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This excerpt taken from the CCK DEF 14A filed Mar 20, 2009. Nominating and Corporate Governance
Committee. There were two meetings of the Nominating and
Corporate Governance Committee in 2008. The current members of the
Nominating and Corporate Governance Committee are Messrs. Little, Löliger and
Ralph, each of whom is “independent” under the listing standards of the
NYSE. Mr. Ralph serves as Chairperson of the Nominating and Corporate
Governance Committee. The Board of Directors has adopted a written
Nominating and Corporate Governance Committee Charter.
The
Nominating and Corporate Governance Committee is responsible for leading the
search for individuals qualified to become members of the Board of Directors and
recommending to the Board individuals as Director nominees. The
Committee also oversees the annual self-evaluation of the Board of Directors and
its Committees and the annual evaluation of management by the Board of
Directors, makes recommendations to the Board of Directors regarding the
membership of Committees of the Board of Directors and performs other corporate
governance functions. Consistent with the Company’s Corporate
Governance Guidelines, the Committee seeks nominees committed to upholding the
highest standards of personal and professional integrity and representing the
interests of all Shareholders, not particular Shareholder
constituencies. The Committee identifies nominees for Director by
first evaluating the current members of the Board willing to continue in
service. In addition, the Committee regularly assesses the
appropriate size of the Board, whether any vacancies on the Board are expected
because of retirement or otherwise and whether the Board needs Directors with
particular skills or experience. To identify and evaluate potential
candidates for the Board, the Committee solicits ideas for possible nominees
from a number of sources, which may include current Board members, senior-level
Company executives and professional search firms. The Committee will
also consider candidates properly submitted by Company
Shareholders. Candidates for the Board are evaluated through a
process that may include background and reference checks, personal interviews
with members of the Committee and a
9
review of
the candidate’s qualifications and other relevant
characteristics. The same identifying and evaluating procedures apply
to all candidates for Director, whether submitted by Shareholders or
otherwise.
Shareholders
who wish to suggest qualified candidates may write, via Certified Mail-Return
Receipt Requested, to the Office of the Secretary, Crown Holdings, Inc., One
Crown Way, Philadelphia, PA 19154, stating in detail the qualifications of the
persons they recommend. Shareholders must include a letter from
each nominee affirming that he or she will agree to serve as a Director of the
Company if elected by Shareholders. However, through its own
resources, the Committee expects to be able to identify an ample number of
qualified candidates. See “Proposals of Shareholders” for information
on bringing nominations for the Board of Directors at the 2010 Annual
Meeting.
This excerpt taken from the CCK DEF 14A filed Mar 21, 2008. Nominating and Corporate Governance
Committee. There were two meetings of the Nominating and
Corporate Governance Committee in 2007. The current members of the
Nominating and Corporate Governance Committee are Messrs. Little, Löliger and
Ralph, each of whom is “independent” under the listing standards of the New York
Stock Exchange. Mr. Ralph serves as Chairperson of the Nominating and
Corporate Governance Committee. The Board of Directors has adopted a
written Nominating and Corporate Governance Committee Charter.
The
Nominating and Corporate Governance Committee is responsible for leading the
search for individuals qualified to become members of the Board of Directors and
recommending to the Board individuals as Director nominees. The
Committee also oversees the annual self-evaluation of the Board of Directors and
its Committees and the annual evaluation of management by the Board of
Directors, makes recommendations to the Board of Directors regarding the
membership of Committees of the Board of Directors and performs other corporate
governance functions. Consistent with the Company’s Corporate
Governance Guidelines, the Committee seeks nominees committed to upholding the
highest standards of personal and professional integrity and representing the
interests of all Shareholders, not particular Shareholder
constituencies. The Committee identifies nominees for Director by
first evaluating the current members of the Board willing to continue in
service. In addition, the Committee regularly assesses the appropriate
size of the Board, whether any vacancies on the Board are expected because
of retirement or otherwise and whether the Board needs Directors
with
9
particular
skills or experience. To identify and evaluate potential candidates
for the Board, the Committee solicits ideas for possible
nominees from a number of sources, which may
include current Board members, senior-level
Company executives and professional search firms. The Committee will
also consider candidates properly submitted by Company
Shareholders. Candidates for the Board are evaluated through a
process that may include background and reference checks, personal interviews
with members of the Committee and a review of the candidate’s qualifications and
other relevant characteristics. The same identifying and evaluating
procedures apply to all candidates for Director, whether submitted by
Shareholders or otherwise.
Shareholders
who wish to suggest qualified candidates may write, via Certified Mail-Return
Receipt Requested, to the Office of the Secretary, Crown Holdings, Inc., One
Crown Way, Philadelphia, PA 19154, stating in detail the qualifications of the
persons they recommend. Shareholders must include a letter from
each nominee affirming that he or she will agree to serve as a Director of the
Company if elected by Shareholders. However, through its own
resources, the Committee expects to be able to identify an ample number of
qualified candidates. See “Proposals of Shareholders” for information
on bringing nominations for the Board of Directors at the 2009 Annual
Meeting.
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