Governance and Nominating Committee Charter

July 17, 2013

The Governance and Nominating Committee (Committee) of the Board of Directors of Simpson Manufacturing Company Inc. (Company) shall consist of a minimum of two directors. Members of the Committee shall be appointed by the Board of Directors and may be removed by the Board of Directors at its discretion. The Board of Directors shall affirmatively determine each year that each member of the Committee is an independent director, satisfies the New York Stock Exchange standards for independence of members of the Audit Committee, and is qualified by education or experience to perform the functions of a member of the Committee.

The purpose of the Committee is to assist the Board of Directors in identifying individuals qualified to become board members, in determining the composition of the Board of Directors, in developing and monitoring a process to assess board effectiveness and in developing and implementing the Company's governance principles.

The Committee shall have the following authority and responsibilities:

  1. To review the criteria for Board of Directors membership, to search for individuals who qualify and to recommend for Board action nominees to be presented for election at the annual shareholders' meeting.
  2. To develop and recommend to the Board of Directors for its approval a set of governance principles. The Committee shall review these principles annually or more frequently if appropriate, and recommend changes as necessary.
  3. To develop and recommend to the Board of Directors for its approval an annual self- evaluation process of the effectiveness and independence of the Board of Directors and its committees.
  4. To recommend to the Board of Directors the structure, membership and leadership of its standing committees.

The Committee shall have the authority to delegate any of its responsibilities to subcommittees or individual(s) as the Committee may deem appropriate in its sole discretion.

The Committee shall have authority to retain and oversee such outside advisors as the Committee may deem appropriate in its sole discretion only after taking into consideration all factors relevant to each outside advisor’s independence from management in accordance with the New York Stock Exchange standards for compensation consultants, outside counsel or other advisors to compensation committees. The Committee shall have sole authority to approve related fees, expenses and retention terms of each outside advisor, all of which will be paid by the Company.

The Committee shall report its actions and any recommendations to the board after each Committee meeting and shall conduct and present the board with an annual performance evaluation of the Committee. The Committee shall review at least annually the adequacy of this charter and recommend any proposed changes to the Board of Directors for approval.

Next: Compensation Recovery Policy »