Nominating and Corporate Governance Committee Charter
(As adopted by the Board of Directors on February 14, 2012)
The Board of Directors (the “Board”) of Post Properties, Inc. (the “Corporation”)
has previously constituted and established the Nominating and Corporate Governance
Committee (the “Committee”) with the authority, responsibility and specific duties
as described herein. This Charter and the composition of the Committee are intended
to comply with applicable law and the rules of The New York Stock Exchange, Inc.
(“NYSE”). This document replaces and supersedes in its entirety the previous Charter
of the Committee adopted by the Board on February 25, 2010.
The primary purpose of the Committee is to assist the Board in fulfilling its responsibilities
relating to (i) identification of individuals qualified to become Board members
and recommendation of director nominees to the Board of Directors prior to each
annual meeting of stockholders, (ii) recommendation of nominees for committees of
the Board and (iii) matters concerning corporate governance practices.
A. The Committee shall be comprised of three (3) or more directors of the Board
appointed by the Board, and the Committee’s composition will meet the requirements
of the listing standards of NYSE (the “Listing Standards”). Accordingly, all of
the members of the Committee will be independent directors within the meaning of
the Listing Standards and free from any relationship that would interfere with the
exercise of his or her independent judgment as a member of the Committee in the
opinion of the Board. The Board shall affirmatively conclude that the members of
the Committee are independent, as required.
B. Each member of the Committee shall be elected by the Board at the annual organizational
meeting of the Board and shall serve until his or her successor shall be duly elected
and qualified, unless otherwise removed by the Board of Directors. Any vacancies
on the Committee occurring prior to the annual organizational meeting shall be filled
by the Board. Unless a Chairperson is elected by the full Board, the members of
the Committee may designate a Chairperson by majority vote of the full Committee
The Committee shall hold such meetings as may be called by the Chairperson of the
Committee or at the request of the Board of Directors. The Committee shall maintain
minutes or other records of meetings and activities of the Committee.
IV. Responsibilities and Duties
The Board of Directors has authorized and directed the Committee to assume each
of the following responsibilities, and any other responsibilities the Board of Directors
specifically delegates to the Committee, in each case subject to the limitations
on the Board of Directors or any committee thereof contained in the Corporation’s
Articles of Incorporation or Bylaws or the Georgia Business Corporation Code, as
each is in effect from time to time:
1. Retain, as deemed necessary, and terminate any search firm to be used to identify
director candidates. The Committee shall have sole authority to select such search
firm and approve its fees and other retention terms.
2. Determine desired board skills and attributes. The Committee shall consider the
factors set forth in the Corporation’s Corporate Governance Guidelines.
3. Actively seek individuals whose skills and attributes reflect those desired and
evaluate and propose nominees for election to the Board.
4. Review the slate of directors who are to be re-nominated to determine whether
they are meeting the Board’s expectations of them.
5. Make recommendations to the full Board for appointments to fill vacancies of
any unexpired term on the Board.
6. Annually recommend to the Board nominees for submission to shareholders for approval
at the time of the Annual Meeting of Shareholders.
7. Extend, together with the Chairman of the Board, any offers to a new director
candidate to serve on the Board.
8. Annually review committee chairs and membership and recommend any changes to
the full Board.
1. Evaluate and recommend to the Board the resignation of individual directors for
appropriate reasons, as determined by the Committee in its discretion.
2. Review any questions regarding the independence of Board members in accordance
with the Director Independence Standards contained in The Corporate Governance Guidelines,
the Listing Standards and other applicable rules and regulations.
3. Advise and make recommendations to the Board on matters concerning corporate
governance and directorship practices.
4. Periodically review the retirement policy for directors to ensure that it remains
appropriate in light of the Company’s need.
5. Develop and recommend to the Board a self-evaluation process for the Board and
its committees and oversee such evaluation process.
6. Annually review the Corporate Governance Guidelines and recommend any changes
to the Board.
1. Report periodically to the Board.
2. Annually review the adequacy of this Charter and recommend any proposed changes
to the Board for approval.
3. Annually evaluate the performance of the Committee.
This Charter of the Committee was duly approved and adopted by the Board of the
Corporation on the 14th day of February, 2012.
Name: Sherry W. Cohen
Title: Executive Vice President and