Executve, Governance and Nominating Committee Charter

Role

The role of the Executive, Goverance and Nominating Committee (the “Committee”) of TSYS Group is to assist the Board of Directors (the “Board”) of the Group by:

  • Recommending to the Board corporate governance guidelines applicable to the Group

  • Identifying, reviewing, and evaluating individuals qualified to become members of the Board

  • Reviewing and recommending the nomination of Board members

  • Assisting the Board with other related tasks, as assigned from time to time

Requirements

Committee members shall be generally acquainted with corporate governance and have experience in one or more of the areas of the Committee’s responsibilities.

Membership

The Committee shall consist of :

  • BoD Co Chair (who will be the chair of the Committee)
  • Each of the BoD Permament Committee Chairs (ForProfit, NonProfit, HFNOC, Redwood)

each of whom is to be free of any relationship that, in the opinion of the Board, would interfere with his or her exercise of independent judgment. Committee members shall meet the independence requirements of the New York Stock Exchange, as well as all applicable laws and regulations.

Meetings

The Committee shall meet at least once a quarter at the call of the Chair. Additional meetings may occur as any members of the Committee requests or its Chair deems advisable.

Rules

The Committee shall be governed by the same rules regarding meetings (including meetings by conference telephone or similar communications equipment), action without meetings, notice, waiver of notice, and quorum and voting requirements as are applicable to the Board.

Authorization

The Committee is authorized and empowered to adopt its own rules of procedure not inconsistent with:

(a) any provision of this Charter (b) any provision of the Bylaws or Operating Agreements of the TSYS Group entities (c) the laws of the state of Texas

Privileged Communications

Any communications between the Committee and legal counsel in the course of obtaining legal advice will be considered privileged communications of the Group and the Committee will take all necessary steps to preserve the privileged nature of those communications.

Reporting

The Committee shall report to the Board at its meeting following the annual meeting of Group stakeholders and at least one other time per year.

Duties and Responsibilities

The Governance, Compensation and Nominating Committee shall have the following duties and responsibilities, in addition to any others that may be assigned by the Board from time to time:

Annual Board performance and effectiveness review

Annually evaluate and report to the Board on the performance and effectiveness of the Board to assist the directors in fulfilling their responsibilities in a manner that serves the interests of the Group’s stakeholders.

Board Member Recruitment

  • Assist in identifying, interviewing and recruiting candidates for the Board

  • Before recommending an incumbent, replacement, or additional director, review his or her qualifications, including capability, availability to serve, independence, conflicts of interest, and other relevant factors

  • (at least) annually consider any recommendation made by a Group stakeholder for an individual to serve as a replacement or additional director

  • (at least) annually present to the Executive Committee a list of individuals recommended for nomination for election to the Board at the annual meeting of stakehlders

Maintenance of corporate governance guidelines

  • Review corporate governance guidelines at least annually and provide any appropriate recommendations to the Board.

  • Develop and recommend to the Board a set of corporate governance guidelines applicable to the Group.

Performance Review

Submit to an annual review of it's own performance by the Board.

Ongoing charter maintenance

Review and make recommendations about changes to the charter of the Executive, Governance, and Nominating Committee as required in the Committee’s opinion.