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The Governance and Nominating Committee (the "Committee") is established by the Board of Directors (the "Board") of The St. Joe Company and its subsidiaries (the "Company") primarily for the purpose of (1) assisting the Board by identifying individuals qualified to become members of the Board and recommending to the Board candidates to stand for election at the next annual meeting of shareholders, (2) assessing and reporting to the Board as to the independence of each director, (3) monitoring significant developments in the law and practice of corporate governance and of the duties and responsibilities of directors of public companies, and taking a leadership role in shaping the corporate governance of the Company, (4) leading the Board in its annual self-evaluation, and evaluation of each of the Board committees and management, including establishing criteria to be used in connection with such evaluation, and (5) developing and making recommendations to the Board with respect to a set of corporate governance guidelines applicable to the Company.
Members. The Committee shall consist of three or more members of the Board. The members of the Committee shall be appointed annually by the Board upon the recommendation of the Committee.Qualifications. Each Committee member shall meet the independence criteria of the rules of the New York Stock Exchange ("NYSE"), as such requirements are interpreted by the Board in its business judgment, and shall be free of any relationship that, in the opinion of the Board, may interfere with his or her exercise of independent judgment as a Committee member. Chair. The Chair of the Committee shall be appointed by the Board, upon recommendation of the Committee.Removal and Replacement. The members of the Committee may be removed or replaced, and any vacancies on the Committee shall be filled, by the Board, upon recommendation of the Committee.
Meetings. The Committee shall meet at least two times a year, with authority to convene additional meetings as circumstances require. The Committee shall periodically meet in executive session without management. The Committee may invite any officer or employee of the Company to attend meetings. Quorum. A majority of the total number of members constitutes a quorum of the Committee. A majority of the members of the Committee in attendance at a meeting, where a quorum is present, is empowered to act on behalf of the Committee, except as may be provided otherwise in this Charter. The Committee may delegate any of its responsibilities, as it deems appropriate, to a subcommittee composed of one or more members. Agenda. The Chair of the Committee shall develop and set the Committee's agenda, in consultation with other members of the Committee and the Board and senior management. The agenda and information concerning the business to be conducted at each Committee meeting shall, to the extent practical, be communicated to the members of the Committee sufficiently in advance of each meeting to permit meaningful review.Reports to Board. The Committee shall report regularly to the entire Board and shall submit to the Board the minutes of its meetings.Self-Evaluation. The Committee shall prepare and review with the Board an annual performance evaluation of the Committee. The evaluation shall compare the performance of the Committee with the requirements of this Charter. The performance evaluation by the Committee shall be conducted in such manner as the Committee deems appropriate. Assessment of Charter. The Committee shall review this Charter annually and recommend to the Board any improvements to this Charter that the Committee deems necessary or desirable.
In furtherance of the Committee's purpose, and in addition to any other responsibilities which may be properly assigned by the Board from time to time hereunder, the Committee shall have the following authorities and duties:1. Establish criteria for the selection of directors, and make recommendations to the Board with respect thereto. The Committee shall take into account the following desired attributes:
Cesar L. Alvarez
Thomas P. Murphy Jr.