This excerpt taken from the AN DEF 14A filed Apr 28, 2006.
The Subcommittee may fix its own rules of procedure, which shall
be consistent with the bylaws of the Company and this Charter.
The Chair or a majority of the members of the Subcommittee may
call meetings of the Subcommittee upon such notice as is
required for special Board meetings in accordance with the
Companys bylaws. The Subcommittee may meet by telephone
conference call or by any other means permitted by law or the
The Chair of the Subcommittee shall be responsible for
leadership of the Subcommittee, including preparing the agenda,
presiding over Subcommittee meetings, making Subcommittee
assignments and reporting the Subcommittees actions to the
Corporate Governance Committee as contemplated below.
A majority of the members of the Subcommittee shall constitute a
The Subcommittee may request that any Director, officer or
employee of the Company, or other persons whose advice and
counsel are sought by the Subcommittee, attend any meeting of
the Subcommittee to provide such pertinent information as the
The Chair of the Subcommittee (or other member designated by the
Chair or the Subcommittee in the Chairs absence) shall
report to the full Corporate Governance Committee, at the
request of the Corporate Governance Committee, with respect to
those matters considered and acted upon by the Subcommittee.
The Subcommittee shall keep written minutes of its meetings,
which minutes shall be maintained with the books and records of
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