Nominating and Corporate Governance Committee
NOMINATING/CORPORATE GOVERNANCE COMMITTEE CHARTER
of the Nominating/Corporate Governance Committee
of CoreSite Realty Corporation
This Nominating/Corporate Governance Committee Charter was adopted by the Board of Directors (the “Board”) of CoreSite Realty Corporation, a Maryland corporation (the “Company”) on September 10, 2010, amended as of February 23, 2011, and further amended as of December 6, 2011.
The purpose of the Nominating/Corporate Governance Committee (the “Committee”) of the Board is to assist the Board in discharging the Board’s responsibilities regarding:
(a) the identification of qualified candidates to become Board members;
(b) the selection of nominees for election as directors at the next annual meeting of stockholders (or special meeting of stockholders at which directors are to be elected);
(c) the selection of candidates to fill any vacancies on the Board;
(d) the development and recommendation to the Board of a set of corporate governance guidelines and principles applicable to the Company (the “Corporate Governance Guidelines”); and
(e) oversight of the evaluation of the board.
In addition to the powers and responsibilities expressly delegated to the Committee in this Charter, the Committee may exercise any other powers and carry out any other responsibilities delegated to it by the Board from time to time consistent with the Company’s bylaws. The powers and responsibilities delegated by the Board to the Committee in this Charter or otherwise shall be exercised and carried out by the Committee as it deems appropriate without requirement of Board approval, and any decision made by the Committee (including any decision to exercise or refrain from exercising any of the powers delegated to the Committee hereunder) shall be at the Committee’s sole discretion. While acting within the scope of the powers and responsibilities delegated to it, the Committee shall have and may exercise all the powers and authority of the Board. To the fullest extent permitted by law, the Committee shall have the power to determine which matters are within the scope of the powers and responsibilities delegated to it.
The Committee shall be composed of three or more directors, as determined by the Board, each of whom (a) satisfies the independence requirements of the New York Stock Exchange, and (b) has experience, in the business judgment of the Board, that would be helpful in addressing the matters delegated to the Committee.
The members of the Committee, including the Chair of the Committee, shall be appointed by the Board. Committee members may be removed from the Committee, with or without cause, by the Board. Any action duly taken by the Committee shall be valid and effective, whether or not the members of the Committee at the time of such action are later
determined not to have satisfied the requirements for membership provided herein.
III. Meetings and Procedures
The Chair (or in his or her absence, a member designated by the Chair) shall preside
at each meeting of the Committee and set the agendas for Committee meetings. The
Committee shall have the authority to establish its own rules and procedures for notice and
conduct of its meetings so long as they are consistent with the provisions of the Company’s
bylaws that are applicable to the Committee or the Company’s Corporate Governance
The Committee shall meet on a regularly scheduled basis at least two times per year
and more frequently as the Committee deems necessary or desirable.
All non-management directors that are not members of the Committee may attend
and observe meetings of the Committee, but shall not participate in any discussion or
deliberation unless invited to do so by the Committee, and in any event shall not be entitled
to vote. The Committee may, at its discretion, include in its meetings members of the
Company’s management, or any other person whose presence the Committee believes to be
desirable and appropriate. Notwithstanding the foregoing, the Committee may exclude from
its meetings any person it deems appropriate, including but not limited to, any nonmanagement
director that is not a member of the Committee.
The Committee shall have the authority, as it deems appropriate, to retain or
replace, as needed, any independent counsel or other outside expert or advisor that the
Committee believes to be desirable and appropriate. The Committee, in its discretion, may
also use the services of the Company’s employees, the Company’s regular inside or outside
legal counsel or other advisors to the Company. The Company shall provide for appropriate
funding, as determined by the Committee, for payment of compensation to any such
persons retained by the Committee and for ordinary administrative expenses of the
Committee that are necessary or appropriate in carrying out its duties. The Committee shall
have sole authority to retain and terminate any search firm to be used to identify director
candidates, including sole authority to approve such search firm’s fees and other retention
The Chair shall report to the Board regarding the activities of the Committee at
appropriate times and as otherwise requested by the Chairman of the Board.
IV. Duties and Responsibilities
(a) At an appropriate time prior to each annual meeting of stockholders at which directors are to be elected or reelected, the Committee shall recommend to the Board for nomination by the Board such candidates as the Committee, in the exercise of its judgment, has found to be well qualified and willing and available to serve.
(b) At an appropriate time after a vacancy arises on the Board or a director advises the Board of his or her intention to resign, the Committee shall recommend to the Board for appointment by the Board to fill such vacancy, such prospective member of the Board as the Committee, in the exercise of its judgment, has found to be well qualified and willing and available to serve.
(c) For purposes of (a) and (b) above, the Committee may consider the following criteria, among others the Committee shall deem appropriate, in recommending candidates for election to the Board:
(i) personal and professional integrity, ethics and values;
(ii) experience in corporate governance including as an officer, board member or senior executive or as a former officer, board member or senior executive of a publicly held company, and a general understanding of marketing, finance and other elements relevant to the success of a publicly traded company in today’s business environment;
(iii) experience in the Company’s industry and with relevant social policy concerns;
(iv) experience as a board member of another publicly held company;
(v) academic expertise in an area of the Company’s operations;
(vi) diversity of experience, profession, skill and background, both on an individual level and in relation to the Board as a whole; and
(vii) practical and mature business judgment, including ability to make independent analytical inquiries.
(d) The foregoing notwithstanding, if the Company is legally required by contract or otherwise to permit a third party to designate one or more of the directors to be elected or appointed (for example, pursuant to rights contained in a Certificate of Designation of a class of preferred stock to elect one or more directors upon a dividend default), then the nomination or appointment of such directors shall be governed by such requirements.
2. The Committee shall, at least annually, review the performance of each current director and shall consider the results of such evaluation when determining whether or not to recommend the nomination of such director for an additional term.
3. In appropriate circumstances, the Committee, in its discretion, shall consider and may recommend the removal of a director for cause, in accordance with the applicable provisions of the Company’s articles of amendment and restatement, bylaws and Corporate Governance Guidelines.
4. The Committee shall oversee the Board in the Board’s annual review of its performance (including its composition and organization) and the performance of management, and will make appropriate recommendations to improve performance.
5. The Committee may make recommendations to the Board regarding governance matters, including, but not limited to, the Company’s articles of amendment and restatement, bylaws, this Charter and the charters of the Company’s other committees.
6. The Committee shall develop and recommend to the Board the Corporate Governance Guidelines.
7. The Committee shall consider, develop and recommend to the Board such policies and procedures with respect to the nomination of directors or other corporate governance matters as may be required or required to be disclosed pursuant to any rules promulgated by the Securities and Exchange Commission or otherwise considered to be desirable and appropriate in the discretion of the Committee.
8. The Committee shall evaluate its own performance on an annual basis, including its compliance with this Charter, and provide the Board with any recommendations for changes in procedures or policies governing the Committee. The Committee shall conduct such evaluation and review in such manner as it deems appropriate.
9. The Committee shall periodically report to the Board on its findings and actions.
10. The Committee shall review and reassess this Charter at least annually and submit any recommended changes to the Board for its consideration.
V. Delegation of Duties
In fulfilling its responsibilities, the Committee shall be entitled to delegate any or all of its responsibilities to a subcommittee of the Committee, to the extent consistent with the Company’s articles of amendment and restatement, bylaws, Corporate Governance Guidelines and applicable law and rules of markets in which the Company’s securities then trade.
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