Nominating and Corporate Governance Committee Charter
The Nominating and Corporate Governance Committee (the "Committee") of Steinway Musical Instruments, Inc. (the "Company") is appointed by the Board of Directors of the Company (the "Board") to: (i) identify individuals qualified to become members of the Board consistent with the criteria approved by the Board; (ii) recommend that the Board selects the director nominees to stand for election at each annual meeting of the Company's stockholders; (iii) develop and recommend to the Board a set of Corporate Governance Guidelines for the Company; (iv) oversee the evaluation of the Board and management; and (v) evaluate annually the performance of the Committee.
The Committee shall consist solely of three or more members of the Board, each of whom the Board has determined has no material relationship with the Company and each of whom is otherwise "independent" under the rules of the NYSE. Committee members shall be generally acquainted with corporate governance and compensation issues.
Committee members shall be appointed by the Board at the annual organizational meeting following the annual meeting of stockholders and shall serve for a term of one year, unless any member shall sooner resign or be removed in accordance with the Company's Certificate of Incorporation and Bylaws ("Charter Documents"). Subject to the terms of the Company's Charter Documents, the Board may appoint a director to fill any vacancy created on the Committee for any reason, and such successor shall serve for the remainder of the term of the Committee member he or she is replacing.
Structure and Meetings
The Committee's chairperson shall be designated by the full Board or, if it does not do so, the Committee members shall elect a chairperson by vote of a majority of the full Committee. The Committee may form and delegate authority to subcommittees of its members when appropriate.
The Committee shall meet at such times as it determines to be necessary or appropriate. The Committee is governed by the same rules regarding meetings, action without meetings, notice, waiver of notice, quorum and voting requirements as are applicable to the full Board of Directors.
The chairperson of the Committee shall preside at each meeting of the Committee and, in consultation with the other members of the Committee, shall set the frequency and length of each meeting and the agenda of items to be addressed at each meeting. The chairperson of the Committee shall ensure that the agenda, together with any other relevant materials, for each meeting is circulated to each Committee member as soon as reasonably practicable in advance of the meeting.
The Committee is authorized to adopt its own rules of procedure that do not conflict with (a) any provision of this Charter, (b) any provision of the Charter Documents, (c) the New York Stock Exchange Listed Company Manual, or, (d) applicable federal or state law. Although the members of the Committee have the duties and responsibilities set forth in this Charter, nothing contained in this Charter is intended to create, or should be construed as creating, any responsibility or liability of members of the Committee, except to the extent otherwise provided under applicable federal or state law.
Committee Purpose and Responsibilities
The Committee shall:
1. Develop and recommend to the Board a set of Corporate Governance Guidelines applicable to the Company;
2. Develop a process for identifying and evaluating nominees for director, including nominees recommended by security holders;
3. Regularly review developments related to corporate governance issues, generally advise the Board (as a whole) on corporate governance matters, review regularly and reassess the adequacy of the Company's Corporate Governance Guidelines and recommend to the Board any changes to such guidelines;
4. Develop and recommend to the Board standards to be applied in making determinations as to the �independence� of directors and the absence of �material� relationships between the Company and a director;
5. Identify individuals believed to be qualified to become members of the Board based on the criteria developed in accordance with the Corporate Governance Guidelines;
6. Develop a policy with regard to the Committee's consideration of any director candidates recommended by the Company's stockholders, and consider director candidates recommended by the Company's stockholders in accordance with such policy;
7. Develop a policy with regard to whether the Committee will consider diversity in identifying nominees for director and, if so, how such policy is implemented and how the Committee assesses the effectiveness of its policy,
8. Recommend a slate of director candidates for the Board to nominate to stand for election (together with any individuals designated by third parties who the Company is legally required, by contract or otherwise, to nominate) at the Company's annual meeting of stockholders;
9. Consider and recommend qualified candidates for Board membership to fill any mid-term vacancies arising on the Board for any reason;
10. Develop and recommend to the Board a Code of Business Conduct and Ethics, regularly review and assess the adequacy thereof and monitor that the principles described therein are being incorporated in the Company's business practices;
11. Conduct an annual performance evaluation of the Board to be discussed with the Board following the end of each fiscal year and, in that connection, solicit and consider observations, suggestions and comments of individual Board members;
12. Investigate and make recommendations to the Board concerning any allegations of improper conduct on the part of any director;
13. Advise the Board on committee member functions and qualifications, committee member appointments and removals, committee structure and operations (including authority to delegate to subcommittees) and committee reporting to the Board;
14. Maintain an orientation program for new directors and a continuing education program for all directors;
15. Annually review and reassess the adequacy of this Charter and recommend any proposed changes to the Board for approval; and
16. Perform any other activities consistent with this Charter, the Company's Bylaws and applicable laws, rules and regulations as the Committee or the Board deems appropriate.
The Committee shall conduct an annual performance self-evaluation.
The Committee shall have the authority to obtain advice and seek assistance from internal or external legal, accounting or other advisors. The Committee shall have the sole authority to retain and terminate any external consulting firms or any search firm to be used to identify director candidates, including sole authority to approve the fees and other retention terms of any such consulting firm or search firm, and the Company shall provide appropriate funding as determined by the Committee.
This Charter will be made available on the Company's website. The Company shall include a statement in its Annual Report on Form 10-K filed with the SEC indicating that a copy of this Charter is available on its website (specifying the website address) and in print to any stockholder who requests a copy.
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Although the members of the Committee have the duties and responsibilities set forth in this Charter, nothing contained in this Charter is intended to create, or should be construed as creating, any responsibility or liability of members of the Committee, except to the extent otherwise provided under applicable federal or state law.
Adopted June 2, 2011