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centex Governance%20and%20Nominating%20Committee

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centex Governance%20and%20Nominating%20Committee

  1. 1. CENTEX CORPORATION Corporate Governance and Nominating Committee Charter GENERAL The Centex Board of Directors created the Corporate Governance and Nominating Committee to assist the Board in matters relating to: • The identification of potential Board members that meet Board-approved criteria; • The recommendation of director nominees for the next annual stockholders meeting and, when appropriate, director appointees who would take office between annual meetings; • The development and recommendation of Company corporate governance guidelines; • The management of the Board’s annual performance evaluation of the Board, its members and executive management; • Recommendations on standing Board committees; and • Advice and counsel on the Company’s governance, including the Board’s practices and effectiveness. The Committee has the authority of the Board, except as may be prohibited by law, in all matters encompassed by this Charter. The Committee also has all authority required by the Securities and Exchange Commission (SEC) and the New York Stock Exchange (NYSE). MEMBERSHIP • The Committee shall consist of at least three people, all of whom are members of the Board and whom have been determined by the Board to satisfy the independence requirements set forth in the NYSE listing standards. • The Board will designate members either at the annual Board meeting or at such other meeting or time as the Board shall determine. • Each member will serve until the next time Committee members are designated, unless the member resigns, or is removed or replaced. • The Board may remove or replace any member at any time. • If for any reason the Board does not designate new members of the Committee at the annual Board meeting or at such other meeting or time as the Board shall determine, the current members will continue to serve until the Board names new members. • Filling a vacancy is optional, unless there are fewer than three members remaining on the Committee; then the vacancy must be filled. • To fill a vacancy or to otherwise replace a member, the Board will designate another director who meets the requirements for membership to fill the unexpired term.
  2. 2. INTERNAL GOVERNANCE AND PROCEDURES Criteria for the Chairperson and Committee Rules • The Board will designate one member to act as the Chairperson until the next time Committee members are designated. • The Board can remove or replace the Chairperson at any time. • If the Chairperson resigns or is removed, the Board will name an existing member of the Committee to serve as Chairperson for the unexpired term. • The Chairperson presides over all Committee meetings and reports the Committee’s findings and conclusions to the Board. • The Chairperson shall have authority to execute and deliver all documents requiring signature by the Committee in relation to the Committee’s powers, duties and obligations as set out in this Charter or as decided by the Committee. • The Committee may establish rules for business that include meetings, notices, quorum, voting, agenda preparation, and distribution of materials, as long as they don’t conflict with the By-Laws, securities laws, SEC rules and regulations, NYSE standards or other provisions of the Charter. • If no rules have been set by the Committee, then: o A majority of the Committee constitutes a quorum; o If the Committee has an even number of members, one-half the members will constitute a quorum; and o As long as the Committee meeting has a quorum, the majority opinion can approve Committee action. • The Committee shall review its procedures periodically and make changes as necessary. Guidelines for Committee Meetings • The Committee will meet at least two times a year, and more often as needed. • The meetings can be held by phone; any member can call in if needed. • Special guests may be invited to meetings as needed. • The Committee can meet as often as necessary with the Company’s management, consultants or independent auditors and in separate executive sessions if any Committee member feels privacy is needed. • Written minutes of the meeting and records of action must be kept. Guidelines for Subcommittees • The Committee can delegate specified duties and responsibilities to a subcommittee. • The subcommittee can consist of one or more members (unless a specified number is required), who have been designated by a majority of the Committee. • Any decision by the subcommittee must be reported back to the full Committee at the next scheduled meeting. • The subcommittee must follow any rules or procedures determined by the Committee. DUTIES AND RESPONSIBILITIES The Committee will provide the Board any help needed relative to the general oversight of the governance of the Board and the nomination of Board members. Listed below are 2
  3. 3. the general duties and responsibilities of the Committee, which will be reviewed periodically. The Committee will follow all NYSE listing standards, the securities laws, SEC rules and regulations and any other applicable law. In order to fulfill its responsibilities, the Committee will at minimum: a. Governance • Develop and recommend corporate governance guidelines and, once adopted, review and reassess these guidelines annually. • Recommend, and periodically review, director independence standards consistent with NYSE requirements and other applicable laws. • Oversee the Company’s positions on significant stockholder relations issues, including stockholder proposals submitted for inclusion in the proxy statement. The Committee (and, between meetings, the Chairperson) may refer a particular stockholder proposal to another Board committee for action. • Review proposed amendments to the Articles of Incorporation and By-Laws and recommend appropriate action. • Oversee the Board’s orientation process for new directors and continuing education program for directors. • Review the Board’s policies for director compensation, stock ownership requirements, retirement and tenure, and recommend changes. • Recommend to the Board compensation for non-employee directors. • Consider related person transactions submitted under the Company’s Related Person Transactions Policy, determine whether such transactions are in the Company’s and stockholders’ best interests and communicate such determination to the Chief Financial Officer and Chief Legal Officer. • Periodically review the Company’s Delegation of Authority Policy and recommend changes as necessary. • Periodically review corporate governance matters and recommend action where appropriate. • Annually recommend the persons whom the Board must designate as executive officers under Section 16 of the Securities Exchange Act. b. Nominating • Actively seek, identify and evaluate for each annual stockholders meeting individuals qualified to become Board members and, between the annual meetings, directors to be elected by the Board to fill vacancies or newly created directorships. In determining its recommendation for nominees to the Board, the Committee shall consider: o The size of the Board; o Other considerations included in the Corporate Governance Guidelines, and applicable laws; and o Nominees proposed by stockholders under the provisions of the By-Laws. • In assessing the qualifications of prospective Board nominees, consider each nominee’s: o Independence; o Personal and professional integrity; o Experience; o Skills; 3
  4. 4. Ability and willingness to devote the time and effort necessary to be an o effective board member; and o Commitment to acting in the best interests of the Company and its stockholders. • Periodically review with the Board the Board’s composition and recommend, if necessary, measures to be taken so that the Board contains at least the minimum number of independent directors under the NYSE standards and reflects the appropriate balance of: o Knowledge; o Experience; o Requisite skills; o Expertise; and o Diversity. • Evaluate the independence, qualifications and performance of incumbent directors and determine whether to recommend them for re-election. • Recommend director nominees for each of the Board committees (including each committee chairperson) as openings arise or as the Board determines that rotations of committee assignments are advisable. Such committee recommendations should be in accordance with each committee’s member requirements (as specified in the committees’ applicable charters), and in making its recommendation, the Committee should consider each committee’s annual assessment of its: o Composition; o Performance; o Effectiveness; and o The abilities and skills of individual directors. • In accordance with the Corporate Governance Guidelines: o Determine the effect of a director’s change in circumstances and, if appropriate, recommend whether to accept a tendered resignation from the director; and o Promptly consider a director’s resignation when that director received more “withheld” votes than “for” votes from his or her election by the stockholders, and recommend whether to accept or reject the tendered resignation. • Recommend to the Board removal of a director, if appropriate. c. Officers and Employees • Recommend to the Board stock ownership guidelines for executive officers and monitor compliance with such guidelines. • Review and approve, prior to acceptance, the election of any employee of the Company or its subsidiaries to the board of directors of any other public company. d. Administration • Make regular reports to the Board. • Perform other functions that are consistent with the purposes of the Committee or that the Board may delegate to it under the Company’s corporate governance principles or otherwise. 4
  5. 5. ENGAGEMENT OF ADVISERS AND FUNDING • The Committee has the authority to get advice and help from independent counsel and other advisers, such as consultants, as necessary. • The Committee has the sole authority to engage, retain and terminate any adviser, and approve the adviser’s fees and other terms of the engagement. • The Company will pay for the cost of advisers, as well as ordinary administrative expenses necessary for the Committee to carry out its duties. ANNUAL OVERSIGHT OF THE EVALUATION OF THE BOARD AND ITS COMMITTEES • The Committee will initiate and oversee an annual evaluation of the effectiveness of the: o Chairman; o Board; o Members of the Board; o Members of each Committee; o Composition of the Board; o Organization of the Board (including its Committee structure, membership and leadership); and o Key practices of the Board. • The Committee may delegate the annual Board, member and committee evaluations to the Lead Director of the Board. • The Committee will report its findings to the full Board annually. ANNUAL REVIEW OF CHARTER AND EVALUATION OF THE COMMITTEE • The Committee will review and reassess the adequacy of this charter and recommend changes to the Board as needed, at least annually. • The Committee will review its own performance annually. • The Board will conduct an evaluation of the Committee’s performance annually, and afterward the Board, or a representative, will review it with Committee members. As amended through October 8, 2008 54544v3 5