Exhibit 99.5
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STEIN MART, INC.
CORPORATE GOVERNANCE COMMITTEE CHARTER
Revised as of April 7, 2004
I. 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.
II. 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 National Association of Securities Dealers Nasdaq Stock
Market, Inc. ("Nasdaq"). The Company's Lead Director shall serve as
Chairman of the Committee. Thus, each of the members of the Committee shall
meet the Company's Director Independence Criteria as set forth on Exhibit A
hereto.
III. 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:
A. General Duties.
(1) Nominations Process. The Committee shall be responsible for the
nominations process relating to the Company's directors including (i)
leading the search for individuals qualified to become members of the
Board, and (ii) selecting of director nominees to be submitted to the full
Board for selection for shareholder 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 and will determine that a copy of such code is
publicly available.
(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.
IV. 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 liason 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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V. 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 at which only
members of the Committee are present. The Lead Director, as Chairman of the
Corporate Governance Committee, shall have the authority to call a meeting of
the Committee at such times as the Lead Director believes appropriate.
As approved by the Board of Directors April 7, 2004.
/s/Michael D. Rose
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Michael D. Rose, Lead Director
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Exhibit A
STEIN MART, INC.
Director Independence Criteria
April 7, 2004
A member of the Company's board of Directors shall be "Independent" only if
such director meets all of the following (the "Stein Mart Director Independence
Criteria"):
The director 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. A
director shall not be considered independent, if such director:
1. is, or at any time during the past three years was, employed
by the Company or by any parent or subsidiary of the
Company;
2. accepts or who has a Family Member (as defined below) who
accepted any payments from the Company or any parent or
subsidiary of the Company in excess of $60,000 during the
current or any of the past three fiscal years, other than
the following:
(i) compensation for board or board committee service;
(ii) payments arising solely from investments in the
Company's securities;
(iii) compensation paid to a Family Member who is a
non-executive employee of the Company or a parent
or subsidiary of the Company;
(iv) benefits under a tax-qualified retirement plan, or
non-discretionary compensation; or
(v) loans permitted under Section 13(k) of the
Sarbanes-Oxley Act (the "Sarbanes Act");
3. is a Family Member of an individual who is, or at any time
during the past three years was, employed by the Company or
by any parent or subsidiary of the Company as an executive
officer;
4. is, or has a Family Member who is, a partner in, or a
controlling shareholder or an executive officer of, any
organization to which the Company made, or from which the
Company received, payments for property or services in the
current or any of the past three fiscal years that exceed 5%
of the recipient's consolidated gross revenues for that
year, or $200,000, whichever is more, other than the
following:
(i) payments arising solely from investments in the
Company's securities; or
(ii) under non-discretionary charitable contribution
matching programs.
5. is, or has a Family Member who is, employed as an executive
officer of another entity where at any time during the past
three years any of the executive officers of the Company
served on the compensation committee of such other entity;
or
6. is, or has a Family Member who is, a current partner of the
Company's outside auditor, or was a partner or employee of
the Company's outside auditor who worked on the Company's
audit at any time during the past three years.
"Family Member" is a person's spouse, parents, children and siblings,
whether by blood, marriage or adoption, and anyone residing in such
person's house).
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