The Committee shall be comprised of three or more members of the Board. A majority of the members of the Committee shall satisfy the independence standards of the New York Stock Exchange, Inc. (the “NYSE”) relating to the Board majority independence requirement and any applicable regulatory requirements. The Chairman and members of the Committee shall be appointed by the Board upon the recommendation of the Nominating and Corporate Governance Committee 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 matters to be addressed at each of the Committee’s scheduled meetings during the year. Committee members are expected to make suggestions for agenda items.