1/26/04
GREEN MOUNTAIN COFFEE ROASTERS, INC.
GOVERNANCE AND NOMINATING COMMITTEE OF THE BOARD OF DIRECTORS
I. PURPOSE
The purpose of the Governance and Nominating Committee (the "Committee") of the Board of Directors (the "Board") of Green Mountain Coffee Roasters, Inc. (the "Company") is to (1) identify and recommend individuals to the Board for nomination as members of the Board and its Committees, (2) review and recommend Board compensation and (3) to review, evaluate and report to the Board on the corporate governance principles applicable to the Company. The Committee shall report to the Board on a regular basis and not less than once a year.
II. COMPOSITION
The Committee shall consist solely of three or more members of the Board, each of whom the Board has determined is "independent" under the NASD Marketplace Rules.
The members of the Committee shall be elected by the Board at the annual organizational meeting of the Board or until their successors shall be duly elected and qualified. Unless a Chair is elected by the full Board, the members of the Committee may designate a Chair by majority vote of the full Committee membership.
III. MEETINGS
The Committee shall meet at least two or more times annually, or more frequently as circumstances dictate.
IV. RESPONSIBILITIES AND DUTIES
The following are the duties and responsibilities of the Committee:
- To make recommendations to the Board from time to time as to changes that the Committee believes to be desirable to the size of the Board or any Committee thereof.
- To identify individuals believed to be qualified to become Board members, and to recommend to the Board the nominees to stand for election as Directors at the Annual Meeting of Stockholders or, if applicable, at a Special Meeting of Stockholders. In the case of a vacancy in the office of a director (including a vacancy created by an increase in the size of the Board), the Committee shall recommend to the Board an individual to fill such vacancy either through appointment by the Board or through election by stockholders. The Committee’s goal should be to assemble a Board of Directors that brings to the Company a variety of perspectives and skills derived from business and professional experience. In doing so, the Committee should also consider candidates with appropriate non-business backgrounds. In nominating candidates, the Committee shall take into consideration such factors, as it deems appropriate. These factors may include:
- the appropriate size of the Company’s Board of Directors;
- the needs of the Company with respect to the particular talents and experience of its directors;
- the knowledge, skills and experience of nominees, including experience in technology, business, finance, administration or public service, in light of prevailing business conditions and the knowledge, skills and experience already possessed by other members of the Board;
- familiarity with national and international business matters;
- experience in political affairs;
- experience with accounting rules and practices;
- diversity;
- appreciation of the relationship of the Company’s business to the changing needs of society; and
- the desire to balance the considerable benefit of continuity with the periodic injection of the fresh perspective provided by new members.
- To develop and recommend to the Board standards to be applied in making determinations as to whether a relationship between the Company and a director; constitutes a material relationship.
- To identify Board members qualified to fill vacancies on any committee of the Board including the Committee and to recommend that the Board appoint the identified member or members to the respective committee. In nominating a candidate for committee membership, the Committee shall take into consideration the factors set forth in the charter of the committee, if any, as well as any other factors it deems appropriate, including without limitation the consistency of the candidate's experience with the goals of the committee and the interplay of the candidate's experience with the experience of other committee members.
- To review, evaluate and report to the Board on the corporate governance principles applicable to the Company, and to continue to review and evaluate those principles at least once a year.
- At least annually, review the compensation paid to non-management Directors and make recommendations to the full Board for its consideration on such matters.
- Any other duties or responsibilities expressly delegated to the Committee by the Board from time to time relating to the nomination of the Board and committee members.
V. RESOURCES AND AUTHORITY
The Committee shall have the resources and authority appropriate to discharge its duties and responsibilities, including the authority to select, retain, terminate and approve the fees and other retention terms of special counsel and other experts or consultants as it deems appropriate, without seeking approval of the Board or management. With respect to consultants or search firms used to identify director candidates, this authority shall be vested solely in the Committee.