Exhibit 99.5
LEXINGTON CORPORATE PROPERTIES TRUST
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NOMINATING AND GOVERNANCE COMMITTEE CHARTER
Purpose
The Nominating and Governance Committee (the "Committee") of the
Board of Trustees (the "Board") of Lexington Corporate Properties Trust (the
"Trust") is appointed by the Board (1) to identify individuals qualified to
become trustees and/or executive officers, and to recommend that the Board
nominate such individuals for election as trustees and/or executive officers at
the next annual meeting of shareholders or at other appropriate times; (2) to
develop and recommend to the Board a set of corporate governance guidelines
applicable to the Trust; (3) to lead the Board in its annual review of the
Board, the Board Committees, the trustees individually and the executive
officers; and (4) to recommend trustees to the Board to serve on all other
committees of the Board.
Committee Membership
The Committee shall consist of no fewer than three members. The
members of the Committee shall each meet the independence requirements set forth
in the listing standards of the New York Stock Exchange (the "NYSE") and any
other applicable laws, rules or regulations, including, without limitation, any
rules promulgated by the Securities and Exchange Commission (the "SEC").
The members of the Committee shall be appointed, removed and
replaced by, and in the sole discretion of, the Board. The Board shall designate
one member of the Committee to serve as the chairperson of the Committee.
Committee Operating Procedures
The Committee shall hold a regular meeting once per quarter, and
such additional meetings as the Committee members deem necessary or appropriate.
The Committee shall report to the Board following all regular meetings and at
such other times as the Committee members deem necessary or appropriate. The
Secretary or an Assistant Secretary of the Trust, or a designee thereof, or
another person designated by the Committee acting in coordination with the
Secretary of the Trust, shall record minutes of all Committee meetings, and such
minutes shall be maintained with the books and records of the Trust.
The Committee shall fix such additional rules or procedures for
the conduct of its business pursuant to this Charter as the Committee members
deem necessary or appropriate. Any such additional rules or procedures shall be
consistent with the Declaration of Trust and By-Laws of the Trust and this
Charter, in each case as in effect from time to time, and shall be filed with
this Charter in the books and records of the Trust.
The Committee may form and delegate authority to subcommittees
when and as the Committee deems necessary and appropriate, except as may be
otherwise provided by this Charter.
Committee Authority and Responsibilities
1. The Committee shall actively seek individuals qualified to become
trustees and/other executive officers, and shall recommend that
the Board nominate such individuals for election as trustees
and/or executive officers at the next annual meeting of
shareholders or at other appropriate times.
2. The Committee shall receive comments from all trustees and report
annually to the Board with an assessment of the Board's
performance, to be discussed with the full Board following the
end of each fiscal year.
3. The Committee shall develop a pool of potential candidates for
election as trustees and/or executive officers for consideration
in the event of a vacancy.
4. The Committee shall regularly review the performance of incumbent
trustees, members of Board committees and executive officers, in
determining whether to recommend that they be nominated for
reelection and consider and report annually to the Board
regarding the performance, contribution and efficacy of the Board
as a whole, each of the Board Committees, the trustees
individually (including, where applicable, in their respective
capacities as members of Board committees) and the executive
officers.
5. The Committee shall make recommendations to the Board regarding
corporate governance matters and practices including the
effectiveness of the Board, its committees and individual
directors.
6. In light of the operating requirements of the Trust and existing
social attitudes and trends, the Committee shall make
recommendations to the Board annually concerning the size,
composition and structure of the Board, including but not limited
to:
a. retirement policies for non-employee trustees;
b. the desirable ratio of employee and non-employee trustees;
c. the desirability of diversity on the Board;
d. the perceived need for particular strengths;
e. the appropriate level of and forum for interaction between
management and other employees of the Trust and the
trustees;
f. the adequacy of the number of Board meetings per year; and
g. the format of Board meetings, including non-board
attendance and the need for executive sessions.
7. The Committee shall review and make recommendations to the Board
regarding the nature and duties of the Board's committees,
including but not limited to:
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a. the charter, duties and powers of the Board's committees
according to the existing and planned objectives of the
Trust;
b. the adequacy of the number of committee meetings per year;
c. the format of committee meetings and recommendations for
the improvement of such meetings;
d. the perceived need for particular strengths on each of the
committees;
e. the appropriate level of and forum for interaction between
management and other employees and each of the committees;
f. the term of office for committee members; and
g. a policy of periodic rotation of the trustees among the
committees, and any limitations on the number of
consecutive years a trustee should serve on any committee.
8. The Committee shall annually review and approve (subject to
shareholder approval, if required) or recommend that the Board
approve all plans or policies of the Trust regarding the
compensation of the trustees in connection with their service on
the Board and on any Board Committees, if applicable, including
incentive-compensation plans and equity-based plans (the
"Compensation Plans").
9. The Committee shall annually review and approve, for the trustees
in connection with their service on the Board and on any Board
Committees, if applicable, (a) the annual retainer level, (b) the
annual incentive opportunity level, (c) any long-term incentive
opportunity level, and (d) any special or supplemental benefits.
10. The Committee shall have authority to retain and terminate any
compensation consultant to be used to assist in the evaluation of
the compensation of the trustees in connection with their service
on the Board and on any Board Committees and shall have authority
to approve the consultant's fees and other retention terms.
11. The Committee shall develop and recommend to the Board a set of
corporate governance guidelines applicable to the Trust (the
"Guidelines"). The Guidelines shall address the following
matters:
a. qualifications for membership on the Board and each of its
standing committees, based on such criteria as: (i)
business and/or technical experience and expertise, (ii)
relationships with members, management of the Trust, (iii)
ownership of interests in the Trust and (iv) the
independence and expertise standards mandated by the rules
and regulations of the SEC, the listing standards of the
NYSE and any applicable Federal or State laws, rules and
regulations;
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b. basic duties and responsibilities of the Board and the
trustees;
c. ability of the Board and the trustees to access the
members management of and independent advisors to the
Trust;
d. compensation of the trustees for service on the Board and
its committees;
e. orientation and continuing education requirements for
trustees;
f. management succession policies;
g. policies governing the selection, and review of the
performance, of the Trust's chief executive officer(s);
and
h. annual review and evaluations of the performance of the
Board as a whole, the Board Committees and the trustees
individually (including, where applicable, in their
respective capacities as members of Board committees).
12. The Committee shall review and assess the adequacy of the
Guidelines and recommend any proposed changes to the Board for
approval.
13. The Committee shall review and assess the adequacy of this
Charter annually and recommend any proposed changes to the Board
for approval. The Committee shall annually review its own
performance.
14. The Committee shall have the authority to engage independent
counsel and other advisors, as the Committee members deem
necessary and appropriate to carry out the Committee's duties
under this Charter.
15. The Committee shall have authority to retain and terminate any
search firm to be used to identify candidates for election as
Trustees and shall have authority to approve the search firm's
fees and other retention terms. The Committee shall also have
authority to request that any trustee, officer or employee of the
Trust, the Trust's outside counsel or the public accounting firm
employed by the Trust attend any meeting of the Committee.
16. The Committee have such additional authority, duties and
responsibilities as may be granted or assigned to the Committee
by the Board from time to time or as may be designated in any
documents governing the Compensation Plans.
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