Corporate Governance
Board Committee Guidelines
Purpose
- Establish policies and procedures.
- Facilitate efficient Board and committee operations.
I. Standing Committees
- Executive
- Audit
- Compensation
- Nominating and Governance
Board Committee Composition
The Navigant Consulting Board of Directors participation on board committees is noted below:
II. Memberships
- Recommended by Chairman and Chief Executive Officer to the Nominating and Governance Committee, which will review such recommendations prior to approval by the Board of Directors, except that the membership of the Executive Committee shall be composed of the Chairman of the Board, the Chief Executive Officer of the Company and the chairpersons of each of the other Committees of the Board of Directors.
- Executive Committee not less than three nor more than seven members, including the Chairman and Chief Executive Officer.
- Other committees at least two directors.
- Only directors who meet the applicable NYSE and SEC definitions of “independence” shall be members of the Audit, the Compensation, and the Nominating and Governance Committees.
III. Chairmanships
- Executive Committee - Chairman
- Other committees - Recommended by Nominating and Governance Committee
IV. Meetings
- All committees shall meet at least once annually (except Executive Committee) based on a schedule established at the Board meeting or at the request of the Chairman and Chief Executive Officer or the committee chairman.
- Agenda for the meeting shall be approved by the committee chairman and distributed beforehand if possible.
- Quorum is a majority of the committee. Action can be taken by a majority of those present.
- The committee chairman shall invite other Directors to attend a committee meeting if desirable to enhance review.
- Committee minutes shall be prepared by the Secretary and circulated to all Directors. Committee minutes shall be forwarded to the appropriate committee chairman for approval in advance of general distribution.
- When deemed appropriate by the committee chairman, executive session minutes shall be prepared by the committee chairman and circulated to all Directors, including the members of the committee, for approval.
- The Secretary shall maintain files of all minutes including executive sessions, except where the nature of the executive sessions requires otherwise, in which case the committee chairman shall maintain any necessary minutes.
V. Management Involvement
- The Chairman and Chief Executive Officer shall attend all committee meetings unless otherwise requested by the committee chairman, or if impractical due to schedule conflict.
- The Chairman and Chief Executive Officer, and the chairman of the committee, shall determine other management attendance at committee meetings.
- In order to facilitate communication between Directors and management, committee business shall be considered in open sessions, except where circumstances require otherwise as determined by the committee chairman or the Chairman and Chief Executive Officer.
- At executive sessions, the Chairman and Chief Executive Officer shall be in attendance to facilitate the flow of information, except where the nature of the business being conducted requires otherwise as determined by the committee chairman.
- Non director management shall not attend executive sessions of the committees unless invited by the committee chairman.
VI. Communication
- Committee chairmen shall make an oral report of matters considered by the committee at its meeting at the first regularly scheduled Board meeting after the committee meeting.