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March 11, 2004
PURPOSE AND RESPONSIBILITIES
The Nominating and Corporate Governance Committee (the “Committee”) is intended to assist the Board of Directors of Astec Industries, Inc. (the “Company”) in fulfilling its oversight responsibilities under the Nasdaq listing standards and Tennessee law. As such, the Committee shall have two primary responsibilities.
First, the Committee shall be responsible for identifying individuals qualified to serve on the Board of Directors, consistent with criteria approved by the Board of Directors, and to recommend that the Board of Directors select a slate of director nominees for election by the shareholders of the Company at the annual meeting of the shareholders of the Company, in accordance with the Company’s Charter and Bylaws and with Tennessee law.
Second, the Committee shall be responsible for evaluating and recommending to the Board of Directors a set of corporate governance policies and principles to be applicable to the Company. It shall also be the task of the Committee to periodically re-evaluate such policies and guidelines for the purpose of suggesting amendments to them if appropriate.
COMPOSITION OF THE COMMITTEE
The members of the Committee shall be independent directors meeting the requirements of the Nasdaq National Market and appointed by the Board of Directors. The then-current members of the Committee shall make recommendations for future appointments to the Committee, but the final appointment decision shall rest with the Board of Directors. The Chairman of the Committee shall be designated by the independent members of the Board of Directors. In the absence of the Chairman, the members of the Committee may designate a chairman by majority vote. The Board of Directors may, at any time, remove one or more directors as members of the Committee and may fill any vacancy on the Committee. The Committee may form and delegate authority to subcommittees when appropriate.
OPERATIONS OF THE COMMITTEE
Nominating Function
At least annually, the Committee shall review with the Board of Directors the appropriate skills and characteristics required of Board of Directors members. The full Board of Directors shall remain responsible for selecting nominees and recommending them for election by the stockholders. The Committee is responsible for developing and implementing the screening process necessary to identify qualified candidates. As a part of its screening process, the Committee shall:
- evaluate a candidate’s independence from the Company’s management, principal shareholders and principal service providers, and the effect of any relationships that might impair independence, e.g., business, financial or family relationships with the Company’s management or service providers; and
- consider candidates proposed by the chief executive officer, by any director or by any stockholder, in accordance with procedures established by the Committee from time to time.
The Committee may determine, from time to time, the advisability of retaining any search firm or consultant to assist in the identification and evaluation of candidates for membership on the Board of Directors. The Committee has the sole authority to retain, at Company expense, and terminate any such search firm or consultant, including sole authority to approve the fees to be paid to such firm or consultant and all other retention terms.
Corporate Governance Functions
Promptly following the initial adoption of this charter, the Committee shall evaluate the Company’s existing corporate governance procedures with the specific goal of improving such procedures where possible. Following the evaluation, the Committee shall, with the assistance of the Company’s outside counsel, develop a set of guidelines for corporate governance, which shall be presented to the full Board of Directors for consideration and adoption.
The Committee shall, from time to time, review the governance structures and procedures of the Company and suggest improvements thereto to the full Board of Directors. Such improvements, if adopted by the full Board of Directors, shall be incorporated into guidelines.
Other Activities
The Committee shall perform any other activities consistent with this charter, the Company’s Charter and Bylaws and governing law as the Committee or the Board of Directors deems appropriate.
COMMITTEE MEETINGS
The Committee shall meet at least once per year. Other meetings may be held at the discretion of the Chairman of the Committee. Minutes of each of these meetings shall be kept.
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