(adopted 2/3/03; last amended 2/2/04)
A. Name.
There shall be a committee of the AMLI Residential Properties Trust Board of Trustees (the “Board”) which shall be called the Nominating & Governance Committee.
B. Purpose.
The Nominating & Governance Committee shall (1) identify individuals qualified to become Board members, and recommend that the Board select the trustee nominees to be voted on at the next annual meeting of shareholders; and (2) develop and recommend to the Board the Corporate Governance Guidelines applicable to the Company; and (3) to review succession plan of CEO/Co-CEO position.
C. Committee Membership and Procedure.
The Nominating & Governance Committee shall consist of no fewer than three members. Each member of the Nominating & Governance Committee shall satisfy the independence requirements of the New York Stock Exchange. The Board shall appoint the members of the Nominating & Governance Committee, considering the views of the Chairman of the Board and the Chief Executive Officer, as appropriate. The members of the Nominating & Governance Committee shall serve until their successors are appointed and qualify, and shall designate the Chairman of the Nominating & Governance Committee. The Board shall have the power at any time to change the membership of the Nominating & Governance Committee and to fill vacancies in it, subject to such new member(s) satisfying the independence requirements established by the New York Stock Exchange. Except as expressly provided in this Charter, the by-laws of the Company or the Corporate Governance Guidelines of the Company, the Nominating & Governance Committee shall fix its own rules of procedure.
D. Committee Authority and Responsibilities.
• The Nominating & Governance Committee shall establish qualification criteria for Board members, and identify, interview and screen individuals qualified to become board members for recommendation to the Board in accordance with the Corporate Governance Guidelines.
• The Nominating & Governance Committee shall have the sole authority to retain and terminate any search firm to be used to identify trustee candidates and shall have sole authority to approve the search firm’s fees and other retention terms. The Nominating & Governance Committee shall also have authority, subject to Board approval, to obtain advice and assistance from internal or external legal, accounting or other advisors.
• The Nominating & Governance Committee shall recommend that the Board select their nominees for election at the next annual meeting of shareholders.
• The Nominating & Governance Committee shall develop and recommend to the Board a Code of Business Conduct and Ethics and Corporate Governance Guidelines, shall consider any requests for waivers from the Company’s Code of Business Conduct and Ethics or its Corporate Governance Guidelines. The Company shall make disclosure of such waivers to both the New York Stock Exchange and the Securities and Exchange Commission.
• The Nominating & Governance Committee shall review and reassess at least annually the adequacy of the Corporate Governance Guidelines of the Company and recommend any proposed changes to the Board for approval.
• The Nominating & Governance Committee shall make regular reports to the Board.
• The Nominating & Governance Committee shall review and reassess the adequacy of this Charter as appropriate and recommend any proposed changes to the Board for approval. The Nominating & Governance Committee shall annually review its own performance and shall oversee the annual evaluation of the Board.
• The Nominating & Governance Committee may form and delegate authority to subcommittees when appropriate.
•
The Nominating & Governance Committee shall
review periodically with the Chairman and the
Co-Chief Executive Officers succession plans
relating to the position of CEO and Co-CEO , and
make recommendations to the Board with respect to
the selection and development of individuals to
occupy those positions.
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