- Purpose
The purpose of the Strategic Planning Committee (the “Committee”) of the Board is to assist the Board in discharging its responsibilities relating to various strategic issues identified by the Board from time to time, including the Company’s long-term plans and targeted areas strategic to the Company’s interests.
- Membership
The Committee shall be composed of five directors, at least two of whom are independent under the rules of the New York Stock Exchange. The Board may from time to time change the number of members of the Committee.
The members of the Committee, including the Chair of the Committee, shall be appointed by the Board. Committee members may be removed from the Committee, with or without cause, by the Board.
- Meetings and Procedures
The Chair (or in his or her absence, a member designated by the Chair) shall preside at each meeting of the Committee and set the agendas for Committee meetings. The Committee shall have the authority to establish its own rules and procedures for notice and conduct of its meetings so long as they are consistent with the provisions of the Company’s bylaws that are applicable to the Committee or the Company’s Corporate Governance Guidelines.
The Committee shall meet on a regularly scheduled basis at least two times per year and more frequently as the Committee deems necessary or desirable.
The Committee shall have the resources and authority appropriate to discharge its duties and responsibilities, including the authority to select, retain, terminate, and approve the fees and other retention terms of consultants, as it deems appropriate, without seeking approval of the Board or management. The Company shall provide for appropriate funding, as determined by the Committee, for the Committee to carry out its duties.
The Committee shall cause to be prepared and shall maintain minutes of Committee meetings.
The Chair shall report to the Board regarding the activities of the Committee at appropriate times and as otherwise requested by the Chairman of the Board.
- Duties and Responsibilities
The following are the duties and responsibilities of the Committee:
- To review and make recommendations to the Board regarding the Company’s long-term strategic plans;
- To review the performance of the Company relative to its long-term strategic plans;
- To oversee and make recommendations to the Board regarding any special strategic initiatives identified by the Board from time to time;
- To evaluate and make recommendations to the Board regarding emerging trends affecting the Company;
- To perform any other duties or responsibilities expressly delegated to the Committee by the Board from time to time;
- To regularly report on its activities to the Board; and
- To evaluate its own performance on an annual basis, including its compliance with this Charter, and provide the Board with any recommendations for changes in the procedures or policies governing the Committee.
- Delegation of Duties
The Committee may, in its discretion, delegate all or a portion of its duties and responsibilities to a subcommittee of the Committee.