DITECH HOLDING CORPORATION
BOARD OF DIRECTORS
NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER
Amended and Revised February 24, 2015
The purposes of the Nominating and Governance Committee (the “Committee) of the Board of Directors (the “Board”) of Ditech Holding Corporation (the “Company”) are to, among other things:
- Identify individuals qualified to become Company directors consistent with criteria approved by the Board, and to select, or to recommend that the Board select, the director nominees for the next annual meeting of the shareholders;
- Determine the composition of the committees of the Board;
- Oversee the evaluation of the Board and its committees;
- Oversee risks related to the Company’s governance structure and processes;
- Develop, recommend to the Board, and monitor a set of corporate governance guidelines applicable to the Company;
- Review a succession plan for the Company’s Chief Executive Officer (“CEO”) and such other members of executive management as the Board shall determine;
- Review and evaluate annually the terms and adequacy of coverage of directors’ and officers’ liability insurance;
- Review the Company’s Code of Conduct and Ethics; and
- Otherwise take a leadership role in shaping the corporate governance of the Company.
STRUCTURE AND OPERATIONS
Composition and Qualifications
The Committee shall be comprised of three or more members of the Board, each of whom is determined by the Board to be “independent” in accordance with the applicable rules of the New York Stock Exchange (“NYSE”).
Appointment and Removal
The members of the Committee shall be appointed by the Board and shall serve until such member’s 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.
Unless a Chairman is designated by the full Board, the members of the Committee shall designate a Chairman by majority vote of the full Committee membership. The Chairman will chair all regular sessions of the Committee and set the agenda for Committee meetings. In the Chairman’s absence, the Committee shall select another member to preside.
Delegation to Subcommittees
The Committee may form subcommittees composted of one or more of its
members for any purpose that the Committee deems appropriate and may delegate to
such subcommittees such power and authority as the Committee deems appropriate.
- The Committee shall meet at least two times annually, or more frequently as
circumstances dictate. The Chairman of the Board or any member of the
Committee may call meetings of the Committee. Any or all meetings of the
Committee may be held telephonically.
- A majority of the members of the Committee shall constitute a quorum for the
transaction of business and the act of the majority of those present at any meeting
at which there is a quorum shall be the act of the Committee.
- All non-management directors that are not members of the Committee may, at the
Committee’s discretion, attend meetings of the Committee but may not vote.
Additionally, the Committee may invite to its meetings any director, management
of the Company and such other persons as it deems appropriate in order to carry
out its responsibilities. The Committee may also exclude from its meetings any
persons it deems appropriate in order to carry out its responsibilities.
RESPONSIBILITIES AND DUTIES
The following functions shall be the common recurring activities of the
Committee in carrying out its responsibilities outlined in the “Purpose” section of this
Charter. These functions should serve as a guide with the understanding that the
Committee may carry out additional functions and adopt additional policies and
procedures as may be appropriate in light of changing business, legislative, regulatory,
legal or other conditions. The Committee shall also carry out any other responsibilities
and duties delegated to it by the Board from time to time related to the purposes of the
Committee outlined in the “Purpose” section of this Charter.
The Committee, in discharging its oversight role, 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 outside counsel or other experts for this purpose,
including the authority to approve the fees payable to such counsel or experts and any
other terms of retention.
Board Selection; Composition of the Board and its Committees
- Review at least annually the Board size and composition and recommend, if
necessary, actions to be taken so that the Board is best positioned to carry out its
- Review at least annually and make recommendations to the Board with respect to
the number, size and composition of committees of the Board, and recommend
individual directors to fill any vacancy that might occur on a committee giving
consideration to the criteria for service on each committee as set forth in the
charter for such committee, as well as to any other factors the Committee deems
relevant; and recommend members of the committees to serve as the Chairs of the
committees of the Board, and where appropriate, make recommendations
regarding the removal of any member of any committee.
- Periodically review the charter of each committee of the Board and make recommendations to the Board for the creation or elimination of committees of the Board.
- Identify individuals qualified to become members of the Board and select, or
recommend that the Board select, as the case may be the candidates for all
directorships to be filled by the Board or by the shareholders at an annual or
special meeting. In identifying candidates for membership on the Board, the
Committee shall take into account all factors it considers appropriate, which
factors may include, without limitation, strength of character, maturity of
judgment, integrity, accountability, openness, career specialization, relevant
technical skills, time commitment, experience, principles of diversity, and the
ability of the candidate to fill a present need on the Board and/or to enhance the
Board’s ability to manage and direct the affairs and business of the Company,
including, when applicable, to enhance the ability of committees of the Board to
fulfill their duties and/or to satisfy any independence requirements imposed by
applicable law, regulation or NYSE listing requirements.
- Review the suitability for continued service as a director of each Board member when his or her term expires.
- Consider director candidates recommended by shareholders and establish procedures to be followed by shareholders in submitting recommendations of candidates.
- Consider matters relating to the retirement of Board members, including term limits or age caps, and recommend changes to the Board as appropriate.
- Conduct all necessary and appropriate inquiries into the backgrounds and qualifications of possible candidates. In that regard, the Committee shall have sole authority to retain and to terminate any search firm or other professionals (including outside counsel) to be used to assist it in identifying candidates and investigate the qualifications and background of such candidates to serve as directors of the Company, including sole authority to approve the fees payable to such firms and professionals and any other terms of retention.
- Consider questions of independence and possible conflicts of interest of members of the Board.
- Consider the adequacy of the charter and bylaws of the Company and recommend
to the Board, as circumstances dictate, any proposed amendments to the charter
- Develop and recommend to the Board a set of corporate governance principles
and keep abreast of developments with regard to corporate governance to enable
the Committee to make recommendations to the Board in light of such
developments as may be appropriate.
- Develop, recommend to the Board and periodically review a Corporate Code of Conduct and Ethics that is compliant with NYSE, Securities and Exchange Commission, and any other regulations applicable to the Company.
- Oversee the Board’s annual reviews of director independence and the evaluation of the Board and its committees’ performance.
- Perform any other activities consistent with this Charter, the Company’s bylaws and governing law as the Committee or the Board deems appropriate.
Directors and Officers Insurance
- Review and evaluate the terms and adequacy of coverage of directors and officers liability insurance and recommend to the Board any changes deemed appropriate.
- Review and recommend to the Board for approval an executive succession plan (including an emergency succession plan) for the CEO and such other executives as the Board deems appropriate.
- Report regularly to the Board (i) following meetings of the Committee, (ii) with
respect to such other matters as are relevant to the Committee’s discharge of its
responsibilities, or (iii) any other significant actions or activities of the
Committee. The report to the Board may take the form of an oral report by the
Chairman or any member of the Committee designated by the Committee to make
- Maintain minutes or other records of meetings and activities of the Committee.
ANNUAL PERFORMANCE EVALUATION
The Committee shall perform a review and evaluation, at least annually, of the performance of the Committee and its members, including by reviewing the compliance of the Committee with this Charter. In addition, the Committee shall review and reassess, at least annually, the adequacy of this Charter and recommend to the Board any improvements to this Charter that the Committee considers necessary or appropriate. The Committee shall conduct such evaluations and reviews in such manner as it deems appropriate.
LIMITATIONS INHERENT IN THE COMMITTEE’S ROLE
While the Committee has the duties and responsibilities set forth in this Charter, the Committee is not responsible for ensuring that the Company complies with all laws and regulations and/or its Code of Conduct. In fulfilling their responsibilities hereunder, it is recognized that the members of the Committee are not full-time employees of the Company. As a result, it is not the duty or responsibility of the Committee or its members to make any independent study or evaluation into the conduct of the Company’s business; and each member of the Committee shall be entitled to rely upon (i) the integrity of those persons and organizations within and outside the Company from which he or she receives information, and (ii) the accuracy of all reports, studies, statements and advice provided to the Committee by management or third parties absent any actual knowledge to the contrary (which shall be reported to the Board). This Charter is not intended to, and does not create any legal or fiduciary duties or responsibilities or form the basis for a breach of fiduciary duty or potential liability if not complied with.