Corporate Governance Committee Charter

Revised as of June 22, 2016

GENERAL

The Corporate Governance Committee (the “Committee”) is composed of Directors who are independent within the meaning of applicable New York Stock Exchange (“NYSE”) rules and the Company’s Director Independence Standards. The Board of Directors (the “Board”) will determine whether the Corporate Governance Committee members meet these requirements.

Members of the Committee, including the Lead Director who serves as the Chairman of the Committee, are selected by the Board on at least an annual basis, and the selections may be changed by the Board at any time. The Committee is responsible to the Board and reports regularly to the Board on the activities of the Committee. The Committee may create subcommittees and vest those subcommittees with the authority of the Committee with respect to specific matters delegated to such subcommittees.

The Committee has authority to retain advisors to identify Director candidates or to assist in other matters. Any such firm shall report solely to the Committee. The Committee shall approve any fees and other retention terms.

CORPORATE GOVERNANCE COMMITTEE DUTIES AND RESPONSIBILITIES

  1. Evaluate periodically and assess the size, composition, organization and operational structure of the Board, and the skills represented in its membership.

  2. Develop and recommend to the Board criteria for selecting Directors.

  3. Identify and evaluate individuals qualified to become members of the Board and recommend director nominees to the Board to stand for election as Directors. In the case of a vacancy on the Board (including a vacancy created by an increase in the size of the Board), the Committee shall recommend to the Board an individual to fill such vacancy. In selecting or recommending candidates, the Committee shall take into consideration the criteria approved by the Board. If a shareholder complies with the Director nomination procedures described in the Bylaws, the Committee shall consider such nomination.

  4. Review and assess the structure, responsibilities and operations of the Board’s committees, and recommend to the Board who should serve on each committee.

  5. Review and assess that the corporate governance principles applicable to the Company are consistent with the applicable NYSE rules and applicable law and recommend to the Board any changes therein from time to time as the Committee deems appropriate.

  6. Review and assess that the Company’s Code of Ethics and Business Practices are consistent with the applicable NYSE rules and applicable law and recommend to the Board for approval any changes therein from time to time as the Committee deems appropriate.

  7. Develop and recommend to the Board a process for responding to communications to the Board by shareholders and other interested parties.

  8. Periodically review the independence of members of the Board and present findings to the Board regarding the independence of each Director.

  9. Review and make recommendations to the Board regarding shareholder proposals requested for inclusion in the Company’s proxy materials.

  10. Review and make recommendations regarding proxy material disclosures related to the Company’s corporate governance policies and practices.

  11. Review and determine whether to approve or ratify any related party transaction disclosed to the Committee in accordance with the Company’s Statement of Policy Regarding Related Party Transactions.

  12. Periodically review and recommend to the Board policies and principles for the selection of the Chief Executive Officer (“CEO”), and periodically review with the CEO and the Board the succession planning for the CEO and senior management.

  13. Review the Company’s policies and practices with respect to governmental affairs strategy and political activities in accordance with the Company’s Political Participation Policy.

  14. Review with management, and assess any responses to be taken with respect to, the shareholder votes at any annual or special meeting of shareholders.

  15. Periodically review, with management, the principal risks relating to or arising out of the Company’s corporate governance policies and practices and assess the effectiveness of the Company’s measures to address these risks.

  16. Oversee Board and committee self-assessments on at least an annual basis.

  17. Conduct a self-assessment on at least an annual basis to determine whether the Committee is functioning effectively.

  18. Review the Committee's Charter at least biennially, and, if appropriate, recommend changes to the Board.

MANAGEMENT'S RESPONSIBILITIES

Provide the Committee with the necessary resources to discharge the Committee's duties and responsibilities, as reflected in this Charter and as assigned to the Committee by the Board.