Nordson Corporation

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NASDAQ $113.10   +0.00

Governance & Nominating Committee Charter

MEMBERSHIP

The Governance and Nominating Committee (the "Committee") of the board of directors (the "Board") of Nordson Corporation (the "Company") shall consist of three or more directors. Each member of the Committee shall be independent in accordance with the rules of the Nasdaq Stock Market rules for director independence.

The members of the Committee shall be appointed by the Board based on recommendations from the Governance and Nominating Committee of the Board. The members of the Committee shall serve at the pleasure of the Board of Directors or for such term or terms as the Board may determine or until earlier resignation or death.

PURPOSE

The purpose of the Committee is to carry out the responsibilities delegated by the Board relating to the Company's director nominations process and procedures, developing and maintaining the Company's corporate governance policies and any related matters required by the federal securities laws.

DUTIES AND RESPONSIBILITIES

The Committee shall have the following authority and responsibilities:

  • In consultation with the Board, determine the qualifications, qualities, skills, and other expertise required to be a director and to develop, and recommend to the Board for its approval, criteria to be considered in selecting nominees for director (the "Director Criteria");

  • To identify individuals qualified to become members of the Board, consistent with the Director Criteria. The Committee shall consider any director candidates recommended by the Company's stockholders pursuant to the procedures set described in the Company's proxy statement;

  • To develop and recommend to the Board a set of corporate governance guidelines applicable to the Company (“Governance Guidelines”), to review these principles at least once a year and to recommend any changes to the Board;

  • To oversee the Company's corporate governance practices and procedures, including identifying best practices and reviewing and recommending to the Board for approval any changes to the documents, policies and procedures in the Company's corporate governance framework, and, prior to recommending a nominee for election or to fill a vacancy, determine that the election of the nominee as a Director would meet the Company’s Governance Guidelines;

  • For the Board’s consideration at its Organizational Meeting, the Committee shall recommend for election a Chairman of the Board and a slate of executive and non-executive officers. In the event that the Chairman of the Board is not an independent director under the Nasdaq Stock Market rules for director independence, the Committee will recommend to the Board of Directors an independent director to be elected and assume the role of Presiding Director;

  • To recommend annually to the Board the establishment of committees of the Board, chairpersons for those committees and membership qualifications for committee members in compliance with any regulatory requirements. The Committee shall also recommend directors to serve as committee members.The Committee shall consider the desired qualifications for membership on each Committee, the availability of the Director to meet the time commitment required for membership on the particular committee;

  • If a vacancy on the Board and/or any Board committee occurs, to identify and make recommendations to the Board regarding the selection and approval of candidates to fill such vacancy either by election by stockholders or appointment by the Board;
     
  • The Committee shall review annually Director compensation and at its discretion, may adjust Director compensation. The Committee may also review periodically compensation data provided by a compensation consultant retained with respect to compensation of the Directors, in relation to a peer group of U.S. manufacturing companies.The Committee shall review and approve annually the Company’s Directors and Officers Insurance coverage;

  • The Committee shall have oversight responsibility with respect to management’s development of an orientation program for new directors. The program should include background material, meetings with senior management and visits to company facilities; and

  • Pursuant to the Company's Governance Guidelines, the Committee shall develop, administer and oversee an annual performance review of the Board and its members and conduct annually an assessment of the Committee's performance with respect to the requirements of this Charter. In conjunction therewith, the Committee shall review and assess the adequacy of this Charter and adopt revisions as necessary to fulfill the Committee’s Statement of Purpose.


OUTSIDE ADVISORS

The Committee shall have the authority, in its sole discretion, to select, retain and obtain the advice of third party consultants, legal advisors or other advisors, as necessary, to assist with the execution of its duties and responsibilities as set forth in this Charter. The Committee shall set the compensation and oversee the work of the third party firm. The Committee shall receive appropriate funding from the Company, as determined by the Committee in its capacity as a committee of the Board, for the payment of compensation to its search consultants, outside counsel and any other advisors.

The third party consultants and any other advisors retained by the Committee shall be independent in accordance with the rules of the Nasdaq Stock Market.


STRUCTURE AND OPERATIONS

The Board shall designate a member of the Committee as the chair. The Committee shall meet at least twice per year and at such times and places as it deems necessary to fulfill its responsibilities or as may be called by its Chair or by any two members of the Committee.  The Committee shall report regularly to the Board regarding its actions and make recommendations to the Board as appropriate. The Committee is governed by the same rules regarding meetings (including meetings in person or by telephone or other similar communications equipment), action without meetings, notice, waiver of notice, and quorum and voting requirements as are applicable to the Board, except that a majority of the members of the Committee shall constitute a quorum of the Committee and A majority of the members in attendance shall decide any question brought before any meeting of the Committee.


DELEGATION OF AUTHORITY

The Committee shall have the authority to delegate any of its responsibilities, along with the authority to take action in relation to such responsibilities, to one or more subcommittees as the Committee may deem appropriate in its sole discretion.


PERFORMANCE EVALUATION

The Committee shall conduct an annual evaluation of the performance of its duties under this charter and shall present the results of the evaluation to the Board. The Committee shall conduct this evaluation in such manner as it deems appropriate.


UPDATE OF GOVERNANCE TOPICS

The Committee will review an annual update of key governance topics and best practices prepared by the Company’s general counsel or other governance advisors at the Committee’s request. Following the annual review, the Committee shall instruct the general counsel of the Company to distribute the annual update to the entire Board.

 

[Revised 6-2018]