Exhibit 99.5
STEIN MART, INC.
CORPORATE GOVERNANCE COMMITTEE CHARTER
Adopted March 24, 2003
Purpose. The Corporate Governance Committee of the Board of Directors (the
"Board") of Stein, Mart, Inc. (the "Committee") is appointed by the Board (i) to
oversee the selection of new directors, (ii) to oversee the function of the
Board in its committees, and (iii) to evaluate the Board's performance as well
as the relationship between the Board and the Company's management.
I. Members
The Committee shall be made up of all members of the Board (the
"Independent Directors") who meet the independence and experience requirements
of The Nasdaq Stock Market(R) ("Nasdaq"). The Company's Lead Director shall
serve as Chairman of the Committee. Thus, the members of the Committee shall
meet the following criteria:
A. Each shall be a person other than an officer or employee of the
Company or its subsidiaries or any other individual having a
relationship, which, in the opinion of the Board, would interfere with
the exercise of independent judgment in carrying out the
responsibilities of a director. The following persons shall not be
considered Independent Directors:
1. a director who is employed by the Company or any of its
affiliates for the current year or any of the past three years;
2. a director who was a partner or employee of the Company's outside
auditors who worked on the Company's audit engagement for the
current year or any of the past three years;
3. a director who accepts or who has an "Immediate Family Member"
(as defined below) who accepts any compensation or payments from
the Company or any of its affiliates in excess of $60,000 during
the current or any of the past three years, other than
compensation for board service, benefits under a tax-qualified
retirement plan, or non-discretionary compensation;
4. a director who is an Immediate Family Member of an individual who
is, or has been in any of the past three years, employed by the
Company or any of its affiliates as an executive officer;
5. a director who is a partner in, or a controlling shareholder or
an executive officer of, any for-profit business organization to
which the corporation made, or from which the corporation
received, payments (other than those arising solely from
investments in the corporation's securities) that exceed 5% of
the Company's or such business organization's consolidated gross
revenues for that year, or $200,000, whichever is more, in the
current or any of the past three years;
6. a director who is employed as an executive of another entity
where any of the Company's executives serve on that entity's
compensation committee.
"Immediate Family Member" includes, but is not limited to, a
person's spouse, parents, children, siblings, mother-in-law,
father-in-law, brother-in-law, sister-in-law, son-in-law,
daughter-in-law and anyone who resides in such person's home.
II. Authority & Duties
The Committee shall have the authority and duties set forth below and is
hereby authorized to incur costs and to retain special legal and other
consultants to advise the Committee in the performance of its functions:
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A. General Duties
1. Directors. The Committee shall be responsible for leading the
search for individuals qualified to become members of the Board
and for the selection of director nominees to be submitted to
shareholders for approval at annual meetings. The Committee shall
also have the authority to nominate for Board Approval directors
to fills seats of any vacancies on the Board between the time
such vacancies are created and the next annual meeting of the
Company's shareholders.
2. Committee Structure. The Committee shall review the structure of
the standing committees of the Board, make recommendations to the
full Board as to recommended changes in such structure and as to
changes in the charters of each of those standing committees.
3. Code of Ethics. The Committee will have the authority to adopt,
for the Company, a code of ethics applicable to all directors,
officers, managers and employees of the Company.
4. Evaluation. The Committee will have the authority to develop and
recommend to the full Board of Directors for its approval, a
self-evaluation process for the Board and its committees and to
oversee those self-evaluations.
5. Delegation. The Committee will have the authority to delegate any
of its responsibilities to such sub-committees as the Committee
may deem appropriate from time to time in its sole discretion.
6. Reports. The Committee shall report its actions and
recommendations to the full Board either at the next meeting of
the full Board or by circulating minutes of the Corporate
Governance Committee's meetings.
7. Charter. The Committee shall annually review the adequacy of this
Charter and recommend any changes to this Charter.
III. Role of Lead Director
The Corporate Governance Committee shall have the authority to designate
from time to time, a member of the Corporate Governance Committee as the "Lead
Director."
A. Duties of Lead Director. The Lead Director shall have the following
duties:
1. To serve as Chairman of the Corporate Governance Committee.
2. To set the agenda for the Corporate Governance Committee and to
work with the Chairman of the Board in setting the agenda for
each meeting of the Board of Directors.
3. To communicate with other members of the Board from time to time
to develop agenda items for meetings of the Board and for
Committees of the Board.
4. To recommend to the Corporate Governance Committee, the make-up
of Committee members and rotation of such members.
5. To be a principal liaison between the Board and management and to
increase the flow of information between members of the Board and
management.
6. To act as a moderator during executive sessions of the
Independent Directors.
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IV. Committee Meetings
The Committee shall hold meetings at such times and places as it shall deem
necessary, but shall hold at least two meetings each calendar year. The Lead
Director, as Chairman of the Corporate Governance Committee, shall have the
authority to call a meeting of the Committee at such time as the Lead Director
believes appropriate.
As approved by the Board of Directors March 24, 2003.
Michael D. Rose, Lead Director & Chairman
Alvin R. Carpenter
Linda McFarland Farthing
Martin E. Stein, Jr.
J. Wayne Weaver
James H. Winston
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