Chiquita

Investor Relations > Governance > Charter of the Nominating & Governance Committee

Investor Relations

Revised April 3, 2008

CHIQUITA BRANDS INTERNATIONAL, INC.

Nominating & Governance Committee
of the Board of Directors

Charter

Name

There shall be a committee of the Board of Directors called the Nominating & Governance Committee.

Primary Purposes

Identify, review and recommend to the Board qualified candidates to fill vacancies on the Board, consistent with the criteria approved by the Board.
Recommend to the Board candidates to be nominated for election as directors at the annual shareholders’ meeting.
Consider shareholder suggestions for nominees for director.
Recommend to the Board the members and Chair of each Board committee.
Develop and recommend to the Board the governance standards, policies and practices applicable to the Board.
Oversee, as requested by the Board, the Board’s corporate governance activities.
Review public policy matters of importance to the Company’s stakeholders.

Composition and Selection

The Committee shall consist of no fewer than three members. Members of the Committee and its Chair shall be appointed annually by the Board (upon the recommendation of the Committee), which shall have the power to change the membership of the Committee at any time.

Each member of the Committee shall be an “independent director” as defined in New York Stock Exchange rules.

Director’s fees are the only compensation that a Committee member may receive from the Company.

The Committee may form subcommittees for any purpose and with such power and authority as it deems appropriate.

Meetings

The Committee shall meet as often as it determines necessary to carry out its duties and responsibilities.

A majority of the members of the Committee present in person or by means of conference telephone or other communications equipment shall constitute a quorum. The Committee shall maintain minutes of its meetings. Actions may also be taken without a meeting if all members of the Committee consent thereto in writing (including by e-mail) and the writings and consents are filed with the proceedings of the Committee.

Authority and Responsibilities

Develop for Board approval qualification criteria for Board members, and seek and interview individuals qualified to become Board members for recommendation to the Board in accordance with the Board’s Governance Standards and Policies.
Review on an annual basis the appropriate skills and qualities required of Board members in the context of the current composition of the Board. This assessment should include such considerations as diversity, age, international background, financial skills, brand management understanding and knowledge of the global food industry – all in the context of the perceived needs of the Board.
Propose for Board approval a list of committee members and Chairs. In developing this proposal, the Committee should consider the costs and benefits of membership rotation to ensure that, at any point in time, each committee reflects an effective mix of expertise and fresh thinking. When making recommendations to the Board, the Committee should expect committee Chairs to serve for three years in that capacity and committee members to serve for five years (assuming continued election by the Company’s shareholders).
Consider, and make recommendations to the Board with respect to, any director resignation tendered in accordance with the Majority Vote Policy set forth in the Board’s Governance Standards and Policies.
Upon the Board’s request, identify potential candidates for the position of Chief Executive Officer, based on criteria approved by the Board, and report its recommendations on each candidate to the Board.
Retain and terminate any search firm to be used to identify director candidates (including Chief Executive Officer candidates) and approve the search firm’s fees and other retention terms.
Review the performance of the Chief Executive Officer and provide the details of this review to the Compensation & Organization Development Committee and the Board.
Prepare and give regular reports to the Board.
Annually review and reassess the adequacy of the Board’s Governance Standards and Policies and the charters of this Committee, the Audit Committee, the Compensation & Organization Development Committee, and any other committee established by the Board. Recommend any proposed changes to the Board for approval.
Review the structure and types of Board committees annually.
Review its performance annually.
Oversee the annual self-evaluations of the Board and the other Board committees. Also oversee Board evaluations of management performance.
Annually review, and make recommendations to the Board regarding, the level and forms of director compensation.
Review management’s systems and plans, and make recommendations to the Board, on public policy matters of importance to Company stakeholders, including organizational diversity, social, environmental and food safety concerns, community and government relations and corporate reputation. In this connection, the Committee shall periodically review with the Company’s Corporate Responsibility Officer and other appropriate members of management the adequacy of the policies, standards, programs and resources devoted to the Company’s performance in corporate responsibility.