Corporate Governance and Nominating Committee Charter
The Centex Board of Directors created the Corporate Governance and Nominating
Committee to assist the Board in matters relating to:
• The identification of potential Board members that meet Board-approved criteria;
• The recommendation of director nominees for the next annual stockholders
meeting and, when appropriate, director appointees who would take office
between annual meetings;
• The development and recommendation of Company corporate governance
• The management of the Board’s annual performance evaluation of the Board, its
members and executive management;
• Recommendations on standing Board committees; and
• Advice and counsel on the Company’s governance, including the Board’s
practices and effectiveness.
The Committee has the authority of the Board, except as may be prohibited by law, in all
matters encompassed by this Charter. The Committee also has all authority required by
the Securities and Exchange Commission (SEC) and the New York Stock Exchange
• The Committee shall consist of at least three people, all of whom are members of
the Board and whom have been determined by the Board to satisfy the
independence requirements set forth in the NYSE listing standards.
• The Board will designate members either at the annual Board meeting or at such
other meeting or time as the Board shall determine.
• Each member will serve until the next time Committee members are designated,
unless the member resigns, or is removed or replaced.
• The Board may remove or replace any member at any time.
• If for any reason the Board does not designate new members of the Committee
at the annual Board meeting or at such other meeting or time as the Board shall
determine, the current members will continue to serve until the Board names new
• Filling a vacancy is optional, unless there are fewer than three members
remaining on the Committee; then the vacancy must be filled.
• To fill a vacancy or to otherwise replace a member, the Board will designate
another director who meets the requirements for membership to fill the unexpired
INTERNAL GOVERNANCE AND PROCEDURES
Criteria for the Chairperson and Committee Rules
• The Board will designate one member to act as the Chairperson until the next
time Committee members are designated.
• The Board can remove or replace the Chairperson at any time.
• If the Chairperson resigns or is removed, the Board will name an existing
member of the Committee to serve as Chairperson for the unexpired term.
• The Chairperson presides over all Committee meetings and reports the
Committee’s findings and conclusions to the Board.
• The Chairperson shall have authority to execute and deliver all documents
requiring signature by the Committee in relation to the Committee’s powers,
duties and obligations as set out in this Charter or as decided by the Committee.
• The Committee may establish rules for business that include meetings, notices,
quorum, voting, agenda preparation, and distribution of materials, as long as they
don’t conflict with the By-Laws, securities laws, SEC rules and regulations, NYSE
standards or other provisions of the Charter.
• If no rules have been set by the Committee, then:
o A majority of the Committee constitutes a quorum;
o If the Committee has an even number of members, one-half the members will
constitute a quorum; and
o As long as the Committee meeting has a quorum, the majority opinion can
approve Committee action.
• The Committee shall review its procedures periodically and make changes as
Guidelines for Committee Meetings
• The Committee will meet at least two times a year, and more often as needed.
• The meetings can be held by phone; any member can call in if needed.
• Special guests may be invited to meetings as needed.
• The Committee can meet as often as necessary with the Company’s
management, consultants or independent auditors and in separate executive
sessions if any Committee member feels privacy is needed.
• Written minutes of the meeting and records of action must be kept.
Guidelines for Subcommittees
• The Committee can delegate specified duties and responsibilities to a
• The subcommittee can consist of one or more members (unless a specified
number is required), who have been designated by a majority of the Committee.
• Any decision by the subcommittee must be reported back to the full Committee at
the next scheduled meeting.
• The subcommittee must follow any rules or procedures determined by the
DUTIES AND RESPONSIBILITIES
The Committee will provide the Board any help needed relative to the general oversight
of the governance of the Board and the nomination of Board members. Listed below are
the general duties and responsibilities of the Committee, which will be reviewed
The Committee will follow all NYSE listing standards, the securities laws, SEC rules and
regulations and any other applicable law.
In order to fulfill its responsibilities, the Committee will at minimum:
• Develop and recommend corporate governance guidelines and, once
adopted, review and reassess these guidelines annually.
• Recommend, and periodically review, director independence standards
consistent with NYSE requirements and other applicable laws.
• Oversee the Company’s positions on significant stockholder relations issues,
including stockholder proposals submitted for inclusion in the proxy
statement. The Committee (and, between meetings, the Chairperson) may
refer a particular stockholder proposal to another Board committee for action.
• Review proposed amendments to the Articles of Incorporation and By-Laws
and recommend appropriate action.
• Oversee the Board’s orientation process for new directors and continuing
education program for directors.
• Review the Board’s policies for director compensation, stock ownership
requirements, retirement and tenure, and recommend changes.
• Recommend to the Board compensation for non-employee directors.
• Consider related person transactions submitted under the Company’s
Related Person Transactions Policy, determine whether such transactions
are in the Company’s and stockholders’ best interests and communicate such
determination to the Chief Financial Officer and Chief Legal Officer.
• Periodically review the Company’s Delegation of Authority Policy and
recommend changes as necessary.
• Periodically review corporate governance matters and recommend action
• Annually recommend the persons whom the Board must designate as
executive officers under Section 16 of the Securities Exchange Act.
• Actively seek, identify and evaluate for each annual stockholders meeting
individuals qualified to become Board members and, between the annual
meetings, directors to be elected by the Board to fill vacancies or newly
created directorships. In determining its recommendation for nominees to the
Board, the Committee shall consider:
o The size of the Board;
o Other considerations included in the Corporate Governance Guidelines,
and applicable laws; and
o Nominees proposed by stockholders under the provisions of the By-Laws.
• In assessing the qualifications of prospective Board nominees, consider each
o Personal and professional integrity;
Ability and willingness to devote the time and effort necessary to be an
effective board member; and
o Commitment to acting in the best interests of the Company and its
• Periodically review with the Board the Board’s composition and recommend,
if necessary, measures to be taken so that the Board contains at least the
minimum number of independent directors under the NYSE standards and
reflects the appropriate balance of:
o Requisite skills;
o Expertise; and
• Evaluate the independence, qualifications and performance of incumbent
directors and determine whether to recommend them for re-election.
• Recommend director nominees for each of the Board committees (including
each committee chairperson) as openings arise or as the Board determines
that rotations of committee assignments are advisable. Such committee
recommendations should be in accordance with each committee’s member
requirements (as specified in the committees’ applicable charters), and in
making its recommendation, the Committee should consider each
committee’s annual assessment of its:
o Effectiveness; and
o The abilities and skills of individual directors.
• In accordance with the Corporate Governance Guidelines:
o Determine the effect of a director’s change in circumstances and, if
appropriate, recommend whether to accept a tendered resignation from
the director; and
o Promptly consider a director’s resignation when that director received
more “withheld” votes than “for” votes from his or her election by the
stockholders, and recommend whether to accept or reject the tendered
• Recommend to the Board removal of a director, if appropriate.
c. Officers and Employees
• Recommend to the Board stock ownership guidelines for executive officers
and monitor compliance with such guidelines.
• Review and approve, prior to acceptance, the election of any employee of the
Company or its subsidiaries to the board of directors of any other public
• Make regular reports to the Board.
• Perform other functions that are consistent with the purposes of the
Committee or that the Board may delegate to it under the Company’s
corporate governance principles or otherwise.
ENGAGEMENT OF ADVISERS AND FUNDING
• The Committee has the authority to get advice and help from independent
counsel and other advisers, such as consultants, as necessary.
• The Committee has the sole authority to engage, retain and terminate any
adviser, and approve the adviser’s fees and other terms of the engagement.
• The Company will pay for the cost of advisers, as well as ordinary administrative
expenses necessary for the Committee to carry out its duties.
ANNUAL OVERSIGHT OF THE EVALUATION OF THE BOARD AND ITS
• The Committee will initiate and oversee an annual evaluation of the effectiveness
o Members of the Board;
o Members of each Committee;
o Composition of the Board;
o Organization of the Board (including its Committee structure, membership
and leadership); and
o Key practices of the Board.
• The Committee may delegate the annual Board, member and committee
evaluations to the Lead Director of the Board.
• The Committee will report its findings to the full Board annually.
ANNUAL REVIEW OF CHARTER AND EVALUATION OF THE COMMITTEE
• The Committee will review and reassess the adequacy of this charter and
recommend changes to the Board as needed, at least annually.
• The Committee will review its own performance annually.
• The Board will conduct an evaluation of the Committee’s performance annually,
and afterward the Board, or a representative, will review it with Committee
As amended through October 8, 2008