Pursuant to Section 13.1-689 of the Virginia Stock Corporation Act and Article III, Section 6 of the Bylaws of NewMarket Corporation, incorporated under the laws of the Commonwealth of Virginia (the “Company”), the following shall constitute the Nominating and Corporate Governance Committee Charter (the “Charter”) of the board of directors of the Company (the “Board”):
Composition of the Nominating and Corporate Governance Committee
There shall be constituted a standing committee of the Board to be known as the Nominating and Corporate Governance committee (the “Committee”).
The Committee shall consist of no fewer than three directors. The members of the Committee shall satisfy the independence requirements of the New York Stock Exchange as then in effect.
The members of the Committee shall be appointed by the Board, at the Board’s annual meeting and may be removed by the Board at any time. The members of the Committee shall serve for one year or until their successors are duly elected and qualified. Unless a Chairman is elected by the full Board, the members of the Committee shall designate a Chairman by majority vote of the full Committee membership.
The duties and responsibilities of Committee members contained herein shall be in addition to those duties otherwise required for members of the Board.
Statement of Purpose
The Committee is appointed by the Board:
To assist the Board by identifying and recruiting individuals qualified to become Board members and to recommend to the Board the director-nominees for the next annual meeting of shareholders;
To recommend to the Board director-nominees for each Board committee;
To oversee the governance of the Company including recommending to the Board the Corporate Governance Guidelines for the Company;
To lead the Board in its annual review of the Board’s and management’s performance.
The Committee shall have the sole authority to retain and terminate any search firm to be used to identify director candidates and shall have sole authority to approve the search firm’s fees and other retention terms. The Committee also shall have authority to obtain advice and assistance from internal or external legal, accounting or other advisors.
The Committee may form and delegate authority to subcommittees when appropriate.
The Committee shall:
Board Structure and Membership
- Review the size and composition of the Board, taking into account the Corporate Governance Guidelines;
- Develop criteria for selecting new nominees to the Board and include such criteria in the Corporate Governance Guidelines;
- Recommend to the Board nominees for each of the Board’s committees;
- Actively seek, identify and recommend to the Board individuals qualified to become Board members, consistent with the criteria approved by the Board and contained in the Corporate Governance Guidelines;
- Consider recommendations of director nominees from shareholders;
- Recommend to the Board committee membership annually and the chairpersons to be appointed to each of the Board committees;
- Present all nominees in a timely fashion to minimize disruption in the Company’s business and at such a time to allow for the full consideration of the nominees by the Board and the timely submission of any filings required by the Securities and Exchange Commission (“SEC”);
- Make recommendations to the Board regarding tenure of directors;
- Implement a policy regarding director attendance at annual meetings of shareholders;
- Review periodically the Company’s committee structure and operations and the working relationship between each committee and the Board;
Corporate Governance and Code of Ethics
- Annually review and reassess the adequacy of the Corporate Governance Guidelines of the Company and recommend any proposed changes to the Board for approval;
- Review periodically the Company’s Code of Ethics, including evaluating the adequacy of the Company’s conflict of interest policies (included in the Code of Ethics) when business opportunities arise that potentially may give rise to the appearance of impropriety;
- Obtain confirmation from the Company’s management that the conflict of interest policies that are included in the Code of Ethics are understood and implemented;
- Develop a process for communications by shareholders to directors in accordance with SEC rules;
- Consider with management any public policy, corporate governance and other related issues that may affect the Company;
Evaluation of the Board, Management and the Nominating and Corporate Governance Committee
- Receive comments from all directors and report annually to the Board with an assessment of the Board’s and management’s performance, to be discussed with the full Board following the end of each fiscal year;
- Consider, discuss and recommend ways to improve the Board’s effectiveness;
- Make regular reports to the Board;
- Review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval;
- Annually review its own performance and report its findings to the Board; and
- Perform such other functions as may be requested by the Board.
The Committee shall meet as often as may be deemed necessary or appropriate in its judgment and that of the Board, but at least twice a year. The Chairman or a majority of the members of the Committee may call meetings of the Committee upon reasonable notice to all members of the Committee. The Committee shall meet at such a time and place to allow for the timely presentment of any nominees to the Board for consideration. The Committee shall keep minutes of its proceedings. Following each meeting, the Committee shall report to the Board at the next regularly scheduled Board meeting, or sooner, as circumstances may dictate.
This Nominating and Corporate Governance Committee Charter was duly approved and adopted by the Board of the Company on the 27th day of May, 2004.
M. Rudolph West, Secretary