This excerpt taken from the CAT DEF 14A filed Apr 21, 2009.
Governance Committee assists the board by making recommendations regarding the size and composition of the board and the criteria to be used for the selection of candidates to serve on the board. The Governance Committee discusses and evaluates the qualifications of directors up for re-election and recommends the slate of director candidates to be nominated for election at the annual meeting. Stockholders who are interested in nominating a director candidate can do so in accordance with the policy discussed in the “Governance Committee” section on page 14. In addition, the Governance Committee recommends to the board candidates for election as officers of the company. The Governance Committee also oversees the corporate governance guidelines and leads the board in its annual self-evaluation process and shares the results thereof with the board for discussion and deliberation. All members of the Governance Committee meet the standards for independence set forth in the NYSE listing standards. During 2008, the Governance Committee met five times and overall attendance was 93.33 percent.