Nominating and Governance Committee Charter

(as amended October 27, 2016)

Purpose

The Committee is appointed by the Board of Directors to (i) identify individuals qualified to become Board members, and to recommend to the Board the director nominees for the next annual meeting of shareholders, (ii) recommend to the Board corporate governance principles applicable to the Company and (iii) to exercise and perform the authority, duties and responsibilities of the Committee set forth in this charter. 

Membership

  1. The Committee shall be comprised of at least three Board members appointed by the Board. Committee members shall serve at the pleasure of the Board and for such term as the Board determines. The Board shall designate one Committee member as the Committee’s chair.

  2. Each Committee member shall have no material relationship with the Company and shall otherwise satisfy the independence requirements of the Company and the New York Stock Exchange.

Operations

  1. The Committee shall hold regular meetings at least four times per year and report to the Board on a regular basis.  Meetings shall include any participants the Committee deems appropriate and shall be of sufficient duration and scheduled at such times as the Committee deems appropriate to discharge properly its responsibilities.

  2. The Committee may form and delegate to one or more subcommittees all or any portion of the Committee’s authority, duties and responsibilities, and may establish such rules as it determines necessary or appropriate to conduct the Committee’s business.

  3. The Committee shall have direct access to, and complete and open communication with, the Company’s management and may obtain advice and assistance from internal legal, accounting or other advisors to assist it. The Committee may retain independent legal, accounting or other advisors to assist it, and may determine compensation for such advisors, and the Company shall be responsible for any costs or expenses so incurred.

  4. The Committee shall review and assess annually its performance and report the results to the Board. 

  5. The Committee shall review and assess annually the adequacy of this charter and, if appropriate, recommend changes to the charter to the Board. 

Authority, Duties and Responsibilities

The Committee shall: 

Board Succession Planning 

  1. Oversee succession planning for the Board and Board leadership appointments, including the Independent Lead Director and committee chairs, in accordance with the Company’s Corporate Governance Policies.

  2. Review the overall size and composition of the Board, taking into consideration the skills, attributes, experience and tenure of each Board member.

  3. Actively seek and identify individuals qualified to become Board members for recommendation to the Board consistent with the Board membership criteria set forth in the Company’s Corporate Governance Policies. The Committee may consider director candidates proposed by shareholders or management, and shall evaluate such candidates using the same criteria as other candidates considered by the Committee.  Consistent with the retirement policy set forth in the Corporate Governance Policies of the Company, no director may be nominated to a new term if he or she would be age 72 or older at the time of the election.

  4. Recommend to the Board the director nominees for the next annual meeting of shareholders. In the case of a vacancy in the office of a director (including a vacancy created by an increase in the size of the Board), the Committee shall recommend to the Board an individual to fill such vacancy.

  5. Retain and terminate, in its sole discretion, any search firm used to identify director candidates and any compensation consultant used to assist in the evaluation of director compensation, and to approve the fees and other retention terms for such firms and consultants.

Board Committees

  1. Recommend to the Board director nominees for each Board committee, taking into consideration the skills, attributes, experience and tenure of each committee member, including committee members to fill vacancies as needed. In nominating a director for a committee membership, the Committee shall take into consideration the factors set forth in that committee’s charter, if any, and the rotation of committee assignments as set forth in the Company’s Corporate Governance Policies, and other factors it deems appropriate, including without limitation the interplay of the candidate’s experience with the experience of other committee members.

  2. Recommend to the Board changes that the Committee believes desirable to the size of any committee of the Board or to the Board’s committee structure.

Board Performance

  1. Oversee and approve the process and guidelines for the annual evaluation of the performance and effectiveness of the Independent Lead Director, the Board, and its committees, including the communication of the results of such evaluations to the full Board. 

Director Compensation and Insurance

  1. Review the effectiveness of director compensation and benefits programs in supporting the Company’s ability to attract, retain and motivate qualified directors and, if appropriate, recommend changes to the Board.

  2. Review the Company’s directors and officers insurance.

Oversight of Corporate Governance Policies and Governance Documents

  1. Annually review and assess the adequacy of the Company’s Corporate Governance Policies, including the director independence standards, and, if appropriate, recommend changes to the Corporate Governance Policies to the Board.

  2. Periodically review the Company’s organizational documents, and, if appropriate, recommend changes to the Board.

  3. Review and approve related person transactions in accordance with the Company’s Related Person Transactions policy and associated disclosure.  Report approved related person transactions to the Board.

  4. Review shareholder proposals relating to governance matters and management’s proposed response to such proposals.

  5. As it determines appropriate, consider other matters of corporate governance and make recommendations to the Board regarding, or take action with respect to, such matters.

Environmental, Social and Other Governance Matters

  1. Review and approve the Company’s Corporate Political Activities Policy Statement. 

  2. Oversee, and receive reports at least annually on, the Company’s compliance with the Company’s prohibition on U.S. corporate political contributions, political contribution activities of the Morgan Stanley Political Action Committee, the Company’s significant lobbying priorities and the Company’s expenditures relating to its principal U.S. trade associations.  

  3. Review the strategy, policies and practices with respect to the philanthropic programs of the Company and foundations significantly supported by the Company.

  4. As it determines appropriate, consider matters regarding social responsibility and environmental matters and make recommendations to the Board regarding, or take action with respect to, such matters.

Other Authority

  1. Have such other authority, duties or responsibilities as may be delegated to the Committee by the Board.