NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER
1. Purpose. The Nominating and Corporate Governance Committee (the “Committee”) of the Board of Directors (the “Board”) will assist the Board in identifying qualified individuals to serve as Board members, recommending committee assignments and responsibilities to the Board, evaluating Board and management effectiveness, developing and recommending to the Board corporate governance guidelines, and generally advising the Board on corporate governance and related matters.
2. Status and Membership. The Committee will consist of at least three members of the Board all of whom satisfy the independence requirements of the New York Stock Exchange and are qualified to discharge the Committee’s responsibilities, as determined by the Board. Members of the Committee will be appointed (and may be removed) by the Board, and will serve in accordance with the Bylaws of the Corporation.
3. Meetings. The Committee will meet as often as it determines is appropriate to carry out its responsibilities. The Chair of the Committee, in consultation with the other Committee members, will determine the frequency and length of the meetings and will set agendas consistent with this charter.
4. Authority and Responsibility. In furtherance of the Committee’s purpose, and in addition to any other responsibilities which may be properly assigned by the Board, the Committee will have the following authorities and responsibilities:
(a) The Committee will recommend to the Board as director nominees individuals with the highest degree of personal and professional integrity. Director nominees will have demonstrated exceptional ability and judgment, and will be chosen with the primary goal of ensuring that the entire Board collectively serves the interests of the shareholders. Due consideration will be given to assessing the qualifications of potential nominees and any potential conflicts with the Corporation’s interests. The Committee will also assess the contributions of the Corporation’s incumbent directors in connection with their potential re-nomination. In identifying and recommending director nominees, the Committee members may take into account such criteria and factors as they determine appropriate from time to time, including recommendations made by the Chief Executive Officer.
(b) The Committee will advise the Board on the appropriate size, composition, structure and operations of the Board and all of its committees, including committee member qualifications. The Committee may review and recommend to the Board committee assignments, including committee chairs and additional committee members to fill vacancies as needed.
(c) The Committee may obtain advice and assistance from such internal and external advisors as it deems appropriate in connection with the discharge of its duties, and will have the authority to retain and terminate any search firm to be used to identify director candidates on behalf of the Corporation. The Committee will have sole authority to determine and approve related fees and retention terms for any such advisors, who will be compensated by the Corporation.
(d) The Committee will develop and recommend to the Board corporate governance guidelines that comply with all applicable legal and regulatory requirements. Updates to the guidelines will be recommended by the Committee periodically as the Committee deems appropriate.
(e) The Committee will make recommendations to the Board regarding orientation for new directors, as well as continuing education for all directors.
(f) The Committee will monitor developments, trends and best practices in corporate governance, and take such actions in accordance therewith as it deems appropriate.
(g) The Committee will, in accordance with the applicable policies and procedures established by the Board, review and consider for approval related person transactions.
(h) To the extent not otherwise inconsistent with its obligations and responsibilities, the Committee may form subcommittees and delegate authority hereunder as it deems appropriate.
(i) The Committee will report to the Board as it deems appropriate, and as the Board may request.
(j) The Committee will oversee the evaluation of the Board and its Committee and lead a self-evaluation process for the Board and each of its committees (including, at least annually, the Committee) as it deems appropriate, including to satisfy any applicable requirements of the New York Stock Exchange and any other legal or regulatory requirements.
(k) The Committee will perform such other activities consistent with this charter, the Corporation’s Bylaws, governing law, the rules and regulations of the New York Stock Exchange and such other requirements applicable to the Corporation as the Committee or the Board deem necessary or appropriate. The Committee shall also carry out such duties as may be delegated to it by the Board from time to time.
5. Committee Charter. The Committee will periodically review and evaluate the adequacy of this charter and will recommend any changes to the Board as the Committee deems appropriate, including to satisfy any applicable requirements of the New York Stock Exchange and any other legal or regulatory requirements. A copy of this charter will be made available on the Corporation’s website at www.generaldynamics.com.