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104 lines
4.2 KiB
Markdown
104 lines
4.2 KiB
Markdown
---
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title: 'Executve, Governance and Nominating Committee Charter'
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menu: 'Executve, Governance and Nominating Committee Charter'
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---
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# Executve, Governance and Nominating Committee Charter
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## Role
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The role of the Executive, Goverance and Nominating Committee (the “Committee”) of TSYS Group is to assist the Board of Directors (the “Board”)
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of the Group by:
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* Recommending to the Board corporate governance guidelines applicable to the Group
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* Identifying, reviewing, and evaluating individuals qualified to become members of the Board
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* Reviewing and recommending the nomination of Board members
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* Assisting the Board with other related tasks, as assigned from time to time
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## Requirements
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Committee members shall be generally acquainted with corporate governance and have experience in one or more of the areas of the Committee’s
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responsibilities.
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## Membership
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The Committee shall consist of :
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* BoD Co Chair (who will be the chair of the Committee)
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* Each of the BoD Permament Committee Chairs (ForProfit, NonProfit, HFNOC, Redwood)
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each of whom is to be free of any relationship that, in the opinion of the Board, would interfere with his or her exercise of independent judgment.
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Committee members shall meet the independence requirements of the New York Stock Exchange, as well as all applicable laws and regulations.
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## Meetings
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The Committee shall meet at least once a quarter at the call of the Chair. Additional meetings may occur as any members of the
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Committee requests or its Chair deems advisable.
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## Rules
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The Committee shall be governed by the same rules regarding meetings (including meetings by conference telephone or similar
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communications equipment), action without meetings, notice, waiver of notice, and quorum and voting requirements as are applicable to the Board.
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## Authorization
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The Committee is authorized and empowered to adopt its own rules of procedure not inconsistent
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with:
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(a) any provision of this Charter
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(b) any provision of the Bylaws or Operating Agreements of the TSYS Group entities
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(c) the laws of the state of Texas
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## Privileged Communications
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Any communications between the Committee and legal counsel in the course of obtaining legal
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advice will be considered privileged communications of the Group and the Committee will
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take all necessary steps to preserve the privileged nature of those communications.
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## Reporting
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The Committee shall report to the Board at its meeting following the annual meeting of Group stakeholders and at least one other time per year.
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## Duties and Responsibilities
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The Governance, Compensation and Nominating Committee shall have the following duties and responsibilities, in addition to any others that
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may be assigned by the Board from time to time:
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### Annual Board performance and effectiveness review
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Annually evaluate and report to the Board on the performance and effectiveness of the Board to assist the directors in fulfilling their responsibilities
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in a manner that serves the interests of the Group’s stakeholders.
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### Board Member Recruitment
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* Assist in identifying, interviewing and recruiting candidates for the Board
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* Before recommending an incumbent, replacement, or additional director, review his or her qualifications, including capability,
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availability to serve, independence, conflicts of interest, and other relevant factors
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* (at least) annually consider any recommendation made by a Group stakeholder for an individual to serve as a replacement or additional
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director
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* (at least) annually present to the Executive Committee a list of individuals recommended for nomination for election to the Board
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at the annual meeting of stakehlders
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### Maintenance of corporate governance guidelines
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* Review corporate governance guidelines at least annually and provide any appropriate recommendations to the Board.
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* Develop and recommend to the Board a set of corporate governance guidelines applicable to the Group.
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## Performance Review
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Submit to an annual review of it's own performance by the Board.
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## Ongoing charter maintenance
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Review and make recommendations about changes to the charter of the Executive, Governance, and Nominating Committee as required in
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the Committee’s opinion.
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