(As amended and restated on February 7, 2013)
The Corporate Governance and Nominating Committee (the "Committee") is established by the Board of Directors of Dr Pepper Snapple Group, Inc. and its subsidiaries (the "Company") primarily for the purpose of (a) administering the director selection process and the board committee assignments, (b) leading the development of the Company's corporate governance and developing corporate governance guidelines, (c) reviewing issues related to the relationship between the Company and its stockholders, (d) revising the Company's Code of Business Conduct and Ethics (the "Code of Conduct") and (e) monitoring the Company's succession planning, legislative priorities, political contribution activities, socially beneficially efforts and positions on relevant public policy issues.
- Members. The Committee shall consist of as many members as the Board shall determine, but in any event not fewer than two members. The members of the Committee shall be appointed annually by the Board upon the recommendation of the Committee.
- Qualifications. The Board shall make a good faith determination that each member of the Committee meets all applicable independence and other requirements of law, the Securities and Exchange Commission ("SEC"), the New York Stock Exchange and as set forth in the Company's Corporate Governance Guidelines.
- Chair. The Chair of the Committee shall be appointed by the Board, upon recommendation of the Committee (after consultation with the Chairman of the Board).
- Removal and Replacement. The members of the Committee may be removed or replaced, and any vacancies on the Committee shall be filled, by the Board, upon recommendation of the Committee.
- Meetings. Committee meetings are generally held pursuant to a pre-determined schedule, with additional meetings scheduled as necessary. The length of Committee meetings, and the time devoted to each item on a meeting agenda, depends upon the number and the nature of the items to be discussed at the meeting. In general, directors who are not Committee members may attend meetings of the Committee, except when the Chair of the Committee determines otherwise. The Committee shall periodically meet in executive session without management. The Committee will keep minutes of each meeting.
- Quorum. A majority of the total number of members constitutes a quorum of the Committee. A majority of the members of the Committee in attendance at a meeting, where a quorum is present, is empowered to act on behalf of the Committee, except as may be provided otherwise in this Charter. The Committee may delegate any of its responsibilities, as it deems appropriate, to a subcommittee composed of one or more members.
- Agenda. The Chairman of the Committee, in consultation with the Chairman of the Board, other members of the Committee, the Board and management shall develop and set the Committee's agenda. Committee members are also expected to suggest items for inclusion on the Committee agendas. The agenda and information concerning the business to be conducted at each Committee meeting shall, to the extent practical, be communicated to the members of the Committee sufficiently in advance of each meeting to permit meaningful review.
- Reports to Board. The Committee shall report regularly to the entire Board and shall submit to the Board the minutes of its meetings.
- Action in lieu of a Meeting; Telephonic Participation. Unless otherwise provided by the By-Laws or the Certificate of Incorporation of the Company: (i) any action required or permitted to be taken at any meeting of the Committee may be taken without a meeting if all of the members consent thereto (a) in writing or (b) by electronic transmission and such writings or transmissions are filed with the minutes, of the Committee; and (ii) members of the Committee may participate in a meeting by means of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and such participation shall constitute presence at such a meeting. The Chair of the Committee shall determine whether participation in the meeting by teleconference or videoconference will be permitted.
- Self-Evaluation. The Committee shall prepare and review with the Board an annual performance evaluation of the Committee. The evaluation shall compare the performance of the Committee with the requirements of this Charter.
- Assessment of Charter. The Committee shall review this Charter annually and recommend to the Board any improvements to this Charter that the Committee deems necessary or desirable.
Authority and Duties
In furtherance of the Committee's purpose, and in addition to any other responsibilities which may be properly assigned by the Board from time to time hereunder, the Committee shall have the following authorities and duties:
Establish criteria for the selection of directors, taking into account the following desired attributes:
- sound personal and professional integrity,
- an inquiring and independent mind,
- willingness to devote the required time to carrying out the duties and responsibilities of Board membership,
- commitment to serve on the Board for several years to develop knowledge about the Company's businesses, and
- willingness to represent the best interests of all stockholders and observe the fiduciary duties that a director owes to the stockholders.
In addition, a director candidate must have, when considered with the collective experience of other Board members, appropriate qualifications and skills that have been developed through extensive business experience, including the following:
- practical wisdom and mature judgment,
- interpersonal skills,
- financial acumen,
- broad training and experience at the policy-making level in business, finance and accounting, government, education or technology, and
- expertise (including industry expertise) that is useful to the Company and complementary to the background and experience of other Board members, so that an optimal balance of Board members can be achieved and maintained.
Diversity of viewpoints, as well as ethnic and gender diversity, will also be considered by the Corporate Governance and Nominating Committee in making recommendations for nominations. When considering nominees, the Corporate Governance and Nominating Committee shall seek a balance of experience among the directors so that the Board as a whole has experience and training from different disciplines (including operations, accounting, risk management, finance, marketing and human resources) and different industries (including the beverage industry, consumer products, and finance) which creates the balance sought.
- Identify individuals believed to be qualified to become Board members, consistent with the established criteria, and select, and recommend to the Board, the nominees to stand for election as directors at the annual meeting of stockholders or, if applicable, at a special meeting of stockholders. In the case of a vacancy in the office of a director (including a vacancy created by an increase in the size of the Board), the Committee shall recommend to the Board an individual to fill such vacancy either through appointment by the Board or through election by stockholders. The Committee shall consider all candidates recommended by the Company's stockholders in accordance with the procedures set forth in the Company's annual proxy statement and the Company's By-Laws. The Committee shall oversee the process for conducting background checks of candidates for the Board of Directors and oversee the orientation process for new directors and review and evaluate the process to ensure its effectiveness.
- Prior to a nomination of a director for re-election, assess the performance of each director whose term is expiring and determine whether that director should be nominated for election to an additional term. This determination is to be made following an assessment of the director's performance, including the following factors: the director's attendance, understanding of the Company's businesses, understanding of the Company's strategies, overall level of involvement, contributions to the Board, number of other boards on which the director serves, any change in the independence of the director, and any change in status of the director.
- Manage the process for the Board's determination of whether to accept or reject the resignation tendered by a director who received a greater number of votes "against" such director than "for" such director in an election that is not a contested election.
- Review commercial and other relationships between directors (and their immediate family members or affiliated firms) and the Company, including related party transactions, to make a determination regarding the independence of each director and make a recommendation to the Board as to the independence of each director.
- Monitor on an ongoing basis the Board's compliance with regulations related to director independence, and make recommendations to the Board for changes when appropriate.
- Oversee, and make recommendations to the Board with respect to, the size, structure, composition, independence, processes and practices of the Board and Board committees.
- Recommend to the Board, after consultation with the Chairman, assignments of committee members and chairs for each committee of the Board and removal of committee members, if necessary. In recommending a candidate for Committee membership, the Committee shall take into consideration the factors set forth in the charter of that committee, if any, as well as any other factors it deems appropriate, including without limitation the consistency of the candidate's experience with the goals of such committee and the interplay of the candidate's experience with the experience of other members of such committee.
- Review and recommend action by the Board regarding any potential conflict of interest involving a Board member pursuant to the Code of Conduct.
- Establish procedures for the self-evaluation of the performance and effectiveness of the Board and Board committees.
- Identify and discuss emerging corporate governance issues and trends which may affect the Company and/or its directors.
- Develop and recommend to the Board a set of corporate governance guidelines applicable to the Company, and review those guidelines at least annually.
- Assist management in the preparation of the disclosure in the Company's annual proxy statement and other documents filed with the SEC regarding director independence and the operations of the Committee.
- Oversee the Company's positions on and policies in respect to significant stockholder relations issues, including all proposals submitted by stockholders for inclusion in the Company's proxy statement.
- Establish procedures for receipt of communications from stockholders and, as appropriate, recommend to the Board actions to be taken in response to such communications.
- Establish, review and update periodically the Code of Conduct and ensure management has a system to enforce this Code of Conduct, while recognizing that the Audit Committee shall review the Company's compliance with the Code of Conduct.
- Review and oversee the process regarding succession planning of the CEO and senior management. In doing so, the Committee shall review the process for identifying key managers in the Company and periodically present a senior management evaluation and succession plan to the Board.
- Review and make a recommendation to the Board on the executive officers to be elected.
Periodically review the following matters and report to the Board such observations and information thereon as the Committee deems appropriate:
- The legislative priorities of the Company.
- Activities related to the Company's political action committee (PAC) and any political activities of the Company independent of the PAC.
- The Company's corporate sustainability efforts, including health and wellness, philanthropy, environment, workplace and ethical sourcing.
- Issues (including corporate sustainability issues) identified by the Company as likely to generate expectations of the Company, including potential stockholder proposals.
- Have the resources and authority appropriate to discharge its duties and responsibilities, including the authority to select, retain, terminate, and approve the fees and other retention terms of counsel or other advisors, experts or consultants, as it deems appropriate, in its sole discretion, without seeking approval of the Board or management. The Company shall pay all fees and expenses for any such advisors retained by the Committee. With respect to consultants or search firms used to identify director candidates, the authority to retain, terminate and approve the fees and other retention terms of such firms shall be vested solely in the Committee.
The foregoing list of duties is not exhaustive, and the Committee may, in addition, perform such other functions as may be necessary or appropriate for the performance of its oversight function. The Committee shall have the power to delegate its authority and duties to subcommittees or individual members of the Committee as it deems appropriate.
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