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About
Fedders:
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Fedders Corporation
Charter of the Nominating and Corporate Governance Committee
I.
Statement of Purpose
The
purposes of the Nominating and Corporate Governance Committee
(the "Committee") of the Board of Directors (the
"Board") shall be to recommend to the Board individuals
qualified to serve as directors of the Company and on committees
of the Board; to advise the Board with respect to the Board
composition, procedures and committees; to develop and recommend
to the Board a set of corporate governance principles applicable
to the Company; and to oversee the evaluation of the Board
and the Company's management.
II.
Structure
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The Committee shall be comprised of three or more directors
appointed by the Board, one of whom shall be Chairperson,
each free from any association with the Company that,
in the opinion of the Board, would interfere with the
exercise of his or her independent judgment as a member
of the Committee and meeting the definition of "independent"
contained in the Listing Standards of the New York Stock
Exchange ("NYSE") and in any other applicable
law, rule or regulation.
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The members of the Committee shall be elected annually
to one-year terms by majority vote of the Board. A director
may serve an unlimited number of terms on the Committee,
including consecutive terms. Vacancies on the Committee
shall be filled by majority vote of the Board at the next
meeting of the Board following the occurrence of the vacancy.
No member of the Committee may be removed except by majority
vote of the Board.
III.
Meetings
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The Committee shall establish its own rules of procedure,
which shall be consistent with the Company's Bylaws and
this Charter. The Committee shall hold at least one meeting
annually and such other meetings as may be deemed necessary
by the Chairman of the Board or the Chairman of the Committee.
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The Committee may form subcommittees for any purpose it
deems appropriate and delegate to such subcommittees such
power and authority as the Committee deems appropriate.
No subcommittee shall consist of fewer than two members
and no power or authority may be delegated that must,
by law, rule or regulation, be exercised by the Committee
as a whole.
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At each meeting of the Board following its meetings, the
Committee shall deliver a report on the meeting to the
Board, including a description of all actions taken by
the Committee at the meeting. The Committee shall keep
written minutes of its meetings, which minutes shall be
maintained with the books and records of the Company.
IV.
Responsibilities and Duties
Board
Candidates and Nominees
The
Committee shall have the following duties and responsibilities
with respect to Board candidates and nominees:
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To establish procedures for evaluating the suitability
of potential director nominees proposed by management
or stockholders.
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To recommend to the Board the director nominees for election
by the stockholders or appointment by the Board, as the
case may be, pursuant to the Bylaws of the Company, which
recommendations shall be consistent with the Board's criteria
for selecting new directors. Such criteria include the
possession of such knowledge, experience, skills, expertise
and diversity so as to enhance the Board's ability to
fulfill its duties and to satisfy any independence requirements
imposed by law, regulation or NYSE listing requirement.
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To review the suitability for continued service as a director
of each Board member when he or she has a significant
change in status, including but not limited to an employment
change.
Board
Composition and Procedures
The
Committee shall have the following duties and responsibilities
with respect to the composition and procedures of the Board
and its committees:
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review annually with the Board the composition and size
of the Board as a whole and to recommend, if necessary,
measures to be taken so that the Board reflects the appropriate
balance of knowledge, experience, skills, expertise and
diversity required for the Board as a whole and meets
applicable regulatory requirements.
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To make recommendations to the Board regarding the size
and composition of each standing committee of the Board,
including the identification of individuals qualified
to serve as members of a committee, including the Committee,
and to recommend individual directors to fill any vacancy
that might occur on a committee, including the Committee.
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To monitor the functioning of the committees of the Board
and to make recommendations for any changes, including
the creation and elimination of committees.
Corporate
Governance
The
following shall be the duties and responsibilities of the
Committee with respect to corporate governance:
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develop and recommend to the Board a set of corporate
governance principles for the Company, which shall be
consistent with any applicable laws, regulations and listing
standards. At a minimum, the corporate governance principles
developed and recommended by the Committee shall address
the following:
i.
Director qualification standards. The qualification
standards established by the Committee must reflect
at a minimum the independence requirements of the
NYSE. The Committee shall also develop policies regarding
director tenure, retirement, removal and succession,
and shall consider whether it is in the best interest
of the Company to limit the number of corporate boards
on which a director may serve.
ii.
Director responsibilities.
iii.
Director access to management and, as necessary and
appropriate, independent advisors.
iv.
Director compensation, including principles for determining
the form and amount of director compensation, and
for reviewing those principles, as appropriate.
v.
Director orientation and continuing education.
vi.
Management succession, including policies and principles
for the selection and performance review of the chief
executive officer, as well as policies regarding succession
in the event of an emergency or the retirement of
the chief executive officer.
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To review periodically, and at least annually, the corporate
governance principles adopted by the Board to assure that
they are appropriate for the Company, and to recommend
any desirable changes to the Board.
Evaluation of the Board and Management
The
Committee shall be responsible for overseeing the evaluation
of the Board as a whole and its committees, to determine
whether the Board and its committees are functioning effectively,
and of the management of the Company, including the Chief
Executive Officer. The Committee shall establish procedures
to allow it to exercise this oversight function.
V.
Evaluation of the Committee
The
Committee shall, on an annual basis, evaluate its performance
under this Charter. In conducting this review, the Committee
shall evaluate whether this Charter appropriately addresses
the matters that are or should be within its scope. The
Committee shall address all matters that the Committee considers
relevant to its performance, including at least the following:
the adequacy, appropriateness and quality of the information
and recommendations presented by the Committee to the Board,
the manner in which they were discussed or debated, and
whether the number and length of meetings of the Committee
were adequate for the Committee to complete its work in
a thorough and thoughtful manner. The Committee shall deliver
to the Board a report setting forth the results of its evaluation,
including any recommended amendments to this Charter and
any recommended changes to the Company's or the Board's
policies or procedures.
VI.
Investigations and Studies; Outside Advisers
The
Committee may conduct or authorize investigations into or
studies of matters within the Committee's scope of responsibilities,
and may retain, at the Company's expense, such independent
counsel or other advisers as it deems necessary. The Committee
shall have the sole authority to retain or terminate any
search firm to be used to identify director candidates,
including sole authority to approve the search firm's fees
and other retention terms, such fees to be borne by the
Company.
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BUY 
OWNERS CENTRAL 
