McCormick Price: $100.03 ^ 0.01 (0.01%)

Volume: 40,162

As Of: Jun 22 2017 9:56AM

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Purpose

The Nominating/Corporate Governance Committee (the “Committee”) is a standing committee of the Board of Directors (the “Board”). The Committee assists the Board by developing and implementing corporate governance guidelines, by identifying and recommending qualified individuals to serve as members of the Board, by evaluating and recommending the size and composition of the Board and its committees, and by monitoring a process to assess the effectiveness of the Board and its committees.

Organization and Membership

This Charter governs the structure and operation of the Committee. The Committee will review and reassess the Charter at least once each year and recommend any changes it considers appropriate to the Board for approval. The Committee shall be comprised of at least two members of the Board and each member of the Committee shall meet the independence requirements of the New York Stock Exchange and the Company’s corporate governance guidelines. Members of the Committee shall be appointed, and may be removed, by the Board.

Authority

The Committee shall have the sole authority to retain and terminate any search firm to assist in identifying and recruiting candidates for membership to the Board, including the sole authority to approve related fees and retention terms. The Committee shall also have authority to retain outside counsel and any other advisors the Committee, in its sole discretion, may deem appropriate. The Company shall provide appropriate funding, as determined by the Committee, for payment of the compensation to any outside counsel and advisors engaged by the Committee. The Committee shall have the authority to delegate any of its responsibilities to such subcommittees as the Committee may deem appropriate in its sole discretion.

Duties and Responsibilities

The Committee shall have the following duties and responsibilities:

A. Develop a set of corporate governance guidelines and related compliance or other policies for the approval of the Board and, upon approval, implement, review, and periodically recommend to the Board for approval such revisions to the corporate governance guidelines and related policies as the Committee may deem necessary or advisable;

B. Establish criteria (for approval of the Board) for the selection of nominees for election to the Board;

C. Identify, recruit, and recommend candidates for appointment or election to the Board;

D. Review and make recommendations to the Board about its size and composition;

E. Review, evaluate, and make recommendations to the Board about its committee structure and operations (including committee charters, to ensure that the charters reflect a commitment to effective governance, that committee activities are described fairly and accurately, and that there is no duplication of authorities and responsibilities among committees), and about its committee membership and qualifications;

F. Develop an annual self-evaluation process for the Board and its committees and, upon approval of the Board, implement the process and assume oversight responsibility, and review the process annually and make recommendations to the Board for improvement;

G. Perform annual self-evaluations of the Committee and develop criteria for such evaluations;

H. Report to the Board on a regular basis on the activities of the Committee, including the results of the annual self-evaluation of the Board;

I. On an annual basis, (i) receive a report on the Company’s political contributions, and review with management their strategies and recommendations regarding the same; and (ii) periodically review the Company’s Political Activity Policy; and

J. Carry out such other duties as may be delegated to it by the Board from time to time.

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