NOMINATING AND CORPORATE GOVERNANCE
COMMITTEE CHARTER
I. Purpose and Authority.
The Nominating and Corporate Governance Committee of Alpha Natural Resources, Inc. (the “Company”) is appointed by the Board of Directors (the “Board”) to (1) assist the Board in identifying individuals qualified to become members of the Board and executive officers of the Company, (2) select, or recommend that the Board select, director nominees for election as directors by the stockholders of the Company; (3) develop and recommend to the Board a set of effective governance policies and procedures applicable to the Company; (4) lead the Board in its annual review of the Board’s performance; (5) recommend to the Board director nominees for each committee, (6) make recommendations regarding committee purpose, structure and operations, (7) play a leadership role in the Company's corporate governance, and (8) oversee and approve a management continuity planning process.
II. Committee Resources.
The Committee, in discharging its oversight role, is empowered to study or investigate any matter of interest or concern that the Committee deems appropriate and to obtain any information it requires from employees and outside advisors, which persons will be directed to cooperate with the Committee's requests. The Committee shall have the authority to retain special legal, accounting or other advisers to advise the Committee, including without limitation the sole authority to retain and terminate any search firm to be used to identify director candidates and the sole authority to approve such firm’s fees and other retention terms. The Company shall provide for appropriate funding for such counsel or experts retained by the Committee.
III. Committee Composition.
The Committee shall be comprised of three or more members of the Board. The members of the Committee shall satisfy all applicable requirements then in effect of the New York Stock Exchange, Inc. (the “NYSE”), or any stock exchange or national securities association on which the Company’s securities are listed or quoted and any other applicable regulatory requirements, including without limitation requirements relating to director independence, nomination and size of the Committee.
The Chairman and members of the Committee shall be appointed by the Board and shall serve until such member’s successor is duly elected and qualified or until such member’s earlier resignation, retirement, removal from office or death. The members of the Committee may be removed, with or without cause, by a majority vote of the Board.
The Chairman will chair all meetings of the Committee and set the agendas for Committee meetings. The Chairman shall establish an annual calendar with a proposed agenda of the governance matters and nominations to be addressed at each of the Committee’s scheduled meetings during the year. Committee members are expected to make suggestions for agenda items.
IV. Delegation of Duties.
In fulfilling its responsibilities, the Committee is entitled to form and delegate any or all of its responsibilities to a subcommittee consisting of one or more members of the Committee, when appropriate and permitted by applicable legal and regulatory requirements. Where so permitted, a subcommittee of the Committee may exercise the powers and authority of the Committee and the Board while acting within the scope of the powers and responsibilities delegated to it.
V. Meetings.
The Committee shall meet as often as its members deem necessary to fulfill the Committee’s responsibilities. A majority of the Committee members shall constitute a quorum for the transaction of the Committee’s business. The Committee shall act upon the vote of a majority of its members at a duly called meeting at which a quorum is present. Any action of the Committee may be taken by a written instrument signed by all of the members of the Committee. The Committee shall have the authority to establish other rules and procedures for notice and conduct of its meetings consistent with the Company’s bylaws and the Corporate Governance Practices and Policies.
All non-management directors that are not members of the Committee may attend meetings of the Committee but may not vote. Additionally, the Committee may invite to its meetings any director, member of management of the Company and such other persons as it deems appropriate in order to carry out its responsibilities. However, when necessary, the Committee may meet in executive session without such other persons present.
VI. Powers and Duties.
The following functions shall be the recurring activities of the Committee in carrying out its responsibilities outlined in Section I of this Charter. These functions should serve as a guide with the understanding that the Committee may carry out additional or substitute functions and adopt additional policies and procedures as may be appropriate in light of changing business, legislative, regulatory, legal or other conditions. The Committee shall also carry out any other responsibilities and duties delegated to it by the Board from time to time related to the purposes of the Committee outlined in Section I of this Charter.
The Committee shall have the following specific powers and duties:
1. To identify qualified candidates to serve on the Board consistent with criteria approved by the Board and select, or recommend that the Board selects, director nominees for the next annual meeting of stockholders and recommend candidates to fill vacancies on the Board. In identifying candidates for membership on the Board, the Committee and the Board shall take into account all factors it considers appropriate, which may include (a) Board qualifications of creating a Board composed of diverse individuals with various and relevant career experience, who are (i) respected within the industry and the Company’s markets, (ii) proven leaders in the communities in which the Company does business, (iii) experienced managers, (iv) visionaries for the future of the Company’s business, (v) willing to act on and be accountable for Board decisions, (vi) able to provide wise, informed, and thoughtful counsel to top management on a range of issues; (vii) loyal, (viii) able to effectively handle crises and minimize risk, (ix) dedicated to sound corporate governance, and (x) collegial, and (b) individual qualifications of strength of character, maturity of judgment, independence of thought, an ability to take tough positions while at the same time working as a team player, accounting and finance knowledge (including expertise that could qualify at least one director as an “audit committee financial expert” as that term is defined by the rules of the Securities and Exchange Commission), technical expertise, familiarity with the Company’s business, industry, and competition, general business acumen, critical thinking, local or community ties, consideration of any actual or potential conflicts of interest posed by the proposed nominee’s election as a director, and the proposed nominee’s time available to devote to Board and committee activities and to enhance his or her knowledge of the Company’s business. The Committee also may consider the extent to which the candidate would fill a present need on the Board;
2. Assess the contributions and independence of incumbent directors in determining whether members of the Board should stand for re-election and make recommendations to the Board;
3. To develop and recommend to the Board guidelines and criteria to determine the qualifications of directors and committee members, to evaluate prospective candidates for nomination to the Board based on those guidelines, including individuals recommended by stockholders, and review and make recommendations to the full Board regarding procedures for the submission of recommendations by stockholders as it deems appropriate, subject to any contractual nomination rights of any stockholders;
4. To consider questions of independence and possible conflicts of interest that may affect directors’ service on the Board or Board committees and potential director nominees;
5. To consider and make recommendations to the Board concerning the size and composition of the Board;
6. To recommend members of the Board to serve as members and Chairpersons of the Board’s committees and subcommittees, giving consideration to any service criteria set forth in the charter of each committee and other factors the Committee deems relevant;
7. To review and recommend committees and committee purpose, structure and operations, including assignment rotation schedules, periodic review of committee charters and performance and authority to delegate to subcommittees;
8. To review director self-evaluation comments regarding performance of the Board and each committee and report findings to the Board;
9. To recommend performance criteria for the Board, its committees and the Company’s management and to oversee the evaluation of the effectiveness and performance of the Board, its committees and the Company’s management based on such criteria;
10. To review the qualifications of and recommend to the Board candidates for election as executive officers of the Company;
11. To review the adequacy of the Company’s certificate of incorporation and bylaws and recommend to the Board amendments that are advisable in the view of the Committee for consideration by the stockholders;
12. To develop and recommend corporate governance practices and policies of the Company and monitor compliance in areas of corporate governance and annually review the Company's corporate governance processes, including issues such as the Board's organization, membership criteria, structure, frequency of meetings, and to recommend, if deemed appropriate, changes to the Board;
13. To identify and bring to the attention of the Board current and emerging corporate governance trends and issues that may affect the business operations, performance or public image of the Company;
14. To oversee and review the Company’s processes for providing information to the Board and to assess the channels through which the Board receives information, and the quality and timeliness of the information received;
15. To oversee and approve the management continuity planning process including, without limitation, reviewing and evaluating the succession plans relating to the Chief Executive Officer and other executive officer positions;
16. To maintain minutes or other records of meetings and activities of the Committee and to report to the Board following meetings of or actions taken by the Committee;
17. To conduct or authorize investigations into any matters within the Committee’s purpose and powers;
18. To review executive officer and director indemnification and insurance matters;
19. To review and reassess the powers of the Committee and the adequacy of this Charter periodically and recommend any proposed changes to the Board for approval;
20. To conduct an annual performance review and evaluation of the Committee; and
21. To consider such other matters as the Committee or the Board may, in its discretion, determine to be advisable.
VII. Understanding as to the Committee’s Role.
Management of the Company is responsible for the day-to-day operation of the Company’s business. As a result, the Company’s officers and employees and other persons who may be engaged by the Committee may have more time, knowledge and detailed information about the Company than do the Committee members. The Committee will review information, opinions, reports or statements presented to the Committee by the Company’s officers or employees or other persons as to matters the Committee members reasonably believe are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Company. While the Committee has the responsibilities and powers set forth in this charter, each member of the Committee, in the performance of his or her duties, will be entitled to rely in good faith upon reports presented to the Committee by these experts. Accordingly, the Committee’s role does not provide any special assurances with regard to matters that are outside the Committee’s area of expertise or that are the traditional responsibility of management.
Adopted July 31, 2009