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This excerpt taken from the PBG DEF 14A filed Mar 31, 2006. The Nominating and Corporate Governance
Committee. The Nominating and
Corporate Governance Committee acts under a written charter that
has been approved by the Board of Directors and complies with
NYSE corporate governance rules. The charter is posted on the
PBG website at http://www.pbg.com under Investor
Relations-Company Information-Corporate Governance and is
available in print to any PBG shareholder upon request. The
Nominating and Corporate Governance Committee’s primary
responsibilities are to: (i) identify and recommend to the
Board for election at the annual meeting of shareholders
qualified candidates for Board membership;
(ii) periodically review the appropriate skills and
characteristics required of directors and develop criteria for
selecting new Directors; (iii) in cooperation with the
Compensation and Management Development Committee, advise the
Board in its periodic evaluation of the performance of the
Chairman and CEO;
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(iv) periodically review and report to the
Board regarding director compensation and benefits;
(v) establish policies and procedures for receipt and
consideration of director nominations by shareholders;
(vi) review and recommend to the Board the appointment of
Directors to Board Committees and the selection of the
chairperson of each of the Committees; (vii) periodically
review the Company’s Corporate Governance Principles and
Practices and recommend to the Board any modifications that the
Committee deems appropriate; (viii) periodically review the
Company’s Director Independence Policy and recommend to the
Board any modifications that the Committee deems appropriate;
and (ix) report to shareholders in the proxy statement on
those matters required by SEC rules. The Nominating and
Corporate Governance Committee annually assesses the performance
and effectiveness of the Board and its Committees. Based on the
assessment, the Committee makes recommendations to the Board
concerning composition, size, structure and activities of the
Board and its Committees. The Nominating and Corporate
Governance Committee held three regular meetings during fiscal
2005.
In carrying out the Nominating and Corporate Governance Committee’s responsibility to identify and recommend to the Board qualified candidates for election as Director at the Annual Meeting of Shareholders, the Committee considers candidates suggested by its members, other Directors, senior management and shareholders, as necessary in anticipation of upcoming Director elections and other potential or expected Board vacancies. The Committee is also authorized, at the expense of the Company, to retain search firms to identify and assess potential candidates. The Committee provides guidance to search firms it retains about the particular qualifications the Board is seeking. Since late 2005, the Committee has been involved in an ongoing process, along with a professional search firm, to identify and evaluate potential director candidates. All director candidates, including those recommended by shareholders, are evaluated on the same basis. Candidates for director must possess the level of education, experience, sophistication and expertise required to perform the duties of a member of a board of directors of a public company of PBG’s size and scope. At a minimum, the Committee will consider (i) whether the recommended candidate is subject to a disqualifying factor as described in the PBG Director Independence Policy; (ii) the number of other boards and committees on which the individual serves; (iii) the extent of the individual’s experience in business, trade, finance or management; (iv) the extent of the individual’s knowledge of regional, national and international business affairs; (v) whether the individual possesses the overall judgment to advise and direct the Company in meeting its responsibilities to shareholders, customers, employees and the public; (vi) whether the individual provides the appropriate experience and expertise in light of the prevailing business conditions and the composition of the Board of Directors; and (vii) any other factors, including those set forth in the Corporate Governance Principles and Practices, relating to the ability and willingness of the individual to serve. Shareholders wishing to recommend a director candidate to the Chairperson of the Nominating and Corporate Governance Committee for its consideration should write to the Secretary, The Pepsi Bottling Group, Inc., One Pepsi Way, Somers, NY 10589. Recommendations must be received no later than December 1, 2006 to be considered for inclusion in the Proxy Statement for the 2007 Annual Meeting of Shareholders. All recommendations meeting the minimum requirements set forth in section 3 of the Corporate Governance Principles and Practices will be referred to the Chairperson of the Nominating and Corporate Governance Committee. Such letters of recommendation must include the address and number of shares owned by the nominating shareholder, the recommended individual’s name and address, and a description of the recommended individual’s background and qualifications. A signed statement from the recommended individual must accompany the letter of recommendation indicating that he or she consents to being considered as a candidate and that, if nominated by the Board of Directors and elected by the shareholders, he or she will serve as a Director of PBG. 7
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