Nominating Policies and Proceedures
The Nominating and Corporate Governance Committee follows the Shareholder Nomination Procedures contained in Trinity's Bylaws* and the nominating policies and procedures to identify, evaluate and select nominees for the Board of Directors. The Nominating and Corporate Governance Committee considers candidates suggested by the Board, management and shareholders. Existing directors whose terms will expire at the next Annual Meeting will automatically be evaluated unless that director expresses his or her intent not to stand for re-election.
After a new candidate for director is identified by the Board or nominated by a Shareholder, the Committee will compile the information required in Trinity's bylaws and will make an initial determination whether to entertain the candidate based on information provided to the Committee, the directors' own knowledge and any other inquiries made by the Committee. This preliminary determination is also based on Trinity's Director Criteria, the current composition of the Board, the balance of management and independent directors, and the need for Audit Committee members or other expertise. If a candidate satisfies the initial review, the Committee will conduct an interview of the candidate. The Committee will also conduct interviews with all incumbent directors standing for re-election and review their independence, qualifications, conduct, background and areas of expertise. After conducting all interviews and evaluations, the Committee meets in closed-sessions to discuss each nominee and makes its recommendations to the Board. The Board will review the recommendations and make the final determination of which nominees will be presented for election.
In considering potential nominees to the Board, and when evaluating incumbent directors, the Nominating and Corporate Governance Committee shall seek to, among other things, promote collegiality among members of the Board, encourage directors to be active participants in the communities served by the Company and contribute to organizations located in such communities. Additionally, nominees and incumbent directors are expected to enhance the diversity of experience, age, gender and race of the Board, to expand the Company's knowledge and experience base and to better represent the varied interests of the Company's stakeholders. In furtherance of these goals, the Board has adopted the following criteria for nominees to serve on Trinity's Board:
||Each nominee should meet the minimum requirements for service on the Board contained in Trinity's bylaws.
||No nominee can be eligible for election or re-election as a director if at the time of such election such person is 75 or more years of age, unless the nominee was over the age of 75 when the bylaws were amended on February 18, 2003.
||Each nominee should possess the highest personal and professional ethics, integrity and values.
||Each nominee should have, in the Nominating and Corporate Governance Committee's opinion, a sufficient educational and professional background and have relevant past and current employment affiliations, board affiliations and experience for service on the Board.
||Each nominee should have demonstrated effective leadership and sound judgment in his or her professional life.
||Each nominee should have a strong sense of service to the communities which Trinity and its subsidiaries serve.
||Each nominee should have exemplary management and communication skills.
||Each nominee should be free of conflicts of interest that would prevent him or her from serving on the Board. For the purposes of this item, individuals who (a) have a borrowing relationship or (b) conduct business in the ordinary course with Trinity or any of its subsidiaries should not, solely because of such relationships, be deemed to have a "conflict of interest."
||Each nominee should be expected to ensure that other existing and future commitments do not materially interfere with his or her service as a director of Trinity.
||Each nominee should review and agree to meet the standards and duties set forth in Trinity's Code of Business Conduct and Business Ethics.
||Each nominee should be willing to devote sufficient time to carrying out their duties and responsibilities effectively, and should be committed to serve on the Board for an extended period of time.
The "independence" of non-management nominees will also be taken into account so that at least a majority of the Board will be made up of directors who satisfy the independence standards set forth by Nasdaq and the rules and regulations of the SEC. The Committee has broad discretion to consider any additional factors it deems relevant to an assessment of a proposed nominee's suitability for the Board.
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