CASEY'S GENERAL STORES, INC.
NOMINATING COMMITTEE CHARTER
Purpose and Scope
The Nominating and Corporate Governance Committee (the "Committee") is appointed by the Board of Directors (the "Board") (1) to review and make recommendations to the Board regarding the Board's composition and structure, (2) to establish criteria for Board membership and evaluate corporate policies relating to the recruitment of Board members, (3) to recommend to the Board the corporate governance policies or guidelines applicable to the Company, and (4) to lead the Board in an annual review of the Board's performance.
Composition and Meetings
The Committee shall be comprised of a minimum of three members of the Board, as appointed by the Board, each of whom shall meet the applicable independence requirements promulgated by the Securities and Exchange Commission (the "SEC") and the National Association of Securities Dealers ("NASD").
The members of the Committee shall be elected by the Board and shall serve until their successors shall be duly elected and qualified or until their earlier resignation or removal. Unless a Chair of the Committee is elected by the full Board, the members of the Committee may designate a Chair by majority vote of the full Committee membership. A majority of the number of Committee members shall constitute a quorum for the transaction of business.
The Committee shall meet as often as necessary, but at least once each year, to enable it to fulfill its responsibilities and duties as set forth herein. The Committee shall report its actions to the Board and keep written minutes of its meetings, which shall be recorded and filed with the books and records of the Company.
Responsibilities and Duties
To fulfill its responsibilities and duties the Committee shall:
- Evaluate the current composition, size and organization of the Board and its committees in light of requirements established by the SEC and NASD or any other applicable statute, rule or regulation, and make recommendations regarding the foregoing to the Board for approval.
- Ensure that the Board is comprised of members having appropriate qualifications, expertise, skills, attributes and personal and professional backgrounds for service as a director of the Company, as determined by the Committee.
- Evaluate and recommend to the Board the appointment of Board committee members.
- Establish the minimum qualifications, qualities and skills that the Committee believes must be met by a Committee-recommended nominee for a position on the Board. Said criteria are set forth on Exhibit A hereto.
- Establish a policy with regard to the consideration of any director candidates recommended by shareholders, and the procedures to be followed by shareholders in submitting such recommendation.
- Establish a process for identifying and evaluating nominees for director, including the nominees recommended by a shareholder.
- Make recommendations to the Board regarding the appropriateness of members of the Board standing for reelection.
- Review and recommend to the Board an appropriate course of action upon the resignation of current Board members, or any planned expansion of the Board, and review the qualifications, experience and fitness for service on the Board of any potential new members on the Board.
- Recommend to the Board a slate of nominees for election to the Board.
- Have the sole authority (but not necessarily the obligation) to retain and terminate a search firm to be used to identify director candidates and have sole authority to approve the search firm's fees and other retention terms.
- Develop and recommend to the Board appropriate corporate governance policies and guidelines that shall be applicable to the Company, periodically review and reassess the adequacy of those policies or guidelines, and recommend any proposed changes to the Board for approval.
- Lead the Board in an annual review of the Board's performance.
- Have authority to obtain advice and assistance from internal or external legal, financial or other advisors.
- Review and assess the adequacy of this Charter periodically as conditions dictate, but at least annually, and recommend any modifications to this Charter if and when appropriate to the Board for its approval.
BOARD MEMBERSHIP CRITERIA
Since the Board depends both on (i) the character, judgment, objectivity and diverse experience of its individual Directors and (ii) their collective strengths, the Board should be composed of:
- Directors chosen with a view to bringing to the Board a variety of experience and backgrounds.
- Directors who have high level managerial experience in a relatively complex organization or are accustomed to dealing with complex problems.
- Directors who will represent the balanced, best interests of the shareholders as a whole rather than special interest groups or constituencies, while also taking into consideration in assessing the overall composition and needs of the Board.
- A majority of the Board's directors shall be independent directors under the criteria for independence required by the SEC and NASD.
Selection Criteria - Outside Directors
In considering possible candidates for election as an outside director, the Nominating Committee and other Directors should be guided by the foregoing general guidelines and by the following criteria:
- Each director should be an individual of the highest character and integrity, have experience at or demonstrated understanding of strategy/policy-setting and a reputation for working constructively with others.
- Each director should have sufficient time available to devote to the affairs of the Company in order to carry out the responsibilities of a director.
- Each director should be free of any conflict of interest which would interfere with the proper performance of the responsibilities of a director.