LAUREATE EDUCATION, INC.
NOMINATING AND CORPORATE GOVERNANCE COMMITTEE
OF THE
BOARD OF DIRECTORS
CHARTER
Organization
and Operation
This Charter governs the activities of the Nominating and Corporate Governance
Committee (the "Committee"). The Committee shall be comprised
of at least two members of the Board of Directors, each of whom is determined
by the Board of Directors to be "independent" under the rules of NASDAQ.
The members of the Committee shall be appointed annually by a majority vote
of the entire Board of Directors, and each shall serve until his or her successor
is duly elected and qualified or until such member's earlier resignation or
removal. The members of the Committee may be removed, with or without cause,
by a majority vote of the Board of Directors.
Unless a Chair is elected by the Board of Directors, the members of the Committee
shall designate a Chair by majority vote of the members of the Committee. The
Chair shall preside at all regular sessions of the Committee and set the agenda
for each Committee meeting. The Chairman of the Board of Directors or the Chair
of the Committee may call a meeting of the Committee. The Committee shall make
and retain complete and accurate minutes of its meetings.
Formal action to be taken by the Committee shall be by unanimous written consent
or by the affirmative vote of a majority of the Committee members present (in
person or by conference telephone) at a meeting at which a quorum is present.
A quorum shall consist of at least one-half of the members of the Committee.
Any non-management member of the Board of Directors may, at his or her option,
attend a meeting of the Committee but shall not be counted in determining the
presence of a quorum and shall not be entitled to vote.
In fulfilling its responsibilities, the Committee shall be entitled to delegate
any or all of its responsibilities to one or more subcommittees of the Committee.
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Meetings
The Committee shall hold meetings as deemed necessary or desirable by the Chair
of the Committee. In addition to such meetings of the Committee as may be required
to perform the functions described under "Responsibilities and Duties"
below, the Committee shall meet at least semiannually. The Corporation's Chief
Executive Officer and other senior executives may attend meetings. However,
the Committee should meet periodically in executive session without the presence
of management.
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Responsibilities
and Duties
The Committee has the responsibility and authority to supervise and review
the affairs of the Corporation as they relate to nominations of directors and
corporate governance. The Committee, in discharging its responsibilities, is
empowered to study or investigate any matter of interest or concern that the
Committee deems appropriate and shall have the sole authority to retain a search
firm to assist in identifying potential director candidates, outside counsel
or other experts for this purpose, including the sole authority to approve the
fees payable to such search firm, counsel or other experts and all other terms
of retention.
The following shall be the principal recurring duties of the Committee in carrying
out its responsibilities:
- Review and recommend the size and composition of the Board of Directors.
- Develop criteria for selecting candidates for election as directors and
identifying, evaluating (including inquiries into the background of candidates),
recruiting and nominating such new candidates. In identifying candidates for
membership on the Board of Directors, the Committee shall take into account
all factors it considers appropriate, which may include strength of character,
mature judgment, career specialization, relevant technical skills, diversity
and the extent to which the candidate would fill a present need on the Board
of Directors.
- Identify individuals qualified to become directors of the Corporation and
recommend to the Board of Directors nominees for all directorships to be filled
by the stockholders or by the Board of Directors.
- Review and determine whether existing members of the Board of Directors
should stand for reelection, taking into consideration matters relating to
age caps and term limits.
- Evaluate, at least annually, the performance of the Board of Directors,
its committees and management and make recommendations to the Board of Directors,
as appropriate, for improvement.
- Periodically review the Corporation's Charter and By-Laws and each committee
Charter and recommend to the Board of Directors, as appropriate, changes to
any of the foregoing, creation of additional committees or elimination of
existing committees.
- Review corporate governance policies and best practices, recommend to the
Board of Directors a set of corporate governance policies and practices to
be applicable to the Corporation and monitor the Corporation's compliance
with those policies and practices.
- Review and make recommendations to the Board of Directors regarding the
compensation of non-management directors.
- Approve and oversee the management continuity planning process. Review and
evaluate the succession plans relating to the Chief Executive Officer and
other executive officer positions and make recommendations to the Board of
Directors with respect to the selection of individuals to occupy these positions.
- Review the Committee's performance of its responsibilities and duties, at
least annually, and make recommendations to the Board of Directors, as appropriate,
for improvement.
- Report to the Board of Directors on the Committee's activities as appropriate,
but at least annually.
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