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APPENDIX D
ASSURANT, INC. NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER
NOMINATING AND CORPORATE GOVERNANCE COMMITTEE
OF THE BOARD OF DIRECTORS OF ASSURANT, INC.
CHARTER
The Nominating and Corporate Governance Committee (the “Committee”)
shall provide assistance to the Board of Directors in fulfilling its
responsibility to the shareholders, potential shareholders and investment community by:
Composition and Qualifications
The Committee shall be comprised of three or more members of the Board of Directors. Within the time period required by the New York
Stock Exchange, Inc. (the “NYSE”) for companies listing in conjunction with their initial public offering, each member of the Committee shall
be a director who is determined by the Board of Directors to be “independent” under the rules of the NYSE and shall meet any other standards
of independence as prescribed for purposes of any federal securities laws or other laws relating to the duties and responsibilities of the
Committee.
Appointment and Removal
The members of the Committee shall be appointed by the Board of Directors and shall serve until such member’s successor is duly elected
and qualified or until such member’s earlier resignation or removal. The members of the Committee may be removed, with or without cause,
by a majority vote of the Board of Directors.
Chairman
Unless a Chairman is elected by the full Board of Directors, the members of the Committee shall designate a Chairman by majority vote of
the full Committee membership. The Chairman shall be entitled to cast a vote to resolve any ties. The Chairman will chair all regular sessions
of the Committee and set the agendas for Committee meetings.
D-1
I.
PURPOSE
A. Identifying individuals qualified to become directors, consistent with criteria approved by the Board of Directors, and selecting, or
recommending that the Board of Directors select, the candidates for all directorships to be filled by the Board of Directors or by the
shareholders;
B. Developing and recommending to the Board of Directors a set of corporate governance principles applicable to the corporation;
C. Evaluating annually the performance of each committee of the Board of Directors and recommending to the Board of Directors the
creation or elimination of Board standing or special committees and the establishment of membership of such committees;
D. Developing director responsibilities, orientation, and continuing education programs, as necessary or appropriate;
E. Overseeing the evaluation of the Board of Directors and management;
F. Overseeing the management continuity planning process and recommending to the Board of Directors candidates to occupy
management positions; and
G. Otherwise taking a leadership role in shaping the corporate governance of the corporation.
II. STRUCTURE AND OPERATIONS