The purposes of the Nominating and Corporate Governance Committee (the
"Committee") of the Board of Directors (the "Board") of Pzena Investment Management,
Inc. (the "Corporation") shall be to (a) identify and to recommend to the Board
individuals qualified to serve as directors of the Corporation and on committees of the
Board; (b) advise the Board with respect to the Board composition, procedures and
committees; (c) develop and recommend to the Board a set of Corporate Governance
Guidelines and Code of Business Ethics and Conduct for the Corporation; (d) oversee the
evaluation of the Board and the Corporation's management; and (e) otherwise take a
leadership role in developing the corporate governance policies of the Corporation.
The Committee shall consist of two or more directors, as determined from time to
time by the Board. Each member of the Committee shall be qualified to serve on the
Committee pursuant to the requirements of the New York Stock Exchange (the “NYSE”),
and any additional requirements that the Board deems appropriate.
The chairperson of the Committee shall be designated by the Board, provided that
if the Board does not so designate a chairperson, the members of the Committee, by a
majority vote, may designate a chairperson.
Any vacancy on the Committee shall be filled by majority vote of the Board. No
member of the Committee shall be removed except by majority vote of the Board.
The Committee shall meet as often as it determines necessary to carry out its
duties and responsibilities, but no less than twice annually. Any member of the
Committee may call meetings of the Committee. Any meeting of the Committee may be
held telephonically, but the Committee shall meet in person at least once a year. A
majority of the members of the Committee present in person or by means of a conference
telephone or other communications equipment by means of which all persons
participating in the meeting can hear each other shall constitute a quorum. Approval of
actions by the Committee requires a majority vote of the Committee members. All nonmanagement
directors who are not members of the Committee may attend meetings of
the Committee but may not vote. The Committee shall maintain minutes of its meetings
and records relating to those meetings.
The Committee, in its discretion, may ask members of management or others to
attend its meetings (or portions thereof) and to provide pertinent information as
necessary. The Committee, in its discretion, may also exclude from its meetings any
persons it deems appropriate in order to carry out its responsibilities.
- Board Candidates and Nominees
The Committee shall have the following duties and responsibilities with respect to
Board candidates and nominees:
(a) To assist in identifying, recruiting and, if appropriate, interviewing
candidates to fill positions on the Board, including persons suggested by stockholders or
others. In identifying candidates for membership on the Board, the Committee shall
consult with the Chief Executive Officer and shall take into account all factors it
considers appropriate as set forth in the Board's Corporate Governance Guidelines.
(b) To conduct all necessary and appropriate inquiries into the background
and qualifications of individuals being considered as director candidates. Among the
qualifications considered in the selection of candidates, the Committee shall look at the
following attributes and criteria of candidates: experience, skills, expertise, diversity,
personal and professional integrity, character, business judgment, time availability in
light of other commitments, dedication, conflicts of interest and such other relevant
factors that the Committee considers appropriate in the context of the needs of the Board.
(c) To recommend to the Board the director nominees for election by the
stockholders or appointment by the Board, as the case may be, pursuant to the Bylaws of
the Corporation, which recommendations shall be consistent with the criteria for selecting
directors established by the Board from time to time.
(d) To review the suitability for continued service as a director of each
incumbent member of the Board when his or her term expires and when he or she has a
change in status and to recommend whether or not the incumbent Board member should
be re-nominated. A member of the Committee who is a candidate for re-nomination shall
not be present during the deliberations concerning, or to vote upon, such member's
candidacy.
(e) The Committee may, if it deems appropriate, establish procedures to be
followed by stockholders in submitting recommendations for Board candidates.
- Board Committees
The Committee shall have the following duties and responsibilities with respect to
the committee structure of the Board:
(a) After consultation with the Chief Executive Officer and after taking into
account the experiences and expertise of individual directors, to make recommendations
to the Board regarding the size and composition of each standing committee of the Board,
including the identification of individuals qualified to serve as members of a committee,
including the Committee, and to recommend individual directors to fill any vacancy that
might occur on a committee, including the Committee.
(b) To monitor the functioning of the committees of the Board and to make
recommendations for any changes, including the creation and elimination of committees.
(c) To review annually committee assignments in accordance with the
policies and procedures set forth in the Corporate Governance Guidelines and to report
any recommendations to the Board.
(d) To recommend that the Board establish such special committees as may be
desirable or necessary from time to time in order to address ethical, legal or other matters
that may arise. The Committee's power to make such a recommendation under this
Charter shall be without prejudice to the right of any other committee of the Board, or
any individual director, to make such a recommendation at any time.
- Corporate Governance
The Committee shall have the following duties and responsibilities with respect to
corporate governance:
(a) To develop and recommend to the Board a set of Corporate Governance
Guidelines and Code of Business Ethics and Conduct for the Corporation, which shall be
consistent with any applicable laws, regulations and listing standards. At a minimum, the Corporate Governance Guidelines developed and recommended by the Committee shall
address the following:
(i) Director qualification standards.
Director retirement standards, including term limits and age
caps.
(ii) Director retirement standards, including term limits and age
caps.
(iii) Director responsibilities.
(iv) Director access to management and, as necessary and
appropriate, independent advisors.
(v) Director compensation, including principles for determining
the form and amount of director compensation, and for
reviewing those principles, as appropriate.
(vi) Policies with respect to the Corporation's indemnification and
insurance coverage for directors and officers.
(vii) Director orientation and continuing education.
(viii) Management succession, including policies and principles for
the selection and performance review of the chief executive
officer, as well as policies regarding succession in the event of
an emergency or the retirement of the chief executive officer.
(ix) Annual performance evaluation of the Board.
(b) To review periodically, and at least annually, the Corporate Governance
Guidelines and Code of Business Ethics and Conduct adopted by the Board to assure that
they are appropriate for the Corporation and comply with the requirements of the NYSE,
and to recommend any desirable changes to the Board.
(c) To be responsible for the responsibilities assigned to the Committee in the
Corporate Governance Guidelines.
(d) To consider questions of independence of non-management directors and
possible conflicts of interest of directors and executive officers.
(e) To consider any other corporate governance issues that arise from time to
time, and to develop appropriate recommendations for the Board.
- Evaluation of the Board and Management
The Committee shall have the following duties and responsibilities with respect to
evaluation of the Board and management:
(a) The Committee shall be responsible for overseeing the evaluation of the
Board as a whole and management and shall evaluate and report to the Board on the
performance and effectiveness of the Board. The Committee shall establish procedures
to allow it to exercise this oversight function.
The Committee shall, on an annual basis, evaluate its performance. In conducting
this review, the Committee shall evaluate whether this Charter appropriately addresses
the matters that are or should be within its scope and shall recommend such changes as it
deems necessary or appropriate. The Committee shall address all matters that the
Committee considers relevant to its performance, including at least the following: the
adequacy, appropriateness and quality of the information and recommendations presented
by the Committee to the Board, the manner in which they were discussed or debated, and
whether the number and length of meetings of the Committee were adequate for the
Committee to complete its work in a thorough and thoughtful manner.
The Committee shall deliver to the Board a report, which may be oral, setting
forth the results of its evaluation, including any recommended amendments to this
Charter and any recommended changes to the Corporation's or the Board's policies or
procedures.
The Committee may conduct or authorize investigations into or studies of matters
within the Committee's scope of responsibilities, and may retain, at the Corporation's
expense, such independent counsel or other consultants or advisers as it deems necessary.
The Committee shall have the sole authority to retain or terminate any search firm to be
used to identify director candidates, including sole authority to approve the search firm's
fees and other retention terms, such fees to be borne by the Corporation.
