Nominating & Governance Committee

I. Purpose

The purpose of the Governance Committee (Committee) of South Jersey Industries, Inc. (SJI or Company) is to: assist the Board of Directors (Board) in reviewing and recommending Board governance policy, organization, and practice; identify, assess and recruit candidates for Board membership; and review and recommend Director compensation.

II. Composition

The Committee shall comprise a minimum of three 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. Pursuant to the Company’s Bylaws and this Charter, the NonExecutive Chairman shall be an ex-officio 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 and the Committee Chair shall be recommended by the Governance Committee, elected by the Board at the annual organizational meeting of the Board and shall serve until their successors shall be duly elected.

III. Meetings

The Committee will meet at least four times a year, with authority to convene additional meetings, as
circumstances require. All Committee members are expected to attend each meeting, in person or via telephone or video conference. The Committee will invite members of management, outside professionals, or others to attend meetings and provide pertinent information as necessary and at the sole discretion of the Committee. The Committee will meet in executive session attended by the Committee members or other Independent Directors at the invitation of the Committee Chairman. Meeting agendas will be prepared and provided in advance to members, along with appropriate briefing materials. Minutes will be prepared.

IV. Responsibilities

To fulfill its responsibilities and duties, the Governance Committee shall:

A. Governance

  1. Oversee, review and evaluate governance and corporate law practices within public corporations
    and our industry (peers) and identify evolving risks.
  2. Establish and articulate qualifications, desired background, and selection criteria for members of the Board of Directors in accordance with strategic needs of the Company, governing law and
    regulations, the Company’s Corporate Governance Guidelines, and other applicable standards;
  3. Evaluate and make recommendations concerning the number of directors and composition of the Board;
  4. Consider and recruit nominees for Board membership, including the re-election of existing directors, and annually recommend the director nominees for approval by the Board and the shareholders;
  5. Evaluate and make recommendations concerning the number and composition of the Board
    committees and committee responsibilities and assignments, including rotation of members and committee chairmen, and qualifications for committee membership and chairmanship;
  6. Annually solicit nominations and/or make recommendations for the Chairman of the Board of SJI and its subsidiaries;
  7. Recommend processes for and oversee the annual Board evaluation process;
  8. Review and evaluate the structure, organization, performance, and effectiveness of the Board, including annual review of the Company’s Corporate Governance Guidelines;
  9. Review and evaluate its performance under this Charter and review the results of the self- evaluations of all Board Committees at least annually;
  10. Recommend Board actions with respect to implementing the retention, resignation and retirement policies of the Board;
  11. Establish and recommend to the Board guidelines for the removal of Directors;
  12. Examine conflicts of interest involving Board members and Executive Officers;
  13. Review and make recommendations to the Board regarding compensation, meeting fees and compensation policies for non-employee Directors;
  14. Review and make recommendations to the Board regarding the Company’s response to a shareholder proposal for inclusion in the Company’s annual proxy statement, and inquiries regarding Board membership;
  15. Retain consultants or advisors as necessary to fulfill the responsibilities and duties of the Committee; and
  16. 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.

B. Reporting Responsibilities

  1. Regularly report to the Board on Committee activities, issues, and related recommendations
  2. Review any other reports the Company issues that relate to Committee responsibilities

V. Review of Charter

After initial approval of this Charter by the Board, the Committee shall review Charter annually and recommend any proposed changes to the Board.

 

Rev. 04.24.20