WALTER INVESTMENT MANAGEMENT CORP.
BOARD OF DIRECTORS
NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER
Amended and Revised February 27, 2012
The Board of Directors (the “Board”) of Walter Investment Management Corp. (the “Company”) has the responsibility to:
- Identify individuals qualified to become Company directors;
- Determine the composition of the Board and its committees;
- Assess the Board’s effectiveness in developing and implementing the Company’s corporate governance policies and practices;
- Oversee risks related to the Company’s governance structure and processes and risks arising from related party transactions;
- Develop and monitor a set of corporate governance guidelines applicable to the Company;
- Prepare a succession plan for the Company’s CEO and such other members of executive management as the Board shall determine;
- Review and evaluate annually the terms and adequacy of coverage of directors’ and officers’ liability insurance;
- Review the Company’s Code of Conduct and Ethics; and
- Otherwise take a leadership role in shaping the corporate governance of the Corporation.
Through this Charter, the Board delegates the authority to assist the Board in fulfilling these duties to the Nominating and Corporate Governance Committee (the “Committee”).
STRUCTURE AND OPERATIONS
Composition and Qualifications
The Committee shall be comprised of three or more members of the Board, each of whom is determined by the Board to be “independent” in accordance with the applicable rules of the Sarbanes-Oxley Act of 2002 and the NYSE Amex and applicable state and federal law.
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.
Unless a Chairman is designated by the full Board, the members of the Committee shall designate a Chairman by majority vote of the full Committee membership. The Chairman will chair all regular sessions of the Committee and set the agenda for Committee meetings.
- The Committee shall meet at least two times annually, or more frequently as circumstances dictate. The Chairman of the Board or any member of the Committee may call meetings of the Committee. Meetings of the Committee may be held telephonically.
- A majority of the members of the Committee present in person or by means of conference communications equipment shall constitute a quorum.
- All non-management directors that are not members of the Committee may, at the Committee’s discretion, attend meetings of the Committee but may not vote. Additionally, the Committee may invite to its meetings any director, management of the Corporation and such other persons as it deems appropriate in order to carry out its responsibilities. The Committee may also exclude from its meetings any persons it deems appropriate in order to carry out its responsibilities.
RESPONSIBILITIES AND DUTIES
The following functions shall be the common recurring activities of the Committee in carrying out its responsibilities outlined in the “Purpose” section of this Charter. These functions should serve as a guide with the understanding that the Committee may carry out additional functions and adopt additional policies and procedures as may be appropriate in light of changing business, legislative, regulatory, legal or other conditions. The Committee shall also carry out any other responsibilities and duties delegated to it by the Board of Directors from time to time related to the purposes of the Committee outlined in the “Purpose” section of this Charter.
The Committee, in discharging its oversight role, is empowered to study or investigate any matter of interest or concern that the Committee deems appropriate and shall have the sole authority to retain outside counsel or other experts for this purpose, including the authority to approve the fees payable to such counsel or experts and any other terms of retention.
Board Selection; Composition of the Board and its Committees
- Review at least annually the Board size and composition and recommend, if necessary, actions to be taken so that the Board is best positioned to carry out its duties.
- Review at least annually and make recommendations to the Board with respect to the number, size and composition of committees of the Board, and recommend individual directors to fill any vacancy that might occur on a committee giving consideration to the criteria for service on each committee as set forth in the charter for such committee, as well as to any other factors the Committee deems relevant; and where appropriate, make recommendations regarding the removal of any member of any committee.
- Identify individuals qualified to become members of the Board and select, or recommend that the Board of Directors select, as the case may be, pursuant to the Bylaws of the Company, the candidates for all directorships to be filled by the Board of Directors or by the shareholders at an annual or special meeting. In identifying candidates for membership on the Board of Directors, the Committee shall take into account all factors it considers appropriate, which factors may include, without limitation, strength of character, maturity of judgment, integrity, accountability, openness, career specialization, relevant technical skills, time commitment, experience, diversity, and the ability of the candidate to fill a present need on the Board of Directors and/or to enhance the Board’s ability to manage and direct the affairs and business of the Company, including, when applicable, to enhance the ability of committees of the Board to fulfill their duties and/or to satisfy any independence requirements imposed by law, regulation, or NYSE Amex listing.
- Review the suitability for continued service as a director of each Board member when his or her term expires or when he or she has a significant change in status.
- Consider director candidates recommended by shareholders and establish procedures to be followed by shareholders in submitting recommendations of candidates.
- Consider matters relating to the retirement of Board members, including term limits or age caps.
- Conduct all necessary and appropriate inquiries into the backgrounds and qualifications of possible candidates. In that connection, the Committee shall have sole authority to retain and to terminate any search firm or other professionals (including outside counsel) to be used to assist it in identifying candidates and investigate the qualifications and background of such candidates to serve as directors of the Corporation, including sole authority to approve the fees payable to such firms and professionals and any other terms of retention.
- Consider questions of independence and possible conflicts of interest of members of the Board of Directors.
- Consider the adequacy of the charter and bylaws of the Corporation and recommend to the Board, as circumstances dictate, any proposed amendments to the charter and bylaws for consideration by the shareholders.
- Develop and recommend to the Board of Directors a set of corporate governance principles and keep abreast of developments with regard to corporate governance to enable the Committee to make recommendations to the Board of Directors in light of such developments as may be appropriate.
- Develop, recommend to the Board of Directors and review, at least annually, a Corporate Code of Conduct and Ethics that is compliant with NYSE Amex, Securities and Exchange Commission, and any other regulations relevant to the Company. In addition the Committee shall oversee the annual distribution of the Code of Conduct and Ethics to the Company’s employees.
- Establish procedures for shareholder communications with the Board of Directors and its individual members.
- Review and approve or ratify any transaction between the Company and a related person which is required to be disclosed under the rules of the SEC. For purposes of this requirement, the terms “transaction” and “related person” have the meaning contained in item 404 of Regulation S-K.
- Prepare and supervise the implementation of the Board’s annual reviews of director independence and the Board and its committees’ performance.
- Perform any other activities consistent with this Charter, the Company’s bylaws and governing law as the Committee or the Board deems appropriate.
Directors and Officers Insurance
- Review and evaluate annually the terms and adequacy of coverage of directors and officers liability insurance and recommend to the Board any changes deemed appropriate.
- Prepare and submit to the Board for approval an executive succession plan (including an emergency succession plan) for the CEO and such other executives as the Board deems appropriate.
- Upon the advice of the Corporation’s general counsel or of outside counsel retained by the Committee, be responsible for any disclosures required by applicable rules and regulations of the Securities and Exchange Commission regarding Committee actions and decisions, provided, however, that the Corporation’s Audit Committee shall be responsible for all financial disclosures specified in the Audit Committee’s charter.
- Report regularly to the Board of Directors (i) following meetings of the Committee, (ii) with respect to such other matters as are relevant to the Committee’s discharge of its responsibilities, and (iii) with respect to such recommendations as the Committee may deem appropriate. The report to the Board of Directors may take the form of an oral report by the Chairman or any other member of the Committee designated by the Committee to make such report.
- Maintain minutes or other records of meetings and activities of the Committee.
ANNUAL PERFORMANCE EVALUATION
The Committee shall perform a review and evaluation, at least annually, of the performance of the Committee and its members, including by reviewing the compliance of the Committee with this Charter. In addition, the Committee shall review and reassess, at least annually, the adequacy of this Charter and recommend to the Board of Directors any improvements to this Charter that the Committee considers necessary or valuable. The Committee shall conduct such evaluations and reviews in such manner as it deems appropriate.
LIMITATIONS INHERENT IN THE COMMITTEE’S ROLE
While the Committee has the duties and responsibilities set forth in this Charter, the Committee is not responsible for ensuring that the Corporation complies with all laws and regulations and/or its Code of Conduct. In fulfilling their responsibilities hereunder, it is recognized that the members of the Committee are not full-time employees of the Corporation. As a result, it is not the duty or responsibility of the Committee or its members to make any independent study or evaluation into the conduct of the Corporation’s business; and each member of the Committee shall be entitled to rely upon (i) the integrity of those persons and organizations within and outside the Corporation from which he or she receives information, and (ii) the accuracy of all reports, studies, statements and advice provided to the Committee by management or third parties absent any actual knowledge to the contrary (which shall be reported to the Board). This Charter is not intended to, and does not create any legal or fiduciary duties or responsibilities or form the basis for a breach of fiduciary duty or potential liability if not complied with.