Governance Charter

Purpose

The Corporate Governance Committee is appointed by the Board of Directors to assist the Board by (1) considering and making recommendations to the Board concerning the appropriate size, functions and policies of the Board, (2) recommending to the Board the size and functions of the various committees of the Board, (3) recommending to the Board corporate governance principles for the Company, and (4) assisting the Board by advising management on internal and external factors and relationships affecting the Company's image and reputation.

The Corporate Governance Committee has the authority and responsibilities described in this Charter. This Charter has been adopted by the Board of Directors. The Corporate Governance Committee will review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval.

Committee Membership

The Corporate Governance Committee will be comprised of at least three directors who shall meet the independence requirements established by the New York Stock Exchange. The members of the Corporate Governance Committee will be appointed and replaced by the Board.

Committee Authority and Responsibilities

• The Committee will recommend to the Board corporate governance principles and guidelines for the Company. The Committee will review and reassess the adequacy of the corporate governance principles and guidelines on an annual basis and recommend any proposed changes to the Board for approval.
• The Committee will periodically meet with management to review internal and external factors and relationships affecting the Company’s image and reputation (i.e., economic and governmental factors, investor relations, sustainable development considerations and community affairs).
• The Committee will coordinate an annual self-evaluation by the directors of the Board’s performance. The Committee or, at the Committee’s request, the Chairman of the Board, will receive comments from all directors with respect to the self-evaluation. The results of the self-evaluation will be discussed with the full Board on an annual basis.
• The Committee will make regular reports to the Board.
• The Committee will annually review its own performance.