(Effective December 6, 2017)
The Corporate Strategy and Acquisitions Committee (the "Committee") of the Board of Directors (the "Board") of Simpson Manufacturing Co., Inc. (the "Company") shall be to provide guidance on and oversight of the Company’s strategic plan, including the strategic planning process, working closely with management on the identification and prioritization of strategic goals and expectation, and to review potential acquisitions, joint ventures, strategic alliances and divestitures.
The Committee shall consist of three or more directors each of whom has been determined, in the business judgment of the Board, to qualify as an independent director ("Independent Director") under (a) the rules of the New York Stock Exchange (the "NYSE Rules") and any other applicable laws or regulations, and the Chief Executive Officer of the Company. The Board is responsible for the appointment and removal of Committee members.
The Committee shall meet at least two times annually or more frequently as circumstances require. The Board may designate one member of the Committee as its Chairperson and in the absence of any such designation by the Board, the Committee shall designate by majority vote of the full Committee one member of the Committee as its Chairperson. The Independent Directors on the Committee will meet periodically in executive session without management.
The Committee may request that any directors, officers or employees of the Company, or other persons whose advice and counsel are sought by the Committee, attend any meeting of the Committee to provide such pertinent information as the Committee requests. The Committee may also delegate matters to a subcommittee of the Committee.
Following each of its meetings, the Committee shall deliver a report on the meeting to the Board, including a summary description of actions taken by the Committee at the meeting. The Committee shall keep written minutes of its meetings, which minutes shall be maintained with the books and records of the Company.
The Committee shall have the following goals and responsibilities:
- To provide guidance on management’s development of a strategic plan process;
- To participate with management in the development and/or modification of the Company’s strategic plan;
- To recommend to the Board the adoption or modification of the Company’s strategic plan;
- To monitor at least annually the Company’s progress in implementing its strategic plan;
Mergers and Acquisitions
- To review with management the Company’s merger, acquisition and divestiture strategies, including potential joint ventures and strategic alliances;
- To review and evaluate individual alliances, acquisition and divestiture opportunities and recommend to the Board whether a proposed transaction should be pursued;
- To periodically monitor the results of acquisition, divestitures and alliances;
Evaluation of this Committee
- The Committee shall on an annual basis evaluate its performance, which evaluation should among other things, compare its performance with the requirements of this Charter. The evaluation should include a review and assessment of the adequacy of the Committee’s Charter. The Committee shall address all matters that it considers relevant to its performance, including at least the following: the adequacy, appropriateness and quality of the information and recommendations presented by the Committee to the Board, the manner in which they were discussed or debated, and whether the number and length of meetings of the Committee were adequate for it to complete its work in a thorough and thoughtful manner.
The Committee may conduct or authorize investigations into or studies of matters within the Committee’s scope of responsibilities, and may retain, at the Company’s expense, such independent counsel or other advisors as it deems necessary.
Simpson Manufacturing Co., Inc.