The primary function of the Governance
Committee (Committee) is to make recommendations on
Board organization, practice, and facilitate the identification
and recruitment of director candidates. The Committee
also advises and recommends changes in director compensation.
These Committee functions were established by Board
resolution dated November 22, 2002. The Committee shall
review and update this Charter periodically, at least
annually, as conditions dictate.
The Committee shall comprise a minimum of three or more directors as determined by the Board, each of whom shall be independent directors as defined by the rules of the New York Stock Exchange and free from any relationship that, in the opinion of the Board, would interfere with the exercise of his or her independent judgment as a member of the Committee. The quorum is one-third of the entire authorized number of members, but no fewer than two persons
The Members of the Committee shall be elected by the Board at the annual organizational meeting of the Board and serve until their successors shall be duly elected and qualified.
The Committee shall meet at least two times annually, or more frequently as circumstances dictate.
4.
Responsibilities and Duties
|
To fulfill its responsibilities and
duties, the Governance Committee shall:
1. Develop and recommend to the
Board of Directors the criteria for Board membership
2. Recommend the number and composition
of the Board of Directors
3. Consider, recommend, and recruit
candidates to fill new positions on the Board including
candidates recommended by shareholders
4. Conduct the necessary and appropriate
inquiries into the background and qualifications of possible
candidates
5. Recommend the Director nominees for
approval by the Board and the shareholders
6. Examine conflicts of interest
as it involves Board members and senior executives
7. Periodically review compensation,
meeting fees and compensation policies for non-employee
Directors
8. Recommend members of the Board’s committees
9. Consider all matters of corporate
governance and periodically review the SJI Corporate
Governance Guidelines and Bylaws
10. Perform any other activities
consistent with this Charter, the Corporate Bylaws and
governing law and rules, as the Committee or Board deems
necessary or appropriate
rev.
10.08
