Corporate Governance and Nominating Committee
Committee MembersPatrice E. Merrin Michael S. Parrett Brian D. Schweitzer
Corporate Governance and Nominating Committee Charter
As amended and restated on April 30, 2014
Corporate Governance & Nominating Committee Charter
As of: April 30, 2014
The Corporate Governance and Nominating Committee (the “Committee”) is a committee of the Board of Directors (the “Board”) of Stillwater Mining Company (the “Company”).
The primary purposes of the Committee are: (1) to identify individuals qualified to become Board members, consistent with criteria approved by the Board; (2) to recommend that the Board select the director nominees and committee member nominees for the next annual meeting of stockholders; (3) to develop and recommend to the Board a set of corporate governance guidelines applicable to the Company; (4) to oversee evaluation of the Board and the Company’s management; and (5) to attend to any matter as may pertain to the scope of corporate governance in the corporation.
The Committee shall be comprised of not less than three directors, each of whom shall be independent, as that term is defined, and to the extent required, by the Securities Exchange Act of 1934 (and regulations thereunder), the rules of the New York Stock Exchange (the â€œNYSEâ€) and any other requirements that the Board deems appropriate.
Members of the Committee shall be appointed, and may be removed, by the Board. Any vacancy on the Committee shall be filled by a majority vote of the Board. No member of the Committee shall be removed except by a majority vote of the Board.
The Chairman of the Committee shall be designated by the Board, provided that if the Board does not so designate a Chairman, the members of the Committee, by a majority vote, may designate a Chairman.
Meetings and Procedures
The Committee shall meet as often as it determines necessary to carry out its duties and responsibilities, but no less frequently than two times annually. The Committee, in its discretion, may ask members of management or others to attend its meetings (or portions thereof) and to provide pertinent information as necessary.
A majority of the members of the Committee shall constitute a quorum for the transaction of business at a meeting of the Committee. Members may participate in a meeting by, or through the use of, a telephone conference system, or similar communication system, provided that all members physically present, or utilizing such communication or telephone systems, are able to hear and address all members at the same time. Participation by such means shall be deemed to be presence for purposes of constituting a quorum.
The Committee shall provide for the keeping of minutes of all meetings. The Chairman of the Committee shall report on the Committee’s activities and actions to the Board, as appropriate.
Duties and Responsibilities
The Committee shall have the following duties and responsibilities. The Committee may form subcommittees for any purpose that the Committee deems appropriate and may delegate to such subcommittees such power and authority as the Committee deems appropriate; provided, however, that no subcommittee shall consist of fewer than two members; and provided further that the Committee shall not delegate to a subcommittee any power or authority required by any law, regulation or listing standard to be exercised by the Committee as a whole.
Board Candidates and Nominees
Board Composition and Procedures
Evaluation of the Board and Management
Evaluation of the Committee
The Committee shall, on an annual basis, evaluate its performance. In conducting this review, the Committee shall evaluate whether this Charter appropriately addresses the matters that are or should be within its scope and shall recommend such changes as it deems necessary or appropriate. The Committee shall address all matters that the Committee considers relevant to its performance, including at least the following: the adequacy, appropriateness and quality of the information and recommendations presented by the Committee to the Board, the manner in which they were discussed or debated, and whether the number and length of meetings of the Committee were adequate for the Committee to complete its work in a thorough and thoughtful manner.
The Committee shall deliver to the Board a report, which may be oral, setting forth the results of its evaluation, including any recommended amendments to this Charter and any recommended changes to the Company’s or the Board’s policies or procedures.
The Committee may conduct or authorize investigations into or studies of matters within the Committee’s scope of responsibilities, and may retain, at the Company’s expense, such independent counsel or other consultants or advisers as it deems necessary.
The Committee shall have the sole authority to retain and terminate any counsel or other advisers, including any search firm to be used to identify director candidate, and shall have sole authority to approve related fees and other retention terms.
While the members of the Committee have the duties and responsibilities set forth in this Charter, nothing contained in this Charter is intended to create, or should be construed as creating, any responsibility or liability of members of the Committee, except to the extent otherwise provided under applicable federal or state law.