SCOTTISH RE GROUP LIMITED CORPORATE GOVERNANCE
CORPORATE GOVERNANCE COMMITTEE CHARTER
ORGANIZATION AND RESPONSIBILITIES
Committee's Purpose
The Corporate Governance/Nominating Committee (the "Committee") is appointed by the Board of Directors of Scottish Re Group Limited (the "Board"), in consultation with the Chairman/CEO, to (a) identify and make recommendations to the Board on individuals qualified to serve as Board members of Scottish Re Group Limited ("Company"); (b) develop and recommend to the Board a set of Corporate Governance Guidelines applicable to the Company; (c) take a leadership role in shaping the corporate governance of the Company; (d) review and recommend the renomination of incumbent directors; (e) review and recommend committee appointments; (f) lead the Board in its annual review of the Board's performance; and (g) perform other related tasks, such as studying the size, committee structure, or meeting frequency of the Board.
Committee Chairman
The Chairman of the Committee shall (a) chair all meetings of the Committee; (b) coordinate an annual performance evaluation of the Board; and (c) perform such other activities as from time to time are requested by the other directors or as circumstances indicate.
Meetings
The Committee will meet, when reasonably practicable, at least four times a year. The agenda of each meeting will be, whenever reasonably practicable, circulated to each member prior to the meeting date.
Committee's Goals and Responsibilities
- The Committee shall establish the Board's criteria for selecting new directors.
- The Committee shall provide oversight of the evaluation of the Board, the committees and management.
- The Committee shall provide an annual performance evaluation of the Board and committees.
- The Committee shall make regular reports to the Board.
- The Committee shall review Committee member qualifications, appointment and removal and Committee structure and operations (including authority to delegate to subcommittees).
- The Committee shall have sole authority to retain and terminate any search firm to be used to identify director candidates and shall have sole authority to approve the search firm's fees and other retention terms.
- The Committee shall lead the Board in its annual performance evaluation, including, soliciting comments from all directors, preparing a report to the Board with an assessment of the performance of the Board and making recommendations for improvements of the Board's operations.
- The Committee shall lead the Board in its annual review of the skills and characteristics of individual Board members as well as the composition of the Board as a whole, including assessments of independence of nonmanagement directors, and shall take action to effect changes in incumbent directors if deemed appropriate.
- The Committee shall review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval.
Procedural Matters
One-third of the members, but not less than two, will constitute a quorum. A majority of the members present at any meeting at which a quorum is present may act on behalf of the Committee. The Committee will meet at such times as shall be determined by its Chairperson, or upon the request of any two of its members. The Chairperson will preside, when present, at all meetings of the Committee. The Committee will keep a record of its meetings and report on them to the Board. The Committee may meet by telephone or video conference and may take action by written consent.
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