EXHIBIT 99.3
HILLENBRAND INDUSTRIES, INC.
NOMINATING/CORPORATE GOVERNANCE
COMMITTEE OF THE BOARD OF DIRECTORS
CHARTER
(As approved by Board of Directors on September 14, 2006)
I. PURPOSE
The primary function of the Nominating/Corporate Governance Committee (the
"Committee") is to assist the Board of Directors of Hillenbrand Industries, Inc.
(the "Company") in: (a) fulfilling its responsibility for assuring that the
Company is operated in accordance with prudent and practical corporate
governance standards, (b) achieving its objective that a majority of its members
be independent, qualified persons at the earliest practicable time and from time
to time in conformity with the requirements of the New York Stock Exchange and
applicable regulations and (c) identifying qualified individuals to serve on the
Board of Directors of the Company.
II. COMPOSITION
The Committee shall be comprised of at least three members of the Board, each of
whom must meet the independence criteria set forth in the Company's Corporate
Governance Standards for the Board of Directors at all times during his or her
tenure on the Committee. The members of the Committee shall be elected annually
by the Board, based on a recommendation by the Committee to serve until the next
annual meeting of the Board or until their successors shall be duly elected and
qualified. Unless a Chair is elected by the Board, the members of the Committee
may designate a Chair by majority vote of the Committee membership. The Board
may remove a member from the Committee with or without cause. The Chair will
periodically report the Committee's findings and conclusions to the Board.
III. MEETINGS AND OPERATIONS
The Committee shall meet at least two times annually, or more frequently
as circumstances dictate. The Committee will be assisted by the Company's Vice
President, General Counsel with respect to its nominating function and
governance matters. The Company's Secretary or any Assistant Secretary will
serve as executive secretary of the Committee.
A majority of the Committee members will constitute a quorum for the
transaction of business at any meeting of the Committee. Action of the majority
at any such meeting will be the action of the Committee. The Committee shall
conduct its operations in accordance with the procedures set forth in Article 4
of the Company's Code of By-Laws applicable to the operations
of the Board, except to the extent that such procedures are modified on
superseded by the terms of this Charter. The Committee shall have the authority
to adopt such additional procedures for the conduct of its business as are not
inconsistent with those referred to in the preceding sentence. The Committee
shall have no authority to delegate its responsibilities to any subcommittee.
IV. RESPONSIBILITIES AND DUTIES
To fulfill its responsibilities and duties, the Committee shall:
1. Review from time to time and, if appropriate, recommend to the Board
changes to the corporate governance standards for the Board of Directors
of the Company and its committees, including committee charters.
2. Review from time to time, and, if appropriate, make changes to, the
statement setting forth the responsibilities of directors and the
qualifications for new nominees for election to the Board.
3. Review from time to time, and, if appropriate, make changes to, the
statements setting forth the responsibilities of and the qualifications
for the Chairman of the Board and the Vice Chairman of the Board.
4. Annually assess the Board's effectiveness as a whole as well as the
effectiveness of the individual directors and the Board's various
committees, including a review of the mix of skills, core competencies and
qualifications of members of the Board, which should reflect expertise in
one or more of the following areas: accounting and finance, product and
technology development, healthcare, death care or other low growth
industry, manufacturing, services businesses, sales and market
development, international operations, international governance, mergers
and acquisitions related business development, , strategic oversight,
government relations, investor relations, executive leadership
development, public company governance, and executive compensation design
and processes. In order to make these assessments, the Committee shall
solicit annually the opinions of each director regarding the foregoing
matters. Ineffective directors shall be replaced as promptly as
practicable and inefficient committees of the Board shall be restructured
or eliminated promptly.
5. If deemed necessary, select and retain an executive search firm to
identify qualified candidates to serve as members of the Board,
considering effectiveness, responsiveness and other relevant factors, and
approve the fees and other compensation to be paid to the executive search
firm.
6. Review the performance of the executive search firm and approve any
proposed discharge of the executive search firm when circumstances
warrant.
7. Select and recommend to the Board, director nominees for election at each
annual meeting of shareholders, as well as director nominees to fill
vacancies arising between annual meetings of shareholders.
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8. When deemed necessary or appropriate, make recommendations to the Board
regarding the appointment or replacement of the Chairman of the Board and
the Vice Chairman of the Board. Assess, at least annually, the adequacy
and suitability of the compensation package for members of the Company's
Board of Directors in relation to competitive market and sound corporate
governance practices. The Chief Executive Officer or other members of the
senior management team or other persons appointed by the Committee shall
report to the Committee once a year regarding the adequacy and suitability
of the Company's Board compensation package in relation to other
comparable U.S. companies. Changes in Board compensation, if any, should
be suggested by the Committee and approved only after a full discussion
among the members of the Board.
9. Recommend to the Board annually, based on a consideration of all relevant
facts and circumstances, whether each director is independent (as that
term is defined in the Corporate Governance Standards for the Board of
Directors).
10. Make recommendations with respect to composition of Board committees.
11. Assess the adequacy of and make recommendations to the Board regarding
directors' and officers' insurance coverage.
12. Review and make recommendations to the Board regarding any shareholder
proposals.
13. Perform such additional functions and have such additional powers as may
from time to time be expressly delegated to the Committee by the Board.
14. Determine requirements for, and means of, director orientation and
training.
15. Review this Charter and assess the performance of the members of Committee
at least annually and recommend updates and changes to the Board as
conditions warrant.
16. Review and pre approve any related party transactions between the Company
or any of its subsidiaries and any director or executive officer of the
Company.
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