About Navigant

Corporate Governance

Nominating & Governance Committee Charter

There shall be a committee of the Board of Directors (the “Board”) of Navigant Consulting, Inc. (the “Company”) that shall be called the Nominating and Governance Committee (the “Committee”).

I. Nominating and Governance Committee Purpose

The purpose of the Committee is to (1) identify and evaluate individuals qualified to become Board members, and recommend that the Board appoint such directors or select the director nominees for election at the next annual meeting of shareholders, and (2) develop and recommend to the Board the corporate governance principles applicable to the Company.

II. Committee Membership and Procedure

The Committee shall consist of no fewer than three members. Each member of the Committee shall satisfy the independence requirements of the New York Stock Exchange and the securities laws. The Board shall have the power at any time to change the membership of the Committee and to fill vacancies in it, subject to such new members satisfying applicable independence requirements.

Determinations as to whether a particular director satisfies the requirements for membership on the Committee shall be made by the Board. The Board shall appoint the members of the Committee and designate the Chair of the Committee. The members of the Committee shall serve for such terms as the Board shall determine or until their earlier death, resignation or removal by the Board. The Board shall have the power at any time to change the membership of the Committee and to fill vacancies in it, subject to such new members satisfying applicable independence requirements.

The Committee shall meet with such frequency and at such intervals as it shall determine is necessary to carry out its duties and responsibilities, but in any case, not less than twice a year. The Committee will meet at such times as determined by its chairperson or as requested by any two of its members. Notice of all meetings shall be given, and waiver thereof determined, and all actions of the Committee shall be taken pursuant to and in accordance with the Company’s bylaws. The chairperson will preside, when present, at all meetings of the Committee.

The Committee may form, and delegate authority to, subcommittees when it deems appropriate.

III. Committee Authority and Responsibilities

The Committee shall have the specific responsibilities and duties set forth below. The Committee shall also carry out any other responsibilities delegated to it by the Board from time to time. The following shall be the Committee’s principal responsibilities:

Make recommendations to the Board regarding changes to the size and composition of the Board or any committee thereof.
Develop qualification criteria for Board members, and identify, interview and screen individuals qualified to become Board members for recommendation to the Board. Candidates are selected for, among other things, their judgment, skill, integrity, diversity, and business or other experience. The Committee may (but is not required to) consider candidates suggested by management or other members of the Board.
Identify Board members qualified to fill any vacancy on a standing committee of the Board in accordance with the qualification criteria for Board members, and recommend nominees to the Board for appointment to any such committee.
The Committee shall have the sole authority to retain, as appropriate, and terminate any search firm to be used to identify and evaluate director candidates and shall have sole authority to approve the search firm’s fees and other retention terms. The Committee shall also have the authority to obtain advice and assistance from internal or external legal, accounting or other advisors.
Establish an appropriate process for and oversee the self-assessment of the Board and its committees and oversee the evaluation of management. In carrying out these responsibilities, the Committee will coordinate with other Board committees to avoid unnecessary duplication.
Review and evaluate all shareholder nominees for director in accordance with the qualification criteria for Board members.
Develop and recommend to the Board standards to be applied in making determinations on the types of relationships that constitute material relationships between the Company and a director for purposes of determining director independence.
Review and assess at least annually the adequacy of the Corporate Governance Guidelines and shall recommend any proposed changes to the Board for approval. The Committee shall review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval. The Committee shall annually review the performance of the Committee.
Review annually, or more often if appropriate, committee members as follows: (1) qualifications and requirements; (2) committee structure (including authority to delegate); and (3) committee performance (including reporting to the Board).
Review and approve the Company’s Code of Business Standards and Ethics and consider all requests for waivers, as required under the Sarbanes-Oxley Act of 2002 and New York Stock Exchange rules.
Make regular reports to the Board.