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PURPOSE
The Nominating and
Governance Committee (the “Committee”) of the Board of Directors
(the “Board”) of Dresser-Rand Group Inc. (the “Company”) is
appointed by the Board to (1) identify and consider individuals
qualified to become members of the Board consistent with criteria
approved by the Board, (2) recommend for consideration by the Board
Director nominees for election at the next annual meeting of
shareholders, (3) develop and recommend to the Board the Corporate
Governance Guidelines of the Company and (4) address such other
matters as covered herein or as otherwise delegated by the Board.
COMMITTEE
MEMBERSHIP
The Committee will
be composed of at least three members of the Board. Each of the
members of the Committee shall be determined by the Board to be
independent in accordance with the rules of the NYSE. The Committee
members will be appointed by the Board and may be removed by the
Board in its discretion. The Committee shall have the authority to
delegate any of its responsibilities to subcommittees, as the
Committee may deem appropriate. The composition of the
Committee will be reviewed annually by the Board of Directors.
MEETINGS
The Committee will
meet as often as appropriate to fulfill its duties and
responsibilities. Minutes of meetings will be approved by the
Committee and maintained. The Committee may request any officer or
employee of the Company, or the Company’s outside advisors, or any
special counsel or advisors to attend a meeting of the Committee or
to meet with any members of, or consultants to, the Committee.
COMMITTEE
AUTHORITY AND RESPONSIBILITIES
The Committee will
report its activities to the Board on a regular basis and make such
recommendations, as the Committee deems necessary or appropriate.
The Committee will have the resources and authority appropriate to
discharge its responsibilities, including authority to retain and
terminate search firms used to identify director candidates and to
approve such search firms’ fees and other retention terms.
The Committee will
review and assess the performance of the Committee and the adequacy
of this charter annually and recommend changes to the Board of
Directors when necessary. This charter will be published on the
Company’s Website and available in written form upon request.
The Committee, to
the extent it deems necessary or appropriate, will:
- Develop, recommend and review annually the Board of
Directors’ Corporate Governance Guidelines to comply with state and
federal laws and regulations and with the NYSE listing standards.
- Establish criteria for the selection of new directors
to serve on the Board;
- Identify, screen and recommend to the Board the
nominees to be proposed by the Company for election as directors of
the Company at the annual meeting of shareholders, or to fill
vacancies on the Board;
- Review the committee structure of the Board and
recommend to the Board for its approval directors to serve as
members of each committee. The Committee will review committee
composition annually and recommend new committee members, as
necessary;
- Oversee the annual evaluation of management, the
Board, its members and committees of the Board;
- Establish criteria for and lead the annual performance
self-evaluation of the Board and each Committee; and
- Establish compensation of Directors serving on the
Board and its Committees.
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