The purpose of the Nominating and Governance Committee (the "Committee") of the Board of Directors ("Board") of SCANA Corporation ("SCANA") is to identify individuals qualified to become members of the Board and to recommend such individuals to the Board to be Board nominees for directors, as well as to develop and recommend to the Board corporate governance principles, to recommend Board committee membership and responsibilities, and to oversee the evaluation of the Board, its committees and management. The Committee shall have such powers and perform such duties as the Board may from time to time delegate to it, including those set forth below:
Duties and Responsibilities
- Identify individuals whom the Committee believes are qualified to become Board members in accordance with the nominating criteria set forth below (the "Nominating Criteria"), and recommend that the Board select such individuals as nominees to stand for election at each Annual Meeting of Shareholders of SCANA;
- Review and evaluate all persons properly recommended by shareholders in accordance with SCANA’s Bylaws, to be Board nominees for director in accordance with the Nominating Criteria;
- Evaluate the qualifications and performance of incumbent directors and determine whether to recommend them for re-election to the Board;
- In the case of a Board vacancy (including a vacancy created by an increase in the size of the Board), recommend to the Board in accordance with the Nominating Criteria an individual to fill such vacancy either through election by the Board or through election by shareholders;
- Review the independence of SCANA’s directors as defined by the New York Stock Exchange (“NYSE”) and as set forth in SCANA’s Governance Principles, and make recommendations regarding director independence to the Board;
- Monitor the orientation and education needs of directors and recommend action to the Board, individual directors and management where appropriate;
- Review the level and form of director compensation and recommend changes to the Board for consideration and approval. In determining compensation for non-employee directors, the Committee shall be guided by the following goals: compensation should fairly pay directors for work required in a company of SCANA's size and scope; compensation should align directors' interests with the long-term interests of shareholders; and the structure of the compensation should be simple, transparent and easy for shareholders to understand;
- Review the level of SCANA stock ownership by directors to determine if each director is in compliance with the Company’s minimum ownership requirement, and, as may be requested and appropriate, grant temporary waivers from such requirements as permitted by SCANA’s Governance Principles;
- Review reports and disclosures of insider and affiliated party transactions and make recommendations to the Board regarding such transactions;
- Review the status of significant risk(s), if any, for which oversight has been assigned to the Committee by the Board of Directors;
- Evaluate periodically the desirability of, and recommend to the Board, any changes in the size, composition, organization and operational structure of the Board;
- Annually, or to fill vacancies, identify Board members qualified to serve on committees of the Board in accordance with the Board Committee Member Qualifications set forth below, and recommend such persons to the Board for appointment to such committees, including a recommended Chairperson for each committee;
- Annually, or to fill vacancies, make a recommendation to the Board for the appointment of a Lead Director;
- Review annually membership and responsibilities of Board committees and recommend to the Board any changes that may be appropriate;
- Review annually and revise as necessary, SCANA's Governance Principles, taking into account provisions of the Securities Exchange Act of 1934 (the "Exchange Act"), the listing standards of the New York Stock Exchange ("NYSE") and any other source or sources the Committee deems appropriate;
- Initiate and oversee annually an evaluation of (i) the quality, sufficiency and timeliness of information furnished by management to the directors in connection with Board and committee meetings and other activities of the directors, (ii) the Board's effectiveness, (iii) the composition, organization (including committee structure, membership and leadership) and practices of the Board, (iv) tenure and other policies related to the directors' service on the Board, and (v) corporate governance matters generally; and recommend action to the Board where appropriate;
- Provide guidance and assistance to the Board in performing the Board’s annual self evaluation;
- Conduct an annual performance evaluation to compare the performance of the Committee to the requirements of this charter and any other duties or responsibilities delegated to the Committee by the Board and report to the Board the results of the evaluation, which may take the form of an oral presentation by a member of the Committee to the Board;
- Recommend to the Board any improvements to this charter that the Committee deems to be necessary or appropriate, and
- Perform such other duties or responsibilities consistent with this charter expressly delegated to the Committee by the Board
Composition and Qualifications
- The Committee shall be comprised of three or more directors and shall be appointed annually. Committee Members shall be recommended by the Nominating and Governance Committee and approved by resolution of the Board at its regularly scheduled meeting following the Annual Meeting of Shareholders and shall serve until the next annual Board meeting or their earlier demise, resignation or removal by the Board.
- Each Committee member shall meet at a minimum the independence standards of the NYSE and any other legally required independence standards as shall from time to time be in effect. The Board shall, in the exercise of business judgment, and on the recommendation of SCANA’s General Counsel and the Committee, determine the "independence" of directors for this purpose.
- Vacancies on the Committee shall be filled by a majority vote of the entire Board, on the recommendation of the Committee, and a member of the Committee may be removed at any time by a majority vote of the entire Board.
- The Board, upon recommendation of the Committee, shall appoint one of the members to serve as Chairman of the Committee.
Structure and Operation
- The Committee shall meet in person or telephonically from time to time as may be called by the Chief Executive Officer or any member of the Committee. The Committee may also act by unanimous written consent.
- The Committee shall meet in executive session without the presence of any member of management as often as it deems necessary or appropriate.
- The Committee shall have the sole authority to retain and to terminate, or not to retain, any consultant or firm used by the Committee in identifying and evaluating director candidates, including sole authority to approve the firm's fees and other retention terms. However, the Committee shall exercise its own business judgment regarding any recommendation made by such consultant or firm and shall not be bound by any report, recommendation or suggestion.
- The Committee may form and delegate authority to subcommittees when appropriate.
- A majority of the members of the Committee shall constitute a quorum.
- The Committee shall keep minutes of each of its meetings. The minutes of each meeting of the Committee shall be approved by the Committee at its next meeting, made available for review by the entire Board, and filed as permanent records with the Corporate Secretary.
- At each meeting of the Board following a meeting of the Committee, the Chairman of the Committee shall report to the Board the deliberations, actions and recommendations of the Committee.
Nominating Criteria for Board Members
- In evaluating candidates to recommend to the Board as nominees for Director, the Committee shall take into account the applicable requirements for directors under the Exchange Act, the listing standards of the NYSE and Director Qualification Standards provided in SCANA's Governance Principles. The Committee may take into consideration such other factors and criteria as it deems appropriate in evaluating a candidate, including his or her knowledge, expertise, skills, integrity, diversity, judgment, business or other experience, reputation in the business community, the interplay of the candidate's experience with the experience of other Board members, and the extent to which the candidate would be a desirable addition to the Board and any committees. The Committee may consider candidates suggested by management, other members of the Board or shareholders.
Board Committee Member Qualifications
- In evaluating candidates to recommend to the Board for appointment to committees of the Board, the Committee shall take into account the applicable requirements for members of committees of boards of directors under the Exchange Act, the listing standards of the NYSE and SCANA's Governance Principles. The Committee shall also take into consideration the factors and requirements set forth in the charter of such Committee, if any. The Committee may take into consideration such other factors or criteria that the Committee deems appropriate in evaluating a candidate, including his or her knowledge, expertise, skills and business or other experience relevant to the duties and responsibilities of the Committee.