Governance Committee Charter
The Board of Directors of John Wiley & Sons, Inc. (the "Company") has established a Governance Committee (the "Committee") with authority, responsibilities and specific duties as described below.
The Committee shall assist the Board in the selection of board members and in making the Board as effective as possible through suggestions and periodic evaluations. The Committee shall also develop and recommend to the Board a set of corporate governance principles applicable to the Company.
The Committee shall be provided with such resources as it needs to fulfill its responsibilities, including outside consultants, as appropriate, and shall have sole authority to retain, terminate and determine the fees of any search firm to be used to identify director candidates.
The Committee shall consist of two or more non-employee members of the Board, in accordance with applicable SEC and NYSE regulations and policies. In addition, the Chairman of the Board and the Chief Executive Officer may participate on a non-voting basis.
The Committee will meet at least twice a year with additional meetings as it may deem appropriate.
Minutes of each meeting will be prepared by the Corporate Secretary and sent to Committee members for approval prior to submission to the full Board.
- Make recommendations to the Board regarding the size and composition of the Board.
- Assist the Board in determining the appropriate general qualifications and criteria for directorships; and identify and recommend qualified candidates for election to the Board. The Committee shall consider (a) each candidate's experience, skills, integrity and willingness to devote substantial time and energy to Board responsibilities, and (b) the manner in which each candidate's qualities (i) complement those of existing Board members and (ii) contribute to the functioning of the Board as a whole.
- Make recommendations to the Board with respect to (a) qualified candidates for election to the Board at the annual meeting with respect to the slates for Class A and Class B directors; (b) filling vacancies which may occur through death, resignation, retirement, or removal of Board members, or through an increase in the size of the Board; and (c) any nominations or other proposals which may be made by shareholders in accordance with the Company's by-laws.
- Assist the Board in proposing committee assignments, including committee memberships and chairs.
- Annually review the independence guidelines set forth in the Corporate Governance Principles to determine whether the independent directors meet these standards as they apply to board and committee service.
- Assist the Board in evaluating, maintaining and improving its own effectiveness by conducting informal evaluations annually and formal evaluations every other year, and presenting the results of these evaluations to the Board with recommendations as appropriate.
- Annual review the performance of the Chairman of the Board and discuss with the Compensation Committee and the Board of Directors regarding appropriate compensation.
- Conduct an annual evaluation of its own performance, review committee member qualifications, and make recommendations to the Board regarding appointments and removals.
- Monitor the orientation of new directors in order to promote a basic understanding of Board policies and the Company's business, and oversee continuing education programs for all directors.
- Recommend and periodically review with the Board Corporate Governance Principles for the Company in accordance with applicable SEC and NYSE regulations and policies.
- Periodically review the charters of Board committees and make appropriate recommendations for improvement.
- Periodically review non-employee director compensation, benefits, Directors and Officers Liability and indemnity provisions, and recommend appropriate adjustments to the Board.
Revised and Approved by the Board of Directors
John Wiley & Sons, Inc.
September 20, 2012