Circuit City 2008 Annual Report Download - page 79

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6.
Pursuant to procedures established by the Committee, exercise oversight of the evaluation of the Board and management; and
7.
Carry out other duties or responsibilities expressly delegated to the Committee by the Board from time to time relating to the
nomination of Board and committee members and corporate governance.
Committee Membership
The Committee shall consist of at least three members of the Board. The members of the Committee shall be appointed by the Board, and shall
serve at the pleasure of the Board for such term or terms as the Board may determine. Only independent directors, as such term is defined under
the pertinent listing standards of the New York Stock Exchange, shall serve on the Committee.
Committee Structure and Operations
A majority of the Committee shall constitute a quorum. The Board shall designate a member of the Committee as its chairperson. The
Committee may act by a majority of the members present at a meeting of the Committee. In the event of a tie vote on any issue, the chairperson’
s
vote shall decide the issue. The Committee shall meet in person or telephonically at least once a year at a time and place determined by the
Committee chairperson, with further meetings to occur when deemed necessary or desirable by the Committee or its chairperson. The Committee
may delegate some or all of its duties to a subcommittee comprising one or more members of the Committee. The Committee may ask members
of management or others whose advice and counsel are relevant to the issues then being considered by the Committee to attend any meetings and
to provide such pertinent information as the Committee may request. The Committee shall report to the Board at least once a year.
Performance Evaluation
Each year, the Committee shall compare its performance with the requirements of this charter, set forth its objectives for the next year and
recommend changes in this charter, if any, considered appropriate by the Committee. Such evaluation shall be reported to the Board in such
manner as the Committee from time to time determines.
Resources and Authority of the Committee
The Committee shall have the resources and authority to discharge its duties and responsibilities, including the authority to retain counsel and
other experts or consultants. The Committee shall have the sole authority to select and retain a consultant or search firm to identify director
candidates, to terminate any such consultant or search firm retained by it, and to approve the consultant or search firm’s fees and other retention
terms.
Nothing contained in this charter is intended to, or should be construed as, creating any responsibility or liability of the members of the
Committee except to the extent otherwise
2