The Nominating & Governance Committee exercises general oversight with respect to the governance of the NASDAQ OMX Board of Directors. The committee identifies individuals qualified to become Board members and recommends director nominees for the annual meeting of stockholders. The committee also recommends and implements policies and procedures intended to assist the Board of Directors to operate efficiently and meet its fiduciary obligations to the Company and its shareholders.
To fulfill its purpose, the Committee shall:
Determine the skills and qualifications required of directors, and develop criteria to be considered in selecting potential director candidates;
Make recommendations to the full Board regarding the size and composition of the Board and the tenure of directors;
Identify candidates qualified to become Board members who reflect specified criteria;
Recommend to the Board candidates to fill vacancies on the Board and to stand for election as directors at the next annual meeting of stockholders;
Exercise sole authority to retain, at NASDAQ OMX expense, and terminate any search firm or process used to identify director candidates, including sole authority to approve the search firm's fees and other retention terms;
Consider any candidate nominations validly made by shareholders in accordance with applicable laws, rules and regulations;
Annually evaluate and make recommendations to the Board on the overall effectiveness of the Board through an annual review and evaluation of the structure, size, composition, development, selection and process of the Board and its committees;
Annually review and recommend to the Board the assignment of Board members to each of the Board committee, including rotation, reassignment and removal of any committee member;
Consider matters of corporate governance and periodically review, reassess and recommend proposed changes for Board approval of the following documents: The Duties and Obligations of NASDAQ OMX Board Members and the NASDAQ OMX Corporate Governance Guidelines;
Monitor NASDAQ OMX compliance in the areas of corporate governance pursuant to The NASDAQ Stock Market LLC Listing Rules and best practices, in order to report and make recommendations to the Board with respect to such requirements and practices;
Identify and bring to the attention of the Board current and emerging corporate governance trends and issues that may affect the business operations, performance and public image of NASDAQ OMX;
Together with the Chair of the Management Compensation Committee, annually conduct the annual performance review of the Chief Executive Officer;
Prepare, and report to the Board the results of, an annual performance evaluation of the committee, which shall compare the performance of the committee with the requirements of this charter;
Review, at least annually, the committee's charter and recommend any proposed changes to the Board for approval.
Committee Composition
The Nominating & Governance Committee shall be composed of five non-management directors, each of whom shall be independent as defined by the independence requirements of The NASDAQ Stock Market LLC Listing Rules, the Corporate Governance Guidelines and all other applicable laws, rules and regulations governing director independence, as determined by the Board. In addition, the number of Non-Industry directors must equal or exceed the number of Industry directors, and at least two members of the committee must be Public directors.
Term of Office
Each committee member shall be appointed annually by the Board. The Board will also approve the committee Chair.
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