Governance Committee Charter
(As adopted January 21, 2004)
Role of the Governance Committee
The Governance Committee is appointed by the Board of Directors to assist the Board by:
identifying individuals qualified to become members of the Company’s Board of Directors, consistent with the criteria established by the Board;
proposing candidates to be nominated for election as Director by the Board of Directors at annual or special meetings of shareholders or to be elected by the Board of Directors to fill any vacancies on the Board;
developing and recommending to the Board of Directors for adoption corporate governance guidelines applicable to the Company;
assisting the Board of Directors in fulfilling its responsibility to oversee the Company's financial policies and strategies, capital structure and dividend policies; and
assisting the Board of Directors with its oversight of the performance of the Company's risk management function.
Qualifications and Appointment of Governance Committee Members
The Board of Directors appoints the Chair and the members of the Governance Committee, having determined their qualifications. Members of the Committee shall serve at the pleasure of the Board and for such term or terms as the Board may determine.
Committee Membership
The Governance Committee shall consist of no fewer than three members. The members of the Committee shall meet the director independence requirements under the Corporate Governance Standards of the New York Stock Exchange.
Governance Committee Authority and Responsibilities
The Governance Committee shall:
recommend to the Board of Directors criteria for selecting qualified candidates for election to the Company’s Board of Directors;
lead the search for qualified candidates to serve on the Company’s Board of Directors, and, if a search firm is used to identify director candidates, have sole authority to approve the search firm’s fees and other retention terms;
recommend to the Board of Directors policies and procedures regarding consideration of Director candidates recommended by security holders;
identify individuals qualified to become members of the Board of Directors consistent with criteria established by the Board, and propose nominees for election as Directors at annual or special meetings of shareholders or to be elected by the Board of Directors to fill any vacancies on the Board in the interval between annual meetings;
recommend to the Board of Directors the members of the Board to be appointed as the Chairs and members of the committees of the Board;
recommend to the Board of Directors the procedures for interested parties to send communications to the non-management Directors;
develop and recommend to the Board of Directors a set of corporate governance guidelines;
oversee the evaluation of the Board of Directors and establish the procedures by which the evaluations will be conducted;
conduct an appropriate review when a Director is invited to serve on the board of directors, audit committee or other significant committee of another public company;
from time to time review the compensation and benefits of the Board of Directors as necessary or desirable, and, in connection therewith, exercise sole authority to retain, terminate and approve the fees and other retention terms of any consultant;
review policies, practices and procedures regarding risk assessment and management, receive and review reports from management of the steps it has taken to measure, monitor and manage risk exposures in the enterprise, including financial risk (consulting in regard to such matters with independent advisors as the Committee shall deem necessary or desirable); review benchmarks for such risks and management's performance against these benchmarks; receive and review reports on selected risk topics as the Committee or management deems appropriate from time to time; and
to the extent of the authority delegated to it by the Board of Directors and consistent with safety and soundness and with applicable law, review proposals and reports concerning, make recommendations to the Board regarding, and provide approvals of, certain financial matters, including the issuance and sale of the Company's equity securities, repurchase programs for the Company's securities, the payment of dividends on the Company's equity securities, the maximum amounts of the Company's short-term and long-term indebtedness, certain acquisitions and dispositions of entities or businesses, the funding of the Company's subsidiaries, and contingencies and commitments of the Company.
The Governance Committee may delegate to a subcommittee such of its duties and responsibilities as the Committee deems to be in the best interests of MetLife, provided such delegation is not prohibited by law, regulation or the Corporate Governance Standards of the New York Stock Exchange.
Meetings and Reports to the Board of Directors
The Governance Committee shall meet at least three times each year and shall make a report to the Board of Directors at least annually about the Committee’s activities.
Annual Evaluation of the Committee’s Performance
Annually, the Committee shall conduct an evaluation of its performance.
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