• Review and recommend to the Board of Directors with regard to policies for the composition of the Board, including such criteria as:
  1. size of the Board;
  2. diversity of experience, employment, background and other relevant factors of Board members;
  3. the proportion of the Board to be comprised of non-management directors;
  4. qualifications for new or continued membership on the Board, including experience, employment, background and other relevant considerations; and 
  5. director retirement requirements or standards.
• Review any director nominee candidates recommended by shareholders in accordance with our Restated Certificate of Incorporation and By-Laws.
• Identify, interview and evaluate director nominee candidates and have sole authority to:
  1. retain and terminate any search firm to be used to assist the Committee in identifying director candidates; and 
  2. approve the search firm's fees and other retention terms.
• Recommend to the Board
  1. the slate of director nominees to be presented by the Board for election at the Annual Meeting of Stockholders;
  2. the director nominees to fill vacancies on the Board; and
  3. the members of each Board Committee.

In addition, the principal functions of the Governance Committee include:

• lead the annual review of Board performance and effectiveness; 
• review the Board’s organizational structure and operations (including appointing a lead director for executive sessions of non-management directors) and its relationship to senior management; 
• review issues of senior management succession; 
• lead the annual Chief Executive Officer performance review and oversee the evaluation process for senior management; 
• review Certificate of Incorporation, By-Law or stockholder rights plan issues or changes in fundamental corporate charter provisions; 
• review various corporate governance matters (including any necessary modifications to the Corporate Governance Principles); 
• review and recommend to the Board with respect to director independence determinations and review, approve or ratify reportable related person transactions; 
• receive reports from management with regard to relevant social responsibility issues and report to the Board as appropriate; 
• review our Company’s efforts to achieve its affirmative action and diversity goals; 
• review director orientation, training and continuing education; and 
• undertake special projects which do not fall within the jurisdiction of other committees of the Board. 

The Board of Directors has determined that each member of the Governance Committee meets the “independence” requirements of the SEC, the New York Stock Exchange and of our Board.