The Nominating & Governance Committee is responsible for identifying and nominating individuals as board members, recommending a slate of nominees for election at each annual meeting of shareholders, making recommendations to the board concerning the appropriate size, function, needs and composition of the board and its committees, developing and recommending to the board the corporate governance guidelines and overseeing the evaluation of the board and its committees.

The Nominating & Governance Committee consists entirely of independent directors. The Board has determined that all Nominating & Governance Committee members are independent within the listing standards of the New York Stock Exchange. Its responsibilities are set forth in the Nominating & Governance Committee Charter (PDF). The Nominating & Governance Committee met seven times in 2008.