This excerpt taken from the AN DEF 14A filed Apr 28, 2006.
The Subcommittee shall have the following duties and
Board Membership Needs and Composition and Recommend
Assess from time to time the appropriate balance of skills and
characteristics required of Board members.
Identify, evaluate and recommend candidates to the entire Board
for nomination and election to the Board. Nominees for Director
shall be selected on the basis of, among other things, broad
experience; financial expertise; wisdom; integrity; ability to
make independent analytical inquiries; understanding of the
Companys business environment; willingness and ability to
devote adequate time to Board duties; all in the context of the
needs of the Board at that point in time as assessed by the
Subcommittee and with the objective of ensuring diversity in the
background, experience and viewpoints of Board members.
Review Board candidates recommended by shareholders on the same
basis as if such candidates were recommended by one or more of
our directors or other sources.
In conjunction with the Chairman of the Board, formally review
each Directors continuation on the Board every five years
so that, among other things, each Director has the opportunity
to conveniently confirm
desire to continue as a member of the Board.
Review the circumstances of any Director who retires or changes
from the position he or she holds and make a recommendation to
the Board as to the continued appropriateness of Board
membership by such Director.
After consultation with the Chairman and CEO, recommend to the
Board for approval all assignments of committee members,
including designations of the chairs of the committees.
Assist the Board in determining and monitoring whether or not
each Director and prospective director is an independent
director within the meaning of any rules and laws
applicable to the Company.
Review and monitor the size and composition of the Board to
ensure that a substantial majority of directors are independent
directors, as determined by the Board.
Address or take action with respect to any other matter
specifically delegated to the Subcommittee from time to time by
the Corporate Governance Committee.