The Nominating/Governance Committee shall consist of no fewer than three members. The members of the Nominating/Governance Committee shall meet the independence requirements of the New York Stock Exchange, unless the Company has claimed a "Controlled Company Exemption" for the Nominating/Governance Committee as defined in Section 303.A.00 of the New York Stock Exchange Listed Company Manual.
The members of the Nominating/Governance Committee shall be appointed and replaced by the Board.