Attached files
| file | filename |
|---|---|
| 8-K - FORM 8-K - GREENBRIER COMPANIES INC | v54601e8vk.htm |
| EX-99.2 - EX-99.2 - GREENBRIER COMPANIES INC | v54601exv99w2.htm |
| EX-14.1 - EX-14.1 - GREENBRIER COMPANIES INC | v54601exv14w1.htm |
| EX-99.1 - EX-99.1 - GREENBRIER COMPANIES INC | v54601exv99w1.htm |
Exhibit 99.3
Nominating and Corporate Governance
Committee Charter
Committee Charter
The Board of Directors of The Greenbrier Companies, Inc. (the “Company”) shall appoint from
its members a Nominating and Corporate Governance Committee. This Charter defines the role,
authority and responsibility of the Nominating and Corporate Governance Committee.
Purposes and Responsibilities
The Nominating and Corporate Governance Committee is appointed by the Board of Directors to:
| • | Monitor and oversee the Company’s compliance with sound principles of corporate governance, consistent with applicable law and best practices; | ||
| • | Develop and recommend to the Board of Directors for adoption corporate governance principles applicable to the Company; | ||
| • | Identify individuals qualified to become members of the Board of Directors, consistent with criteria approved by the Board; | ||
| • | Select, or recommend that the Board select, director nominees to be presented for election at annual meetings of stockholders; | ||
| • | Select, or recommend to the Board, nominees to fill vacancies on the Board of Directors; | ||
| • | Review the structure of the committees of the Board of Directors and select, or recommend to the Board, directors to be appointed as members on each Board committee. | ||
| • | Review and make recommendations to the Board concerning proposals received from stockholders for consideration at meetings of stockholders and inclusion in the Company’s proxy statements. | ||
| • | Develop and oversee programs for education and orientation of members of the Board of Directors and its committees; | ||
| • | Develop and oversee programs for evaluation of the Board of Directors, its committees and management; | ||
| • | Review and make recommendations to the Board concerning, the functions and titles of executive officers; and | ||
| • | Identify candidates qualified to become chief executive officer of the Company as part of a succession plan or in the event the existing chief executive officer is unable to perform his or her duties. |
The Committee shall make regular reports to the Board and may make recommendations to the
Board. The Committee shall review and reassess the adequacy of this Charter annually and recommend
any proposed changes to the Board for approval. The Committee shall annually evaluate its own
performance.
Nominating and Corporate Governance Committee Charter — 1
Committee Membership
The Committee will be comprised of at least two members. The Committee will be composed
entirely of directors who meet the definition of “independence” under the listing standards of the
New York Stock Exchange (NYSE). The Committee members will be appointed by the Board and may be
removed by the Board in its discretion. The Committee shall have the authority to delegate any of
its responsibilities to subcommittees as the Committee may deem appropriate, provided the
subcommittees are composed entirely of independent directors.
Meetings
The Committee shall meet as often as its members deem necessary to perform the Committee’s
responsibilities. A majority of the members of the Committee shall constitute a quorum.
Concurrence of a majority of the quorum (or, in case a quorum at the time consists of two members
of the Committee, both members present) shall be required to take formal action of the Nominating
and Corporate Governance Committee. Written minutes shall be kept for all formal meetings of the
Committee.
As permitted by Sections 60.337 and 60.347 of the Oregon Business Corporation Act, the
Committee may act by unanimous written consent, and may conduct meetings via conference telephone
or similar communication equipment.
Committee Authority
The Committee will have the authority, to the extent it deems necessary or appropriate, to
retain a search firm and other resources necessary to identify director candidates. The Committee
shall have sole authority to retain and terminate any such search firm, including sole authority to
approve the firm’s fees and other retention terms. The Committee shall also have authority, to the
extent it deems necessary or appropriate, to retain other advisors. The Company will provide for
appropriate funding, as determined by the Committee, for payment of compensation to any search firm
or other advisors employed by the Committee.
Adopted by the Board of Directors July 13, 2004
Amended March 29, 2005
Amended April 8, 2008
Amended January 8, 2010
Amended March 29, 2005
Amended April 8, 2008
Amended January 8, 2010
Nominating and Corporate Governance Committee Charter — 2