提名及公司管治委员会章程
I. 目的
The purposes of the Nominating and Corporate 治理 Committee shall be to:
- Identify individuals qualified to become members of the 董事会
- Recommend individuals to the Board as director nominees and recommend directors to serve as members of Board committees
- Develop and recommend to the Board a set of corporate governance guidelines
- 检讨及评估 the Company’s ethics compliance programs and its 可持续性 programs, 政策和做法
II. 结构
The Nominating and Corporate 治理 Committee shall consist of not less than three directors as appointed by the 董事会. 董事会可自行决定免除成员的职务.
Each member of the Committee shall be independent as defined by the New York 股票 Exchange (the “纽交所”) and the U.S. Securities and Exchange Commission (the “SEC”) for the purpose of this Charter. The 董事会 shall make an affirmative determination that each member of the Committee is independent. 在做出这个决定时, 董事会应考虑1)任何咨询, 咨询, 或支付给会员的其他补偿性费用, 2)会员与本公司的任何从属关系, 其子公司和/或附属公司, and 3) all other factors relevant to determining whether the member has any relationships that are material to that member’s ability to be independent from management in connection with the duties of Committee membership.
The Chair of the Committee shall be designated by the 董事会. 委员会主席将主持委员会的每次会议. 如委员会主席未出席会议, the Committee members present at that meeting shall designate one of the Committee’s members as the acting chair for such meeting.
3. 过程
The Committee shall meet as often as necessary to carry out its responsibilities. 会议可亲自召开或通过会议电话召开, videoconferencing software or other electronic technology allowing all persons participating in the meeting to hear each other at the same time. The Committee may ask members of management or others to attend Committee meetings and provide pertinent information when needed. At least half the members of the Committee will constitute a quorum with a majority of votes of those Committee members present at a meeting in which a quorum has been established being sufficient to adopt a resolution or otherwise take action. 委员会无须召开会议，经一致同意可采取行动. Subject to legal and regulatory requirements and the requirements of the 纽交所, the Committee may also delegate any of its responsibilities to subcommittees as the Committee may deem appropriate.
IV. 职责、责任和权限
- Establish criteria for selecting new members of the 董事会.
- Lead the search for candidates qualified to become members of the 董事会, 考虑到多样性, 包括(但不限于)种族, 性别, 性取向和性别认同, 国籍, 种族, 专业背景, 以及地理和行业经验, 并向董事会推荐个人作为董事候选人.
- Review the Board of Director’s committee structure and recommend to the Board for its approval directors to serve as members of each Board committee.
- Develop and recommend to the Board and annually review a set of corporate governance guidelines.
- Ensure that an appropriate 商业行为和道德准则 is in place and review the Compliance Program designed by management to ensure that its content (including the Company’s health and safety programs) and implementation are appropriate to achieve and monitor compliance.
- Evaluate whether management is setting the appropriate tone at the top by communicating the importance of the Company’s 商业行为和道德准则.
- 审查所有交易, 在这些交易进入之前, 如果可能的话, between the Company and any related persons that are required to be reported under the applicable SEC regulations governing related person transactions, 并在适当情况下批准或批准此类交易.
- Oversee an annual self-evaluation of the Board and all committees of the Board.
- 监督董事会对管理层的年度评估.
- 对委员会进行年度绩效评估.
- 拥有唯一的权威, 在其自由裁量权, to retain and terminate any search firm to assist in the identification of director candidates, including sole authority to approve the firm’s fees and other retention terms.
- 检讨及评估, 至少每年一次, the Nominating and Corporate 治理 Committee charter and submit changes for approval of the 董事会.
- 定期检讨和评估公司的环境, 社会, 和管理(“可持续性”)项目, 政策, 和实践, including evaluation of the oversight and coordination processes between the Board and each of its committees. Review management's stakeholder engagement strategy related to 可持续性. Make recommendations to the Board in furtherance of the sustainable growth of the Company's businesses.
- 执行董事会要求的其他职能.
V. 报告的责任
提名及公司管治委员会是, 对…负责, 直接向其报告的董事会. The Nominating and Corporate 治理 Committee is responsible for regularly updating the 董事会 about Committee activities and making appropriate recommendations.