Charter of the Governance and Nominating Committee of the Board of Directors of Con-way Inc.
I. PURPOSE OF THE COMMITTEE
The purpose of the Governance and Nominating Committee (the “Committee”) of the Board of Directors (the “Board”) of Con-way Inc. (the “Corporation”) is to (i) identify and recommend to the Board individuals qualified to serve as directors of the Corporation and on committees of the Board; (ii) to advise the Board with respect to Board composition, procedures and committees; (iii) to recommend to the Board the appropriate level and forms of compensation for Board and committee service by non-employee directors; (iv) to develop and recommend to the Board a set of corporate governance guidelines applicable to the Corporation; and (v) to oversee the evaluation of the Board and the Corporation’s management.
II. COMPOSITION OF THE COMMITTEE
The Committee shall consist of three or more directors, as determined from time to time by the Board based upon recommendations of the Committee. Each member of the Committee shall be qualified to serve on the Committee pursuant to the requirements of the New York Stock Exchange (the “NYSE”), and any additional requirements that the Board deems appropriate.
The chairperson of the Committee shall be designated by the Board, provided that if the Board does not so designate a chairperson, the members of the Committee, by a majority vote, may designate a chairperson.
Members of the Committee shall be appointed by majority vote of the Board, based upon recommendations of the Committee. No member of the Committee shall be removed except by majority vote of the Board.
III. MEETINGS AND PROCEDURES OF THE COMMITTEE
The Committee shall meet as often as it determines necessary to carry out its duties and responsibilities. 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 the Committee deems necessary.
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.
A majority of the members of the Committee present in person or by means of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other shall constitute a quorum. The action of a majority of the members of the Committee present at a meeting at which a quorum is present shall be the action of the Committee. The Committee may act by unanimous written consent of all of its members in lieu of a meeting.
The Committee shall keep a record of its actions and proceedings which shall be maintained with the books and records of the Corporation. The Committee shall report regularly to the Board on its activities and make recommendations to the Board as it deems necessary or appropriate.
IV. DUTIES AND RESPONSIBILITIES OF THE COMMITTEE
The Committee shall have the following duties and responsibilities as well as any other duties and responsibilities as may be assigned to the Committee from time to time by the Board:
Director Candidates and Nominees
(a) To identify, recruit and, if appropriate, interview candidates to fill positions on the Board, including persons recommended by stockholders. The Committee may, if it deems appropriate, establish procedures to be followed by stockholders in submitting recommendations for Board candidates.
(b) To review the background and qualifications of individuals being considered as director candidates.
(c) To recommend to the Board the director nominees to stand for election at annual meetings of stockholders or to be appointed by the Board, as the case may be, pursuant to the Bylaws of the Corporation, which recommendations shall be consistent with the criteria for selecting directors established by the Board from time to time.
(d) To review the suitability for continued service as a director of each Board member when his or her term expires, and to recommend whether or not the director should be re-nominated.
Board Composition and Procedures
(e) To review annually with the Board the composition of the Board as a whole and to recommend, if necessary, measures to be taken so that the Board reflects the appropriate balance of knowledge, experience, skills and expertise required for the Board as a whole and contains at least the minimum number of independent directors required by the NYSE.
(f) To review no less often than annually the size of the Board and to recommend to the Board any changes as it deems necessary or appropriate.
(g) To make recommendations to the Board as it deems necessary or appropriate regarding the frequency and structure of Board meetings.
(h) To make recommendations concerning any other aspect of the procedures of the Board that the Committee considers warranted, including but not limited to procedures with respect to the waiver by the Board of any Corporation rule, policy, procedure or corporate governance guideline.
Board Committees
(i) To make recommendations to the Board regarding the size and composition of each standing committee of the Board, including the identification of individuals qualified to serve as members of a committee, including the Committee, and to recommend individual directors to fill any vacancy that might occur on a committee, including the Committee.
(j) To monitor the functioning of the committees of the Board and to make recommendations to the Board for any changes as it deems necessary or appropriate, including the creation and elimination of committees.
(k) To review no less often than annually committee assignments and the policy with respect to the rotation of committee memberships and/or chairpersons, and to make recommendations to the Board for any changes to such assignments or policy as it deems necessary or appropriate.
(l) To review no less often than annually the changes to committee charters recommended by each committee to the Board and reported to the Committee, and recommend further changes to such charters to the Board as it deems necessary or appropriate.
(m) To recommend that the Board establish such special committees as the Committee deems necessary or appropriate from time to time in order to address ethical, legal or other matters that may arise. The Committee’s power to make such a recommendation under this Charter shall be without prejudice to the right of any other committee of the Board, or any individual director, to make such a recommendation at any time.
Corporate Governance
(n) To develop and review no less often than annually the corporate governance guidelines adopted by the Board to assure that they are appropriate for the Corporation and comply with the requirements of the NYSE, and to recommend any changes to the Board as it deems necessary or appropriate.
(o) To review on a periodic basis the Corporation’s stock trading policy, and to make such changes as the Committee deems necessary or appropriate.
(p) To oversee the Corporation’s policies and procedures with respect to related person transactions.
(q) To review no less often than annually and monitor compliance with the Corporation’s stock ownership guidelines for non-employee directors.
(r) To consider other corporate governance issues that may arise from time to time, and to develop appropriate recommendations for the Board.
Evaluation of the Board and Management
(s) To oversee the evaluation of the Board as a whole, and of the Chief Executive Officer and such other executives of the Corporation as the Committee deems appropriate, and to evaluate and report to the Board on the performance and effectiveness of the Board.
Board and Committee Compensation
(t) To review and recommend to the Board the appropriate forms and levels of compensation for Board and committee service by non-employee directors (including the Chair of the Board, if he or she is not an employee of the Corporation). In determining non-employee director compensation, the Committee shall consider all relevant factors, which may include a report of an independent compensation consultant summarizing prevalent director compensation practices, including compensation in cash, stock and options.
(u) To select and retain independent compensation consultants to assist in the evaluation of the non-employee directors’ compensation and no less often than annually assess the independence of such consultants.
V. 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 to the Board.
The Committee shall deliver to the Board a report, which may be oral, setting forth the results of its own evaluation, including any recommended amendments to this Charter and any recommended changes to the Corporation’s or the Board’s policies or procedures.
VI. INVESTIGATIONS AND STUDIES; OUTSIDE ADVISERS
The Committee may conduct or authorize investigations into or studies of matters within the Committee’s scope of responsibilities, and may retain, at the Corporation’s expense, such independent legal counsel or other consultants or advisers as it deems necessary. The Committee shall have the sole authority to retain, at the Corporation’s expense, and terminate any search firm to be used to identify director candidates, including the sole authority to approve the search firm’s fees and other retention terms. The Corporation shall provide appropriate funding for the reasonable compensation of any such search firm, legal counsel or consultant as determined by the Committee.
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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, liability for members of the Committee.
