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Governance Committee Charter
Revised: May 2009
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 Governance Committee Charter (.PDF) (62k)
The Governance Committee ("Committee") is a committee of the Board of Directors (the "Board") of Radian Group Inc. (the "Company"). Its primary functions are to:
- Identify, recommend to the full Board and assist in the recruitment of individuals qualified to become directors for nomination by the Board and election by the stockholders, by reference to the criteria that have been approved by the Board, including appropriate diversity and experience to assure a board that serves as a source of both informed governance about the Company and its businesses and thoughtful advice and counsel to the CEO.
- Recommend to the full Board members of the Board to serve on committees of the Board (including the Committee) that the Board, in consultation with the Committee, deems appropriate and duly creates to perform its oversight responsibilities.
- Recommend to the full Board members of the Board to be designated as chair of each of the Board’s committees (including the Committee).
- Recommend to the full Board appropriate performance criteria, for both the Board acting as a collective body and individual Board members’ contributions. Such criteria include: level of director attendance, preparedness, participation and candor.
- Regularly examine the governance process and compliance with governance standards, including reviewing the Certificate of Incorporation and By-laws of the Company and Board committee charters, in light of external and internal issues and make appropriate recommendations for changes to the full Board.
- Conduct an annual assessment of the Committee and oversee the evaluation of the entire Board, its other committees, the individual members of the Board, and management and report its findings to the full Board with appropriate recommendations.
Composition
The membership of the Committee shall consist of at least three members of the Board, each of whom shall be independent within the meaning of the Company’s Guidelines of Corporate Governance, the listing standards of the New York Stock Exchange and the rules of the U.S. Securities and Exchange Commission. Members shall be appointed by the Board from time to time; each member shall serve until the next annual stockholders’ meeting but may be removed by the Board at any time. The Board, upon the recommendation of the Committee, shall designate committee members and their chairs. Committee members shall be chosen based on their competence and ability to add substance to the deliberations of the Committee. The Committee may form and delegate any or all of its authority to subcommittees, as appropriate, except when authority is required by law, regulation or listing standard to be exercised by the Committee as a whole.
Authority and Responsibilities
The Committee is granted authority to conduct interviews and make recommendations for qualified persons to serve as directors. This authority is applicable to both employee and non-employee directors. The Committee is empowered to retain and terminate outside advisors, as necessary, to assist in fulfilling its responsibilities, including approving the fees charged by and other retention terms of such persons. The Committee has the sole authority to retain, approve the compensation of and terminate search firms used to identify director candidates.
Matters to be addressed annually by the Committee shall include:
- Assessing the composition of Board committees;
- Evaluating potential nominees, including individuals recommended by stockholders, to serve as directors of the Company;
- Recommending individuals to stand for election by the stockholders of the Company at the annual stockholders’ meeting;
- Overseeing the orientation of new directors and the continuing education of existing directors;
- Recommending members of the Board to serve as members of committees and as chairpersons;
- Reviewing the adequacy of the Company’s Guidelines of Corporate Governance developed by the Committee, overseeing compliance with or exceptions to these guidelines, and recommending any changes to the Board for approval;
- Overseeing communications with stockholders regarding governance matters; and
The Committee shall report regularly to the Board with respect to its activities.
The Committee may also assess and review the contributions of existing Board members and assess the skills, areas of expertise and background of directors to assure there is an appropriate and diverse mix of individuals that supports the oversight of the Company and its strategic plan.
Attendance
Members of the Committee are expected to be present at all meetings. As necessary, the Chair of the Committee may request that members of management, consultants or others, which it may deem as appropriate, be present at Committee meetings.
Meetings
The Committee is to meet at least semi-annually, with additional meetings when circumstances require, as determined by the Committee Chair. Minutes of each meeting are to be prepared by or under the direction of the Corporate Secretary of the Company. The Corporate Secretary will maintain a permanent record of minutes and will distribute minutes to members of the Committee and directors who are not members of the Committee.
Approved May 13, 2009
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