(Amended Effective December 6, 2017)
The purpose of the Nominating and Governance Committee (the “Committee”) of the Board of Directors (the “Board”) of Simpson Manufacturing Co., Inc. (the “Company”) shall be to recommend to the Board individuals qualified to serve as directors of the Company and on committees of the Board; advise the Board with respect to the Board composition, including making recommendations to the Board with respect to director nominations for the next annual meeting of stockholders and the individuals to fill vacancies occurring between annual meetings of stockholders, procedures and committees; to develop and recommend to the Board a set of corporate governance guidelines applicable to the Company; to oversee the evaluation of the Board; and to administer the Company’s Related Party Transactions Policy.
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. 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 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
Board Candidates and Nominees
- To identify individuals qualified to become Board members, consistent with the Board’s criteria for selecting new directors. Such criteria shall include the possession of such knowledge, experience, skills, expertise and diversity as may enhance the Board’s ability to manage and direct the affairs and business of the Company, including the ability of committees of the Board to fulfill their duties. The Committee shall also take into account, as applicable, the satisfaction of any independence requirements imposed by law, regulation, the NYSE Rules and the Company’s Corporate Governance Guidelines.
- To recommend to the Board director nominees for election by the stockholders or appointment by the Board, as the case may be, pursuant to the By-Laws of the Company. To establish procedures for evaluating the suitability of potential director nominees proposed by the Directors, management or stockholders.
- To review the suitability for continued service as a director of each Board member when his or her term expires and when he or she has a significant change in status, including but not limited to an employment change, and to recommend whether or not the director should be re-nominated.
- To consider any resignation offered by a director who fails to receive a majority of votes in favor of his/her election, and recommend to the Board whether to accept such resignation.
Board Composition and Compensation
- To review annually with the Board the size and composition of the Board as a whole and to recommend, if necessary, measures to be taken so that the Board (i) reflects the appropriate balance of knowledge, experience, skills, expertise and diversity required for the Board as a whole and (ii) contains at least the minimum number of Independent Directors required by the NYSE Rules or such greater number or percentage of Independent Directors as the Board may, from time to time, require after taking into account the Committee’s recommendation.
- To lead the effort on the selection of the Board Chair and make recommendations to the Board for its determination.
- To make recommendations on the frequency and structure of Board meetings.
- To make recommendations concerning any other aspect of the procedures of the Board that the Committee considers warranted, including but not limited to procedures with respect to the waiver by the Board of any Company rule, guideline, procedure or corporate governance principle.
- To advise the Board and assess the appropriateness of the compensation of independent directors for service on the Board.
- To monitor directors’ compliance with the Company’s stock ownership guidelines.
- In consultation with the Chair of the Board, to make recommendations to the Board regarding the size, composition and chair of each standing committee of the Board, including the identification of individuals qualified to serve as members of a standing committee, including the Committee, and to recommend to the Board individual directors to fill any vacancy that might occur on a committee, including the Committee.
- To monitor the functioning of the standing committees of the Board and to make recommendations for any changes, including the creation and elimination of any standing or special committees.
- To review annually, in consultation with the Chair of the Board, standing committee assignments, and to report any recommendations to the Board.
- To develop and recommend to the Board a set of corporate governance guidelines applicable to the Company, which shall be consistent with any applicable laws, regulations and listing standards. At a minimum, the corporate governance guidelines developed and recommended by the Committee shall address the following:
- To review at least annually, the corporate governance guidelines adopted by the Board to assure that they are appropriate for the Company, and to recommend any desirable changes therein to the Board.
- To develop and recommend to the Board, a policy with respect to transactions in which the Company is a participant and involving directors, nominees for director, executive officers of the Company or holders of more than 5% of the Company’s common stock or immediate family members of any such person. The Committee shall be responsible for administering the policy.
- To monitor emerging corporate governance trends and oversee and evaluate the Company’s corporate governance policies and programs and recommend to the Board such changes the Committee believes necessary or desirable, including to its Certificate of Incorporation, By-Laws and other corporate governance principles.
- To review stockholder proposals and recommend to the Board proposed Company responses to such proposals for inclusion in the Company’s proxy statement.
Evaluation of the Board and this Committee
- The Committee shall be responsible for overseeing the annual evaluation of the Board as a whole and shall consider the scope, form and timing of the annual evaluation. The Committee shall establish procedures to allow it to exercise this oversight function.
- 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. The Committee shall have the sole authority to select, retain or terminate any search firm to be used to identify director candidates, including sole authority to approve the search firm’s fees and other retention terms, such fees to be borne by the Company.
Simpson Manufacturing Co. Inc.