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This excerpt taken from the SMG DEF 14A filed Dec 19, 2008. Governance
and Nominating Committee
The Governance and Nominating Committee is organized and
conducts its business pursuant to a written charter adopted by
the Board of Directors. A copy of the Governance and Nominating
Committee charter is posted under the “Corporate
Governance” link on the Company’s Internet website
located at
http://investor.scotts.com
and is available in print to any shareholder of the Company or
other interested person who requests it from the Corporate
Secretary of the Company. At least annually, the Governance and
Nominating Committee evaluates its performance, reviews and
assesses the adequacy of its charter and recommends to the Board
of Directors any proposed changes thereto as may be necessary or
desirable.
The Governance and Nominating Committee recommends nominees for
membership on the Board of Directors and policies regarding the
composition of the Board of Directors generally. The Governance
and Nominating Committee also makes recommendations to the Board
of Directors regarding committee selection, including committee
chairs and rotation practices, the overall effectiveness of the
Board of Directors and of management (in the areas of Board of
Directors relations and corporate governance), director
compensation and developments in corporate governance practices.
The Governance and Nominating Committee is responsible for
developing a policy with regard to the consideration of
candidates for election or appointment to the Board of Directors
recommended by shareholders of the Company and procedures to be
followed by shareholders in submitting such recommendations,
consistent with any shareholder nomination requirements which
may be set forth in the Company’s Code of Regulations and
applicable laws, rules and regulations. In considering potential
nominees for election or appointment to the Board of Directors,
the Governance and Nominating Committee conducts its own search
for available, qualified nominees and will consider candidates
from any reasonable source, including shareholder
recommendations. The Governance and Nominating Committee is also
responsible for developing and recommending to the Board of
Directors corporate governance guidelines applicable to the
Company and overseeing the evaluation of the Board and
management.
Table of Contents
The Board of Directors has determined that each member of the
Governance and Nominating Committee satisfies the applicable
independence requirements set forth in the NYSE Rules. In
addition, Mark R. Baker satisfied these independence
requirements during the period he served as a member of the
Governance and Nominating Committee (from October 1, 2007
to September 9, 2008).
The Governance and Nominating Committee met three times during
the 2008 fiscal year.
This excerpt taken from the SMG DEF 14A filed Dec 20, 2007. Governance
and Nominating Committee
The Governance and Nominating Committee is organized and
conducts its business pursuant to a written charter adopted by
the Board of Directors. A copy of the Governance and Nominating
Committee charter is posted under the “governance”
link on the Company’s Internet website located at
http://investor.scotts.com and is available in print to any
shareholder who requests it from the Corporate Secretary of the
Company. At least annually, the Governance and Nominating
Committee reviews and reassesses the adequacy of its charter and
performs a Committee performance evaluation.
The Governance and Nominating Committee recommends policies on
the composition of the Board of Directors and nominees for
membership on the Board. The Governance and Nominating Committee
also makes recommendations to the full Board of Directors and
the Chairman of the Board of Directors regarding committee
selection, including committee chairs and rotation practices,
the overall effectiveness of the Board and of management (in the
areas of Board relations and corporate governance), director
compensation and developments in corporate governance practices.
The Governance and Nominating Committee is responsible for
developing a policy with regard to the consideration of
candidates for election or appointment to the Board of Directors
recommended by shareholders of the Company and procedures to be
followed by shareholders in submitting such recommendations,
consistent with any shareholder nomination requirements which
may be set forth in the Company’s Code of Regulations and
applicable laws, rules and regulations. In considering potential
nominees, the Governance and Nominating Committee conducts its
own search for available, qualified nominees and will consider
candidates from any reasonable source, including shareholder
recommendations. The Governance and Nominating Committee is also
responsible for developing and recommending to the Board of
Directors corporate governance guidelines applicable to the
Company and overseeing the evaluation of the Board and
management.
Each member of the Governance and Nominating Committee qualifies
as an independent director under the applicable NYSE Rules. The
Governance and Nominating Committee met 4 times during the 2007
fiscal year.
This excerpt taken from the SMG DEF 14A filed Dec 20, 2006. Governance
and Nominating Committee
The Governance and Nominating Committee is organized and
conducts its business pursuant to a written charter adopted by
the Board of Directors. A copy of the Governance and Nominating
Committee charter is posted under the “governance”
link on the Company’s Internet website located at
http://investor.scotts.com and is available in print to any
shareholder who requests it from the Corporate Secretary of the
Company. At least annually, the Governance and Nominating
Committee reviews and reassesses the adequacy of its charter and
performs a Committee performance evaluation.
The Governance and Nominating Committee recommends policies on
the composition of the Board of Directors and nominees for
membership on the Board of Directors and Board committees. The
Governance and Nominating Committee also makes recommendations
to the full Board of Directors and the Chairman of the Board
regarding committee selection, including committee chairs and
rotation practices, the overall effectiveness of the Board of
Directors and of management (in the areas of Board of Directors
relations and corporate governance), director compensation and
developments in corporate governance practices. The Governance
and Nominating Committee is responsible for developing a policy
with regard to the consideration of candidates for election or
appointment to the Board of Directors recommended by
shareholders of the Company and procedures to be followed by
shareholders in submitting such recommendations, consistent with
any shareholder nomination requirements which may be set forth
in the Company’s Code of Regulations and applicable laws,
rules and regulations. In considering potential nominees, the
Governance and Nominating Committee conducts its own search for
available, qualified nominees and will consider candidates from
any reasonable source, including shareholder recommendations.
The Governance and Nominating Committee is also responsible for
developing and recommending to the Board of Directors corporate
governance guidelines applicable to the Company and overseeing
the evaluation of the Board of Directors and management.
Each member of the Governance and Nominating Committee qualifies
as an independent director under the applicable NYSE Rules. The
Governance and Nominating Committee met 4 times during the 2006
fiscal year.
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