Nominating and Corporate Governance Committee
The Nominating and Corporate Governance Committee is responsible to the Board for all corporate governance matters; the review and recommendation to the Board of the Company’s Code of Business Conduct and the Code of Business Ethics for CEO and Senior Financial Officers of Glatfelter; the nominations of the directors and officers of the Company, as well as:
The Nominating and Corporate Governance Committee is further charged with developing and recommending the Corporate Governance Principles to the Board and reviewing the same annually to assure that they are appropriate for the Company and comply with the requirements of the SEC and NYSE. Additionally, the Nominating and Corporate Governance Committee reviews the senior management organization, assuring that the Company has a senior management succession plan, makes nominations to the Board for election of officers, and recommends to the Board the individual who should assume the position of Chief Executive Officer if he or she becomes unable to serve due to an unforeseen event.
The Board will not permit any waiver of its Code of Business Ethics for any director or executive officer. The Nominating and Corporate Governance Committee shall examine any exceptional situation that might constitute an infraction of the Company’s Code of Business Conduct and coordinate the prompt disclosure of any material departures from its Code of Business Conduct.
The Nominating and Corporate Governance Committee is comprised entirely of "independent" directors as that term is defined herein and as required by the NYSE listing standards.
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