Below is a summary of our committee structure and membership information. To read more about any of the committees, click on committee names in the chart below.
Mr. Edward Kelly, III
Senator John Breaux
Ms. Pamela Carter
Mr. Dennis Reilley
Mr. John Zillmer
Governance Committee Charter (PDF) [PDF]
Governance Committee Charter
The Governance Committee’s (“Committee”) primary function is to assist the Board of Directors (“Board”) by: (i) identifying individuals qualified to become Board members, consistent with criteria approved by the Board, and recommending candidates for election to the Board and its committees, (ii) overseeing and evaluating the performance and effectiveness of the Board and management, (iii) recommending changes in Board composition and committee structure, (iv) developing, reviewing and recommending changes to governance guidelines, policies and procedures, and (v) overseeing matters of broad corporate significance affecting CSX Corporation (“Corporation”).
Membership and Operations
The Committee shall consist of no fewer than three directors. Each member shall meet the independence requirements of the NASDAQ Stock Market’s listing standards.
The members of the Committee and the Committee Chair shall be elected by the
Board annually and shall serve until their successors have been duly elected and qualified.
Any member of the Committee may resign at any time by giving written notice of his or her
intention to do so to the Chairman of the Board or the Corporate Secretary, or may be
removed, with or without cause, at any time by the Board.
The Committee shall meet at least three times each year at such times as it
determines to be appropriate or at the call of the Chair of the Committee. The Chair of
the Committee shall prepare or approve an agenda in advance of each meeting. Each
member is free to suggest the inclusion of items not on the agenda.
A majority of the members of the Committee shall constitute a quorum for the
transaction of business, and the affirmative vote of the majority of those present shall be
necessary for any action by the Committee.
The Committee shall keep minutes, report its activities to the full Board on a regular
basis and make recommendations with respect to the matters covered by this Charter and
other matters as the Committee may deem necessary or appropriate.
Duties and Responsibilities
The Committee periodically reviews the size, function and duties of the Board (as
well as composition) consistent with the Board’s needs. The Committee identifies
individuals qualified to become Board members, and recommends candidates to fill Board
vacancies and for election to the Board at the next annual or special meeting of
shareholders. In identifying and recommending Board nominees, the Committee uses
guidelines, consistent with criteria approved by the Board, that it has developed with
respect to qualifications for nominations to the Board and for continued membership on
the Board. The criteria for selecting new directors includes identifying individuals with
demonstrated leadership ability and outstanding integrity, values and judgment. The
Committee seeks to maintain a Board with a broad diversity of experience in business
matters and the ability to assess and evaluate the role and policies of the Corporation in
the face of changing conditions in the economy, regulatory environment and customer
The Committee shall review suggestions from shareholders for potential Board
nominees, and, when appropriate, Committee members will meet with interested
shareholders to discuss suggested candidates. Potential nominees suggested by
shareholders will be evaluated by the Committee on the same basis as individuals
identified directly by the Committee or from other sources.
It is the Committee’s responsibility to oversee and evaluate the performance and effectiveness of the Board. At least annually, the Committee shall conduct evaluations of director independence and performance, committee performance and the effectiveness of the Board as a working group. The Committee reviews and makes recommendations to the Board regarding director independence, Board composition generally, Board committee structure, committee membership, committee chairs, and director compensation policies and practices. The Committee shall periodically, but at least once every three years, review and make recommendations to the Board regarding the compensation for non-management directors.
The Committee shall review management succession plans for the Corporation at least twice annually, including procedures for the selection of the CEO and other key senior management positions in the case of an emergency. The Committee shall regularly report to the Board on the succession plans, including any changes required thereto.
The Committee shall periodically review the Corporation’s organizational
documents, including the Articles of Incorporation, Bylaws and other governance
documents, as it deems appropriate. The Committee also develops, recommends to the
Board and monitors corporate governance guidelines and committee charters for the
Corporation. In this capacity, the Committee shall oversee the annual evaluations of each
committee charter, considering such issues as the committee’s size and composition, the
quality of information and presentations given by management, the suitability of the duties
given to that committee and such other issues as the Committee deems appropriate.
The Committee shall report periodically to the Board on significant results of the
The Committee may, in its discretion, delegate all or a portion of its duties and
responsibilities to a subcommittee of the Committee as appropriate and consistent with
applicable regulations, laws and exchange listing standards.