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Nominating/Corporate Governance Committee Charter
I. Purpose
The primary objectives of the Nominating/Corporate Governance Committee are to: (i)
identify individuals qualified to become Board members and recommend that the Board select
a group of director nominees for each next annual meeting of the Company’s stockholders;
(ii) ensure that the Audit, Compensation and Nominating/Corporate Governance Committees of
the Board have the benefit of qualified and experienced “independent” directors; (iii)
develop and recommend to the Board a set of effective corporate governance policies and procedures
applicable to the Company; and (iv) oversee the evaluation of the Board and management, and
(based on such evaluation) recommend to the Board which senior members of management should be
elected as new corporate vice presidents of the Company.
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II. Organization
The Nominating/Corporate Governance Committee shall consist of three or more directors, each of whom shall satisfy the applicable independence requirements of the NASDAQ Stock Market LLC and any other regulatory requirements.
Committee members shall be elected by the Board at each annual organizational meeting of the Board of Directors; they shall serve until their successors shall be duly elected and qualified, unless otherwise removed at any time by action of the Board. The Committee’s chairperson shall be designated by the full Board or, if it does not do so, the Committee members shall elect a Chairman by vote of a majority of the full Committee.
The Committee may form and delegate authority to subcommittees when appropriate, provided that the subcommittees are composed entirely of directors who satisfy the applicable “independence” requirements of the Company’s corporate governance principles and the NASDAQ Stock Market LLC.
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III. Structure and Meetings
The chairperson of the Nominating/Corporate Governance Committee will preside at each meeting and, in consultation with the other members of the Committee, will set the frequency and length of each meeting and the agenda of items to be addressed at each meeting. The chairperson of the Committee shall ensure that the agenda for each meeting is circulated to each Committee member in advance of the meeting.
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IV. Goals and Responsibilities
The Nominating/Corporate Governance Committee shall:
- Review and make recommendations regarding the size, composition and organization of the Board in order to ensure that the Board has an appropriate breadth of expertise and its membership consists of persons with sufficiently diverse and independent skill sets and backgrounds.
- Develop and recommend to the Board specific criteria for the selection of directors.
- With respect to director nominees, (i) identify individuals qualified to become members of the Board (consistent with criteria approved by the Board), (ii) review the qualifications of any such person submitted to be considered as a member of the Board by any shareholder or otherwise, and (iii) recommend that the Board select the director nominees for the next annual meeting of shareholders or to fill in vacancies on the Board. In identifying and reviewing qualifications of candidates for membership on the Board, the Committee shall evaluate all factors that it deems appropriate. The Committee may not recommend any person to serve as member of the Board after he or she has passed his or her 72nd birthday. This automatic retirement policy shall not apply to Henry Taub, the Company’s founder.
- Develop and periodically reassess policies and procedures with respect to the consideration of any director candidate recommended by shareholders or otherwise.
- Review and make recommendations to the Board with respect to the size, composition and organization of the committees of the Board to ensure that each committee has an appropriate breadth of expertise and that its membership consists of persons with sufficiently diverse and independent skill sets and backgrounds, including making recommendations to the Board with respect to members and chairpersons of these committees.
- Assist the Board in determining whether individual directors have material relationships with the Company that may interfere with their independence, as provided under applicable requirements and listing standards.
- Oversee the Board’s annual self-evaluation process. Receive comments from all directors as to the Board's performance and report annually to the Board with an assessment of the Board’s performance.
- Participate in and oversee the evaluation of management and report the results of such evaluation to the Board at least annually, including its recommendations as to which senior members of management should be elected as new corporate vice presidents of the Company.
- Develop, review and assess the adequacy of the Company’s corporate governance principles annually and recommend to the Board any changes deemed appropriate by the Committee.
- Develop and maintain the orientation program for new directors and continuing education programs for directors.
- Review and discuss as appropriate with management the Company’s public disclosures and its disclosures to stock exchanges relating to independence, governance and director nomination matters, including in the Company’s proxy statement.
- Review and assess the adequacy of this Charter annually and recommend to the Board any changes deemed appropriate by the Committee.
- Review its own performance annually.
- Perform any other activities consistent with this Charter, the Company's by-laws and governing law, as the Committee or the Board deems appropriate.
The foregoing responsibilities and duties set forth in this Charter should serve as a guide only, with the express understanding that the Committee may carry out additional responsibilities and duties and adopt additional policies and procedures as may be necessary in light of any changing business, legislative, regulatory, legal or other conditions.
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VI. Committee Resources
The Nominating/Corporate Governance Committee shall have the authority to obtain advice and seek assistance from internal or external legal, accounting or other advisors. The Committee shall have the sole authority to retain and terminate any search firm to be used to identify director candidates, including sole authority to approve such search firm’s fees and other retention terms.
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VII. Disclosure of Charter
This Charter will be made available on the Company's Web site at "www.adp.com."
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