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Nominating and Governance Committee Charter

 

I.          NAME

One committee of the Board of Directors (the "Board") shall be known as the Nominating and Governance Committee (the "Committee"). 

II.         COMMITTEE PURPOSE

To undertake those specific duties and responsibilities listed below and such other duties as the Board shall determine from time to time.  All powers of the Committee are subject to the restrictions designated in the Company’s Articles of Incorporation and By-Laws, this Charter, and applicable law and regulation.

III.        COMMITTEE MEMBERSHIP

  1. The Committee shall consist of no fewer than three (3) members. 

  2. The Board shall elect the Members of the Committee and may remove any Member of the Committee, at the Board’s sole discretion, upon majority vote of the Board. 

  3. Each member of the Committee shall satisfy such independence requirements established from time to time by the Securities and Exchange Commission ("SEC"), the New York Stock Exchange ("NYSE") and the Board. 

  4. The Board shall designate one of the Committee’s Members as Chairperson ("Chair") who shall preside over meetings of the Committee.  If the Chair is not present, the Committee may designate an acting Chair.

IV.       COMMITTEE STRUCTURE AND OPERATIONS

  1. The Committee will meet no less than three (3) times each year. 

  2. Any Board Member may attend a meeting of the Committee, but only Committee Members may vote.

  3. The Committee may invite members of senior management or others to attend any meeting.    

  4. The Committee shall have sole authority to retain and terminate independent search firms, lawyers and other consultants to assist and advise the Committee in connection with its responsibilities, including sole authority to approve any such firm’s fees and other retention terms.  The Committee also shall have the right to use reasonable amounts of time of the Company’s internal and outside attorneys and internal staff. 

  5. The Committee shall report Committee actions to the full Board of Directors and make recommendations appropriate to the duties and responsibilities delegated to the Committee. 

V.        DUTIES AND RESPONSIBILITIES REGARDING NOMINATIONS OF BOARD MEMBERS, COMMITTEE MEMBER SELECTION AND COMPOSITION, AND RELATED MATTERS

  1. Assess annually and make recommendations to the Board regarding the Board’s composition, including the number of Members of the Board and skills and experience, diversity, age, education and geographic location of its Members in the context of the needs of the Board. 

  2. Develop qualification criteria for Board members and seek out, interview and screen individuals qualified to become Board members.  Collectively, the Board should be balanced by having complementary knowledge, expertise and skill in areas such as business, finance, accounting, marketing, public policy, manufacturing and operations, regulated industries, government, technology, law, environmental and other areas that the Board has decided are desirable and helpful to fulfilling its role.  Diversity in gender, race, geography and background of directors, consistent with the Board’s requirements for independence, knowledge and experience, are desirable in the mix of the Board. 

  3. Identify individuals believed to be qualified as candidates to serve on the Board of Directors and recommend that the Board select the candidates for all directorships to be filled by the Board or to be elected by the shareholders at an annual shareholders meeting.

  4. Review and make recommendations to the Board regarding the suitability of continued service as a Board member when a director has a significant change in status, including an employment change, potential or actual conflicts of interest, or any change affecting the director’s independence or ability to serve.

  5. In consultation with the Chair of the Board, review member qualifications and assignments to each of the Board’s committees and recommend to the Board the committee member appointments and removals.

  6. Evaluate annually the Board as a whole, its committees, and each director, and make recommendations to the Board as appropriate. 

  7. Oversee the orientation program for new directors and periodically review continuing education activities for all directors.

VI.       DUTIES AND RESPONSIBILITIES REGARDING CORPORATE GOVERNANCE MATTERS

  1. Review annually the corporate governance guidelines and the code of ethics adopted by the Board to assure that they are appropriate for the Company and comply with the applicable requirements of the NYSE and any applicable law or regulation and recommend to the Board any desirable changes thereto. 

  2. Review annually the Corporation’s Articles of Incorporation, By-Laws, and other principal organizational instruments, and recommend to the Board any proposed changes to such instruments. 

  3. Consider any other corporate governance issues that arise from time to time and develop appropriate recommendations for the Board.

  4. Review annually and make recommendations to the Board regarding the Company’s Signature Authority Policy and related instruments that require approval of the Board.

  5. Review periodically any transactions with related persons required to be reported under Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended.

VII.      DUTIES AND RESPONSIBILITIES REGARDING SUCCESSION PLANNING AND ELECTIONS

  1. In consultation with the Chair of the Board, the Chief Executive Officer and Compensation Committee, review annually the Company’s senior officer succession plan and process and report to the Board regarding such review.

  2. In consultation with the Chair of the Board, Chief Executive Officer and Compensation Committee, review and make recommendations annually to the Board regarding the election of senior officers.

VIII.     MISCELLANEOUS RESPONSIBILITIES

  1. The Committee shall review and assess annually the adequacy of this Charter and recommend any proposed changes to the Board for approval.  The Committee shall also perform an annual evaluation of its own performance, which shall compare the performance of the Committee with the requirements of this Charter. 

  2. The Committee shall perform such other duties and responsibilities, consistent with this Charter, the Company’s By-Laws and governing law as may be assigned to the Committee, from time to time, by the Board of the Company and/or the Chairman of the Board, as designated in plan documents or as the Committee may deem appropriate.
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