without the aforesaid advance notice. The Committee will cause to be kept adequate minutes of all its proceedings, and shall promptly inform the Board of the actions taken or issues discussed at its meetings. This will generally take place at the Board meeting following a Committee meeting. The majority of the members of the Committee shall constitute a quorum for the transaction of business.
4. Outside Advisors and Search Firms. The Committee shall have the resources, authority, and funding (which will be provided by the Company) necessary to discharge its duties and responsibilities, including the authority to select, retain, terminate, and approve the fees, costs and other retention terms of outside counsel, experts, and other professional advisors, as it deems appropriate to assist it in the performance of its functions, as determined by the Committee, without seeking approval from the Board or management. The Committee shall also have sole authority to select, retain, terminate, and approve the fees, costs and other retention terms of search firms and other employment consultants used to locate potential candidates for the Board or other executive officers. The Company shall pay the fees and costs of such search firms. Any communications between the Committee and legal counsel in the course of obtaining legal advice will be considered privileged communications of the Company, and the Committee will take all necessary steps to preserve the privileged nature of those communications.
5. Responsibilities. In carrying out its responsibilities, the Committee believes its policies and procedures should remain flexible, in order to best react to changing conditions and to promote nominating and corporate governance practices that are in accordance with applicable requirements and are of the highest quality. The Committee’s primary responsibilities include:
- Annually work with the Board to determine the appropriate and desirable mix of characteristics, skills, expertise and experience for the full Board and each committee, taking into account both existing directors and all nominees for election as directors, as well as any diversity considerations.
- Make recommendations to the Board regarding the size and composition of the Board, establish procedures for the nomination process and identify and review the qualifications and suitability of nominees for the Board, including candidates recommended by shareholders.
- Annually review and assess the contribution and independence of directors, and evaluate the performance of individual directors, in determining whether to recommend them for reelection to the Board. In assessing the independence of a director, the Committee will apply the definition of “independent director” in the listing requirements for NYSE securities (or for any other exchange or trading system on which the Company’s securities are subsequently listed), any other requirements of applicable laws and regulations, and any additional director independence standards adopted by the Company.
- Annually present to the Board a list of individuals recommended for nomination for election to the Board at the annual meeting of shareholders.
- Recommend to the Board individuals to be elected by the Board as necessary to fill vacancies and newly created directorships.
- Review directorships in other companies held by or offered to directors.
- Review the impact of a director’s change in or retirement from his or her principal occupation on such director’s qualifications for continued service on the Board, in light of then-applicable Board membership criteria, and determine whether or not to recommend that the Board accept or reject the director’s resignation from the Board.
- At least annually, and otherwise as necessary, review the performance and composition of each committee and present recommendations for committee memberships to the Board, and, as circumstances dictate, make any recommendations regarding periodic rotation of directors among the Board committees.
- Review and assess the development of the executive officers and consider and make recommendations to the Board on promotion and succession issues at such times as appropriate.
- Periodically review succession plans for the Chief Executive Officer (“CEO”) of the Company, and screen and recommend to the Board, candidate(s) for CEO, and other executive officers of the Company at such times as appropriate.
- Annually review management’s recommendations with respect to shareholder proposals, if any, for the Company’s proxy materials.
Board and Committee Assessment
- Develop and recommend to the Board procedures for the evaluation and self-evaluation of the Board and its committees and annually oversee the evaluation process and report to the Board on the performance and effectiveness of the Board as a whole and its committees.
New Director Orientation and Continuing Education
- Assure that appropriate director orientation and continuing education programs exist.
Corporate Governance Documents
- Annually review and make recommendations to the Board about changes to the charter of the Committee and the charters of other Board committees after consultation with the respective committee chairs.
- Annually review and evaluate the Company’s Corporate Governance Principles and their application and recommend changes to the Board as appropriate.
- Recommend to the Board proposed changes to the Company’s Certificate of Incorporation and Bylaws.
- Periodically review the Company’s Code of Conduct; Policy Statement on Inside Information and Insider Trading; and its other compliance policies, programs, and procedures; make changes, as appropriate in such policies, procedures, and programs; and generally monitor and oversee the Company’s compliance activities.
- Review and discuss with management the Company’s risk management practices and policies and, in light of such information, evaluate how the Company’s corporate governance and legal and regulatory compliance policies and practices, including leadership, structure, and succession planning, may affect the Company’s major risk exposures, and whether such effects would be reasonably likely to be material to the Company. The Committee shall promptly report to the full Board any risk that is reasonably likely to be material to the Company.
- Assume such other duties as the Board may from time to time delegate.