Governance & Nominating Committee

Governance & Nominating Committee

Governance & Nominating Committee

The Governance & Nominating Committee, assists the Board in its oversight of (a) the selection, qualifications, compensation and performance of Praxair’s directors, (b) Praxair’s governance, including the practices and effectiveness of the Board, and (c) various important public policy concerns that affect the Company.  In furtherance of these responsibilities, the Governance & Nominating Committee, among other duties,

(1) recommends to the Board nominees for election as directors, and periodically reviews potential candidates, including incumbent directors;

(2) reviews policies with respect to the composition, compensation, organization and practices of the Board, and developments in corporate governance matters generally; and

(3) reviews Praxair's policies and responses to broad public policy issues such as social responsibility, corporate citizenship, charitable contributions, legislative issues, and important shareholder issues, including management and shareholder proposals offered for shareholder approval.

Governance & Nominating Committee Charter

The Governance and Nominating Committee shall have responsibility for advice and counsel to management regarding, and oversight of, and the Corporation's governance, including the selection of directors and the Board's practices and effectiveness. In discharging these responsibilities, the Committee shall:

  1.  Recommend to the Board nominees for election as directors;  
  2. Search for, recruit, screen, interview and select candidates for new directors as necessary to fill vacancies or the additional needs of the Board, and consider management's and stockholder's recommendations for director candidates;  
  3. Evaluate the qualifications and performance of incumbent directors and determine whether to recommend them for re-election to the Board;  
  4. Establish and periodically reevaluate criteria for Board membership and selection of new directors including independence standards; and determine as necessary the portfolio of skills, experience, perspective and background required for the effective functioning of the Board considering the Corporation's strategy, and its regulatory, geographic and market environments;  
  5. Monitor non-Board services provided by directors to the Corporation and its subsidiaries;  
  6. Recommend to the Board removal of a director where appropriate;  
  7. Initiate and oversee a periodic evaluation of (a) the quality, sufficiency and currency of information furnished by management to the directors in connection with Board and Committee meetings and other activities of the directors, (b) the Board's effectiveness, (c) the composition, organization (including its Committee structure, membership and leadership) and practices of the Board, (d) tenure and other policies related to the directors' service on the Board, and (e) corporate governance matters generally; and recommend action to the Board where appropriate;  
  8. Develop, periodically review, and recommend to the Board a set of corporate governance principles applicable to the Corporation; 
  9. Review the Board's policy for director compensation and recommend to the Board compensation programs for directors;  
  10. Monitor the orientation and training needs of directors and recommend action to the Board, individual directors, and management where appropriate;  
  11. Review periodically the Corporation’s guidelines and policies governing the Corporation’s response to important broad public policy issues in the areas of corporate social responsibility and corporate citizenship.  
  12. Review at least annually the charitable contributions policies and programs of the Corporation, approve charitable contributions budgets and individual contributions according to such standards as the Committee determines, and periodically review donees for potential conflicts of interest, or the appearance thereof, with directors of the Corporation.  
  13. Review periodically the Corporation’s legislative affairs and political action committees activities;  
  14. Review and approve the Corporation’s policies on, and responses to, important stockholder issues and proposals, and recommend to the Board the placement of stockholder proposals, and the Board's response thereto, in the proxy statement;  
  15. Review and approve, prior to publication, the Corporation’s proxy statement and form of proxy; subject to concurrent review by the applicable Committees of the Compensation, Audit and Auditor’s sections thereof;  
  16. Review and approve, prior to publication and filing, the non-financial portions of the annual report to stockholders and the Annual Report on Form 10-K;  
  17. Review and approve, prior to acceptance, the Chief Executive Officer's service on any other public company Board;  
  18. Review, and investigate when appropriate, complaints and allegations of material malfeasance or inappropriate behavior by any of the Corporation's executive officers, and recommend to the Board actions, if any, to be taken in response thereto;  
  19. Establish a policy regarding the handling of potential conflicts of interests involving directors or executive officers and review, and make appropriate determinations regarding, potential conflicts reported to the Committee in accordance with that policy.  
  20. Establish stock ownership guidelines for directors and monitor compliance therewith;  
  21. Review periodically director transactions in the Corporation's stock and approve such transactions to the extent required by applicable rules for their exemption from short-swing profit liability under Section 16(b) of the Securities and Exchange Act of 1934;  
  22. Perform other functions within the scope of the foregoing, which the Committee deems appropriate to undertake from time to time; and  
  23. Conduct an evaluation of the Committee's performance and charter at least annually, and recommend to the Board such Committee Charter changes as the Committee deems appropriate.  

The Committee shall be comprised solely of independent directors according to independence standards established by the Committee consistent with applicable statutes, regulations, and New York Stock Exchange Listing Standards.

The Committee shall have the sole authority to retain, and approve the fees and other retention terms of, director search, legal and other advisors, as it deems necessary for the fulfillment of its responsibilities.

The Committee shall have the authority to designate, and delegate duties to, such standing and ad-hoc sub-committees as it deems necessary or desirable.

A majority of the members of the Committee shall constitute a quorum for the transaction of business, subject to the provisions of Article II, Section 6 of the Corporation's by-laws regarding the appointment of a substitute director to act in the place of any absent or disqualified Committee member.

The vote of a majority of the members and substitute members present at any meeting at which a quorum is present shall be the act of the Committee.

The Committee Chairman shall have the authority to call a special meeting of the Committee whenever s/he deems such meeting necessary or desirable.

The Chairman shall regularly make a report to the Board regarding the Committee's activities.