The Committee shall consist of at least three "independent" directors (meeting the independence requirements of the Nasdaq Stock Market, Inc. Marketplace Rules and Rule 10A-3(b)(1) under the Securities Exchange Act of 1934).Committee members shall be appointed by the Board. Committee members shall hold their offices for one year and until their successors are elected and qualified, or until their earlier death, resignation or removal. Members may be removed, with or without cause, by a majority vote of the Board. All vacancies in the Committee shall be filled by a majority of the Board. No person may be made a member of the Committee if his or her service on the Committee would violate any restriction on service imposed by any rule or regulation of the SEC or any securities exchange or inter-dealer quotation system on which shares of the common stock of Exide are traded.
The Committee may invite such members of management and other persons to its meetings as it may deem desirable or appropriate. The Corporate Secretary shall maintain a separate book of minutes of the Committee's proceedings and actions, and the Committee shall report regularly to the Board summarizing the Committee's actions and any significant issues considered by the Committee. The Committee may, in its discretion, delegate authority to subcommittees, whether or not such delegation is specifically contemplated under any plan or program when and as it deems appropriate.
The Committee shall report the Committee's actions to the Board from time to time, but at least four times annually, as requested by the Board.
II. Meetings
The Board shall designate annually one of the members as Chairman of the Committee. The Committee shall meet periodically, as deemed necessary by the Chairman of the Committee but in no event less than four times annually. The provisions of Exide's Bylaws regarding meetings of and actions by the Board, including with respect to format, calling, notice and quorum, shall apply to the Committee as if it were the Board.
III. Responsibilities and Duties
To fulfill its responsibilities and duties, the Committee shall perform the following functions:
Board of Directors
The Committee shall screen and recommend to the Board, nominees for election as directors of Exide, including nominees recommended by Exide's stockholders, and consider the performance of incumbent directors in determining whether to recommend them to stand for reelection at the next annual meeting of the stockholders.
The Committee shall establish criteria for selecting nominees for director, which may include:
Experience:
High-level leadership experience in business or administrative activities,
Breadth of knowledge about issues affecting Exide, and
Ability and willingness to contribute special competencies to Board activities.
Personal attributes:
High personal integrity,
Loyalty to Exide and concern for its success and welfare, courage to criticize and to apply sound business ethics and sound and independent judgment,
Awareness of a directors' vital part in Exide's good corporate citizenship and corporate image,
Time available for meetings and consultation on Exide matters,
Wide contacts with business leaders and others with insights into the Company's business, and
Willingness to assume fiduciary responsibility on behalf of Exide.
The Committee shall assist the Board in determining and monitoring whether or not each director and prospective director is "independent" and ensuring that a majority of the Board are "independent".
The Committee shall work with senior management to provide an orientation and continuing education program for directors.
The Committee shall establish procedures for, and administer annual performance evaluations of the Board, individual Board members and Board committees, which will include an annual performance review of the Committee by its members.
The Committee shall periodically review the composition of the Board Committees and recommend, as appropriate, changes in the number, function or membership of each committee.
The Committee shall at least annually review with management the Company's various compliance programs.
The Committee shall formulate and recommend to the Board for adoption a policy regarding attendance of directors at the annual meetings of the stockholders.
Senior Executives
The Committee shall, at least annually, review strategies for succession plans for the Chief Executive Officer and President of Exide and for the Chief Executive Officer's direct reports.
Corporate Guidelines
The Committee shall develop and recommend to the Board Corporate Governance Guidelines, including Exide's insider trading policy. The Committee shall monitor compliance with the guidelines and make recommendations to the Board for modifications as appropriate.
The Committee shall periodically review and recommend changes to Exide's Certificate of Incorporation and Bylaws as they relate to corporate governance issues.
The Committee shall at least annually review a Code of Ethics for directors, officers, senior financial officers and employees, and make recommendations for modifications to the Board as deemed appropriate.
Communications with Stockholders
The Committee shall review Exide's policies for communications with stockholders. The Committee shall annually review and recommend to the Board procedures for security holders to send communications to the Board. The Committee shall also review annually and recommend to the Board procedures for communications between non-management directors and shareholders.
Performance Evaluation
The Committee shall perform an annual self-review and self-evaluation of its performance and its members, including a review of its adherence with this charter. In addition, the Committee shall annually review the adequacy of this Charter.
The Committee may recommend to the Board such changes to this Charter as the Committee deems appropriate.
Other Duties
The Committee shall perform any other activities consistent with this Charter, Exide's By-laws and governing law, as Committee or the Board deems necessary or appropriate.
Notwithstanding the provisions set forth in this Section III, if Exide is legally required by contract or otherwise to provide third parties with the ability to nominate directors (e.g., preferred stock rights to elect directors upon a dividend default, shareholder agreements and management agreements), the selection and nomination of such directors need not be subject to the Committee's nominating and review process.
IV. Resources and Authority
The Committee shall have resources, authority and funding appropriate to discharge its duties and responsibilities, including the authority to select, retain, terminate, and approve the fees and other retention terms of special counsel or other experts or consultants, as it deems appropriate, without seeking approval of the Board or management. The Committee shall have sole authority over the retention and termination of search firms and other employment consultants used to locate potential candidates for the Board.
V. Miscellaneous
The Committee may carry out its responsibilities and adopt policies and procedures as may be appropriate in light of changing business, legislative, regulatory, legal or other conditions. Nothing contained in this Charter is intended to expand applicable standards of liability under statutory or regulatory requirements for the directors of Exide or members of the Committee. The purposes and responsibilities outlined in this Charter are meant to serve as guidelines rather than as inflexible rules and the Committee is encouraged to adopt such additional procedures and standards as it deems necessary from time to time to fulfill its responsibilities. This Charter, and any amendments thereto, shall be displayed on Exide's web site and a printed copy of such shall be made available to any stockholder who requests it.
Revised by the Nominating and Governance Committee and
approved by the Board of Directors on January 28, 2009.
Code of Ethics (French/France)