Corporate Governance and Nominating Committee
February 19, 2018
Whirlpool Corporation Corporate Governance and Nominating Committee Charter
The purpose of the Committee is to assist the Board of Directors by providing oversight on the broad range of issues surrounding the composition and operation of the Board of Directors, including identifying individuals qualified to become Board members, recommending to the Board director nominees for the next annual meeting of shareholders and nominees to fill any vacancies on the Board, and recommending to the Board a set of corporate governance principles applicable to the Corporation. The Committee’s goal is to assure that the composition, practices, and operation of the Board contribute to value creation and effective representation of Whirlpool shareholders.
II. COMMITTEE MEMBERS
The Committee shall be comprised of at least three “independent” Directors as that term is defined in relevant New York Stock Exchange (“NYSE”) listing rules and law. Committee members shall be appointed and removed by the Board in its sole discretion.
III. COMMITTEE MEETINGS
The Committee will meet at least two times a year, with authority to convene additional meetings as circumstances require. The Committee will invite members of Management and others to attend meetings and provide pertinent information, as necessary. Meeting agendas will be prepared and provided in advance to members, along with appropriate briefing materials. Minutes will be prepared and the Committee will report to the Board the results of its meetings. The Committee may form one or more subcommittees, each of which may take such actions as may be delegated by the Committee.
The Committee has sole authority and discretion to retain consultants and other experts to advise the Committee in the performance of its duties, including director search firms, legal counsel or other advisors (together, “Advisors”). The Committee shall be directly responsible for the appointment, compensation and oversight of the work of any Advisor retained by the Committee. The Company shall provide for appropriate funding, as determined by the Committee, for payment of reasonable compensation to any such Advisor.
V. DUTIES AND RESPONSIBILITIES
The Committee has the following specific duties and responsibilities, in addition to any additional similar matters that may be referred to the Committee from time to time by the full Board, the Chairman, or which the Committee raises on its own initiative:
1. Evaluates and makes recommendations to the full Board of Directors concerning the number and accountability of Board Committees, Committee assignments and Committee membership rotation practices.
2. Establishes and articulates the requisite experience, qualifications, skills, and other selection criteria for members of the Board of Directors in accordance with relevant NYSE listing rules and law.
3. Makes recommendations to the full Board of Directors concerning all nominees for Board membership, including the re-election of existing Board members. The Committee will review any candidate recommended or nominated by stockholders, members of the Board, or members of management under the Committee’s criteria for selection of new Directors, as well as requirements under the Corporation’s organizational documents and applicable law. The Committee will be responsible for conducting all inquiries into the background, qualification, and independence of any candidate. The Committee will consider the extent to which a candidate’s membership would promote diversity among the Directors, taking into account various factors and perspectives, including differences of viewpoints, professional experiences, educational background, skills, and other individual qualities as well as race, gender, age, and national origin.
4. Reviews relationships between directors, the Company and members of management, and recommends to the Board of Directors whether each director qualifies as “independent” under the applicable NYSE rules.
5. Reviews and approves or ratifies any transaction between the Company and any related person as appropriate in accordance with the Company’s related person transaction policy.
6. Oversees the annual Board and Board Committee self assessment process and conducts a review of the effectiveness of the operation of the Board and Board Committees.
7. Oversees the Company’s corporate governance practices, including reviewing and recommending to the Board of Directors for approval any proposed changes to the Company’s Certificate of Incorporation, By-laws, committee charters, and the Corporate Governance Guidelines for Operation of the Board of Directors.
8. Regularly reviews issues and developments relating to corporate governance, including stockholder proposals for inclusion in the Corporation’s proxy statement, and makes recommendations to the full Board of Directors.
9. Oversees management’s establishment and implementation of standards, guidelines, and policies relating to the identification, assessment, and management of significant corporate governance and related potential risks, reporting to the full Board of Directors as appropriate.
10. Oversees the new director orientation program and the continuing education of directors.
11. Periodically reviews and makes recommendations to the full Board of Directors regarding compensation of nonemployee directors.
12. Evaluates annually its performance in accordance with applicable NYSE listing rules and law.
13. Reviews and evaluates annually this charter and submits any proposed changes to the Board of Directors for approval.