Governance Committee Charter
Purpose of Committee
The purpose of the Governance Committee (the "Committee") of the Board of Directors (the "Board") of Pitney Bowes Inc. (the "Company") is to identify individuals qualified to become Board members consistent with criteria approved by the Board and to recommend for approval by the Board new director nominees for the next annual meeting of stockholders and director nominees for appointment by the Board of Directors to fill a vacancy occurring on the Board other than at the time of the annual meeting of stockholders. The Governance Committee shall also be responsible for the development of and recommendation to the Board of a set of corporate governance principles pursuant to which the key functions of the Board of Directors will be managed. The Committee is responsible for reviewing performance and development of the Chief Executive Officer and overseeing succession planning for the office of Chief Executive Officer. The Committee is responsible for monitoring the performance of the Board of Directors recommending to the Board the membership and functions of the committees of the Board of Directors and is responsible for matters relating to Board of Directors’ compensation.
Committee Structure and Operations
The Committee shall be composed of a minimum of three Directors with all members of the Committee to be independent according to independence standards established by the Board consistent with applicable statutes regulations and listing standards of The New York Stock Exchange ("NYSE"). The Board shall appoint members of the Committee annually including a Director to serve as Committee Chair after consideration of nominations by the Governance Committee.
As permitted by the Company’s Amended and Restated By-Laws in the absence or disqualification of a member of the Committee the member or members thereof present at any meeting and not disqualified from voting whether or not he or they constitute a quorum may unanimously appoint another independent Director to act as a member of the Committee at the meeting in place of any such absent or disqualified member.
The Committee shall meet at least three times per year with additional meetings to occur as deemed necessary or desirable by the Committee or the Committee Chair. A majority of the members of the Committee shall constitute a quorum for action.
Committee Goals and Responsibilities
The following are the goals and responsibilities of the Committee:
- Develop and revise as needed and recommend to the Board criteria for the selection of directors including procedures for reviewing candidates suggested by directors or stockholders.
- Nominate candidates for election to the Board to the extent appropriate in connection with the termination of service by a director or when the size of the Board is expanded. The criteria for selecting new directors shall be as set forth in the Governance Principles.
- Review the qualifications and performance of incumbent directors in determining whether to recommend their reelection and recommend to the Board a slate of director nominees for election at the annual meeting of stockholders.
- Recommend removal of a director where appropriate.
- Recommend to the Board the membership including chairmanship and functions of committees of the Board of Directors.
- Nominate for appointment by the Board candidates to serve as Non-Executive Chairman in accordance with the procedures and consistent with the terms of service as approved by the Board.
- Monitor the performance of the Board of Directors including development of guidelines and procedures to evaluate Board performance.
- Conduct an annual review to determine the continued independence of each non-employee Director.
- Review any related-person transactions between Pitney Bowes and its Directors nominees for Director executive officers beneficial owners of more than five percent of any class of Pitney Bowes voting stock and their immediate family members in accordance with Company policy.
- Review the performance of the Chief Executive Officer on an annual basis at a joint meeting with the Executive Compensation Committee at which the chair of the Governance Committee presides.
- Oversee long-term and short-term plans for succession in the Office of Chief Executive Officer. Consider and recommend to the Board candidates for successor to the Chief Executive Officer and other corporate offices when vacancies shall occur in those offices.
- Monitor and make recommendations to the Board on matters of Board policy and practices including the Governance Principles of the Board of Directors.
- Review and recommend to the Board the amount and form of compensation to be paid to non-employee members of the Board of Directors.
- Designate the executive officers of the Company in compliance with the rules of the Securities and Exchange Commission.
- Review periodically and recommend to the Board of Directors revisions as warranted to the Code of Business Conduct and Ethics of the Board of Directors.
- Consider requests by members of Company management to serve on boards of directors of public companies.
- Oversee the mitigation by management of such Enterprise Risks identified by the Company’s Risk Steering Committee and reported to the Audit Committee of the Board of Directors as assigned by the Governance Committee and approved by the Board of Directors.
- Review the Company’s public policy work and related activities including its policy on political expenditures.
The Committee shall produce the following reports and provide them to the Board:
- An annual performance evaluation of the Committee. The performance evaluation should also identify for implementation any improvements to this charter deemed necessary or desirable by the Committee. The performance evaluation by the Committee shall be conducted in such manner as the Committee deems appropriate. The report to the Board may take the form of an oral report by the Committee Chair or any other member of the Committee designated by the Committee to make this report.
- A summary of the actions taken at each Committee meeting which shall be presented by the Committee Chair at the next Board meeting.
Resources and Authority of the Committee
The Committee shall 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 special counsel or other experts or consultants as it deems appropriate without seeking approval of Board or management. With respect to consultants retained to assist in the identification of candidates for nomination to the Board of Directors this authority shall be vested solely in the Committee.